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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): July 1, 2025

 

LIBERTY MEDIA CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware  001-35707  37-1699499
(State or other jurisdiction of
incorporation or organization)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

12300 Liberty Blvd.

Englewood, Colorado 80112

(Address of principal executive offices and zip code)

 

Registrant's telephone number, including area code: (720) 875-5400

 

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 registered
Series A Liberty Formula One Common Stock FWONA The Nasdaq Stock Market LLC
Series C Liberty Formula One Common Stock FWONK The Nasdaq Stock Market LLC
Series A Liberty Live Common Stock LLYVA The Nasdaq Stock Market LLC
Series C Liberty Live Common Stock LLYVK 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.  ¨

 

 

 

 

 

 

Explanatory Note

 

On July 3, 2025, Liberty Media Corporation (“Liberty Media”) filed a Current Report on Form 8-K (the “Original Form 8-K”) announcing the completion of its previously announced acquisition, by Libertad Especia, S.L.U., a private limited company incorporated in Spain and a wholly owned subsidiary of Liberty Media, of approximately 84% of the equity interests in Dorna Sports, S.L., a private limited company incorporated in Spain (“MotoGP”), for cash.

 

This amendment to the Original Form 8-K is being filed to include the financial statements required by Item 9.01(a) and Item 9.01(b) of Form 8-K and includes (i) the unaudited pro forma condensed combined balance sheet and statement of operations of Liberty Media as of and for the six months ended June 30, 2025, (ii) the unaudited pro forma condensed combined statement of operations of Liberty Media for the year ended December 31, 2024 and (iii) the audited consolidated financial statements of MotoGP for the year ended December 31, 2024 prepared in accordance with generally accepted accounting principles in Spain (“Spanish GAAP”). Except as set forth herein, this amendment does not amend or update any other information in the Original Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

The unaudited pro forma condensed combined financial information with respect to the transaction described in Item 2.01 of the Original Form 8-K is filed as Exhibit 99.1 hereto and incorporated herein by reference.

 

The audited consolidated financial statements of MotoGP for the year ended December 31, 2024 prepared in accordance with Spanish GAAP is filed as Exhibit 99.2 hereto and incorporated herein by reference.

 

(d) Exhibits.

 

Exhibit 
No.
  Description
23.1   Consent of Deloitte Auditores, S.L. (MotoGP)
99.1   Unaudited pro forma financial information of Liberty Media as of and for the six months ended June 30, 2025 and for the year ended December 31, 2024
99.2   Audited consolidated financial statements of MotoGP for the year ended December 31, 2024
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

 

 

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: September 17, 2025

 

  LIBERTY MEDIA CORPORATION
     
  By: /s/ Wade Haufschild
    Name: Wade Haufschild
    Title: Senior Vice President

 

 

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT AUDITORS

 

We consent to the incorporation by reference into Registration Statement No. 333-274043 on Form S-8 of Liberty Media Corporation of our independent auditor´s report dated September 17, 2025 relating to the consolidated financial statements of Dorna Sports, S.L. and subsidiaries for the year ended December 31, 2024, appearing in this Current Report on Form 8-K/A of Liberty Media Corporation dated September 17, 2025.

 

/s/ Deloitte Auditores, S.L.  

 

Madrid, Spain 

September 17, 2025

 

 

 

 

Exhibit 99.1

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

On July 3, 2025 (the “Closing Date”), Liberty Media Corporation (“Liberty Media” or the “Company”) completed its previously announced acquisition (the “MotoGP Acquisition”), by Libertad Especia, S.L.U., a private limited company incorporated in Spain and a wholly owned subsidiary of Liberty Media (“Buyer”), of approximately 84% of the equity interests in Dorna Sports, S.L., a private limited company incorporated in Spain (“MotoGP”), for cash pursuant to that certain Share Purchase Agreement (“SPA”), dated as of March 29, 2024, by and among Liberty Media, Buyer, Global Racing LX2 S.á.r.l., a company incorporated in Luxembourg and MotoGP equity holders (the “Sellers”). Following the MotoGP Acquisition, approximately 16% of the equity interests in MotoGP continue to be owned by certain of the Sellers (the “Rollover Sellers”).

 

The MotoGP Acquisition was funded through the financing activities detailed below (collectively, the “Financing”):

 

·On August 22, 2024, the Company issued approximately 12.2 million shares of Series C Liberty Formula One common stock (the “Common Shares”) at an offering price of $77.50 per share, resulting in net proceeds of approximately $939 million. The Company utilized a portion of the net proceeds to partially fund the MotoGP Acquisition. The Company’s consolidated balance sheet as of June 30, 2025 reflects the issuance of the Common Shares. The unaudited pro forma condensed combined statement of operations is not impacted by the issuance of the Common Shares.

 

·Prior to June 30, 2025, the Company entered into foreign currency forward contracts for close to the full purchase price. A portion of the foreign currency forwards settled on June 30, 2025. The remainder settled in July 2025 prior to the Closing Date and resulted in a gain of $126 million. All of the foreign currency forward contracts were recorded at fair value and reflected in the Company’s historical financial statements.

 

·On July 1, 2025, Delta Topco Limited, a wholly-owned subsidiary of Liberty Media, and certain of its subsidiaries (Delta Topco Limited and its subsidiaries, “Formula 1”) closed the financing of incremental commitments to Formula 1’s first lien Term Loan A facility (the “TLA”) and first lien Term Loan B facility (the “TLB”), pursuant to a TLA Incremental Facility Commitment Letter and a TLB Incremental Facility Commitment Letter (collectively, the “Incremental”). The Incremental provided for a $150 million increase to Formula 1’s TLA and an $850 million increase to Formula 1’s TLB, gross of debt issuance costs. Proceeds received under the TLA and the TLB, net of debt issuance costs, were $149 million and $824 million, respectively. The unaudited pro forma condensed combined balance sheet has been prepared to reflect the issuance of the Incremental as if it had been completed on June 30, 2025. The unaudited pro forma condensed combined statement of operations has been prepared to reflect the issuance of the Incremental as if it had been completed on January 1, 2024.

 

The unaudited pro forma condensed combined financial information is presented in millions of U.S. dollars. Accordingly, MotoGP’s financial information has been converted from Euros to United States dollar (“USD”) for the relevant periods as disclosed below:

 

Period  Euro to
USD
 
Rate as of June 30, 2025  1.1720 
Average rate for the six months ended June 30, 2025  1.0927 
Average rate for the year ended December 31, 2024  1.0824 

 

1 

 

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

The MotoGP Acquisition will be accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations (“ASC 805”). Under the acquisition method of accounting, the total estimated acquisition price, calculated as described in note 4, is allocated to the net tangible and intangible assets of MotoGP acquired in connection with the MotoGP Acquisition, based on their estimated fair values. Management has made a preliminary allocation of the estimated acquisition price to the net tangible and intangible assets acquired and liabilities assumed based on various preliminary estimates. These preliminary estimates and assumptions are subject to change during the measurement period (no longer than one year from the acquisition date). The final determination of the values of the assets and liabilities may result in actual values, assets, liabilities and expenses that are different than those set forth in the unaudited pro forma condensed combined financial information.

 

All unaudited pro forma adjustments and their underlying assumptions are described more fully in the notes to the unaudited pro forma condensed combined financial information.

 

2 

 

 

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES 

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET 

AS OF JUNE 30, 2025 

(IN MILLIONS)

 

   Liberty Media
Note 1
    Adjusted
MotoGP
U.S. GAAP
Notes 2(a) & 3
    MotoGP
Acquisition
Adjustments
Note 4
   Notes  Financing
Transaction
Adjustments
Note 5
    Notes  Pro Forma
Condensed
Combined
 
Assets                                  
Current assets:                                  
Cash and cash equivalents  $3,448    $375    $(3,511)  4(i) $1,099    5(i), 5(iii)   $1,411 
Trade and other receivables, net   144     80                    224 
Other current assets   510     46            (126)   5(iii)  430 
Total current assets   4,102     501     (3,511)      973        2,065 
Investments in affiliates, accounted for using the equity method   622                         622 
                                   
Property and equipment, at cost   1,012     79                    1,091 
Accumulated depreciation   (184)    (63)                   (247)
    828     16                    844 
                                   
Goodwill   4,135     396     2,619   4(i)          7,150 
Intangible assets subject to amortization, net   2,570     2,639     150   4(i), 4(iv)            5,359 
Deferred income tax assets   790                         790 
Other assets   774     7     (148)  4(vi)          633 
Total assets  $13,821    $3,559    $(890)     $973       $17,463 
                                   
Liabilities and Equity                                  
Current liabilities:                                  
Accounts payable and accrued liabilities  $470    $83    $10   4(ii) $       $563 
Current portion of debt   1,803                         1,803 
Deferred revenue   780     106                    886 
Other current liabilities   50     16                    66 
Total current liabilities   3,103     205     10               3,318 
Long-term debt   2,996     1,140            973    5(i)  5,109 
Deferred income tax liabilities        638     33   4(i)          671 
Other liabilities   359     3                    362 
Total liabilities   6,458     1,986     43       973        9,460 
                                   
Redeemable noncontrolling interest             650   4(i)          650 
                                   
Stockholders' equity:                                  
Preferred stock                             
Series A Liberty Formula One common stock                             
Series A Liberty Live common stock                             
Series B Liberty Formula One common stock                             
Series B Liberty Live common stock                             
Series C Liberty Formula One common stock   2                         2 
Series C Liberty Live common stock   1                         1 
Additional paid-in capital        22     (22)  4(iii)           
Accumulated other comprehensive earnings (loss), net of taxes   (81)                        (81)
Retained earnings   7,419     1,551     (1,561)  4(ii), 4(iii)          7,409 
Total stockholders' equity   7,341     1,573     (1,583)              7,331 
Noncontrolling interests in equity of subsidiaries   22                         22 
Total equity   7,363     1,573     (1,583)              7,353 
Commitments and contingencies                                  
Total liabilities and equity  $13,821    $3,559    $(890)     $973       $17,463 

 

See accompanying notes to unaudited pro forma condensed combined financial information.

 

3 

 

 

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS 

FOR THE SIX MONTHS ENDED JUNE 30, 2025 

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

 

   Liberty Media
Note 1
   Adjusted
MotoGP
U.S. GAAP
Notes 2(b) & 3
   MotoGP
Acquisition
Adjustments
Note 4
   Notes  Financing
Transaction
Adjustments
Note 5
   Notes  Pro Forma
Condensed
Combined
 
Revenue:                                
Formula 1 revenue  $1,603   $   $       $      $ 1,603  
MotoGP revenue       245    (2)   4(viii)         243  
Other revenue   185                      185  
Total revenue   1,788    245    (2)             2,031  
Operating costs and expenses:                                
Cost of Formula 1 revenue (exclusive of depreciation shown separately below)   1,065                      1,065  
Cost of MotoGP revenue (exclusive of depreciation shown separately below)       129                  129  
Other cost of sales   127        (2)   4(viii)         125  
Selling, general and administrative, including stock-based compensation:   223    35                  258  
Acquisition costs   14                      14  
Depreciation and amortization   157    37    34    4(iv)        228  
    1,586    201    32              1,819  
Operating income (loss)   202    44    (34)             212  
Other income (expense):                                
Interest expense   (112)   (32)           (33)  5(ii) (177 )
Share of earnings (losses) of affiliates, net   72                      72  
Realized and unrealized gains (losses) on financial instruments, net   (64)                     (64 )
Other, net   106    (8)                 98  
    2    (40)           (33)     (71 )
Earnings (loss) before income taxes   204    4    (34)       (33)     141  
Income tax (expense) benefit   5    (3)   8    4(v)        10  
Net earnings (loss)   209    1    (26)       (33)     151  
Less net earnings (loss) attributable to the noncontrolling interests           (4)   4(vii)        (4 )
Net earnings (loss) attributable to Liberty stockholders  $209   $1   $(22)      $(33)     $ 155  
                                 
Net earnings (loss) attributable to Liberty stockholders                                
Liberty Formula One common stock  $404                         $ 350  
Liberty Live common stock  $(195)                        $ (195 )
Basic net earnings (loss) attributable to Liberty stockholders per common share                                
Series A, B and C Liberty Formula One common stock  $1.62                         $ 1.41  
Series A, B and C Liberty Live common stock  $(2.12)                        $ (2.12 )
Diluted net earnings (loss) attributable to Liberty stockholders per common share                                
Series A, B and C Liberty Formula One common stock  $1.55                         $ 1.34  
Series A, B and C Liberty Live common stock  $(2.12)                        $ (2.12 )
Basic Weighted Average Shares Outstanding:                                
Liberty Formula One common stock   249                         249  
Liberty Live common stock   92                         92  
Diluted Weighted Average Shares Outstanding:                                
Liberty Formula One common stock   255                         255  
Liberty Live common stock   92                         92  

 

See accompanying notes to unaudited pro forma condensed combined financial information.

 

4 

 

 

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS 

FOR THE YEAR ENDED DECEMBER 31, 2024 

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

 

   Liberty Media
Note 1
   Adjusted
MotoGP U.S.
GAAP
Notes 2(c) & 3
   MotoGP
Acquisition
Adjustments
Note 4
   Notes  Financing
Transaction
Adjustments
Note 5
   Notes    Pro Forma
Condensed
Combined
 
Revenue:                                 
Formula 1 revenue  $3,318   $   $      $      $ 3,318  
MotoGP revenue       503    (3)  4(viii)           500  
Other revenue   335                       335  
Total revenue   3,653    503    (3)              4,153  
Operating costs and expenses:                                 
Cost of Formula 1 revenue (exclusive of depreciation shown separately below)   2,294                       2,294  
Cost of MotoGP revenue (exclusive of depreciation shown separately below)       247                   247  
Other cost of sales   194        (3)  4(viii)           191  
Selling, general and administrative, including stock-based compensation   432    81                   513  
Depreciation and amortization   352    109    37   4(iv)          498  
Impairment and acquisition costs   105        10   4(ii)          115  
    3,377    437    44               3,858  
Operating income (loss)   276    66    (47)              295  
Other income (expense):                                 
Interest expense   (237)   (77)          (67)  5(ii)   (381 )
Share of earnings (losses) of affiliates, net   228                       228  
Realized and unrealized gains (losses) on financial instruments, net   (383)   4                   (379 )
Other, net   92    14                   106  
    (300)   (59)          (67)       (426 )
Earnings (loss) from continuing operations before income taxes   (24)   7    (47)      (67)       (131 )
Income tax (expense) benefit   (39)   (5)   12   4(v)          (32 )
Net earnings (loss) from continuing operations   (63)   2    (35)      (67)       (163 )
Less net earnings (loss) from continuing operations attributable to the noncontrolling interests   (2)       (5)  4(vii)          (7 )
Net earnings (loss) from continuing operations attributable to Liberty stockholders  $(61)  $2   $(30)     $(67)     $ (156 )
                                  
Net earnings (loss) from continuing operations attributable to Liberty stockholders                                 
Liberty Formula One common stock  $(30)                       $ (125 )
Liberty Live common stock  $(31)                       $ (31 )
Basic net earnings (loss) from continuing operations attributable to Liberty stockholders per common share                                 
Series A, B and C Liberty Formula One common stock  $(0.13)                       $ (0.52 )
Series A, B and C Liberty Live common stock  $(0.34)                       $ (0.34 )
Diluted net earnings (loss) from continuing operations attributable to Liberty stockholders per common share                                 
Series A, B and C Liberty Formula One common stock  $(0.13)                       $ (0.52 )
Series A, B and C Liberty Live common stock  $(0.34)                       $ (0.34)  
Basic Weighted Average Shares Outstanding:                                 
Liberty Formula One common stock   240                          240  
Liberty Live common stock   92                          92  
Diluted Weighted Average Shares Outstanding                                 
Liberty Formula One common stock   243                          243  
Liberty Live common stock   92                          92  

 

See accompanying notes to unaudited pro forma condensed combined financial information.

 

5 

 

 

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES 

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

Basis of Pro Forma Presentation

 

The Liberty Media historical financial information has been derived from the Company’s historical financial statements. The MotoGP historical financial information has been derived from MotoGP’s (i) December 31, 2024 audited historical financial statements which are filed in this Form 8-K/A and (ii) unaudited financial information as of and for the six-months ended June 30, 2025. Certain of MotoGP’s historical amounts have been reclassified to conform to Liberty Media’s financial statement presentation, as discussed in note 3. The unaudited pro forma condensed combined financial information should be read in conjunction with each company’s historical financial statements and the notes thereto. The unaudited pro forma condensed combined balance sheet gives effect to the MotoGP Acquisition and the Financing (together the “Transactions”) as if they had been completed on June 30, 2025. The unaudited pro forma condensed combined statements of operations give effect to the Transactions as if they had been completed on January 1, 2024. In the opinion of Liberty Media’s management, all material adjustments have been made that are necessary to fairly present the unaudited pro forma condensed combined financial information in accordance with Article 11 of Regulation S-X.

 

The unaudited pro forma condensed combined financial information is prepared, unless otherwise specified, on a basis that is consistent with the accounting policies used in the preparation of the Company’s audited consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The financial information relating to MotoGP reflected in the unaudited pro forma condensed combined financial information has been derived from the consolidated financial statements prepared in accordance with generally accepted accounting principles in Spain (“Spanish GAAP”) and reconciled to U.S. GAAP in note 2 and conformed to the accounting policies and financial statement presentation of the Company in note 3. Therefore, the unaudited pro forma condensed combined financial information relating to MotoGP includes any material differences identified between U.S. GAAP and Spanish GAAP.

 

The unaudited pro forma condensed combined financial information do not purport to be indicative of the financial position or results of operations of the combined company that would have occurred if the Transactions had been consummated on the dates indicated, nor are they indicative of Liberty Media’s future financial position or results of operations. In addition, future results may differ significantly from those reflected in the unaudited pro forma condensed combined financial information. The information presented in the unaudited pro forma condensed combined financial information does not give effect to the potential impact of current financial conditions, or any anticipated revenue enhancements, cost savings or operating synergies that may result from the MotoGP Acquisition.

 

Note 1: Company Historical Financial Statements

 

The historical financial information of the Company has been derived from Liberty Media’s June 30, 2025 Form 10-Q as filed with the Securities and Exchange Commission (the “SEC”) on August 7, 2025 and Liberty Media’s December 31, 2024 Form 10-K filed with the SEC on February 27, 2025.

 

Note 2: Adjusted MotoGP Historical Financial Statements

 

a.MotoGP historical information as of June 30, 2025

 

The historical financial information of MotoGP as of June 30, 2025, has been derived from MotoGP’s unaudited consolidated financial statements as of and for the six months ended June 30, 2025, which are prepared in accordance with Spanish GAAP in Euros and reconciled to U.S. GAAP in USD in the table below. See note 3 for additional information on the historical financial information of MotoGP.

 

6 

 

 

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES 

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

   Balance Sheet as of June 30, 2025 
(in millions)   Historical
MotoGP
(EUR)
    Spanish GAAP
to U.S. GAAP
Adjustments
(EUR)
   Notes   Adjusted
MotoGP U.S.
GAAP
(EUR)
    Adjusted
MotoGP U.S.
GAAP
(USD) (v)
 
Assets                       
Current assets:                       
Cash and cash equivalents  320         320   $375 
Trade and other receivables, net   68           68    80 
Other current assets   45    (6)   (i)   39    46 
Total current assets   433    (6)      427    501 
                        
Property and equipment, at cost   67           67    79 
Accumulated depreciation   (54)          (54)   (63)
    13           13    16 
                        
Goodwill   251    87    (ii)   338    396 
Intangible assets subject to amortization, net   2,252           2,252    2,639 
Other assets   53    (47)   (i), (iv)   6    7 
Total assets  3,002   34      3,036   $3,559 
                        
Liabilities and Equity                       
Current liabilities:                       
Accounts payable and accrued liabilities  72   (1)   (iii)  71   $83 
Deferred revenue   90           90    106 
Other current liabilities   14           14    16 
Total current liabilities   176    (1)      175    205 
Long-term debt   973           973    1,140 
Deferred income tax liabilities   551    (6)   (iv)   545    638 
Other liabilities   19    (17)   (iii)   2    3 
Total liabilities   1,719    (24)      1,695    1,986 
                        
Stockholders' equity:                       
Additional paid-in capital   19           19    22 
Retained earnings   1,264    58    (i), (ii), (iii)   1,322    1,551 
Total stockholders' equity   1,283    58       1,341    1,573 
Total equity   1,283    58       1,341    1,573 
Commitments and contingencies                       
Total liabilities and equity  3,002   34      3,036   $3,559 

 

i.Under Spanish GAAP, MotoGP was historically required to recognize revenue from multi-year contracts that contained annual escalation clauses on a straight-line basis. Under U.S. GAAP, MotoGP will generally recognize revenue from multi-year contracts that contain annual escalation clauses in accordance with the contracted amount for the related year. This adjustment reflects the removal of the contract asset balance created solely by the straight-line adjustment under Spanish GAAP.

 

ii.Under Spanish GAAP, goodwill is amortized on a straight-line basis. Under U.S. GAAP, goodwill is not amortized. Therefore, accumulated amortization as of June 30, 2025, €87 million, has been reversed.

 

iii.Under Spanish GAAP, MotoGP was historically required to recognize expenses from certain multi-year contracts with annual escalation clauses on a straight-line basis. Under U.S. GAAP, MotoGP will generally recognize expenses in accordance with the contracted amount for the related year. This adjustment reflects the removal of the accrued liabilities balance created solely by the straight-line adjustment under Spanish GAAP.

 

7 

 

 

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

iv.Under U.S. GAAP, a reporting entity must offset deferred tax assets and deferred tax liabilities within the same jurisdiction.

 

v.The Adjusted MotoGP U.S. GAAP (USD) column translates the Adjusted U.S. GAAP (EUR) column into USD using the exchange rate previously discussed as of June 30, 2025.

 

b.MotoGP historical information for the six months ended June 30, 2025

 

The historical financial information of MotoGP for the six months ended June 30, 2025 has been derived from MotoGP’s unaudited consolidated financial statements as of and for the six months ended June 30, 2025, which are prepared in accordance with Spanish GAAP in Euros and reconciled to U.S. GAAP in USD in the table below. See note 3 for additional information on the historical financial information of MotoGP.

 

   Statement of Operations for the six months ended June 30, 2025 
(in millions)  Historical
MotoGP
(EUR)
   Spanish GAAP
to U.S. GAAP
Adjustments
(EUR)
   Notes   Adjusted
MotoGP
U.S. GAAP
(EUR)
   Adjusted
MotoGP
U.S. GAAP
(USD) (v)
 
Revenue:                    
MotoGP revenue  223   2    (i)   225   $245 
Total revenue   223    2         225    245 
Operating costs and expenses:                         
Cost of MotoGP revenue (exclusive of depreciation shown separately below)   119    (1)   (iii)    118    129 
Selling, general and administrative, including stock-based compensation:   32             32    35 
Depreciation and amortization   38    (4)   (ii)    34    37 
    189    (5)        184    201 
Operating income (loss)   34    7         41    44 
Other income (expense):                         
Interest expense   (30)            (30)   (32)
Other, net   (8)   1    (i)    (7)   (8)
    (38)   1         (37)   (40)
Earnings (loss) before income taxes   (4)   8         4    4 
Income tax (expense) benefit   (1)   (2)   (iv)    (3)   (3)
Net earnings (loss)  (5)  6        1   $1 

 

i.Under Spanish GAAP, MotoGP was historically required to recognize revenue from all multi-year contracts that contained annual escalation clauses on a straight-line basis. Under U.S. GAAP, MotoGP will generally recognize revenue from multi-year contracts that contain annual escalation clauses in accordance with the contracted amount for the related year. This adjustment reflects the removal of the straight-line adjustment on revenue.

 

ii.Under Spanish GAAP, goodwill is amortized on a straight-line basis. Under U.S. GAAP, goodwill is not amortized. Therefore, the historical amortization of goodwill for the six months ended June 30, 2025, has been reversed.

 

iii.Under Spanish GAAP, MotoGP was historically required to recognize expenses from certain multi-year contracts with annual escalation clauses on a straight-line basis. Under U.S. GAAP, MotoGP will generally recognize expenses in accordance with the contracted amount for the related year. This adjustment reflects the removal of the straight-line adjustment on cost of MotoGP revenue.

 

8 

 

 

 

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

iv.Reflects the income tax effect of Spanish GAAP to U.S. GAAP adjustments by applying the Spanish statutory income tax rate of 25.0%.

 

v.The Adjusted MotoGP U.S. GAAP (USD) column translates the Adjusted MotoGP U.S. GAAP (EUR) column using the exchange rate previously discussed for the six months ended June 30, 2025.

 

c.MotoGP historical information for the year ended December 31, 2024

 

The historical financial information of MotoGP for the year ended December 31, 2024 has been derived from MotoGP’s audited consolidated financial statements as of and for the year ended December 31, 2024, which are prepared in accordance with Spanish GAAP in Euros and reconciled to U.S. GAAP in USD in the table below. See note 3 for additional information on the historical financial information of MotoGP.

 

   Statement of Operations for the year ended December 31, 2024 
(in millions)  Historical
MotoGP
(EUR)
   Spanish GAAP
to U.S. GAAP
Adjustments
(EUR)
   Notes   Adjusted
MotoGP
U.S. GAAP
(EUR)
   Adjusted
MotoGP
U.S. GAAP
(USD) (v)
 
Revenue:                    
MotoGP revenue  462   3   (i)   465   $503 
Total revenue   462    3        465    503 
Operating costs and expenses:                        
Cost of MotoGP revenue (exclusive of depreciation shown separately below)   232    (4)  (iii)    228    247 
Selling, general and administrative, including stock-based compensation   75            75    81 
Depreciation and amortization   112    (11)  (ii)    101    109 
    419    (15)       404    437 
Operating income (loss)   43    18        61    66 
Other income (expense):                        
Interest expense   (72)           (72)   (77)
Realized and unrealized gains (losses) on financial instruments, net   4            4    4 
Other, net   14            14    14 
    (54)           (54)   (59)
Earnings (loss) from continuing operations before income taxes   (11)   18        7    7 
Income tax (expense) benefit   (1)   (4)  (iv)    (5)   (5)
Net earnings (loss) from continuing operations  (12)  14       2   2 

 

i.Under Spanish GAAP, MotoGP was historically required to recognize revenue from all multi-year contracts that contained annual escalation clauses on a straight-line basis. Under U.S. GAAP, MotoGP will generally recognize revenue from multi-year contracts that contain annual escalation clauses in accordance with the contracted amount for the related year. This adjustment reflects the removal of the straight-line adjustment on revenue.

 

ii.Under Spanish GAAP, goodwill is amortized on a straight-line basis. Under U.S. GAAP, goodwill is not amortized. Therefore, the historical amortization of goodwill for the year ended December 31, 2024, has been reversed.

 

iii.Under Spanish GAAP, MotoGP was historically required to recognize expenses from certain multi-year contracts with annual escalation clauses on a straight-line basis. Under U.S. GAAP, MotoGP will generally recognize expenses in accordance with the contracted amount for the related year. This adjustment reflects the removal of the straight-line adjustment on cost of MotoGP revenue.

 

iv.Reflects the income tax effect of Spanish GAAP to U.S. GAAP adjustments by applying the Spanish statutory income tax rate of 25.0%.

 

9

 

 

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

v.The Adjusted MotoGP U.S. GAAP (USD) column translates the Adjusted MotoGP U.S. GAAP (EUR) column using the exchange rate previously discussed for the year ended December 31, 2024.

 

The MotoGP historical amounts included in the unaudited pro forma condensed combined balance sheet and statements of operations have been formatted to reflect the rounding convention used by Liberty Media.

 

Note 3: Alignment Adjustments

 

Alignment adjustments represent the adjustments required to conform MotoGP historical financial statements to the Company’s historical financial statements with respect to the Company’s accounting policies and the Company’s presentation.

 

During the preparation of the unaudited pro forma condensed combined financial information, the Company performed an analysis to identify differences in accounting policies and methodologies between the Company and MotoGP. As a result of the review, management did not become aware of any material differences, other than certain reclassifications necessary to conform MotoGP to Liberty Media’s financial statement presentation. See note 2 for additional information on the historical financial information of MotoGP after application of the alignment adjustments.

 

10

 

 

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

The Company made the following alignment adjustments to MotoGP’s financial information as of June 30, 2025, to conform to the Company’s financial statement presentation:

 

   Balance Sheet as of June 30, 2025    
MotoGP Financial Statement Line  Historical
MotoGP
(EUR)
   Alignment
Adjustments
(EUR)
   Historical
MotoGP
(EUR)
   Liberty Media Financial Statement Line
Assets                  
Current assets:                  
Cash and cash equivalents  320      320   Cash and cash equivalents
Current prepayments and accrued income   22        22   Other current assets
Current financial assets   1        1   Other current assets
Trade receivables for sales and services   75    (7)   68   Trade and other receivables, net
Tax receivables   14        14   Other current assets
Inventories   1        1   Other current assets
Other current assets       7    7   Other current assets
Total current assets   433        433    
Goodwill   251        251   Goodwill
Patents, licenses, trademarks and similar   1        1   Intangible assets subject to amortization, net
Other intangible assets   2,251        2,251   Intangible assets subject to amortization, net
Land and buildings   1        1   Property and equipment, at cost
Plant and other items of property, plant and equipment   12    54    66   Property and equipment, at cost
Accumulated depreciation       (54)   (54)  Accumulated depreciation
Loans to companies   2        2   Other assets
Other financial assets   3        3   Other assets
Non-current trade debtors   41        41   Other assets
Deferred tax assets   6        6   Other assets
Other assets   1        1   Other assets
Total assets  3,002      3,002    
                   
Liabilities and Equity                  
Current liabilities:                  
Current accruals and deferred income  90      90   Deferred revenue
Payable to suppliers   72        72   Accounts payable and accrued liabilities
Tax payables   11        11   Other current liabilities
Other financial liabilities   3        3   Other current liabilities
Total current liabilities   176        176    
Bank borrowings   973        973   Long-term debt
Obligations under finance leases   2        2   Other liabilities
Trade and other long-term payables   17        17   Other liabilities
Deferred tax liabilities   551        551   Deferred income tax liabilities
Total liabilities   1,719        1,719    
                   
Stockholders' equity:                  
Share capital   10        10   Additional paid-in capital
Reserves   1,269        1,269   Retained earnings
Other shareholder contributions   9        9   Additional paid-in capital
Loss for the year attributable to the Parent   (5)       (5)  Retained earnings
Total equity   1,283        1,283    
Total liabilities and equity  3,002      3,002    

 

11

 

 

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

The Company made the following alignment adjustments to MotoGP’s financial information for the six months ended June 30, 2025, to conform to the Company’s financial statement presentation:

 

   Statement of Operations for the six months ended
June 30, 2025
    
MotoGP Financial Statement Line  Historical
MotoGP
(EUR)
   Alignment
Adjustments
(EUR)
   Historical
MotoGP
(EUR)
   Liberty Media Financial Statement Line
Revenue  223      223   MotoGP revenue
Procurements   (119)       (119)  Cost of MotoGP revenue (exclusive of depreciation shown separately below)
Staff costs   (23)       (23)  Selling, general and administrative, including stock-based compensation
Other operating expenses   (8)   (1)   (9)  Selling, general and administrative, including stock-based compensation
Depreciation and amortization charge   (38)       (38)  Depreciation and amortization
Profit from operations   35    (1)   34    
Finance income   4        4   Other, net
Finance costs   (30)       (30)  Interest expense
Exchange differences   (13)   1    (12)  Other, net
Loss before tax   (4)       (4)   
Income tax   (1)       (1)  Income tax (expense) benefit
Consolidated loss for the year   (5)       (5)   
Loss for the year attributable to the parent  (5)     (5)   

 

The Company made the following alignment adjustments to MotoGP’s financial information for the year ended December 31, 2024, to conform to the Company’s financial statement presentation:

 

   Statement of Operations for the year ended
December 31, 2024
    
MotoGP Financial Statement Line  Historical
MotoGP
(EUR)
   Alignment
Adjustments
(EUR)
   Historical
MotoGP
(EUR)
   Liberty Media Financial Statement Line
Revenue  462      462   MotoGP revenue
Procurements   (232)       (232)  Cost of MotoGP revenue (exclusive of depreciation shown separately below)
Staff costs   (41)       (41)  Selling, general and administrative, including stock-based compensation
Other operating expenses   (39)       (39)  Selling, general and administrative, including stock-based compensation
Depreciation and amortization charge   (112)       (112)  Depreciation and amortization
Other gains and losses, net   5        5   Selling, general and administrative, including stock-based compensation
Profit from operations   43        43    
Finance income   8        8   Other, net
Finance costs   (72)       (72)  Interest expense
Change in fair value of financial instruments   4        4   Realized and unrealized gains (losses) on financial instruments, net
Exchange differences   6        6   Other, net
Loss before tax   (11)       (11)   
Income tax   (1)       (1)  Income tax (expense) benefit
Consolidated loss for the year   (12)       (12)   
Loss for the year attributable to the parent  (12)     (12)   

 

Note 4: MotoGP Acquisition Adjustments

 

Preliminary Acquisition Price Allocation

 

The MotoGP acquisition adjustments represent the application of ASC 805 such that the total estimated acquisition price is allocated to the acquired assets and assumed liabilities of MotoGP based on the preliminary determination of fair value for such assets and liabilities. Upon completion of the fair value assessment after the MotoGP Acquisition, it is possible that the final acquisition price allocation will differ from the preliminary allocation outlined below. Any changes to the initial estimates of the fair value of the acquired assets and assumed liabilities will be recorded as adjustments to those assets and liabilities, with the corresponding offset allocated to goodwill. The estimated acquisition consideration is based on the fair value of the acquisition consideration as of the Closing Date.

 

12

 

 

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

The total acquisition consideration for the MotoGP Acquisition was denominated in Euros as required by the SPA. Prior to the Closing Date in January 2025, the Company paid a portion of the acquisition consideration of $131 million (approximately €126 million) in cash to the Sellers in connection with an extension of the “longstop date” in the agreement to accommodate the European Commission’s extended regulatory review of the acquisition. On the Closing Date, the Company paid additional closing consideration of $3,511 million (approximately €2,996 million) in cash. The €126 million was considered prepaid purchase consideration and was translated from Euros to USD as of the Closing Date and was included in other assets in the historical financial statements of the Company. The final translated amount of $148 million is the acquisition date fair value of the prepaid purchase consideration, with the difference of $17 million from the translation recorded in accumulated other comprehensive income on the balance sheet. The total fair value of consideration paid for the MotoGP Acquisition was $3,659 million (approximately €3,122 million).

 

The calculated value assigned to intangible assets has been estimated by management utilizing a third-party preliminary valuation report utilizing valuation techniques including the income, cost and market approaches. The Company has preliminarily identified goodwill, MotoGP’s rightsholder agreement with the Fédération Internationale de Motocyclisme (“FIM”) and customer relationships as the primary intangible assets. The FIM rightsholder agreement was valued utilizing the relief-from-royalty method. The customer relationship assets were valued utilizing the multi-period excess earnings method, which is a specific application of the discounted cash flow method. Goodwill is calculated as the excess of the consideration transferred over the identifiable net assets acquired and represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including assembled workforce, value associated with future customers, continued innovation and noncontractual relationships.

 

As part of the MotoGP Acquisition, the Company and the Rollover Sellers entered into a Shareholders’ Agreement that became effective on the Closing Date.  The Shareholders’ Agreement provides for, among other things, the liquidity rights of the Rollover Sellers with respect to the transfer of 16% of the equity interests in MotoGP that continued to be owned by the Rollover Sellers subsequent to the Closing Date.  The Shareholders’ Agreement provides for certain put and call rights in favor of the Rollover Sellers and the Company.  The Rollover Sellers have the right to cause the Company to acquire the equity interests of MotoGP held by the Rollover Sellers as follows: (i) one-third following the third anniversary of the Closing Date, (ii) two-thirds following the fifth anniversary of the Closing Date, less any equity interests previously acquired by the Company, and (iii) all remaining equity interests held following the sixth anniversary of the Closing Date.  Additionally, from and after the eighth anniversary of the Closing Date, the Company has an annual call right to acquire any or all remaining equity interests held by the Rollover Sellers and the Rollover Sellers have an annual put right to cause the Company to acquire any or all remaining equity interests held by the Rollover Sellers.  The price to be paid by the Company to acquire any equity interests from the Rollover Sellers will be equal to the fair market value with such fair market value determined in accordance with the terms of the Shareholders’ Agreement.  Upon the exercise of any put or call right, the Company is permitted to satisfy up to 50% of such consideration payable in the form of the delivery of unregistered shares of Series C Liberty Formula One common stock with the remaining consideration payable in cash.  Since the potential redemption of the MotoGP equity interests held by the Rollover Sellers is not within the control of the Company and any redemption must also involve the use of cash, the Company will account for the noncontrolling interest in MotoGP as a redeemable noncontrolling interest outside of permanent equity.  The redeemable noncontrolling interest is initially recorded at fair value as part of the acquisition accounting.

 

i.The preliminary acquisition price and acquisition price allocation are presented as follows:

 

Acquisition Consideration     
Prepaid consideration  $148 
Closing consideration   3,511 
Total acquisition consideration  $3,659 

 

13

 

 

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

Preliminary Acquisition Price Allocation     
Cash and cash equivalents  $375 
Trade and other receivables, net   80 
Other current assets   46 
Goodwill   3,015 
Intangible assets subject to amortization, net   2,789 
Other assets   23 
Accounts payable and accrued liabilities   (83)
Deferred revenue   (106)
Other current liabilities   (16)
Long-term debt   (1,140)
Deferred income tax liabilities   (671)
Redeemable noncontrolling interest   (650)
Other liabilities   (3)
Total acquisition consideration  $3,659 

 

ii.Reflects the additional transaction costs expected to be incurred by the Company subsequent to June 30, 2025, through the Closing Date.

 

iii.Reflects the elimination of MotoGP’s historical stockholders’ equity as a result of the acquisition by the Company.

 

iv.As part of the valuation analysis, the Company identified the FIM rightsholder agreement and customer relationships as the primary intangible assets. The final fair value determinations for identifiable intangible assets may differ from this preliminary determination, and such differences could be material. The remaining useful life of the acquired intangible assets was estimated based on a preliminary estimate of the period over which substantially all of the cumulative discounted cash flows are expected to be realized. The pro forma adjustment to recognize additional expense related to the increased carrying value of the intangible assets has been computed with the assumption that the assets will be amortized over the estimated useful lives on a straight-line basis.

 

The following table summarizes the estimated fair values and useful lives of MotoGP’s identifiable intangible assets.

 

(in millions, except useful lives)  Estimated Fair
Value
(USD)
   Estimated
Weighted
Average Useful
Life in Years
 
FIM agreement  $1,653    35.5 
Customer relationships   1,130    19.2 
Other   6    1.0 
Total  $2,789      

 

14

 

 

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

The following table presents adjustments to reflect the amortization expense related to the net increase in fair value of the acquired intangible assets using the average exchange rates for June 30, 2025 and December 31, 2024, as previously disclosed:

 

(in millions)  Six months
ended June 30,
2025
   Year ended
December 31,
2024
 
Historical amortization expense  $(35)  $(105)
Pro forma amortization expense   69    142 
Pro forma adjustment  $34   $37 

 

v.Reflects the income tax effect of acquisition pro forma adjustments by applying the Spanish statutory rate of 25.0%.

 

vi.Reflects the removal of the historical prepaid purchase consideration asset that was historically recorded on the Company’s balance sheet as of June 30, 2025. The final translated amount of $148 million is the acquisition date fair value of the prepaid purchase consideration asset.

 

vii.Reflects income attributable to noncontrolling interest based on the 16% of the equity interests in MotoGP retained by the Rollover Sellers.

 

viii.Reflects the elimination of intercompany revenue and cost of sales.

 

Note 5: Financing Transaction Adjustments

 

Prior to, but in connection with, the MotoGP Acquisition, Formula 1 closed the financing of the Incremental. The Incremental provided for a $150 million increase to the TLA and an $850 million increase to the TLB, gross of debt issuance costs. Proceeds received under the TLA and the TLB, net of debt issuance costs were $149 million and $824 million, respectively. The applicable interest rate utilized for pro forma adjustments for the TLA was 5.80%, based on a 1.50% margin and three-month Secured Overnight Financing Rate (“SOFR”) of 4.30%. The applicable interest rate utilized for pro forma adjustments for the TLB was 6.30%, based on a 2.00% margin and three-month SOFR of 4.30%.

 

i.To reflect the increase in long-term debt of $973 million related to Formula 1’s TLA and TLB, net of debt issuance costs:

 

(in millions)  As of June 30,
2025
 
Long-term debt:     
Increase for TLA  $150 
Increase for TLB   850 
Debt issuance costs   (27)
Pro forma adjustment  $973 

 

ii.The table below represents the total incremental interest expense and amortization of debt issuance costs related to the TLA and TLB:

 

(in millions)  Six months
ended June 30,
2025
 
Interest expense:     
New interest expense on TLA and TLB  $(31)
Amortization of new debt issuance costs   (2)
Pro forma adjustment  $(33)

 

15

 

 

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

For every 0.125% variance on the interest rate, the interest expense would change by $0.6 million.

 

(in millions)  Year ended
December 31,
2024
 
Interest expense:     
New interest expense on TLA and TLB  $(62)
Amortization of new debt issuance costs   (5)
Pro forma adjustment  $(67)

 

 

For every 0.125% variance on the interest rate, the interest expense would change by $1.3 million.

 

iii.Reflects cash received for foreign currency forward contracts settled in July 2025 prior to the Closing Date. The table below presents the pro forma adjustment recorded:

 

(in millions)  As of June 30,
2025
 
Foreign Currency Forward Settlement:     
Increase in cash  $126 
Decrease in other current assets  $(126)

 

Note 6: Earnings Per Share

 

Series A, Series B and Series C Liberty Formula One Common Stock

 

The basic and diluted EPS calculations are based on the following weighted average shares outstanding (“WASO”).

 

(number of shares in millions)  Six months
ended June 30,
2025
   Year ended
December 31,
2024
 
Basic WASO   249    240 
Potentially dilutive shares (a)   6    3 
Diluted WASO (b)   255    243 

 

a.Potentially dilutive shares are excluded from the computation of diluted EPS during periods in which losses are reported since the result would be antidilutive.

 

b.For periods in which share settlement of the 2.25% Convertible Senior Notes due 2027, which may be settled in shares of Series C Liberty Formula One common stock, is dilutive, the numerator adjustment includes a reversal of the interest expense and the unrealized gain or loss recorded on the instrument during the period, net of tax where appropriate.

 

16

 

 

LIBERTY MEDIA CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

(amounts in millions)  Six months
ended June 30,
2025
   Year ended
December 31,
2024
 
Basic pro forma earnings (loss) attributable to Liberty Formula One stockholders  $350   $(125)
Adjustments   (8)    
Diluted pro forma earnings (loss) attributable to Liberty Formula One stockholders  $342   $(125)

 

 

17

 

Exhibit 99.2

 

Dorna Sports, S.L. and Subsidiaries

 

Consolidated Financial Statements

for the year ended 31 December 2024

 

 

 

 

INDEPENDENT AUDITOR’S REPORT

 

To the Board of Directors of Dorna Sports, S.L.

 

Qualified Opinion

 

We have audited the consolidated financial statements of Dorna Sports, S.L. and subsidiaries (the “Company”), which comprise the consolidated balance sheet as of December 31, 2024, and the related consolidated statements of profit or loss, changes in equity and cash flows for the year then ended, and the related notes to the consolidated financial statements (collectively referred to as the “financial statements”).

 

In our opinion, except for the effects of not presenting comparative financial statements and the related notes to such statements as discussed in the Basis for Qualified Opinion section of our report, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended in accordance with financial reporting framework applicable in Spain to the Company in the preparation of the consolidated financial statements (“Spanish generally accepted accounting principles” or “Rules for the Preparation of Consolidated Annual Accounts - NOFCAC”).

 

Basis for Qualified Opinion

 

As discussed in Note 3.4 to the financial statements, the Company has not presented comparative financial statements as of and for the year ended December 31, 2023, including the related notes to such statements, required to be presented by Spanish generally accepted accounting principles.

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (“US GAAS”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion.

 

Responsibilities of Management for the Financial Statements

 

Management is responsible for the preparation and fair presentation of the financial statements in accordance with Spanish generally accepted accounting principles, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern at least, but not limited to, 12 months from the end of the reporting period, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

 

 

 

 

Auditor’s Responsibilities for the Audit of the Financial Statements

 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

 

In performing an audit in accordance with US GAAS, we:

 

·Exercise professional judgment and maintain professional skepticism throughout the audit.

 

·Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

 

·Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

 

·Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

 

·Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

 

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

 

/s/ Deloitte Auditores, S.L.

 

Madrid, Spain 

September 17, 2025

 

 

 

 

DORNA SPORTS, S.L. AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2024

(Thousands of Euros)

 

ASSETS  Notes  31/12/24  EQUITY AND LIABILITIES  Notes  31/12/24 
NON-CURRENT ASSETS:      2,607,131  EQUITY:  Note 11   1,287,444 
Intangible assets-  Note 6   2,539,012  SHAREHOLDERS' EQUITY-      1,288,242 
Goodwill      254,117  Share capital      9,828 
Patents, licences, trademarks and similar      848  Share premium      305 
Computer software      1,082  Reserves      1,281,648 
Other intangible assets      2,282,965  Other shareholder contributions      8,379 
Property, plant and equipment-  Note 8   14,322  Loss for the year attributable to the Parent      (11,918)
Land and buildings      907  VALUATION ADJUSTMENTS-  Note 14   (798)
Plant and other items of property, plant and equipment      13,272  Hedges      (798)
Property, plant and equipment in the course of construction      143           
Non-current financial assets-  Notes 9.1 & 9.2   6,173  NON-CURRENT LIABILITIES:      1,551,730 
Loans to companies      2,650  Long-term provisions-  Note 15   1,453 
Other financial assets      3,523  Other provisions      1,453 
Non-current trade debtors  Note 9.1   40,710  Non-current payables-  Notes 12.1 & 12.2   974,929 
Deferred tax assets  Note 16.4   6,914  Bank borrowings      972,294 
          Obligations under finance leases  Note 7   2,100 
          Derivatives  Note 14   535 
          Non-current trade creditors  Note 12.1   17,013 
CURRENT ASSETS:      301,485  Deferred tax liabilities  Note 16.4   558,335 
Inventories      610           
Trade and other receivables-  Note 9.1   59,776  CURRENT LIABILITIES:      69,442 
Trade receivables for sales and services      45,840  Current payables-  Notes 12.1 & 12.2   4,754 
Sundry accounts receivable      831  Bank borrowings      503 
Employee receivables      8  Obligations under finance leases  Note 7   839 
Tax receivables  Note 16   13,097  Derivatives  Note 14   2,177 
Current financial assets-  Notes 9.1 & 9.3   788  Other financial liabilities      1,235 
Loans to companies      751  Trade and other payables-  Note 12.1   58,997 
Other financial assets      37  Payable to suppliers      51,534 
Current prepayments and accrued income      1,410  Tax payables  Note 16   3,215 
Cash and cash equivalents-  Note 10   238,901  Other payables  Note 5.13   4,248 
Cash      238,901  Current accruals and deferred income  Note 17   5,691 
TOTAL ASSETS      2,908,616  TOTAL EQUITY AND LIABILITIES      2,908,616 

 

The accompanying Notes 1 to 22 are an integral part of the consolidated balance sheet as at 31 December 2024.

 

- 1 -

 

 

DORNA SPORTS, S.L. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENT OF PROFIT OR LOSS FOR 2024

(Thousands of Euros)

 

   Notes  2024 
Revenue:  Note 18.1   461,949 
Services      461,949 
Procurements:  Note 18.1   (232,185)
Cost of goods held for resale sold      (232,185)
Other operating income:      59 
Non-core and other current operating income      59 
Staff costs:  Note 18.2   (40,595)
Wages, salaries and similar expenses      (30,469)
Employee benefit costs      (10,126)
Other operating expenses:      (38,852)
Outside services  Note 18.3   (18,144)
Taxes other than income tax      (69)
Losses on and write-down of trade receivables and changes in provisions for commercial transactions  Note 9.4   (20,639)
Depreciation and amortisation charge  Notes 6 & 8   (111,646)
Other gains and losses, net      4,505 
PROFIT FROM OPERATIONS      43,235 
         
Finance income:      8,151 
From marketable securities and other financial instruments-      8,151 
  Third parties      8,151 
Finance costs:      (71,510)
On debts to third parties      (71,510)
Changes in fair value of financial instruments  Note 14   3,540 
Exchange differences      5,414 
Impairment and gains or losses on disposals of financial instruments  Note 9.3   (231)
Impairment and other losses      (231)
FINANCIAL LOSS      (54,636)
LOSS BEFORE TAX      (11,401)
Income tax  Note 16.3   (517)
CONSOLIDATED LOSS FOR THE YEAR      (11,918)
LOSS FOR THE YEAR ATTRIBUTABLE TO THE PARENT      (11,918)

 

The accompanying Notes 1 to 22 are an integral part of the consolidated statement of profit or loss for 2024.

 

- 2 -

 

 

DORNA SPORTS, S.L. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR 2024

A) CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE

(Thousands of Euros)

 

   2024 
LOSS PER CONSOLIDATED STATEMENT OF PROFIT OR LOSS (I)   (11,918)
      
Income and expense recognised directly in consolidated equity:     
Arising from revaluation of financial instruments-     
Cash flow hedges (Note 14)   (1,575)
Tax effect (Note 16.4)   394 
TOTAL INCOME AND EXPENSE RECOGNISED DIRECTLY IN CONSOLIDATED EQUITY (II)   (1,181)
      
Transfers to consolidated profit or loss:     
Cash flow hedges (Note 14)   466 
Tax effect (Note 16.4)   (117)
TOTAL TRANSFERS TO CONSOLIDATED PROFIT OR LOSS (III)   349 
TOTAL RECOGNISED INCOME AND EXPENSE (I+II+III)   (12,750)

 

The accompanying Notes 1 to 22 are an integral part of the consolidated statement of recognised income and expense for 2024.

 

- 3 -

 

 

DORNA SPORTS, S.L. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR 2024

B) CONSOLIDATED STATEMENT OF CHANGES IN TOTAL EQUITY

(Thousands of Euros)

 

            Other          
   Share  Share     Shareholder  Loss for  Valuation    
   Capital  Premium  Reserves  Contributions  the Year  Adjustments  Total 
BALANCE AT 31 DECEMBER 2023   9,828   305   1,308,465   8,379   (26,817)  34   1,300,194 
Recognised income and expense   -   -   -   -   (11,918)  (832)  (12,750)
Allocation of 2023 loss   -   -   (26,817)  -   26,817   -   - 
BALANCE AT 31 DECEMBER 2024   9,828   305   1,281,648   8,379   (11,918)  (798)  1,287,444 

 

The accompanying Notes 1 to 22 are an integral part of the consolidated statement of changes in total equity for 2024.

 

- 4 -

 

 

DORNA SPORTS, S.L. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENT OF CASH FLOWS FOR 2024

(Thousands of Euros)

 

   Notes  2024 
CASH FLOWS FROM OPERATING ACTIVITIES:      81,620 
Loss for the year before tax      (11,401)
Adjustments for-      182,416 
Depreciation and amortisation charge  Notes 6 & 8   111,646 
Impairment losses  Note 9.4   20,639 
Impairment of financial instruments  Note 9.3   231 
Finance income      (8,151)
Finance costs      71,510 
Exchange differences      (5,414)
Changes in fair value of financial instruments  Note 14   (3,540)
Other gains and losses, net      (4,505)
Changes in working capital-      (13,881)
Inventories      (39)
Trade and other receivables      9,896 
Other current assets      40 
Trade and other payables      (21,350)
Other current liabilities      (2,428)
Other cash flows from operating activities-      (75,514)
Interest paid      (71,226)
Interest received      9,255 
Income tax paid      (13,359)
Other amounts received (paid)      (184)
         
CASH FLOWS FROM INVESTING ACTIVITIES:      (2,608)
Payments due to investment-      (18,529)
Intangible assets  Note 6   (16,210)
Property, plant and equipment  Note 8   (2,319)
Proceeds from disposal-      15,921 
Property, plant and equipment  Note 8   24 
Other financial assets      15,897 
         
CASH FLOWS FROM FINANCING ACTIVITIES:      (1,261)
Proceeds and payments relating to financial liability instruments-      (1,261)
Repayment of bank borrowings      (1,141)
Repayment of other borrowings      (120)
         
EFFECT OF FOREIGN EXCHANGE RATE CHANGES      4,694 
         
NET INCREASE/DECREASE IN CASH AND CASH EQUIVALENTS      82,445 
         
Cash and cash equivalents at beginning of year  Note 10   156,456 
Cash and cash equivalents at end of year  Note 10   238,901 

 

The accompanying Notes 1 to 22 are an integral part of the consolidated statement of cash flows for 2024.

 

- 5 -

 

 

Dorna Sports, S.L.
and Subsidiaries

 

Notes to the consolidated financial statements
for the year ended 31 December 2024

 

1.Group activities

 

The Parent was incorporated on 30 June 2006 under the name of Tinagen Grupo de Inversiones, S.L. and its registered office is located at calle Príncipe de Vergara no. 183, Madrid.

 

On 14 February 2019, Dorna SBK Holdings, S.A.R.L. sold shares of Dorna Sports, S.L. to Global Bike SP, S.L. (Sole-Shareholder Company). This transaction gave Global Bike SP, S.L. (Sole-Shareholder Company) an ownership interest of 78.63% in Dorna Sports, S.L.

 

On 14 October 2019, the shareholders at the Annual General Meeting of Dorna Sports, S.L. and the sole shareholder of Global Bike SP, S.L.U. (majority shareholder of the former) approved the merger by absorption of the latter by the former, by way of dissolution without liquidation of the absorbed company. The aforementioned merger was registered at the Mercantile Registry on 16 December 2019.

 

As a result of the merger Dorna Sports, S.L. became the Parent of the Dorna Group and has been, therefore, the entity responsible for preparing consolidated financial statements since then.

 

The Group engages basically in the following business activities:

 

1.            Creation, promotion and marketing of advertising media, as well as any other activities requiring advertising support.

 

2.            Marketing of all manner of mechanical, electromechanical and electronic products, including the import, export, sale and distribution thereof.

 

3.            Acquisition of advertising, image, sponsorship and similar rights for their exploitation or sale to third parties.

 

4.            Organisation, promotion, production and staging of public events and shows.

 

5.            Operation of premises for cultural, sports, artistic and hospitality activities.

 

6.            Subscription, acquisition, ownership and disposal of marketable fixed-income or equity securities of any kind and of investments in companies of any nature.

 

7.            Provision of advisory, management and management support services to companies forming part of the corporate group or which are related thereto.

 

8.            Provision of services and marketing of all manner of goods and products electronically, and management and sale through any media, including the Internet, of tickets for all types of events and shows.

 

9.            The representation of, and technical and professional advisory services to, sportsmen and women.

 

10.          The organisation, editing, production, marketing and presentation of all types of audiovisual, cinema and television productions.

 

These activities are carried on basically in the area of sports events.

 

- 6 -

 

 

2.Subsidiaries and associates

 

2.1 Subsidiaries

 

The subsidiaries, which are the companies over which the Group exercises or can exercise, directly or indirectly, control, which is taken to be the power to govern the financial and operating policies of the subsidiary so as to obtain economic benefits from its activities, were fully consolidated. Control is, in general but not exclusively, presumed to exist when the Parent owns directly or indirectly more than half of the voting power of the investee.

 

The detail of the subsidiaries included in the scope of consolidation is shown in the table below. They all have the same reporting period as the parent and the Group.

 

      Taxpayer  
Company Registered Office City Identification Number Main Line of Business
         
International Events Services, S.L.U. Príncipe de Vergara, 183 Madrid B82626144 Sale of advertising services
Dorna Worldwide, S.L.U. Príncipe de Vergara, 183 Madrid B82846320 Promotion of sports events
Dorna Italy Holding, S.R.L. Viale Luca Gauricio 9/11 Rome 09717371000 Holding company
Dorna WSBK Organization, S.R.L. Viale Luca Gauricio 9/11 Rome 09251551009 Organisation and promotion of sports events and sale of advertising rights
Dorna WSBK Organization, S.R.L. Sucursal en España Carrer Narcís Monturiol, 2 Barcelona W0057111G Organisation and promotion of sports events and sale of advertising rights
         

 

   Percentage of Ownership   Thousands of Euros 
Company  Direct   Indirect   Total   Cost of the
Investment
   Impairment
Losses
   Share
Capital
   Share
Premium/
Reserves/
Other
   Profit
(Loss) at 31
December 2024
 
International Events Services, S.L.U. (1)   100    -    100    5,499    -    310    5,202    77 
Dorna Worldwide, S.L.U. (1)   100    -    100    1,621    -    436    6,599    672 
Dorna Italy Holding, S.R.L. (1)   100    -    100    39,494    (9,382)   25,297    2,020    503 
Dorna WSBK Organization, S.R.L. (1)   -    100    100    -    -    500    4,386    (718)
                   46,614    (9,382)   26,543    18,207    534 

 

(1)Companies audited by Deloitte.

 

In 2024 the Parent acquired 8.8% of the total share capital of an EIG engaging in the development and performance of various research and development projects being performed in the current year. At year-end the Company held this ownership interest for EUR 1.

 

2.2 Associates

 

Associates are accounted for using the equity method. Associates are companies over whose management significant influence is exercised, which is understood to be the power to influence the investee’s financial and operating policy decisions, but not control or joint control. Significant influence is presumed to exist over companies in which the percentage of ownership is 20% or more. Also, ownership interests, even where they are majority interests, in companies that are in liquidation are accounted for using the equity method.

 

The equity method consists of including the amount of the net assets and any goodwill relating to the percentage of ownership held in the associate in the consolidated balance sheet line item “Investments Accounted for Using the Equity Method”. The net profit or loss for each year corresponding to the percentage of ownership of these companies is reflected under “Share of Profit (Loss) of Companies Accounted for Using the Equity Method” in the consolidated statement of profit or loss. The higher value of the net assets and implicit goodwill is reduced in subsequent years with a charge to consolidated profit or loss as the corresponding asset items are depreciated, become impaired or are derecognised or sold to third parties.

 

- 7 -

 

 

The detail of the associates included in the scope of consolidation is shown in the table below. They all have the same reporting period as the Group:

 

         
Company Registered Office City Taxpayer Identification Number Main Line of Business
         
Exclusivas Rralco, S.A. (in liquidation) Príncipe de Vergara, 183 Madrid A28166932 In liquidation
         

 

  Percentage of Ownership   Thousands of Euros 
Company  Direct   Indirect   Total   Cost of the
Investment
   Impairment
Losses
   Share
Capital
   Reserves   Profit
(Loss) at 31
December 2024
 
Exclusivas Rralco, S.A. (in liquidation)   -    100    100    1,554    (1,554)   -    (535)   - 

 

 

3.Basis of presentation of the consolidated financial statements

 

3.1 Fair presentation

 

On 29 March 2024, Liberty Media Corporation entered into a Share Purchase Agreement, with Libertad Especia, S.L.U., a private limited company incorporated in Spain and a wholly owned subsidiary of Liberty Media Corporation (“Buyer”), Global Racing LX2 S.à.r.l., a company incorporated in Luxembourg (“Institutional Seller”), Global Racing LX1 S.à.r.l., a company incorporated in Luxembourg (“LX1 Seller”), and certain current Dorna management equity holders (the “Management Sellers” and together with the Institutional Seller and LX1 Seller, the “Sellers”). The closing of this agreement is dated 3 July 2025.

 

The Board of Directors is preparing these consolidated financial statements as of and for the year ending 31 December 2024 to be used during the acquisition process and to be filed as part of the Form 8-K filing of Liberty Media Corporation.

 

These Consolidated Financial Statements comprise the Consolidated Balance Sheet, Consolidated Statements of Profit or Loss, Changes in Equity, Cash Flows and Notes (the Consolidated Financial Statements).

 

As mentioned above, these Consolidated Financial Statements have not been prepared to comply with statutory legal requirements.

 

The accompanying Consolidated Financial Statements have been prepared on the basis of the accounting records of the Parent and its subsidiaries.

 

The Consolidated Financial Statements for the year ended 31 December 2024 have been prepared in accordance with the regulatory financial reporting framework applicable to the Group (mainly the Spanish General Chart of Accounts approved by Royal Decree 1514/2007, the Standards for the Preparation of Consolidated Annual Accounts approved by Royal Decree 1159/2010, and its subsequent amendments), to give a true and fair view of the consolidated equity and consolidated financial position at 31 December 2024 and consolidated results of operations, changes in consolidated equity, and consolidated cash flows for the year then ended.

 

- 8 -

 

 

There are no exceptional reasons why the legal provisions for accounting matters have not been applied in order to present an accurate picture, except for the matters indicated in 3.4 bellow (comparative information).

 

3.2 Accounting principles

 

The accounting principles and criteria applied in preparing these Consolidated Financial Statements are those summarized in Note 5 of these financial statements. The mandatory accounting principles that have a significant effect on these Consolidated Financial Statements have been applied. Non-mandatory accounting principles have not been applied.

 

3.3 Key issues in relation to the measurement and estimation of uncertainty

 

In preparing the Consolidated Financial Statements estimates were made by the Parent's directors in order to measure certain of the assets, liabilities, income, expenses and obligations reported herein.

 

These estimates relate basically to the following:

 

- The assessment of possible impairment losses on certain assets.

 

- The useful life of intangible assets and property, plant and equipment.

 

- The assessment of impairment of goodwill.

 

- The fair value of certain financial instruments.

 

- The calculation of provisions.

 

- The recoverability of deferred tax assets recognised.

 

- The recognition of revenue.

 

Although these estimates were made on the basis of the best information available at 31 December 2024, events that take place in the future might make it necessary to change these estimates (upwards or downwards) in coming years. Changes in accounting estimates would be applied prospectively.

 

At 31 December 2024, the Group had positive working capital of EUR 232,043 thousand and a high level of liquidity. In this context, the Parent’s directors consider that there is no risk to the Group's ability to realise its assets and settle its liabilities for the amounts and with the classification reflected in the accompanying consolidated balance sheet as at 31 December 2024 and, therefore, they prepared these Consolidated Financial Statements in accordance with the going concern basis of accounting.

 

3.4 Comparative information

 

The Consolidated Balance Sheet, the Consolidated Statements of Profit or Loss, Changes in Equity, Cash Flows and the Notes thereto for 2024 do not include comparative figures for 2023.

 

These Consolidated Financial Statements have been prepared solely for the purpose of meeting the requirements of US Securities and Exchange Commission (“SEC”) Rule 3-05 of Regulation S-X, following the acquisition by Liberty Media Corporation (see note 3.1). These Consolidated Financial Statements have been prepared in accordance with the Spanish General Chart of Accounts approved by Royal Decree 1514/2007, which have been applied consistently except that no comparative information has been presented in these Consolidated Financial Statements, as no comparatives are required under SEC Rule 3-05 of Regulation S-X. Nonetheless, this is a departure from accounting rules in Spain, as comparative figures are required to be presented.

 

- 9 -

 

 

3.5 Grouping of items

 

Certain items in The Consolidated Balance Sheet, the Consolidated Statements of Profit or Loss, Changes in Equity and Cash Flows are grouped together to facilitate their understanding; however, whenever the amounts involved are material, the information is broken down in the related notes to the Consolidated Financial Statements.

 

3.6 Changes in accounting policies

 

In 2024 there were no significant changes in accounting policies with respect to those applied in 2023.

 

4.Allocation of loss

 

The proposed allocation of the Parent's loss for 2024 that its directors will submit for approval by the shareholders at the Annual General Meeting is as follows:

 

   Thousands 
   of Euros 
Basis of allocation:     
Loss for the year   (12,319)
    (12,319)
Allocation to:     
Prior years' losses   (12,319)
    (12,319)

 

5.Accounting policies

 

The principal accounting policies used by the Group in preparing its Consolidated Financial Statements for 2024, in accordance with the Spanish National Chart of Accounts, were as follows:

 

5.1 Basis of consolidation

 

Transactions between consolidated companies

 

The balances and transactions and results of operations between fully consolidated companies were eliminated on consolidation.

 

Uniformity of items

 

The accounting policies and procedures used by the Group companies were unified in order to present the Consolidated Financial Statements on a uniform basis.

 

Translation of financial statements denominated in foreign currency

 

The financial statements of investees with a functional currency other than the presentation currency (the euro) were translated to euros as follows:

 

-The assets and liabilities in their balance sheets were translated at the exchange rates ruling at the balance sheet date.

 

-The income and expense items were translated at the cumulative average exchange rates for the period in which they arose.

 

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-Any resulting exchange differences are recognised in equity under “Translation Differences”.

 

When control, joint control or a significant influence over a company with a functional currency other than the euro is lost, the translation differences recognised as a component of equity relating to that company are recognised in profit or loss at the same time as the gain or loss on the disposal is recognised. If the investee with a functional currency other than the euro is a jointly controlled entity or associate and a partial disposal takes place that does not result in a change of classification of the investee or results in the jointly controlled entity becoming an associate, only the proportional part of the translation differences is recognised in profit or loss.

 

5.2 Goodwill and business combinations

 

The obtainment by the Parent of control over a subsidiary constitutes a business combination to which the acquisition method is applied. When the ownership interest is consolidated subsequently, the equity investment in the subsidiary is generally eliminated on the basis of the values resulting from applying the acquisition method (described below) at the date on which control is obtained.

 

Business combinations are accounted for by applying the acquisition method, for which the acquisition date is determined and the cost of the combination is calculated, and the identifiable assets acquired and the liabilities assumed are measured at their acquisition-date fair value.

 

Goodwill or a gain from a bargain purchase arising from a combination is calculated as the difference between the acquisition-date fair value of the assets acquired and liabilities assumed and the cost of the business combination at the acquisition date.

 

The cost of a business combination is the aggregate of:

 

-The acquisition-date fair value of the assets transferred, the liabilities incurred or assumed and the equity instruments issued.

 

-The fair value of any contingent consideration that depends on future events or on the fulfilment of certain specified conditions.

 

The costs incurred to issue equity or debt securities given up in exchange for the items acquired are not included in the cost of a business combination.

 

Also, the cost of a business combination does not include the fees paid to legal advisers and other professionals involved in the combination or any costs incurred internally in this connection. Such amounts are charged directly to profit or loss.

 

Goodwill is subsequently measured at cost less accumulated amortisation and any accumulated impairment losses recognised. In accordance with applicable legislation and Note 5.3, the useful life of the goodwill associated with the rights to the MotoGP World Championship (expiring in 2041) was set at 23 years, and the useful life of the goodwill associated with the rights to the Superbike World Championship (expiring in 2036) was set at 18 years, in line with the term of the agreements related to the exploitation of these rights. Goodwill is amortised on a straight-line basis in both cases. In 2024 an agreement was signed to extend the duration of the two contracts until 2060, establishing, on a prospective basis, that the new useful life of the goodwill of 36 years would be amortised on a straight-line basis in both cases.

 

If, exceptionally, a gain on a bargain purchase arises from the business combination, it is recognised as income in the consolidated statement of profit or loss.

 

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete, and the provisional amounts may be adjusted in the period required to obtain the necessary information. However, the measurement period shall not exceed one year from the acquisition date. The effects of the adjustments made in that period are recognised retrospectively and comparative information for prior periods must be revised as needed.

 

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Subsequent changes in the fair value of the contingent consideration are recognised in profit or loss, unless the consideration has been classified as equity, in which case subsequent changes in its fair value are not recognised.

 

If after control has been obtained there are transactions to sell or purchase the shares of a subsidiary without control being lost, the impact of these transactions not leading to a change in control are recognised in equity and the amount of the goodwill arising on consolidation is not modified.

 

5.3 Intangible assets

 

As a general rule, intangible assets are recognised initially at acquisition or production cost. They are subsequently measured at cost less any accumulated amortisation and any accumulated impairment losses. These assets are amortised over their years of useful life. When the useful life of these assets cannot be estimated reliably, they are amortised over a period of ten years.

 

"Intangible Assets" in the consolidated balance sheet includes basically the following items:

 

1.The acquisition cost of the patent and exclusive operating rights for the Ad Time static advertising system in certain countries.

 

This asset is being amortised on a straight-line basis over ten years. This is the minimum period for which the Parent’s directors consider that the system will be fully operational, in view of its advantages over other existing static advertising systems.

 

  2. Goodwill arising from the acquisition by the previous parent, Global Bike SP, S.L. (Sole-Shareholder Company), of a 78.63% shareholding in Dorna Sports, S.L. that took place on 14 February 2019, which was calculated as the difference between the cost of the investment and the consolidated carrying amount of the acquired company's net assets at the effective acquisition date, established as being 31 January 2019.

 

The goodwill associated with the rights to the MotoGP World Championship (expiring in 2041) is amortised on a straight-line basis over an estimated useful life of 23 years, and the goodwill associated with the rights to the Superbike World Championship (expiring in 2036) is amortised on the same basis over an estimated useful life of 18 years, in accordance with the term of the audiovisual and commercial rights. In 2024 these contracts were extended from 2041 to 2060 and, accordingly, the amortisation on a straight-line basis was adapted to the new useful life agreed (see Note 5.2).

 

Goodwill is allocated to the cash-generating units to which the economic benefits of the business combination synergies are expected to flow. Subsequent to initial recognition, goodwill is measured at cost, less any accumulated amortisation and any accumulated impairment losses recognised. Pursuant to the applicable legislation, the useful life of goodwill was set according to the term of the audiovisual and commercial rights to the MotoGP World Championship and Superbike World Championship, and is amortised on a straight-line basis.

 

Also, at least once a year the Group assesses whether there are any indications that the aforementioned cash-generating units might have become impaired and, if there are, they are tested for impairment using the methodology described in Note 5.5 and, where appropriate, their carrying amount is written down.

 

An impairment loss recognised for goodwill must not be reversed in a subsequent period.

 

3.The acquisition cost of computer software. This non-current asset is amortised on a straight-line basis over five years.

 

4.The amounts paid for the acquisition of title to or the right to use the related items corresponding to the rebranding process performed by the Parent in the year, or for the expenses incurred in the registration thereof. Intellectual property is amortised on a straight-line basis over its useful life, which was generally estimated to be five years.

 

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5.The audiovisual and commercial rights to the various championships acquired in long-term contracts, after all of them were extended to 2060 in 2024, are being amortised until they expire.

 

Also, as a result of the acquisition of 78.63% of the share capital of Dorna Sports, S.L. and the resulting change in control of the Group, the purchase price allocation (PPA) process was performed, which gave rise mainly to an increase in the valuation of the rights to the MotoGP World Championship and Superbike World Championship.

 

5.4 Property, plant and equipment

 

Property, plant and equipment are initially recognised at acquisition cost and are subsequently reduced by the related accumulated depreciation and by any impairment losses recognised.

 

Property, plant and equipment upkeep and maintenance expenses are recognised in the consolidated statement of profit or loss for the year in which they are incurred. However, the costs of improvements leading to increased capacity or efficiency or to a lengthening of the useful lives of the assets are capitalised.

 

The Group companies depreciate their property, plant and equipment by the straight-line method at annual rates based on the years of estimated useful life of the assets, the detail being as follows:

 

   Years of 
   Estimated 
   Useful Life 
Buildings   33 
Ad Time modules   6 
Tools   5 
Furniture   10 
Computer hardware   4 
Fixtures   7 
Transport equipment   5 - 10 
Other items of property, plant and equipment   5 

 

5.5 Impairment of intangible assets and property, plant and equipment

 

Whenever there are indications of impairment, the Group tests the tangible and intangible assets for impairment to determine whether the recoverable amount of the assets has been reduced to below their carrying amount. In the case of identifiable assets that do not generate independent cash flows, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

Recoverable amount is the higher of fair value less costs of disposal and value in use. Value in use is calculated on the basis of estimated future cash flows discounted at a rate that reflects current market assessments of the time value of money and the specific risks associated with the asset.

 

If the recoverable amount of an asset is estimated to be less than its carrying amount, the latter is reduced to its recoverable amount and an impairment loss is recognised as an expense in the consolidated statement of profit or loss.

 

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased up to the limit of the original amount at which the asset had been carried before the impairment loss was recognised.

 

In view of the purchase and sale agreement at market prices the subject of which is to be the Parent and since the Group's prior years' projections did not evidence any impairment, the Parent's directors concluded that there were no indications of impairment at 31 December 2024, and, accordingly, it was not necessary to perform the impairment test referred to earlier in this Note at year-end, since the acquisition price offered by Liberty Media Corporation exceeds the carrying amount of these assets of the Group at 31 December 2024.

 

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At 31 December 2024 the Parent's directors considered that no significant events had occurred requiring the recognition of impairment losses on the assets.

 

5.6 Leases

 

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards incidental to ownership of the leased asset to the lessee. All other leases are classified as operating leases.

 

Finance leases

 

In finance leases in which the Group acts as the lessee, the cost of the leased assets is presented in the consolidated balance sheet, based on the nature of the leased asset, and, simultaneously, a liability is recognised for the same amount. This amount will be the lower of the fair value of the leased asset and the present value, at the inception of the lease, of the agreed minimum lease payments, including the price of the purchase option when it is reasonably certain that it will be exercised. The minimum lease payments do not include contingent rent, costs for services and taxes to be paid by and reimbursed to the lessor. The total finance charges arising under the lease are allocated to the consolidated statement of profit or loss for the year in which they are incurred using the effective interest method. Contingent rent is recognised as an expense for the period in which it is incurred.

 

Leased assets are depreciated, based on their nature, using similar criteria to those applied to the items of property, plant and equipment that are owned.

 

Operating leases

 

Expenses resulting from operating leases are charged to income in the year in which they are incurred.

 

A payment made on entering into or acquiring a leasehold that is accounted for as an operating lease represents prepaid lease payments that are amortised over the lease term in accordance with the pattern of benefits provided.

 

5.7 Financial instruments

 

i. Financial assets

 

Financial assets are classified in one or other of the following categories:

 

-Financial assets at amortised cost

 

-Financial assets at fair value through equity

 

-Financial assets at cost

 

-Financial assets at fair value through profit or loss

 

The financial assets held by the Group are classified in the following categories:

 

1.Financial assets at amortised cost: these include financial assets, including those admitted to trading on an organised market, for which the Group holds the investment in order to collect contractual cash flows, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

In general, this category includes:

 

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a)            Trade receivables: arising from the sale of goods or the rendering of services with deferred payment in the ordinary course of business; and

 

b)            Non-trade receivables: arising from loans granted by the Group and other receivables with fixed or determinable payments.

 

2.Financial assets at fair value through equity: this category includes financial assets whose contractual terms give rise, on specified dates, to cash flows that are solely payments of principal and interest on the principal amount outstanding, are not held for trading and cannot be classified in the preceding category. This category also includes investments in equity instruments designated irrevocably as such by the Group on initial recognition, provided that they are neither held for trading nor measured on initial recognition at cost.

 

3.Financial assets at fair value through profit or loss: these include financial assets held for trading and financial assets that have not been classified in any of the aforementioned categories. This category also includes the financial assets thus designated by the Group upon initial recognition which would have been included in another category, because their designation as such either eliminates or significantly reduces inconsistent measurement or any accounting mismatches that would otherwise arise.

 

Financial assets are initially recognised at the fair value of the consideration given, plus any directly attributable transaction costs. However, transaction costs directly attributable to financial assets classified as at fair value through profit or loss are recognised in profit or loss.

 

Financial assets at amortised cost are subsequently accounted for using this measurement rule, and the related accrued interest is recognised in profit or loss using the effective interest method.

 

Financial assets at fair value through equity are recognised at fair value, without deducting the transaction costs which might be incurred on their disposal. Gains and losses arising from changes in fair value are recognised directly in equity until the financial asset is derecognised or it is determined that it has become impaired, at which time the amount recognised in equity is taken to the consolidated statement of profit or loss.

 

Financial assets classified as at fair value through profit or loss are measured at fair value and the gains and losses arising from changes in fair value are recognised in the net profit or loss for the year.

 

Investments classified as financial assets at cost are measured at cost net, where appropriate, of any accumulated impairment losses. These losses are calculated as the difference between the carrying amount of the investments and their recoverable amount. Recoverable amount is the higher of fair value less costs of disposal and the present value of the future cash flows from the investment. Unless there is better evidence of the recoverable amount of investments in equity instruments, it is based on the value of the equity of the investee, adjusted by the amount of the unrealised gains existing at the date of measurement, net of the related tax effect.

 

At least at each reporting date the Group tests financial assets not measured at fair value through profit or loss for impairment. Objective evidence of impairment is considered to exist when the recoverable amount of the financial asset is lower than its carrying amount. When this occurs, the impairment loss is recognised in the consolidated statement of profit or loss.

 

In particular, the Group calculates impairment losses on financial assets at amortised cost by writing down the carrying amount of these financial assets if the carrying amount exceeds the present value of the future cash flows to be generated, discounted at the effective interest rate prevailing at the time of initial recognition. Both the write-downs and any subsequent reversals of write-downs when the circumstances giving rise to their recognition cease to exist are recognised, as an expense or as income, respectively, in the consolidated statement of profit or loss.

 

The Group derecognises a financial asset when the rights to the cash flows from the financial asset expire or have been transferred and substantially all the risks and rewards of ownership of the financial asset have also been transferred. However, the Group does not derecognise financial assets, and recognises a financial liability for an amount equal to the consideration received, in transfers of financial assets in which substantially all the risks and rewards of ownership are retained.

 

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ii. Financial liabilities

 

Financial liabilities are classified in one or other of the following categories:

 

-Financial liabilities at amortised cost

 

-Financial liabilities at fair value through profit or loss

 

The Group only has the following financial liabilities:

 

1.Financial liabilities at amortised cost: the Group's loans and payables that have arisen from the purchase of goods or services in the normal course of the Group's business and also those which, not having commercial substance or being derivative financial instruments, arise from loans received by the Group or other payables.

 

These liabilities are initially recognised at the fair value of the items received, adjusted by the directly attributable transaction costs. These liabilities are subsequently measured at amortised cost.

 

2.Financial liabilities at fair value through profit or loss.

 

Liability derivative financial instruments are measured at fair value using the same methods as those described above for financial assets at fair value through profit or loss.

 

Assets and liabilities are presented separately in the consolidated balance sheet and are only presented at their net amount when the Group has a legally enforceable right to set off the recognised amounts and also intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

 

The Group derecognises financial liabilities when the obligations giving rise to them cease to exist.

 

iii. Equity instruments

 

An equity instrument is a contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.

 

Equity instruments issued by the Group are recognised in equity at the proceeds received, net of issue costs.

 

Treasury shares acquired by the Group during the year are recognised at the value of the consideration paid and are deducted directly from equity. Gains and losses on the acquisition, sale, issue or retirement of treasury shares are recognised directly in equity and in no case are they recognised in profit or loss.

 

iv. Hedges

 

The Group uses derivative financial instruments to hedge the risks to which its business activities, operations and future cash flows are exposed. Basically, these risks relate to changes in interest rates and exchange rates. The Group arranges hedging financial instruments in this connection.

 

In order for these financial instruments to qualify for hedge accounting, they are initially designated as such and the hedging relationship is documented. Also, the Group verifies, both at inception and periodically over the term of the hedge (at least at the end of each reporting period), that the hedging relationship is effective, i.e., that it is prospectively foreseeable that the changes in the fair value or cash flows of the hedged item (attributable to the hedged risk) will be offset by changes in the hedging instrument.

 

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The Group uses hedges of the following types, which are accounted for as described below:

 

-      Cash flow hedges: in hedges of this nature, the portion of the gain or loss on the hedging instrument that has been determined to be an effective hedge is recognised temporarily in consolidated equity and is recognised in the consolidated statement of profit or loss in the same period during which the hedged item affects profit or loss, unless the hedge relates to a forecast transaction that results in the recognition of a non-financial asset or a non-financial liability, in which case the amounts recognised in consolidated equity are included in the initial cost of the asset or liability when it is acquired or assumed.

 

-      Fair value hedges: in this case, changes in the fair value of the hedging instrument and the hedged item attributable to the hedged risk are recognised in profit or loss.

 

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer meets the criteria for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in consolidated equity is retained in equity until the forecast transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to net profit or loss for the year.

 

5.8 Inventories

 

Inventories are measured at the lower of acquisition cost and net realisable value. Trade discounts, rebates, other similar items and interest included in the face value of the related payables are deducted in determining the costs of purchase.

 

Net realisable value is the estimated selling price less the estimated costs of completion and costs to be incurred in marketing, selling and distribution.

 

The Group recognises the appropriate write-downs as an expense in the consolidated statement of profit or loss when the net realisable value of the inventories is lower than acquisition cost.

 

5.9 Cash and cash equivalents

 

“Cash and Cash Equivalents” in the consolidated balance sheet includes cash on hand, current accounts at banks, short-term deposits and reverse repurchase agreements that meet all of the following requirements:

 

-They are convertible into cash.

 

-At the date of their acquisition, they had a maturity of three months or less.

 

-They are subject to an insignificant risk of changes in value.

 

-They form part of the Group’s normal cash management policy.

 

5.10 Current prepayments and accrued income and current accruals and deferred income

 

“Current Prepayments and Accrued Income” and “Current Accruals and Deferred Income” in the consolidated balance sheet include collections from clients and advance billings to clients (in the case of current accruals and deferred income) and the payments made to or invoices received in advance from suppliers (in the case of current prepayments and accrued income).

 

5.11 Revenue and expense recognition

 

Revenue and expenses are recognised when the actual flow of the related goods and services occurs, regardless of when the resulting monetary or financial flow arises.

 

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Revenue from the rendering of services is measured at the monetary amount received or, where appropriate, at the fair value of the consideration received or receivable, which, in the absence of evidence to the contrary, will be the price agreed on, net of any discounts, taxes and interest included in the nominal amount of the receivables. The estimated amount of variable consideration will be included in the measurement of revenue only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur.

 

Revenue is recognised when control of a promised service is transferred to a customer.

 

Since revenue recognised over time relates to services control of which is not transferred at a point in time, it is recognised by reference to the progress towards complete satisfaction of the performance obligation at the reporting date, provided reliable information is available to measure this progress. If this is not the case, revenue will only be recognised at an amount equal to the costs incurred that are reasonably expected to be recovered in the future.

 

Revenue generated from performance obligations satisfied at a point in time is recognised at that date, and the costs incurred until then in the production of the services are recognised as inventories.

 

Interest income from financial assets is recognised using the effective interest method and dividend income is recognised when the shareholder's right to receive payment has been established. Interest and dividends from financial assets accrued after the date of acquisition are recognised as income in the consolidated statement of profit or loss.

 

5.12 Provisions and contingencies

 

When preparing the Consolidated Financial Statements the Parent’s directors made a distinction between:

 

a.Provisions: credit balances covering present obligations arising from past events with respect to which it is probable that an outflow of resources embodying economic benefits that is uncertain as to its amount and/or timing will be required to settle the obligations; and

 

b.Contingent liabilities: possible obligations that arise from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more future events not wholly within the Group’s control.

 

The Consolidated Financial Statements include all the provisions with respect to which it is considered that it is more likely than not that the obligation will have to be settled. Contingent liabilities are not recognised in the consolidated balance sheet, but rather are disclosed, unless the possibility of an outflow in settlement is considered to be remote.

 

Provisions are measured at the present value of the best possible estimate of the amount required to settle or transfer the obligation, taking into account the information available on the event and its consequences. Where discounting is used, adjustments made to provisions are recognised as interest cost on an accrual basis.

 

The compensation to be received from a third party on settlement of the obligation is recognised as an asset, provided that there are no doubts that the reimbursement will take place, unless there is a legal relationship whereby a portion of the risk has been externalised as a result of which the Group is not liable; in this situation, the compensation will be taken into account for the purpose of estimating the amount of the related provision that should be recognised.

 

5.13 Long-term remuneration

 

In 2019 the Group established a long-term cash-based incentive plan for certain employees for a maximum of EUR 22,000 thousand.

 

This plan was settled in 2024 for EUR 21,549 thousand, as the conditions established for its settlement were met.

 

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5.14 Termination benefits

 

Under current legislation, the Group is required to pay termination benefits to employees terminated under certain conditions. Therefore, termination benefits that can be reasonably quantified are recognised as an expense in the year in which the decision to terminate the employment relationship is taken.

 

No provision had been recognised in this connection in 2024.

 

5.15 Income tax

 

Tax expense (tax income) comprises current tax expense (current tax income) and deferred tax expense (deferred tax income).

 

The current income tax expense is the amount payable by each company as a result of income tax settlements for a given year. Tax credits and other tax benefits, excluding tax withholdings and pre-payments, and tax loss carryforwards from prior years effectively offset in the current year reduce the current income tax expense.

 

The deferred tax expense or income relates to the recognition and derecognition of deferred tax assets and liabilities. These include temporary differences measured at the amount expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities and their tax bases, and tax loss and tax credit carryforwards. These amounts are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled.

 

Deferred tax liabilities are recognised for all taxable temporary differences, except for those arising from the initial recognition of goodwill or of other assets and liabilities in a transaction that is not a business combination and affects neither accounting profit (loss) nor taxable profit (tax loss).

 

Deferred tax assets are recognised to the extent that it is considered probable that the Group will have taxable profits in the future against which the deferred tax assets can be utilised. The current income tax expense is calculated on the basis of the accounting profit (loss) before tax, increased or decreased, as appropriate, by the permanent differences from taxable profit (tax loss), net, where applicable, of any tax loss carryforwards.

 

The deferred tax assets recognised are reassessed at the end of each reporting period and the appropriate adjustments are made to the extent that there are doubts as to their future recoverability. Also, unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable that they will be recovered through future taxable profits.

 

On 18 June 2019, an agreement was entered into for the distribution of the tax burden under the consolidated tax regime provided for in Consolidated Spanish Income Tax Law 27/2004, of 27 November. Therefore, effective 1 April 2019, Dorna Sports, S.L., Dorna Worldwide, S.L. (Sole-Shareholder Company), International Event Services, S.L. (Sole-Shareholder Company) and Dorna WSBK Organization, S.R.L. Sucursal en España file consolidated income tax returns as tax group 565/19, of which Dorna Sports, S.L. is the tax group representative.

 

The tax group includes Dorna Sports, S.L., International Events Services, S.L.U., Dorna Worldwide, S.L.U. and the branch in Spain of the Italian company Dorna WSBK Organization, S.R.L. as subsidiaries and, accordingly, where applicable, the following criteria were applied: temporary differences arising in the determination of the consolidated tax base due to the elimination of results on transactions between companies in the tax group, where such results have not been realised with third parties, are recognised by the company that had recognised the result; irreversible differences arising in the determination of the consolidated tax base due to the elimination of results on transactions between companies in the tax group, or due to the elimination of dividends distributed among them, are recognised as permanent differences by the company that had recognised the result; and any tax losses offset by the companies composing the tax group are recognised by recording a reciprocal account receivable and payable between the company that reported the loss and the companies that offset it.

 

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5.16 Related party transactions

 

The Group companies perform all their transactions with related parties on an arm’s length basis. Also, the transfer prices are adequately supported and, therefore, the Parent’s directors consider that there are no material risks in this connection that might give rise to significant liabilities in the future.

 

5.17 Foreign currency transactions

 

Foreign currency transactions are recognised at their equivalent euro value. Any exchange gains or losses arising on the settlement of balances deriving from foreign currency transactions are recognised in the statement of profit or loss of the Group companies concerned when they arise.

 

However, at the end of the reporting period, receivables and payables in foreign currencies are translated to euros at the exchange rates then prevailing, and any exchange losses or exchange gains are recognised as an expense or as income, respectively.

 

5.18 Environmental assets and liabilities

 

Environmental assets are deemed to be assets used on a lasting basis in the Group’s operations whose main purpose is to minimise environmental impact and protect and improve the environment, including the reduction or elimination of future pollution.

 

Because of their nature, the Group’s business activities do not have a significant environmental impact.

 

5.19 Current/Non-current classification

 

Current assets are assets associated with the normal operating cycle, which in general is considered to be one year. Other assets which are expected to mature, be disposed of or be realised within 12 months from the end of the reporting period, financial assets held for trading, except for financial derivatives that will be settled in a period exceeding one year, and cash and cash equivalents are also deemed to be current assets. Assets that do not meet these requirements are classified as non-current assets.

 

Similarly, current liabilities are liabilities associated with the normal operating cycle, financial liabilities held for trading and, in general, all obligations that will mature or be extinguished at short term. All other liabilities are classified as non-current liabilities.

 

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6.     Intangible assets

 

The changes in 2024 in the intangible asset accounts and in the related accumulated amortisation were as follows:

 

   Thousands of Euros 
   Beginning
Balance
   Additions   Disposals   Transfers
(Note 8)
   Ending
Balance
 
Cost:                         
Goodwill (b)   376,728    -    -    -    376,728 
Intellectual property (a)   6,699    863    -    -    7,562 
Rights acquired under long-term contracts (c)   3,251,662    31,579    -    -    3,283,241 
Computer software   5,726    746    -    32    6,504 
Total cost   3,640,815    33,188    -    32    3,674,035 
                          
Accumulated amortisation:                         
Goodwill (b)   (111,681)   (10,930)   -    -    (122,611)
Intellectual property (a)   (6,699)   (14)   -    -    (6,714)
Rights acquired under long-term contracts (c)   (903,588)   (96,688)   -    -    (1,000,276)
Computer software   (5,215)   (207)   -    -    (5,422)
Total accumulated amortisation   (1,027,183)   (107,840)   -    -    (1,135,023)
Total intangible assets   2,613,632                   2,539,012 

 

The detail, by asset category, of the fully amortised intangible assets at 31 December 2024 is as follows:

 

   Thousands of
Euros
 
   31/12/24 
Intellectual property   6,699 
Rights acquired under long-term contracts   3,100 
Computer software   3,989 
    13,788 

 

The main intangible asset balances relate to the following:

 

a.At 31 December 2024, this account included basically the acquisition cost of the patent for the Ad Time dynamic advertising display system for various countries, including Spain, Japan and Italy.

 

b.As a result of the acquisition by Global Bike SP, S.L. (Sole-Shareholder Company) of 78.63% of the shares of Dorna Sports, S.L. on 14 February 2019, a PPA process was performed to calculate the fair value of the assets acquired and the liabilities assumed, and the carrying amount of the initial goodwill amounted to EUR 337,828 thousand. As indicated in Note 1 to these Consolidated Financial Statements, in 2019 Global Bike SP, S.L. (Sole-Shareholder Company) was merged by absorption into Dorna Sports, S.L., the current Parent of the Group.

 

c.Rights acquired under long-term contracts: these relate to the audiovisual and commercial rights to the MotoGP World Championship and the Superbike World Championship. They also include the rights to the MotoE World Cup and Moto3 Junior World Championship, as well as exclusive rights to organise, promote and manage globally the motorcycling activity for bikes powered by renewables or hybrid technologies (or, in general, any types of power or energy sources other than traditional fuel sources). In 2024 all of these rights were extended from the 2041 season to the 2060 season in exchange for EUR 31,579 thousand, of which EUR 16,977 thousand had not yet been paid at 31 December 2024 and was recognised under “Payable to Suppliers” in the consolidated balance sheet.

 

- 21 -

 

 

Rights acquired under long-term contracts

 

At 31 December 2024, the Group held the audiovisual and commercial rights (static advertising, sponsorship, hospitality and merchandising) to the MotoGP and Superbike World Championships until the 2060 season. As a result of the various agreements entered into, mainly with the International Motorcycling Federation (FIM) for the exploitation of the aforementioned rights and with the International Road Racing Teams Association (IRTA), the Group acquired the following payment obligations:

 

   Thousands of
Euros
 
   31/12/24 
2024   - 
2025   92,500 
2026   93,006 
2027   19,433 
2028 and subsequent years   1,059,939 
    1,264,878 

 

On February 28, 2024, the Dorna Group signed an agreement with the Fédération Internationale de Motocyclisme to extend the exploitation of the rights of the Motorcycle World Championship until the 2060. This agreement meant a further increase of 733,851 thousand euros in its future commitments from the 2041 season.

 

The Parent’s directors consider that the cost of the rights acquired will be recovered through future operations.

 

7.     Leases

 

Finance leases

 

At 31 December 2024, the Group, as the lessee under finance leases, had recognised the following leased assets:

 

   Thousands of
Euros
 
   31/12/24 
Cost   3,531 
Accumulated depreciation   (372)
    3,159 

 

The Group had contracted with lessors for the following minimum lease payments (including any purchase options), based on the leases currently in force, without taking into account the charging of common expenses, future increases in the CPI or future contractual lease payment revisions.

 

Minimum Finance  Nominal Value
(Thousands of
Euros)
 
Lease Payments  31/12/24 
Within one year   839 
Between one and five years   2,100 
    2,939 

 

The Group’s most significant finance leases at the end of 2024 were as follows:

 

-Lease of audiovisual equipment for a total amount of EUR 2,270 thousand. The lease commenced on 5 November 2024 and has a term of four years. The nominal value of the purchase option is EUR 60 thousand.

 

-Lease of audiovisual equipment for a total amount of EUR 398 thousand. The lease commenced on 22 January 2024 and has a term of four years. The nominal value of the purchase option is EUR 11 thousand.

 

- 22 -

 

 

-Lease of medical truck for a total amount of EUR 750 thousand. The lease commenced on 20 February 2023 and has a term of 4 years. The nominal value of the purchase option is EUR 20 thousand.

 

Operating leases

 

At 31 December 2024, the Group, as the lessee under operating leases, had contracted with lessors for the following minimum lease payments, based on the leases currently in force, without taking into account the charging of common expenses, future increases in the CPI or future contractual lease payment revisions:

 

Minimum Operating  Nominal Value (Thousands of Euros) 
Lease Payments  31/12/24 
Within one year   2,672 
Between one and five years   1,486 
After five years   157 
    4,315 

 

The operating lease payments recognised as an expense at the end of 2024 amounted to EUR 4,121 thousand (see Note 18.3).

 

At 31 December 2024, the Group had operating leases in relation to the rental of the Madrid and Barcelona offices, which account for the majority of its lease expenses.

 

On 1 December 2022, the lease for the offices housing the head office at calle Príncipe de Vergara, 183 was renewed with expiry set for 31 December 2027. The annual rent is EUR 396 thousand.

 

On 30 April 2021, the lease for the Barcelona office was renewed with expiry set for 31 December 2025. The lease provides for annual rent of EUR 459 thousand, with additional fixed monthly costs of EUR 8 thousand in community association charges.

 

The Group also has a lease for the use of vehicles during the events to be held in the year. This lease runs from 1 January 2021 to 31 December 2025 and the annual lease expense amounts to EUR 379 thousand.

 

These leases are subject to revision in line with the increase in the CPI.

 

- 23 -

 

 

8.     Property, plant and equipment

 

The changes in 2024 in the property, plant and equipment accounts and in the related accumulated depreciation were as follows:

 

   Thousands of Euros 
   Beginning
Balance
   Additions   Disposals   Transfers
(Note 6)
   Ending
Balance
 
Cost:                         
Land and buildings   3,220    -    -    -    3,220 
Ad Time modules   2,908    54    -    -    2,962 
Furniture   1,716    67    (1)   -    1,782 
Computer hardware   9,118    815    (138)   -    9,795 
Fixtures   4,714    228    -    -    4,942 
Transport equipment   5,022    2    (77)   -    4,947 
Other items of property, plant and equipment   34,717    3,689    (216)   -    38,190 
Advances on property, plant and equipment   44    131    -    (32)   143 
Total cost   61,459    4,986    (432)   (32)   65,981 
                          
Accumulated depreciation:                         
Buildings   (2,308)   (5)   -    -    (2,313)
Ad Time modules   (1,762)   (182)   -    -    (1,944)
Furniture   (1,129)   (128)   -    -    (1,257)
Computer hardware   (7,687)   (698)   129    -    (8,256)
Fixtures   (2,641)   (337)   -    -    (2,978)
Transport equipment   (3,888)   (285)   76    -    (4,097)
Other items of property, plant and equipment   (28,847)   (2,171)   204    -    (30,814)
Total accumulated depreciation   (48,262)   (3,806)   409    -    (51,659)
Total property, plant and equipment   13,197                   14,322 

 

The principal additions in 2024 relate to the acquisition of audiovisual material and equipment and new computer hardware. Some of these additions were acquired under finance leases.

 

In 2024 items of property, plant and equipment were sold for a net amount of EUR 23 thousand, and no gains or losses were recognised in profit or loss in consequence.

 

The detail, by asset category, of the fully depreciated property, plant and equipment at 31 December 2024 is as follows:

 

   Thousands of
Euros
 
   31/12/24 
Buildings   2,266 
Ad Time modules   1,513 
Furniture   808 
Computer hardware   6,972 
Fixtures   1,330 
Transport equipment   3,120 
Other items of property, plant and equipment   26,028 
    42,037 

 

The Group takes out insurance policies to cover the possible risks to which its property, plant and equipment are subject. The Parent’s directors consider that insurance cover for these risks at 31 December 2024 was sufficient.

 

Also, at the end of 2024 the Group do not have any firm property, plant and equipment purchase commitments.

 

- 24 -

 

 

9.     Financial assets

 

9.1 Breakdown of financial assets by category

 

The carrying amounts of “Trade and Other Receivables”, “Non-Current Financial Assets” and “Current Financial Assets” were classified for measurement purposes in the following categories at the end of 2024:

 

  Thousands of Euros 
  Non-Current Financial
Instruments
   Current Financial
Instruments
 
Categories  Loans, Derivatives and
Other
   Loans, Derivatives and
Other
 
Financial assets at amortised cost   46,883    60,564 
    46,883    60,564 

 

9.2 Non-current financial assets

 

The detail of “Non-Current Financial Assets” at 31 December 2024 is as follows:

 

  Thousands
of Euros
 
Categories  31/12/24 
Loans to companies (Note 9.3)   2,650 
Other financial assets   3,523 
    6,173 

 

“Other Financial Assets” includes a guarantee of USD 1,961 thousand (31 December 2024: EUR 1,885 thousand) provided to the FIM in relation to the exploitation of the rights to the MotoGP World Championship and another of EUR 1,396 thousand provided for the exploitation of the rights to the Superbike World Championship. The recovery of this amount is linked to the termination of this contract (see Note 6). The other guarantees recognised totalled EUR 162 thousand.

 

         Taxpayer
Company  Registered Office  City  Identification
Number
Fédération Internationale de Motocyclisme  Route de Suisse, 11 CH-1295 MIES  Mies (Switzerland)  397881

 

The detail, by maturity, of “Non-Current Financial Assets” is as follows:

 

   Thousands of Euros 
   2026   2027   2028 and
Subsequent
Years
   Total 
Loans to companies   700    700    1,250    2,650 
Other financial assets   -    -    3,523    3,523 
    700    700    4,773    6,173 

 

- 25 -

 

 

9.3 Current financial assets

 

The detail of “Current Financial Assets” at 31 December 2024 is as follows:

 

  Thousands of
Euros
 
  Loans
and Debt
Securities
 
Categories  31/12/24 
Loans to companies   751 
Other financial assets   37 
    788 

 

The Group holds loans to third parties for an aggregate amount of EUR 4,753 thousand, with accrued interest added to the principal amounting to EUR 588 thousand. The Group has recognised EUR 2,650 thousand of one of the aforementioned loans at long term. In addition, the Group capitalised interest of EUR 231 thousand relating to other borrowings. Also, in 2024 the Group recognised an impairment loss of EUR 231 thousand under “Impairment and Gains or Losses on Disposals of Financial Instruments” and had recognised an impairment loss of EUR 2,171 thousand at year-end.

 

9.4 Information on the nature and level of risk of financial instruments

 

Qualitative information

 

The Group's financial risk management is centralised in the Parent's Financial Department, which has established the mechanisms required to control exposure to interest rate and exchange rate fluctuations and credit and liquidity risk. The main financial risks affecting the Group are as follows:

 

a.Credit risk:

 

The Group is not exposed to significant credit risk, since its customers and the institutions in which cash placements are made or with which derivatives are arranged are highly solvent entities, in which counterparty risk is not significant.

 

The Group's principal financial assets are cash and cash equivalents, trade and other receivables and investments, which represent the Group's maximum exposure to credit risk in relation to financial assets.

 

The Group's credit risk is primarily attributable to its trade receivables. The amounts presented in the consolidated balance sheet are net of allowances for doubtful debts, estimated by Group management based on prior experience and its assessment of the current economic environment. The changes in these adjustments were as follows:

 

   Thousands
of Euros
 
   31/12/24 
Beginning balance   39,721 
Period provisions   20,704 
Amount reversed   (74)
Amount used   (69)
Ending balance   60,282 

 

In 2024 the Group recognised a loss of EUR 9 thousand on uncollectible receivables.

 

- 26 -

 

 

The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks assigned with high credit ratings by international credit rating agencies.

 

b.Liquidity risk:

 

The Group's liquidity policy consists of the arrangement of committed credit facilities and current financial assets for amounts sufficient to cater for the projected liquidity needs for a given period based on the situation and expectations of the debt and capital markets.

 

At 31 December 2024, the Group had cash and cash equivalents amounting to EUR 238,901 thousand and positive working capital of EUR 232,043 thousand.

 

Quantitative information

 

a.Credit risk:

 

The Group does not have a significant concentration of credit risk, with exposure spread over a large number of customers.

 

b.Foreign currency risk:

 

The Group’s policy consists, on certain occasions, of hedging its exposure to exchange rates by arranging hedging financial instruments, thus reducing its exposure to exchange rates of certain contracts.

 

The Group arranged new hedging instruments in 2022 that are still in force (see Note 14).

 

c.Interest rate risk:

 

At 31 December 2024, 50% of the Group's borrowings was associated with interest rate swap derivative financial instruments for a total notional amount of EUR 487,000 thousand (see Note 14), so that a limit of 3.25% Euribor was established on the interest borne on the loans.

 

10.  Cash and cash equivalents

 

The detail of “Cash and Cash Equivalents” at 31 December 2024 is as follows.

 

   Thousands
of Euros
 
   31/12/24 
Cash at banks and credit institutions   238,895 
Cash on hand   6 
Total cash and cash equivalents   238,901 

 

There are no restrictions as to the use of these balances.

 

11.   Equity and shareholders’ equity

 

11.1 Share capital

 

At 31 December 2024, the Parent's share capital amounted to EUR 9,828 thousand and is represented by 9,828,284 fully subscribed and paid registered shares of EUR 1 par value each. These shares are divided into the following classes: Class A, Class B, Class D, Class E and Class F.

 

All the shares carry the same voting and dividend rights, with the following specific features.

 

- 27 -

 

 

Class A and Class B shares confer on their holders the rights and obligations established by law and in the bylaws in their capacity as shareholders. Specifically, each Class A and Class B share carries one (1) vote.

 

Each Class D, E and F share confers on its holder the rights and obligations established by law and in the bylaws in their capacity as shareholder, with the following specific features regarding voting rights:

 

a.Regarding the election or removal of directors, each Class D share carries two hundred and seven thousand, three hundred and twenty-eight (207,328) votes, each Class E share carries zero point seven (0.7) votes (such that Class E shares as a whole carry four million, four hundred and ninety-five thousand, three hundred and thirty (4,495,330) votes on this issue), and each Class F share carries one thousand, seven hundred and thirty-three (1,733) votes.

 

b.With respect to the other issues voted on at the Parent's General Meeting, each Class D, E and F share carries one (1) vote.

 

At 31 December 2024, the shareholders holding more than 10% of the share capital were as follows:

 

   Percentage of   Shares (Class) 
Shareholder  Ownership   A   B   E   F 
Global Racing LX2, S.a.r.l.   78.68    474,499    836,099    6,421,900    15 

 

Also, on 29 March 2024 the shareholders of Dorna Sports, S.L. resolved, subject to regulatory approval, to sell approximately 86% of their shares to Liberty Media Corporation. The transaction valued the Company at EUR 4,200 million.

 

11.2 Share premium

 

The Consolidated Spanish Limited Liability Companies Law expressly permits the use of the share premium account balance to increase capital and does not establish any specific restrictions as to its use.

 

The share premium amounted to EUR 305 thousand at 31 December 2024.

 

11.3 Reserves

 

The detail of “Reserves” at 31 December 2024 is as follows:

 

   Thousands of
Euros
 
   2024 
Reserves of the Parent:     
  Legal reserve   2,002 
  Merger reserves   1,705 
  Other reserves   1,266,782 
Total reserves of the Parent   1,266,782 
      
Reserves of consolidated companies   11,159 
Total consolidated reserves   11,159 
Total reserves   1,281,648 

 

- 28 -

 

 

Legal reserve

 

Under the Consolidated Spanish Limited Liability Companies Law, private limited liability companies must transfer 10% of net profit for each year to the legal reserve until the balance of this reserve reaches at least 20% of the share capital. The legal reserve may only be used to increase capital. Otherwise, until the legal reserve exceeds 20% of share capital, it can only be used to offset losses, provided that sufficient other reserves are not available for this purpose.

 

At 31 December 2024, the legal reserve had reached the legally required minimum.

 

12.Financial liabilities

 

12.1 Breakdown of financial liabilities by category

 

The detail of "Non-Current Payables”, “Current Payables" and “Trade and Other Payables” at the end of 2024 is as follows:

 

  Thousands of Euros 
   Non-Current Financial
Instruments
   Current Financial
Instruments
     
Categories   Bank
Borrowings
   Derivatives
and Other
   Bank
Borrowings
   Derivatives
and Other
   Total 
Financial liabilities at amortised cost or cost   974,394    17,013    1,342    60,232    1,052,981 
Financial liabilities at fair value through profit or loss:                         
Held-for-trading financial liabilities (Note 14)   -    -    -    1,536    1,536 
Hedging derivatives (Note 14)   -    535    -    641    1,176 
    974,394    17,548    1,342    62,409    1,055,693 

 

12.2 Bank borrowings

 

The detail of “Non-Current Liabilities - Bank Borrowings” and “Current Liabilities - Bank Borrowings" in the accompanying consolidated balance sheets as at 31 December 2024 is as follows:

 

   Thousands of Euros 
   Limit   Non-
Current
   Current   Total 
Senior loan   975,000    972,294    -    972,294 
Revolving credit facilities   60,000    -    -    - 
Loan        -    194    194 
Leases        2,100    839    2,939 
Accrued interest payable        -    309    309 
         974,394    1,342    975,736 

 

At 31 December 2024, a gross amount of EUR 975,000 thousand had been drawn down against the senior loan. In accordance with the normal maturity schedule of the loan, the entire amount drawn down is classified as a non-current liability.

 

In addition, a credit line of EUR 60,000 thousand associated with the senior loan is available to the Parent, against which no amounts have been drawn down since it is arranged.

 

- 29 -

 

 

The financing bears floating interest at a rate tied to Euribor plus a spread. The interest accrued in the year ended 31 December 2024 amounted to EUR 69,617 thousand, without taking into consideration the effect of the hedges associated with it (see Note 14).

 

The loan agreement establishes certain restrictions on, inter alia, the distribution of dividends, the acquisition or issue of treasury shares, mergers with non-Group companies and the sale of assets.

 

The arrangement expenses associated with the debt outstanding at 31 December 2024 totalled EUR 2,706 thousand, which is presented as a reduction of the carrying amount of the financial debt and is repaid over the life of the loan using the effective interest method. The amount of senior loan arrangement expenses recognised in the consolidated statement of profit or loss for the year ended 31 December 2024 amounted to EUR 638 thousand.

 

Per the terms and conditions of the related agreements, the loans are structured into the following tranches:

 

   Thousands of
Euros
 
   Borrowings 
   31/12/24 
Senior loan:     
Tranche in euros   975,000 
Arrangement expenses   (2,706)
    972,294 

 

This new loan matures on 31 March 2029.

 

Also, on 27 January 2023 the Group arranged a loan of EUR 1,500 thousand, which matures on 31 January 2025 the interest on which is tied to 3-month Euribor plus a spread.

 

The Group also has finance leases relating mainly to audiovisual equipment and a medical truck (see Note 8). In 2024 lease payments were made totalling EUR 383 thousand.

 

13.Balances with related companies

 

The detail of the balances with related companies at 31 December 2024 is as follows:

 

    Thousands of
Euros
 
    31/12/24 
Current payables:     
Bridgepoint Advisers Limited   - 
CPPIB Equity Investments Inc.   - 
    - 

 

- 30 -

 

 

The detail of the transactions with related companies in the years ended 31 December 2024, which related to finance income and finance costs, is as follows:

 

   Thousands of
Euros
 
    31/12/24 
Purchases/Expenses:     
Bridgepoint Advisers Limited   175 
CPPIB Equity Investments Inc.   174 
    349 

 

14.Derivative financial instruments

 

Group policy consists, on certain occasions, of hedging its exposure to both interest rate changes, as a result of its borrowings, and exchange rate fluctuations, by arranging derivative financial instruments.

 

In 2022 the Group entered into new derivative financial instruments to hedge the interest rate risk additional to those existing at 2021 year-end, some of which were classified for accounting purposes as cash flow hedges. These new contracts have notional amounts of EUR 282,500 thousand and EUR 487,500 thousand, came into force on 31 December 2022 and 31 December 2024 and expired/expire on 31 December 2024 and 31 December 2025, respectively.

 

To this end, the Group has complied with the requirements detailed in Note 5.7 on measurement bases in order to be able to classify the financial instruments listed below as hedges. Specifically, the Group carried out an analysis of the extent to which the changes in the fair value or cash flows of the hedging instrument would offset the changes in the fair value or cash flows of the hedged item attributable to the risk intended to be hedged using the linear regression method for the prospective analysis. The Group takes this analysis into account to determine the existence of the economic relationship and the hedge ratio.

 

At each reporting date the Group analyses the ineffectiveness and assesses whether an economic relationship still exists or whether the hedge ratio established is correct. The possible sources of ineffectiveness considered by the Company in the designation of the hedging relationship and the determination of the hedge ratio in 2024 gave rise to an impact of EUR 112 thousand; this expense is recognised under “Changes in Fair Value of Financial Instruments”.

 

The agreements outstanding at 31 December 2024 which qualified for hedge accounting were as follows:

 

            Thousands of Euros
      Hedging        Notional     Fair Value of the
Hedging Instrument
 
Transaction Type  Bank  Instrument  Hedged Risk  Currency  Amount  Expiry  Assets  Liabilities 
Bonds issued in USD  1  FX FORWARD  USD-EUR exchange rate  USD   4,514   Mar 25   -   (330)
Bonds issued in USD  1  FX FORWARD  USD-EUR exchange rate  USD   4,498   Jul 25   -   (311)
Short-term contracts in force at 31 December 2024   -   (641)
Bonds issued in USD  1  FX FORWARD  USD-EUR exchange rate  USD   4,594   Mar 26   -   (279)
Bonds issued in USD  1  FX FORWARD  USD-EUR exchange rate  USD   4,581   Jul 26   -   (256)
Long-term contracts in force at 31 December 2024   -   (535)

 

The gain taken directly to equity at 2024 year-end derived from the previously described hedging contracts amounts to EUR 798 thousand.

 

- 31 -

 

 

Similarly, at 31 December 2024, the Parent held the following financial derivatives which did not qualify for hedge accounting, the features of which were as follows:

 

            Thousands of Euros 
      Hedging        Notional      Fair Value of the
Hedging Instrument
 
Transaction Type  Bank  Instrument  Hedged Risk  Currency  Amount   Expiry  Assets   Liabilities 
Financing at a floating interest rate  3  Collar  Euribor  EUR   487,500   Dec 25   -    (1,536)
Short-term contracts in force at 31 December 2024    -    (1,536)

 

The derivative financial instrument in force at 31 December 2024 hedging fluctuations in interest rates has a notional amount of EUR 487,500 thousand. The hedged spread stands at 3.25%.

 

In 2024 there is a positive change of EUR 3,652 thousand in the fair value of the interest rate and exchange rate derivative financial instruments arranged by the Parent, which is recognised under “Changes in Fair Value of Financial Instruments”.

 

In 2024 the Group satisfied premiums amounting EUR 565 thousand in relation to the arrangement of the interest rate hedging instruments broken down above. In addition, the Group received settlements thereof for a net amount of EUR 15,403 thousand.

 

These financial instruments were arranged with the following banks:

  

       
  Bank Registered Office Identification for Tax Purposes
       
1 Nomura Financial Products Europe GmbH. 1 Rathenauplatz, 60313 Frankfurt am Main Registered in Germany under no. DE31480261
2 Société Générale 29 Boulevard Haussmann, 75009 Paris Registered in Paris under no. 552120222
3 BNP Paribas 16 Boulevard des Italiens, 75009 Paris Registered in Paris under no. 662042449
       

 

15.Long-term provisions

 

The changes in 2024 in the long-term provisions’ accounts were as follows:

 

   Thousands of Euros 
   Beginning
Balance
   Additions   Disposals   Ending
Balance
 
Provision for taxes   327    -    (327)   - 
Other provisions   5,820    1,000    (5,367)   1,453 
    6,147    1,000    (5,694)   1,453 

 

- 32 -

 

 

16.Tax matters

 

The detail of the tax receivables and payables in the accompanying consolidated balance sheets as at 31 December 2024 is as follows:

 

   Thousands of
Euros
 
   31/12/24 
Tax receivables:     
Current tax assets   9,929 
VAT refundable   1,739 
Other tax receivables   1,429 
    13,097 
Tax payables:     
Tax withholdings payable   2,179 
Income tax payable   5 
Accrued social security taxes payable   939 
VAT payable   92 
    3,215 

 

16.1 Reconciliation of the accounting loss to the taxable profit

 

Income tax is calculated on the basis of accounting profit or loss determined by application of generally accepted accounting principles, which does not necessarily coincide with the taxable profit or tax loss.

 

The reconciliation of the Group’s accounting loss for 2024 to the taxable profit for income tax purposes is as follows:

 

2024

 

   Thousands of Euros 
   Increase   Decrease   Total 
Accounting loss before tax             (11,401)
                
Permanent differences:               
Adjusted finance costs   5,653    -    5,653 
Goodwill   10,930    -    10,930 
Other   166    -    166 
              16,749 
                
Temporary differences:               
Amortisation charge on rights   95,441    -    95,441 
Write-down of trade receivables   6,429    (6,057)   372 
Incentive plan   -    (22,000)   (22,000)
Write-down of doubtful debts   -    (441)   (441)
Adjustments to goodwill   -    (2,763)   (2,763)
Accelerated depreciation of leased assets   308    (383)   (75)
Other   1,000    (6,227)   (5,227)
              65,307 
Offset of tax losses             (415)
Taxable profit             70,240 
Limit on offset of tax losses             168 
Adjusted taxable profit             70,408 

 

Positive permanent differences are included relating mainly to the amortisation of the Group’s goodwill.

 

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The increases due to temporary differences in 2024 relate mainly to the recognition of the amortisation of the organisation rights to the MotoGP™ World Championship, since only the amortisation of the rights that initially arose is tax deductible.

 

The main decrease due to temporary differences in the year ended 31 December 2024 arose from the recognition, in the final judgments handed down by the Judicial Review Division of the National Appellate Court, of the deductibility of the amortisation of the goodwill generated in 2007 and 2003. In this connection, the Group identified temporary differences arising from the amortisation of goodwill amounting to EUR 2,285 thousand and EUR 478 thousand, respectively. Also, a decrease due to temporary differences arose from the settlement of the Group's incentive plan, which is paid in 2024.

 

Pursuant to the tax regime for EIGs, the Group's Parent recognised the tax credit and the tax loss carryforwards generated by the EIG in 2024.

 

16.2 Reconciliation of the accounting loss to the income tax benefit

 

The reconciliation of the accounting loss to the income tax benefit in 2024 is as follows:

 

   Thousands of
Euros
 
   2024 
Accounting loss before tax   (11,401)
Permanent differences   16,749 
Adjusted accounting loss   5,348 
      
Tax charge at the corresponding tax rate   1,265 
Prior years' income tax adjustment   3 
Tax credits and other   (751)
Income tax benefit   517 

 

16.3 Breakdown of income tax benefit

 

The breakdown of the income tax benefit is as follows:

 

   Thousands of
Euros
 
   2024 
Current tax:     
Continuing operations   16,843 
Deferred tax:     
Continuing operations   (16,568)
Other   242 
Total tax benefit   517 

 

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16.4 Deferred tax assets and liabilities

 

The changes in the deferred tax assets and liabilities in the years ended 31 December 2024 were as follows:

 

   Thousands of Euros 
   Beginning
Balance
   Additions   Reductions   Ending
Balance
 
Deferred tax assets:                    
Deductible temporary differences   8,909    1,858    (8,706)   2,061 
Deductibility of amortisation of goodwill   4,326    -    (691)   3,635 
Tax assets   593    359    -    952 
Derivatives   29    237    -    266 
    13,857    2,454    (9,397)   6,914 
Deferred tax liabilities:                    
Asset revaluations   581,881    -    (23,878)   558,003 
Taxable temporary differences   335    98    (101)   332 
Derivatives   40    -    (40)   - 
    582,256    98    (24,019)   558,335 

 

The deductible temporary differences, which at 31 December 2024 amounted to EUR 2,061 thousand, arose primarily as a result of the different amortisation periods for tax and accounting purposes, of various provisions that are non-deductible for tax purposes, of the limitation on the deduction of the expense relating to the depreciation and amortisation charge pursuant to Law 17/2012, of 27 December, and of the limitation on the deduction of finance costs introduced by Royal Decree-Law 12/2012. In addition, the Group recognised deferred tax assets amounting to EUR 3,635 thousand as a result of the favourable decisions handed down by the National Appellate Court in relation to the appeals for judicial review filed by the Parent against the tax authorities' challenge to the deductibility of the amortisation of the goodwill generated in 2007 and 2003.

 

Also, the deferred tax assets include 50% of the individual tax loss carryforwards of International Events Services, S.L.U. generated in 2024 amounting to EUR 42 thousand that it has not been possible to offset against the taxable profit of the Spanish consolidated tax group pursuant to the provisions of Spanish Income Tax Law 27/2014, of 27 November (recently amended by Law 7/2024, of 20 December, which extends the measure instituted in 2023 for the tax periods beginning on or after 1 January 2024) that establishes that, effective for tax periods commencing in 2023, the tax base of the tax group shall be the sum of the individual taxable profits and 50% of the individual tax losses of the entities in the tax group. However, in successive tax periods, these individual tax losses not offset would be included in the tax base of the tax group in equal parts in each of the first ten tax periods commencing on or after 1 January 2024, even in the event that any of the entities with individual tax losses were to be excluded from the tax group. It is for this reason that the companies that belong to the Spanish consolidated tax group that incurred tax losses in 2024 (as is the case of International Events Services, S.L.U.) recognised a deferred tax asset for 50% of the individual tax loss carryforwards generated in 2024. These tax loss carryforwards will be reversed in subsequent years as a temporary difference.

 

The deferred tax liabilities, which at 31 December 2024 amounted to EUR 558,335 thousand relate mainly to the tax effect of the increase in value of the rights to the MotoGP™ World Championship and Superbike World Championship and the PPA in 2019.

 

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Also, at 31 December 2024 the Group had the following unrecognised tax credits and tax loss carryforwards:

 

Year Earned   Gross Amount  
2018     253  
2019     90  
2020     5,472  
2021     2,800  
2022     3,127  
2023     393  
2024     161  
      12,296  

 

16.5 Years open for review and tax audits

 

In relation to income tax for 2010 and 2011, the tax authorities issued a series of tax assessments and imposed penalties, against which the Parent appealed at the Central Economic-Administrative Tribunal. The Central Economic-Administrative Tribunal partially upheld the economic-administrative claims and voided the penalties imposed payment of which had been suspended. The Parent filed an appeal for judicial review at the National Appellate Court against the Central Economic-Administrative Tribunal’s decisions against its interests, on which a decision has yet to be handed down.

 

A general tax audit commenced in 2017 for, inter alia, income tax for 2012 to 2014. This tax audit was completed in October 2019 with several tax assessments being issued which resulted in certain tax refundable amounts for Dorna and acknowledged the right for the Parent to deduct the amortisation of goodwill for 1999, 2003 and 2007 from the taxable profit or tax loss for income tax purposes for the years audited. The aforementioned tax assessments also included adjustments for other items (which reduced the tax refundable amount) that were appealed against at the Central Economic-Administrative Tribunal. A decision on the economic-administrative claims filed is yet to be handed down.

 

Also, in 2020 the Spanish Constitutional Court, through its judgment of 1 July 2020, declared Royal Decree-Law 2/2016 (Additional Provision Fourteen) to be unconstitutional and null and void. Accordingly, Dorna applied for rectification of the instalment payment self-assessments for 2016 to 2020. The application for rectification of the instalment payment self-assessments in relation to income tax for 2018 to 2020 was dismissed, and Dorna filed the corresponding economic-administrative appeals and submissions at the Central Economic-Administrative Tribunal. On 1 April 2022, Dorna was notified of the decision of the Central Economic-Administrative Tribunal dismissing the appeals and submissions. Dorna filed an appeal for judicial review at the Judicial Review Division of the National Appellate Court against the Central Economic-Administrative Tribunal’s decision, on which a decision has yet to be handed down.

 

In 2021 the Parent applied for the instalment payment self-assessments in relation to income tax for 2016, 2017, 2018 and 2020 to be rectified, the deductibility of the amortisation of the goodwill generated in 1999, 2003 and 2007 to be acknowledged and the amounts unduly paid to be reimbursed, together with the related late-payment interest. On 3 July 2023, the Parent was notified of resolutions whereby it received reimbursements of EUR 2,158 thousand and interest of EUR 502 thousand.

 

Under current legislation, taxes cannot be deemed to have been definitively settled until the tax returns filed have been reviewed by the tax authorities or until the four-year statute-of-limitations period has expired.

 

At 2024 year-end the Parent and its subsidiaries in Spain had all years since 2018 open for review for income tax and all years since 2021 open for review for the other taxes applicable to it. The Parent's directors consider that the tax returns for the aforementioned taxes have been filed correctly and, therefore, even in the event of discrepancies in the interpretation of current tax legislation in relation to the tax treatment afforded to certain transactions, such liabilities as might arise would not have a material effect on the Consolidated Financial Statements.

 

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17.Current accruals and deferred income

 

As a result of the Group's normal operations invoices are issued to and collections are made from its customers at the beginning of the calendar year under the contractual obligations acquired in relation to the organisation of motorcycling championships, the accrual of which is associated with the grands prix held between March and November of each year.

 

The detail of the unearned income is as follows:

 

   Thousands of
Euros
 
   31/12/24 
Marketing of rights   1,987 
Television services   3,270 
Advertising services   434 
    5,691 

 

18.Income and expenses

 

18.1 Revenue and procurements

 

The breakdown, by geographical market, of the revenue for 2024 is as follows:

 

   Thousands of
Euros
 
Geographical Market  2024 
Spain   99,201 
Other EU countries   177,772 
Imports   184,976 
    461,949 

 

Revenue from the provision of services relates mainly to the exploitation of the rights to the MotoGP™ and Superbike World Championships.

 

The detail of revenue in 2024 is as follows:

 

   Thousands of
Euros
 
   2024 
Licences and rights   298,775 
Television services   107,680 
Advertising and logistics services   55,494 
    461,949 

 

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The detail, by origin, of the purchases made by the Group in 2024 is as follows:

 

   Thousands of
Euros
 
Geographical Market  2024 
Spain   76,907 
Other EU countries   44,056 
Imports   111,222 
    232,185 

 

Breakdown of balances with customers

 

The detail of the opening and closing balances of the assets and liabilities related to contracts with customers is as follows:

 

   Thousands of euros 
   31/12/24   31/12/23 
Non-current contract assets   40,710    41,207 
Current contract assets   11,120    11,348 
    51,830    52,555 
           
Current contract liabilities   8,203    12,706 
    8,203    12,706 

 

The amount of the contract assets includes the Group's right to the consideration for the services rendered when this right is not unconditional (e.g., services rendered the control of which has been transferred but have not yet been billed). This amount is recognised in the consolidated balance sheet under "Trade and Other Receivables - Trade Receivables for Sales and Services". The contract assets become claimable when the customer is billed.

 

The amount of the contract liabilities includes the advances received from customers, which are presented in the consolidated balance sheet under “Trade and Other Payables - Customer Advances” and “Current Accruals and Deferred Income” since they are expected to be settled in the near term.

 

Obligations assumed

 

The Group meets its obligations to its customers once each of the grands prix during the championship season has been held. In this connection, each of the Group’s tax years reflect a complete season of the championship and, accordingly, revenue is recognised on an accrual basis in the consolidated statement of profit or loss.

 

In the case of long-term contracts the terms and conditions of which are applicable to more than one season, the Group recognises the revenue on a straight-line basis based on the number of seasons agreed with the customer. Also, the Group manages and formalises individually with each of its customers the terms and conditions for billing and collection applicable in each case.

 

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18.2 Employees

 

The detail of “Staff Costs” in 2024 is as follows:

 

   Thousands of
Euros
 
   2024 
Wages and salaries   30,272 
Termination benefits   197 
Employer social security costs   8,985 
Other employee benefit costs   1,141 
    40,595 

 

The average number of employees in 2024 is 557, the detail by gender and professional category being as follows:

 

   Average Number of Employees 
Category  Men   Women 
Senior executives   4    - 
Area managers   32    7 
Staff   338    176 
    374    183 

 

Also, the headcount, by category and gender, at 31 December 2024 is as follows:

 

   Number of Employees
at Year-End
 
Category  Men   Women 
Senior executives   4    - 
Area managers   32    8 
Staff   374    190 
    410    198 

 

The number of persons employed by the Group with a disability equal to or greater than 33% in the year ended 31 December 2024 is two.

 

18.3 Outside services

 

The detail of “Outside Services” in the consolidated statements of profit or loss for 2024 is as follows:

 

   Thousands of
Euros
 
   2024 
Rent (Note 7)   4,121 
Repair and upkeep expenses   2,956 
Independent professional services   8,415 
Insurance premiums and banking services   1,405 
Utilities   1,065 
Other services   182 
Total outside services   18,144 

 

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19.Remuneration of directors and senior executives of the Parent

 

In 2024 the Group recognised remuneration earned by and paid to the members of the Parent’s Board of Directors amounting to EUR 4,815 thousand and to the senior executives (excluding those that sit on the Board of Directors whose remuneration is detailed above) amounting to approximately EUR 5,787 thousand, for wages and salaries.

 

At 31 December 2024, the Group had not granted any advances to directors and two directors were included in the employee life insurance policy. The premium incurred in relation to this policy totalled EUR 61 thousand in 2024.

 

The Parent had not granted any loans to its directors or senior executives, and did not have any pension or retirement bonus obligations to them.

 

As of December 31, 2024, the Parent's Board of Directors is made up of eight members; seven men and one woman. Since July 3, 2025, the Parent’s Board of Directors is made up of seven members, all of them men.

 

Detail of investments in companies with similar activities and of the performance, as independent professionals or as employees, of similar activities by the directors

 

At 31 December 2024, the members of the Parent's Board of Directors had not informed the other members of the Board of any direct or indirect conflict of interest that they or persons related to them might have with the Group, as defined in the Consolidated Spanish Limited Liability Companies Law.

 

20.Other disclosures

 

20.1 Information on the environment

 

In view of the business activities carried on by the Group, it does not have any environmental liability, expenses, assets, provisions or contingencies that might be material with respect to its equity, financial position or results. Therefore, no specific disclosures relating to environmental issues are included in these notes to the Consolidated Financial Statements for 2024.

 

20.2 Guarantees

 

At 31 December 2024, the Group had been provided with guarantees by credit institutions amounting to EUR 213 thousand.

 

The Parent’s directors do not expect any additional liabilities to arise in connection with the aforementioned guarantees.

 

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20.3 Fees paid to auditors

 

In 2024 the fees charged for financial audit and other services provided by the auditor of the Group’s Consolidated Financial Statements, Deloitte Auditores, S.L., or by firms in the Deloitte organisation, and the fees charged by the auditors of the separate financial statements of the consolidated companies, and by companies related to these auditors as a result of a relationship of control, common ownership or common management, were as follows:

 

   Thousands of
Euros
 
   2024 
Audit services   229 
Total audit and related services   229 
      
Other services   15 
Total professional services   15 

 

20.4 Disclosures on the periods of payment to suppliers. Final Provision Two of Law 31/2014, of 3 December

 

Set forth below are the disclosures required of the Spanish companies by Additional Provision Three of Law 15/2010, of 5 July (amended by Final Provision Two of Law 31/2014, of 3 December), prepared in accordance with the Spanish Accounting and Audit Institute (ICAC) Resolution of 29 January 2016 on the disclosures to be included in notes to Consolidated Financial Statements in relation to the average period of payment to suppliers in commercial transactions.

 

   Days 
   31/12/24 
Average period of payment to suppliers   17 
Ratio of transactions settled   15 
Ratio of transactions not yet settled   31 

 

   Days 
   31/12/24 
Total payments made   268,184 
Total payments outstanding   37,742 

 

In accordance with the ICAC Resolution, the average period of payment to suppliers is calculated by taking into account the commercial transactions relating to the supply of goods or services for which payment had accrued each year.

 

For the sole purpose of the disclosures provided for in the Resolution, suppliers are considered to be the trade creditors for the supply of goods or services included in “Payable to Suppliers” and “Payable to Suppliers - Group and Related Companies” under current liabilities in the consolidated balance sheet.

 

“Average period of payment to suppliers” is taken to be the period that elapses from the delivery of the goods or the provision of the services by the supplier to the effective payment of the transaction.

 

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The detail of the number of invoices paid within the legally established period and of the amounts involved is as follows:

 

   2024 
Monetary value (thousands of euros)   242,837 
Percentage of total payments made   91%
      
Number of invoices   8,885 
Percentage of total number of invoices   69%

 

The maximum payment period applicable under Law 3/2004, of 29 December, on combating late payment in commercial transactions, is 30 days. This period may be extended where the parties agree to do so, although in no case may it exceed 60 calendar days.

 

21.Segment reporting

 

The Group has identified the following operating segments:

 

-MotoGP™ World Championship (MWC) and the Superbike World Championship (SBK): Exclusive exploitation of the commercial and audiovisual rights to the MotoGP™ World Championship (MotoGP) and Superbike World Championship, as well as the related event organisation rights.

 

-Ad Time advertising: Exclusive rights to operate the Ad Time advertising system in certain countries.

 

Geographical information relating to sales

 

The detail, by geographical market, of the revenue for 2024 is broken down in Note 18.1.

 

Segmented financial statements

 

   Thousands of Euros 
   31/12/24 
   Segment     
   MWC/SBK   Ad Time   Total 
Revenue   461,544    405    461,949 
Procurements   (232,055)   (130)   (232,185)
Other operating income   59    -    59 
Staff costs   (39,842)   (753)   (40,595)
Other operating expenses   (38,761)   (91)   (38,852)
Depreciation and amortisation charge   (111,519)   (127)   (111,646)
Other gains and losses, net   4,505    -    4,505 
Profit (Loss) from operations   43,931    (696)   43,235 
                
Finance income   8,151    -    8,151 
Finance costs   (71,510)   -    (71,510)
Changes in fair value of financial instruments   3,540    -    3,540 
Exchange differences   5,414    -    5,414 
Impairment and gains or losses on disposals of financial instruments   (231)   -    (231)
Profit (Loss) before tax   (10,705)   (696)   (11,401)
                
Segment assets   2,906,619    1,997    2,908,616 
Segment liabilities   1,619,657    1,515    1,621,172 
Acquisitions of non-current assets in the year   4,884    103    4,987 

 

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22.Events after the reporting period

 

As explained in Note 3.1, on July 3, 2025, Liberty Media Corporation completed the previously announced acquisition of approximately 84% of the shares in the capital of Dorna Sports, S.L., through Libertad Especia, S.L.U., a private limited company incorporated in Spain that is a wholly owned subsidiary of Liberty Media. The total consideration for the transaction amounted to approximately EUR 3,122 million. During the year ended December 31, 2024, there were no material or significant transactions with entities or individuals that, as a result of the aforementioned acquisition, would subsequently be considered related parties.

 

Additionally, the Parent Company undertook a financial restructuring, with the final and effective date of such restructuring being 18 August 2025. The key terms of the new financing arrangement are as follows:

 

-The outstanding amount of the euro-denominated financing facility was reduced to EUR 800,000 thousand (designated as the “TLB” tranche).

 

-A new U.S. dollar-denominated financing facility was established in the amount of USD 232,500 thousand (designated as the “TLA” tranche).

 

-The existing multicurrency revolving credit facility, which had not been drawn upon since its inception, was amended to reflect a revised commitment amount of EUR 100,000 thousand.

 

-The expiration dates have been extended to 18 August 2032 and 18 August 2030, respectively for "TLB" and "TLA".

 

-Current interest rate spreads for the TLB are 2.25% to 2.75% over EURIBOR, the TLA are 1.50% to 2.00% over SOFR and the existing multicurrency revolving credit facility are 2.00% to 2.50% over EURIBOR, SONIA or SOFR.

 

No additional significant events took place between the end of the reporting period and the date of authorisation for issue of the Consolidated Financial Statements.

 

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