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What changed in Atlanta Braves Holdings, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Atlanta Braves Holdings, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+268 added−290 removedSource: 10-K (2025-03-03) vs 10-K (2024-02-29)

Top changes in Atlanta Braves Holdings, Inc.'s 2024 10-K

268 paragraphs added · 290 removed · 210 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

67 edited+15 added−20 removed77 unchanged
Biggest changeThe following include some but not all of the factors that could cause actual results or events to differ materially from those anticipated: ● the Company’s historical financial information is not necessarily representative of its future financial position, future results of operations or future cash flows; ● the Company’s ability to recognize anticipated benefits from the Split-Off; ● the incurrence of costs as a standalone public company following the Split-Off; ● the Company’s ownership, management and board of directors structure; ● the Company’s ability to obtain additional financing on acceptable terms and cash in amounts sufficient to service debt and other financial obligations; ● the Company’s indebtedness could adversely affect operations and could limit its ability to react to changes in the economy or its industry; ● the Company’s ability to realize the benefits of acquisitions or other strategic investments; ● the impact of inflation and weak economic conditions on consumer demand for products, services and events offered by the Company; ● the outcome of pending or future litigation or investigations; ● the operational risks of the Company and its business affiliates with operations outside of the United States; ● the Company’s ability to use net operating loss and disallowed business interest carryforwards to reduce future tax payments; ● the ability of the Company and its affiliates to comply with government regulations, including, without limitation, consumer protection laws and competition laws, and adverse outcomes from regulatory proceedings; ● the regulatory and competitive environment of the industries in which the Company operates; ● changes in the nature of key strategic relationships with partners, vendors and joint venturers; ● the achievement of on-field success; ● the Company’s ability to develop, obtain and retain talented players; ● the impact of organized labor on the Company; ● the impact of the structure or an expansion of Major League Baseball (“MLB”); ● the level of broadcasting revenue that Braves Holdings receives; ● the impact of the Mixed-Use Development (defined below) on the Company and its ability to manage the project; I-2 Table of Contents ● the impact of data loss or breaches or disruptions of the Company’s information systems and information system security; ● the Company’s processing, storage, sharing, use, disclosure and protection of personal data could give rise to liabilities; ● the Company’s stock price has and may continue to fluctuate; ● the Company’s common stock and organizational structure; and ● geopolitical incidents, accidents, terrorist acts, pandemics or epidemics, natural disasters, including the effects of climate change, or other events that cause one or more events to be cancelled or postponed, are not covered by insurance, or cause reputational damage to the Company and its affiliates.
Biggest changeThe following include some, but not all of the factors that could cause actual results or events to differ materially from those anticipated: ● the Company’s historical financial information is not necessarily representative of its future financial position, future results of operations or future cash flows; ● the Company’s ability to recognize anticipated benefits from the Split-Off; ● the incurrence of costs as a standalone public company following the Split-Off; ● the ability of the Company to successfully transition responsibilities for various matters from Liberty to Company or third-party personnel; ● the Company’s ownership, management and board of directors structure; ● the Company’s ability to obtain additional financing on acceptable terms and cash in amounts sufficient to service debt and other financial obligations; ● the Company’s indebtedness could adversely affect operations and could limit its ability to react to changes in the economy or its industry; ● the Company’s ability to realize the benefits of acquisitions or other strategic investments; ● the impact of inflation and weak economic conditions on consumer demand for products, services and events offered by the Company; ● the outcome of pending or future litigation or investigations; ● the operational risks of the Company and its business affiliates with operations outside of the United States; ● the Company’s ability to use net operating loss and disallowed business interest carryforwards to reduce future tax payments; ● the ability of the Company and its affiliates to comply with government regulations, including, without limitation, consumer protection laws and competition laws, and adverse outcomes from regulatory proceedings; ● the regulatory and competitive environment of the industries in which the Company operates; ● changes in the nature of key strategic relationships with business partners, vendors and joint venturers; ● the achievement of on-field success; I-2 Table of Contents ● the Company’s ability to develop, obtain and retain talented players; ● the impact of organized labor on the Company; ● the impact of the structure or an expansion of Major League Baseball (“MLB”); ● the level of broadcasting revenue that Braves Holdings receives; ● the impact of data loss or breaches or disruptions of the Company’s information systems and information system security; ● the Company’s processing, storage, sharing, use, disclosure and protection of personal data could give rise to liabilities; ● the Company’s ability to attract and retain qualified key personnel; ● the inherent risks in the real estate business, including, but not limited to, tenant defaults, potential liability relating to environmental matters and liquidity of real estate investments; ● the Company’s stock price has and may continue to fluctuate; ● the Company’s common stock and organizational structure; and ● geopolitical incidents, accidents, terrorist acts, pandemics or epidemics, natural disasters, including the effects of climate change, or other events that cause one or more events to be cancelled or postponed, are not covered by insurance, or cause reputational damage to the Company and its affiliates.
Cobb County and the Authority may only terminate the Stadium Operating Agreement upon the occurrence of an “Event of Default” as defined in the agreement; provided, no such termination would be effective until the end of the then-current baseball season.
Cobb County and the Authority may only terminate the Stadium Operating Agreement upon the occurrence of an “Event of Default” as defined in the Stadium Operating Agreement; provided, no such termination would be effective until the end of the then-current baseball season.
Compensation and Benefits . Braves Holdings and its subsidiaries aim to provide attractive compensation and benefits programs for their employees. In addition to salaries, these programs may include, among other items, bonuses, 401(k) plans, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, paid parental leave, advocacy resources, and work life assistance programs.
Braves Holdings and its subsidiaries aim to provide attractive compensation and benefits programs for their employees. In addition to salaries, these programs may include, among other items, bonuses, 401(k) plans, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, paid parental leave, advocacy resources, and work life assistance programs.
BELP is an investment fund formed by the Clubs principally for the purpose of investing, on a long-term basis, assets on their behalf intended to provide a competitive market rate investment return while minimizing investment volatility. Braves Holdings has 50% interests in three joint ventures that were formed to develop, own and operate hotels in the Mixed-Use Development.
BELP is an investment fund formed by the Clubs principally for the purpose of investing, on a long-term basis, assets on their behalf intended to provide a competitive market rate investment return while minimizing investment volatility. Braves Holdings has 50% interests in three joint ventures that were formed to develop, own and operate hotels under the Mixed-Use Development.
Braves Holdings, through affiliated entities and third party development partners, developed a significant portion of the land around Truist Park for a mixed-use development that features retail, office, hotel and entertainment opportunities (the “Mixed-Use Development”). The Braves and 29 other Major League baseball clubs are collectively referred to as the Clubs or the MLB Clubs.
Braves Holdings, through affiliated entities and third-party development partners, developed a significant portion of the land around Truist Park for a mixed-use development that features retail, office, hotel and entertainment opportunities (the “Mixed-Use Development”). The Braves and 29 other Major League Baseball (“MLB”) clubs are collectively referred to as the Clubs or the MLB Clubs.
Nationally, the Braves participate in the revenue generated from the national television, digital, and radio broadcasting arrangements negotiated by MLB on behalf of the 30 MLB Clubs, which included ESPN, TBS, Fox, Sirius XM Holdings, Apple and NBC/Peacock for the periods presented (the “National Broadcast Rights”).
Nationally, the Braves participate in the revenue generated from the national television, digital, and radio broadcasting arrangements negotiated by MLB on behalf of the 30 MLB Clubs, which included ESPN, TBS, Fox, Sirius XM Holdings, Apple, NBC/Peacock and Roku for the periods presented (the “National Broadcast Rights”).
For the exclusive rights to use and operate Truist Park, Braves Holdings agreed to pay an annual stadium license fee of $3 million and an additional license fee equal to $3.1 million, in each case, to be paid in semi-annual installments on May 15 th and October 15 th of each year.
For the exclusive rights to use and operate Truist Park, Braves Holdings agreed to pay an annual stadium license fee of $3.0 million and an additional license fee equal to $3.1 million, in each case, to be paid in semi-annual installments on May 15 th and October 15 th of each year.
MLB Clubs must certify compliance with the Debt Service Rule annually and the failure of an MLB Club to comply during two consecutive fiscal years may lead to certain remedial measures being imposed by the Commissioner of Baseball, including, but not limited to, prohibitions on the incurrence of additional indebtedness and repayment of outstanding indebtedness.
MLB Clubs must certify compliance with the Debt Service Rule annually and the failure of an MLB Club to comply during two consecutive fiscal years (the “Assessment Period”) may lead to certain remedial measures being imposed by the Commissioner of Baseball, including, but not limited to, prohibitions on the incurrence of additional indebtedness and repayment of outstanding indebtedness.
Each MLB Club also has the right to authorize radio broadcasts, within the United States (or Canada, in the case of the Toronto Blue Jays), of its games, subject to certain restrictions. The Braves also have the largest radio affiliate network in MLB, with 173 local radio station affiliates broadcasting Braves games across the Southeast. Advertising Sponsorship.
Each MLB Club also has the right to authorize radio broadcasts, within the United States (or Canada, in the case of the Toronto Blue Jays), of its games, subject to certain restrictions. The Braves also have the largest radio affiliate network in MLB, with 177 local radio station affiliates broadcasting Braves games across the Southeast United States. Advertising Sponsorship.
Advertising space is available in The Battery Atlanta and throughout the ballpark, including on the main scoreboard, outfield walls behind home plate, and in programs sold at each game. The Braves also enter into long-term licensing agreements for use of various suites, premium seating and hospitality spaces.
Advertising space is available in The Battery Atlanta and throughout the Stadium, including on the main scoreboard, outfield walls behind home plate, and in programs sold at each game. The Braves also enter into long-term licensing agreements for use of various suites, premium seating and hospitality spaces.
On the other hand, if existing player salary obligation are meaningfully less than the Annual Player Salary Budget (which may be due to the expiration of previously existing player contracts), the Braves may have more flexibility under the Annual Player Salary Budget to sign new player contracts, including long-term contracts or contracts with players who are arbitration-eligible.
On the other hand, if existing player salary obligations are meaningfully less than the Annual Player Salary Budget (which may be due to the expiration of previously existing player contracts), the Braves may have more flexibility under the Annual Player Salary Budget to sign new player contracts, including long-term contracts or contracts with players who are arbitration-eligible.
However, the CBA provides that the MLB Clubs cannot reduce MLB players’ salaries by more than 20 percent of what they earned in the previous MLB season or 30 percent of what they earned two seasons prior (provided the player has remained under reserve to the MLB Club).
However, the CBA provides that the MLB Clubs cannot reduce Major League players’ salaries by more than 20 percent of what they earned in the previous MLB season or 30 percent of what they earned two seasons prior (provided the player has remained under reserve to the MLB Club).
The predetermined payroll thresholds are $237 million for 2024; $241 million for 2025; and $244 million for 2026. The aggregate average payroll is calculated at the end of each season by aggregating the average annual value of each player’s contract on the 40-man roster, plus any additional player benefits.
The predetermined payroll thresholds are $241 million for 2025 and $244 million for 2026. The aggregate average payroll is calculated at the end of each season by aggregating the average annual value of each player’s contract on the 40-man roster, plus any additional player benefits.
The reorganization agreement provides for, among other things, the principal corporate transactions (including the internal restructuring) required to effect the Split-Off, certain conditions to the Split-Off and provisions governing the relationship between Atlanta Braves Holdings and Liberty with respect to and resulting from the Split-Off.
The reorganization agreement provides for, among other things, the principal corporate transactions (including the internal restructuring) required to affect the Split-Off, certain conditions to the Split-Off and provisions governing the relationship between Atlanta Braves Holdings and Liberty with respect to and resulting from the Split-Off.
Braves Holdings and its subsidiary operate the Stadium pursuant to the Stadium Operating Agreement entered into as of May 2014, which expires May 2046 and may be extended through December 2051 at the option of Braves Holdings, through its wholly-owned subsidiary party thereto.
Braves Holdings and its subsidiary operate the Stadium pursuant to the Stadium Operating Agreement entered into as of May 2014 (the “Stadium Operating Agreement”), which expires May 2046 and may be extended through December 2051 at the option of Braves Holdings, through its wholly-owned subsidiary party thereto.
If a player is terminated by the team for lack of skill during the championship season, he is entitled to the unpaid balance of his salary under the contract for the remainder of that season, subject to certain rights of the MLB Club.
If a player is terminated by the team for lack of skill during the regular season, he is entitled to the unpaid balance of his salary under the contract for the remainder of that season, subject to certain rights of the MLB Club.
As the baseball season progresses in any particular year, the Braves management may develop better insight regarding the financial performance of the Braves for such year and as a result, may make changes to such year’s Annual Player Salary Budget, including, without limitation, to allow the Braves management to acquire additional players during the season in an attempt to help the team’s on-the-field performance that season (including if the Braves are making a push towards the postseason) or to trade players to reduce the aggregate player salaries for such year.
As the baseball season progresses in any particular year, the Braves management may develop better insight regarding the financial performance of the Braves for such year and as a result, may make changes to such year’s Annual Player Salary Budget, including allowing the Braves management to acquire additional players during the season in an attempt to help the team’s on-the-field performance that season (including if the Braves are making a push towards the postseason) or to trade players to reduce the aggregate player salaries for such year.
Dominican players, and players from other Latin American countries, are an important source of talent for the Braves and other MLB Clubs, but these players may not participate in the first-year amateur draft process (which is limited to only residents of the United States, United States territories, and Canada, including international players who are enrolled in a high school or college in such locations).
Dominican players, and players from other Latin American countries, are an important source of talent for the Braves and other MLB Clubs, but these players may not participate in the first-year amateur draft process (which is limited to only I-6 Table of Contents residents of the United States, United States territories, and Canada, including international players who are enrolled in a high school or college in such locations).
Contracts may cover one year or multiple years, but under multi-year contracts an MLB Club may be required to make minimum payments to an MLB player for the balance of the contract’s term even if the contract is terminated by the MLB Club, subject to certain rights of the MLB Club.
Contracts may cover one year or multiple years, but under multi-year contracts an MLB Club may be required to make minimum payments to a Major League player for the balance of the contract’s term even if the contract is terminated by the MLB Club, subject to certain rights of the MLB Club.
We believe that this metric provides relevant and useful I-4 Table of Contents information for investors because it assists in comparing operating performance of Atlanta Braves Holdings and its subsidiaries on a consistent basis, making it easier to compare our results with those of other companies in the same industry and allows investors to review performance in the same manner as the Braves management.
We believe that this metric provides relevant and useful information for investors because it assists in comparing operating performance of Atlanta Braves Holdings and its subsidiaries on a consistent basis, making it easier to compare our results with those of other companies in the same industry and allows investors to review performance in the same manner as the Braves management.
However, the Braves may enter into contracts with Latin American players, subject to the rules and regulations contained in the CBA and the Major League Baseball Players Association (the “MLBPA”). Braves Facilities Truist Park. Effective for the 2017 season, the Braves relocated to a new ballpark in Cobb County, Georgia.
However, the Braves may enter into contracts with Latin American players, subject to the rules and regulations contained in the CBA and the Major League Baseball Players Association (the “MLBPA”). Braves Facilities Truist Park. In 2017, the Braves relocated to a new ballpark in Cobb County, Georgia.
In particular, each MLB Club is generally required to keep outstanding indebtedness minus a certain amount of excludable indebtedness at or below 8.0x available cash flow (or in the case of MLB Clubs which have a new stadium, at or below 12.0x available cash flow), with the amount of excludable indebtedness for fiscal year 2023 set at $125 million and for each of fiscal years 2024 through 2026 set at $100 million.
In particular, each MLB Club is generally required to keep outstanding indebtedness minus a certain amount of excludable indebtedness at or below 8.0x available cash flow (or in the case of MLB Clubs which have a new stadium, at or below 12.0x available cash flow), with the amount of excludable indebtedness for fiscal years 2024 through 2026 set at $100 million.
The majority of Braves tickets are distributed as mobile tickets, which allows the Braves to track important data, put parameters on resales and provide convenience and security to consumers. Baseball event revenue is highly correlated to attendance at Truist Park and ancillary spending while at the games, including concessions revenue.
The majority of Braves tickets are distributed as mobile tickets, which allows the Braves to track important I-4 Table of Contents data, put parameters on resales and provide convenience and security to consumers. Baseball event revenue is highly correlated to attendance at Truist Park and ancillary spending while at the games, including concessions revenue.
These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Annual Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based.
These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Annual Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based, except to the extent required by law.
Funding for ballpark initiatives by Braves Holdings has come from cash on hand and various debt instruments, as detailed in note 6 to the accompanying consolidated financial statements. We believe Truist Park is an industry-leading sports complex spanning approximately 1,100,000 square feet, with 41,200 seats, including 30 suites and 4,200-premium seats, multiple hospitality clubs and retail merchandise venues.
Funding for ballpark initiatives by Braves Holdings has come from cash on hand and various debt instruments, as detailed in note 6 to the accompanying consolidated financial statements. We believe Truist Park is an industry-leading sports complex spanning approximately 1.1 million square feet, with 41,100 seats, including 63 suites and 4,700-premium seats, multiple hospitality clubs and retail merchandise venues.
The Clubs are bound by the terms and provisions of the Major League Constitution and all rules and regulations promulgated thereunder as well as a series of other agreements and arrangements that govern the operation and management of a Club, which among other things, require each Club to comply with limitations on the amount of debt a Club can incur, revenue sharing arrangements with the other Clubs, commercial arrangements with regard to the national broadcasting of its games and other programming and commercial arrangements relating to the use of its intellectual property.
The Clubs are bound by the terms and provisions of the Major League Constitution and all rules and regulations promulgated thereunder as well as a series of other agreements and arrangements that govern the I-3 Table of Contents operation and management of each Club (the “MLB Rules and Regulations”), which among other things, require each Club to comply with limitations on the amount of debt a Club can incur, revenue sharing arrangements with the other Clubs, commercial arrangements with regard to the national broadcasting of its games and other programming and commercial arrangements relating to the use of its intellectual property.
Braves Holdings fosters a strong learning culture by investing in its employees and empowering them to participate in opportunities for personal and professional growth. Braves Holdings focuses on the development, attraction, and retention of employees, recognizing that these areas are a critical success factor.
Braves Holdings fosters a strong learning culture by investing in its employees and empowering them to participate in opportunities for personal and professional growth. Braves Holdings focuses on the I-10 Table of Contents development, attraction, and retention of employees, recognizing that these areas are a critical success factor.
In addition, a draft (the “Rule 5 Draft”) is held each December for players who have not been placed on an MLB Club’s MLB team roster after four or five years after the player signed his first contract, depending on the player’s age at the time he is drafted.
In addition, a draft (the “Rule 5 Draft”) is held I-8 Table of Contents each December for players who have not been placed on an MLB Club’s MLB team roster after four or five years after the player signed his first contract, depending on the player’s age at the time he is drafted.
Braves Holdings strives to create diverse, inclusive, and supportive workplaces, with opportunities for employees to grow and develop in their careers, supported by competitive compensation, I-10 Table of Contents benefits and health and wellness programs, and by programs that build connections between employees and their communities. We believe that these employee relations are good. Talent Development .
Braves Holdings strives to create diverse, inclusive, and supportive workplaces, with opportunities for employees to grow and develop in their careers, supported by competitive compensation, benefits and health and wellness programs, and by programs that build connections between employees and their communities. We believe that these employee relations are good. Talent Development .
Under the Major League Constitution, the MLB Club is obligated to designate a single individual who is accountable to MLB for the operation of the MLB Club and for the MLB Club’s compliance with the MLB Rules and Regulations and who is the single individual with the ultimate authority and responsibility for making all MLB Club decisions (the MLB Control Person).
Under the Major League Constitution, the MLB Club is obligated to designate a single individual who is accountable to MLB for the operation of the MLB Club and for the MLB Club’s compliance with the MLB Rules and Regulations and who is the single individual with the ultimate authority and responsibility for making all MLB Club decisions (the “Control Person”).
Braves Holdings, affiliated entities and third party development partners developed a significant portion of the land around Truist Park, the Braves’ stadium, creating a 2.25 million square-foot mixed-use complex that features retail, residential, office, hotel and entertainment opportunities, known as The Battery Atlanta. Phase I of The Battery Atlanta was completed and became operational in 2017.
Braves Holdings, affiliated entities and third-party development partners developed a significant portion of the land around Truist Park, creating a 2.25 million square-foot mixed-use complex that features retail, residential, office, hotel and entertainment opportunities, known as The Battery Atlanta. The initial construction of The Battery Atlanta was completed and became operational in 2017.
An MLB Club may assign a player’s contract to another MLB Club (for I-8 Table of Contents example, in connection with a trade with that MLB Club) or a minor league club subject to certain rights of the player and other MLB Clubs. MLB Draft .
An MLB Club may assign a player’s contract to another MLB Club (for example, in connection with a trade with that MLB Club) or a minor league club subject to certain rights of the player and other MLB Clubs. MLB Draft .
Competition Braves Holdings faces competition from many alternative forms of leisure entertainment. During the baseball season, Braves Holdings competes with other sporting and live events for game day attendance, which is integral to Braves Holdings’ ticket, concession and merchandise sales revenue.
Terence F. McGuirk is the Control Person for the Braves. Competition Braves Holdings faces competition from many alternative forms of leisure entertainment. During the baseball season, Braves Holdings competes with other sporting and live events for game day attendance, which is integral to Braves Holdings’ ticket, concession and merchandise sales revenue.
The Braves have exclusive operating rights to the facility via a Facility Operating Agreement with Sarasota County which expires December 2049, and may be extended through December 2059 at the option of Braves Holdings.
The Braves through its wholly-owned subsidiary have exclusive operating rights to the facility via a Facility Operating Agreement with Sarasota County which expires December 2049, and may be extended through December 2059 at the option of Braves Holdings and its subsidiary.
Braves Holdings, affiliated entities and third party development partners, developed a significant portion of the land around Truist Park, the Braves’ stadium, creating a 2.25 million square-foot mixed-use complex that features retail, residential, office, hotel and entertainment opportunities, known as The Battery Atlanta.
Braves Holdings, affiliated entities and third-party development partners, developed a significant portion of the land around Truist Park, creating a 2.25 million square-foot mixed-use complex that features retail, residential, office, hotel and entertainment I-5 Table of Contents opportunities, known as The Battery Atlanta.
Braves Holdings leverages both formal programs, like the Trainee and Fellowship programs, and informal programs, like on site lunch and learn educational meetings, presentations on industry topics, and paid membership in professional organizations, to help train and develop its talent. Diversity, Equity and Inclusion .
Braves Holdings leverages both formal programs, like the Trainee and Fellowship programs, and informal programs, like on site lunch and learn educational meetings, presentations on industry topics, and paid membership in professional organizations, to help train and develop its talent. Workplace Engagement.
Atlanta Braves Holdings, as well as its board of directors, board committees and subsidiaries, will also be subject to the MLB Rules and Regulations.
Atlanta Braves Holdings, as well as its board of directors, board committees and subsidiaries, are also subject to the MLB Rules and Regulations.
The minimum Major League contract salary under the CBA for players during the 2023 season was $720,000 and increases in each year during the term of the current CBA.
The minimum Major League contract salary under the CBA for players during the 2024 season was $740,000 and increases in each year during the term of the current CBA.
I-3 Table of Contents History The Braves are the oldest continuously operating professional sports franchise in the United States. Their storied history began in Boston in 1871 as the Boston Red Stockings (the Boston Braves) as one of nine charter members of the National Association of Professional Baseball Players, the first professional baseball league in history.
History The Braves are the oldest continuously operating professional sports franchise in the United States. Their storied history began in Boston in 1871 as the Boston Red Stockings (the “Boston Braves”) as one of nine charter members of the National Association of Professional Baseball Players, the first professional baseball league in history.
Atlanta Braves Holdings will reimburse Liberty for direct, out-of-pocket expenses and will pay a services fee to Liberty under the services agreement that is subject to adjustment quarterly, as necessary.
Atlanta Braves Holdings reimburses Liberty for direct, out-of-pocket expenses and pays a services fee to Liberty under the services agreement that is subject to adjustment quarterly, as necessary.
As of December 31, 2023, Braves Holdings and its consolidated subsidiaries had an aggregate of approximately 1,240 full time, seasonal, and part-time employees.
As of December 31, 2024, Braves Holdings and its consolidated subsidiaries had an aggregate of approximately 1,450 full time, seasonal, and part-time employees.
Additionally, Braves Holdings has a right of first refusal in the event Cobb County and the Authority desire to sell or transfer the Stadium. CoolToday Park. In March 2019, the Braves relocated to a new spring training facility in North Port, Florida. The park is also the playing facility of the FCL Braves, the Complex League affiliate of the Braves.
Additionally, Braves Holdings has a right of first refusal in the event Cobb County and the Authority desire to sell or transfer the Stadium. CoolToday Park. In March 2019, the Braves relocated to a new spring training facility in North Port, Florida.
As a result, Atlanta Braves Holdings is not responsible for the hiring, retention and compensation of these individuals (except that Atlanta Braves Holdings does grant equity incentive awards to these individuals). However, Atlanta Braves Holdings directly benefits from the efforts undertaken by Liberty to attract and retain talented employees.
Under the services agreement, Atlanta Braves Holdings is not responsible for the hiring, retention and compensation of these individuals (except that Atlanta Braves Holdings does grant equity incentive awards to these individuals). However, Atlanta Braves Holdings directly benefit from the efforts undertaken by Liberty to attract and retain talented employees.
As described above, Atlanta Braves Holdings is party to a services agreement with Liberty, pursuant to which 86 Liberty corporate employees provide certain management services to Atlanta Braves Holdings for a determined fee.
As described above, Atlanta Braves Holdings is party to a services agreement with Liberty, pursuant to which, during 2024, 84 Liberty corporate employees provided certain management services to Atlanta Braves Holdings for a determined fee.
The complex also includes offices One Ballpark Center, Comcast’s regional headquarters; Two Ballpark Center, home to SPACES; Three Ballpark Center, which serves as the global headquarters of Papa John’s International, Inc. and the North American headquarters of TK Elevator; Four Ballpark Center, home to Southwire and DCO Commercial Floors; and Five Ballpark Center, the future site for the Truist Tower, which will become Truist Securities’ new headquarters.
The complex also includes offices One Ballpark Center, Comcast’s regional headquarters; Two Ballpark Center, home to SPACES; Three Ballpark Center, which serves as the global headquarters of Papa John’s International, Inc. and the North American headquarters of TK Elevator; Four Ballpark Center, home to Southwire and DCO Commercial Floors; and Five Ballpark Center, a 0.25 million square-foot office building immediately behind Truist Park and approximately 300 feet from home plate and the future site for the Truist Tower, which will become Truist Securities’ new headquarters.
The aircraft time sharing agreements provide for Liberty to lease certain aircraft that it or its subsidiaries own to Atlanta Braves Holdings for use on a periodic, non-exclusive time sharing basis. * * * * * I-1 Table of Contents Cautionary Note Regarding Forward-Looking Statements Certain statements in this Annual Report on Form 10-K constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding business, product and marketing strategies; new service offerings; the recoverability of our goodwill and other long-lived assets; our projected sources and uses of cash; and the anticipated impact of certain contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business.
I-1 Table of Contents * * * * * Cautionary Note Regarding Forward-Looking Statements Certain statements in this Annual Report on Form 10-K constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding business, product and marketing strategies; new service offerings; the recoverability of our goodwill and other long-lived assets; our projected sources and uses of cash; and the anticipated impact of certain contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business.
The retail leases generally provide for fixed rental fees over the duration of the lease and each lease contains customary clauses permitting extension or termination at the option of the tenant and the Atlanta Braves Holdings subsidiary party thereto. Team Player Personnel.
The retail leases generally provide for fixed rental fees over the duration of the lease and each lease contains customary clauses permitting extension or termination at the option of the tenant and the Braves Holdings subsidiary party thereto. Team Player Personnel. The success of the Braves depends, in large part, on the ability to develop, obtain and retain talented players.
In addition, we will provide a copy of any of these documents, free of charge, to any shareholder who calls or submits a request in writing to Investor Relations, Atlanta Braves Holdings, Inc., 12300 Liberty Boulevard, Englewood, Colorado 80112, Tel. No. (833) 758-1044.
In addition, we will provide a copy of any of these documents, free of charge, to any stockholder who calls or submits a request in writing to Investor Relations, Atlanta Braves Holdings, Inc., 755 Battery Ave SE, Atlanta, Georgia 30339, Tel. No. (833) 758-1044.
In connection with the Split-Off, Liberty and Atlanta Braves Holdings entered into certain agreements in order to govern certain of the ongoing relationships between the two companies after the Split-Off and to provide for an orderly transition.
Following this transaction, neither Liberty nor Atlanta Braves Holdings has any continuing stock ownership, beneficial or otherwise, in the other. In connection with the Split-Off, Liberty and Atlanta Braves Holdings entered into certain agreements in order to govern certain of the ongoing relationships between the two companies after the Split-Off and to provide for an orderly transition.
Ticket sales, concessions, broadcasting rights and advertising sponsorship sales are the baseball segment’s primary revenue drivers. The financial results of Braves Holdings depend in large part on the ability of the Braves to achieve on-field success. The team’s successes generate significant fan enthusiasm, resulting in sustained ticket, premium seating, concession and merchandise sales, and greater shares of local broadcasting audiences.
Ticket sales, concessions, broadcasting rights and advertising sponsorship sales are the Baseball segment’s primary revenue drivers. The financial results of Braves Holdings depend in large part on the ability of the Braves to achieve on-field success.
Atlanta Braves Holdings’ mixed-use development segment includes retail, office, hotel and entertainment operations within The Battery Atlanta. The Battery Atlanta derives revenue primarily from office and retail I-5 Table of Contents rental income (including overage rent and tenant reimbursements) and, to a lesser extent, parking and advertising sponsorships throughout the year.
The Battery Atlanta derives revenue primarily from office and retail rental income (including overage rent and tenant reimbursements) and, to a lesser extent, parking and advertising sponsorships throughout the year.
After hearing arguments from both sides, the panel selects the salary figure of either the player or the MLB Club (but not one in between) as the player’s salary for the upcoming season. MLB Free Agency .
If no settlement can be reached by the hearing date, the case is brought before a panel of arbitrators. After hearing arguments from both sides, the I-9 Table of Contents panel selects the salary figure of either the player or the MLB Club (but not one in between) as the player’s salary for the upcoming season. MLB Free Agency .
Forward-looking statements inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected in these statements.
"Management's Discussion and Analysis of Financial Condition and Results of Operations" and Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" contain forward-looking statements. Forward-looking statements inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected in these statements.
I-9 Table of Contents Salary Arbitration. A player with fewer than six years of service time who has signed a contract with an MLB Club remains under the control of that MLB Club until reaching the requisite service time to reach free agency.
Salary Arbitration. A player with fewer than six years of service time who has signed a contract with an MLB Club remains under the control of that MLB Club until completing the requisite service time to reach free agency. Therefore, in the absence of a multi-year salary agreement, players and their respective MLB Clubs negotiate salaries on an annual basis.
Therefore, in the absence of a multi-year salary agreement, players and their respective MLB Clubs negotiate salaries on an annual basis. Under the CBA, any player with a total of three or more (but less than six) years of Major League service, if he is not already under contract for the following season, is eligible for salary arbitration.
Under the CBA, any player with a total of three or more (but less than six) years of Major League service, if he is not already under contract for the following season, is eligible for salary arbitration. Players with less than three but more than two years of service time can also become arbitration eligible if they meet certain criteria.
During November 2022, the board of directors of Liberty Media Corporation (“Liberty” or “Liberty Media”) authorized Liberty management to pursue a plan to redeem each outstanding share of its Liberty Braves common stock in exchange for one share of the corresponding series of common stock of a newly formed entity, Atlanta Braves Holdings (the “Split-Off”).
On July 18, 2023, Liberty Media Corporation (“Liberty” or “Liberty Media”), the then current parent organization of the Company, completed the previously announced redemption of each outstanding share of its Liberty Braves common stock in exchange for one share of the corresponding series of common stock of a newly formed entity, Atlanta Braves Holdings (the “Split-Off”).
These agreements include a reorganization agreement, a services agreement, aircraft time sharing agreements, a facilities sharing agreement, a tax sharing agreement and a registration rights agreement.
These agreements included a reorganization agreement, a services agreement, aircraft time sharing agreements, a facilities sharing agreement, a tax sharing agreement and a registration rights agreement. The facilities sharing agreement and aircraft time sharing agreements were terminated as part of the Corporate Governance Transition (as defined below).
Additionally, pursuant to the services agreement with Liberty, components of Liberty Chief Executive Officer’s compensation will either be paid directly to him or reimbursed to Liberty, in each case, based on allocations set forth in the amended services agreement, which was set at 7% for the Company but subject to adjustment on an annual basis and upon the occurrence of certain events.
Additionally, pursuant to the services agreement with Liberty and prior to the Corporate Governance Transition (as defined below), components of Liberty’s Chief Executive Officer’s compensation were either paid directly to him or reimbursed to Liberty, in each case, based on allocations set forth in the services agreement.
In addition, Braves Holdings indirectly owned and operated three Professional Development League clubs (the Gwinnett Stripers, Mississippi Braves and Rome Braves) until they were sold in January 2022. ANLBC’s ballpark (“Truist Park” or the “Stadium”) is located in Cobb County, a suburb of Atlanta, and is leased from Cobb County, Cobb-Marietta Coliseum and Exhibit Hall Authority.
The Braves’ ballpark (“Truist Park” or the “Stadium”) is located in Cobb County, a suburb of Atlanta, and is leased from Cobb County, Cobb-Marietta Coliseum and Exhibit Hall Authority.
Players with less than three but more than two years of service time can also become arbitration eligible if they meet certain criteria. If the MLB Club and player have not agreed on a salary by an established deadline (typically in mid-January), the MLB Club and player must exchange salary figures for the upcoming season.
If the MLB Club and player have not agreed on a salary by an established deadline (typically in mid-January), the MLB Club and player must exchange salary figures for the upcoming season. After the figures are exchanged, a hearing is scheduled (typically in February).
The Braves have a long-term local television broadcasting agreement with Sportsouth Network II, LLC, the owner and operator of the Bally Sport South and Bally Sports Southeast video programming services (formerly known as Fox Sports South and Fox Sports Southeast, respectively).
The Braves work closely with the local television broadcasters and have a cross-promotional sponsorship and marketing agreement with SportSouth Network II, LLC’s regional cable networks, FanDuel Sports Network South and FanDuel Sports Network Southeast (formerly known as Bally Sport South or Fox Sports South and Bally Sports Southeast or Fox Sports Southeast, respectively). Seasonality.
The Braves work closely with the local television broadcasters and have a cross-promotional sponsorship and marketing agreement with Bally Sports South and Bally Sports Southeast. Seasonality. Baseball revenue is seasonal, with the majority of revenue historically recognized during the second and third quarters, which aligns with a normal baseball regular season, consisting of 162 games. Mixed-Use Development.
Baseball revenue is seasonal, with the majority of revenue historically recognized during the second and third quarters, which aligns with a normal baseball regular season, consisting of 162 games. Mixed-Use Development. Braves Holdings’ Mixed-Use Development segment includes retail, office, hotel and entertainment operations within The Battery Atlanta as well as land under development adjacent to CoolToday Park (as defined below).
Investments Braves Holdings or certain of its subsidiaries maintain investments in various entities, including MLBAM and BELP, which are both MLB affiliates.
The Battery Atlanta is powered by Comcast’s all-fiber network, delivering multi-terabit capabilities to the Mixed-Use Development. The apartment residences were subsequently sold in 2018. I-7 Table of Contents Investments Braves Holdings or certain of its subsidiaries maintain investments in various entities, including MLBAM and BELP, which are both MLB affiliates.
Braves Holdings believes that a rich culture of inclusion and diversity enables it to create, develop and fully leverage the strengths of its workforce.
Braves Holdings believes that a rich culture enables it to create, develop and fully leverage the strengths of its workforce. Braves Holdings strives to accomplish this through various programs including the Executive Speaker Series, Anniversary Committee, wellness initiatives, employee discussion opportunities and various activities sponsored by internal company committees. Compensation and Benefits .
The intergroup interests in the Braves Group held by the Liberty Formula One Group (the “Formula One Group”) and the Liberty SiriusXM Group immediately prior to the Split-Off were settled and extinguished in connection with the Split-Off through the attribution, to the respective tracking stock group, of Atlanta Braves Holdings Series C common stock on a one-for-one basis equal to the number of notional shares representing the intergroup interest.
The intergroup interests in the Liberty Braves Group held by subsidiaries of Liberty prior to the Split-Off were settled through attribution of Atlanta Braves Holdings Series C common stock and subsequently sold in the secondary market. Atlanta Braves Holdings did not receive any of the proceeds from the sale of our common stock by these subsidiaries of Liberty.
Phase II was completed in stages throughout 2020 and 2021. Phase III, consisting of a 250,000-square-foot office building immediately behind Truist Park, commenced construction in the second half of 2022.
Development has continued through current day, including a 0.25 million square-foot office building immediately behind Truist Park which commenced construction in the second half of 2022.
Each club remains affiliated with the Braves under the terms of the license agreement, which has a 10-year term. The Augusta GreenJackets are the fourth Professional Development League club affiliated with the Braves. The Braves historically operated a baseball academy in the Dominican Republic and participated in the Dominican Summer League.
The four Professional Development League clubs affiliated with the Braves are the Gwinnett Stripers, Columbus Clingstones (formerly the Mississippi Braves), Rome Emperors (formerly the Rome Braves), and the Augusta GreenJackets. The Braves operate a baseball academy in the Dominican Republic and participate in the Dominican Summer League.
Removed
The Split-Off was completed on July 18, 2023 and was intended to be tax-free to holders of Liberty Braves common stock. Atlanta Braves Holdings is comprised of the businesses, assets and liabilities previously attributed to the Liberty Braves Group (“Braves Group”), which, as of December 31, 2023, included Atlanta Braves Holdings’ wholly-owned subsidiary Braves Holdings and corporate cash.
Added
The Split-Off was intended to be tax-free to holders of Liberty Braves common stock and in September 2024, the Internal Revenue Service completed its review of the Split-Off and notified Liberty that it agreed with the non-taxable characterization of the transaction.
Removed
In November 2023, Liberty exchanged 1,811,066 shares of Atlanta Braves Holdings Series C common stock with a third party in satisfaction of certain of Liberty’s debt obligations, and an affiliate of such third party then sold the shares in a secondary public offering (the “Liberty Media Exchange”).
Added
The allocation percentage was 7% for Atlanta Braves Holdings during the period from July 18, 2023 to December 31, 2023 and was 8% during the period from January 1, 2024 to August 31, 2024, when the Corporate Governance Transition (as defined below) occurred. On August 21, 2024, Terence F. McGuirk (“McGuirk”) entered into certain shareholder arrangements with Dr. John C.
Removed
Atlanta Braves Holdings did not receive any of the proceeds from the Liberty Media Exchange. Following this transaction, neither Liberty nor Atlanta Braves Holdings has any continuing stock ownership, beneficial or otherwise, in the other.
Added
Malone (“Malone”), pursuant to which Malone granted McGuirk a proxy (the “Malone Voting Agreement”) to vote 887,079 shares of the Company’s Series B Common Stock owned by Malone, representing 44% of the Company’s outstanding voting power, on director elections, the approval or authorization of executive compensation and other routine matters.
Removed
Under the facilities sharing agreement, Atlanta Braves Holdings shares office space with Liberty and related amenities at Liberty’s corporate headquarters.
Added
Malone also granted McGuirk a right of first refusal with respect to future transfers of the Company shares beneficially owned by Malone as well as certain appreciation rights with respect to the value of Malone’s shares of Series B Common Stock.
Removed
In particular, statements under Item 1. "Business," Item 1A. "Risk Factors," Item 2. "Properties," Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" contain forward-looking statements.
Added
Additionally, Atlanta Braves Holdings and Liberty have begun transitioning various general and administrative services provided by Liberty to the management of Atlanta Braves Holdings, including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support.
Removed
In January 2022, Braves Holdings sold the three Professional Development League clubs to a third party. Each of the three clubs remain affiliated with Braves Holdings via player development license agreements with MLB Professional Development Leagues, LLC. Additionally, Braves Holdings granted an exclusive, royalty free, sub-licensable, and irrevocable license to use various tradenames and logos.
Added
As part of that transition, the then-current officers of the Company (with limited exceptions) stepped down from their officer positions, effective August 31, 2024, and members of the Atlanta Braves Holdings operating team assumed these roles effective September 1, 2024 (the “Corporate Governance Transition”).
Removed
Diamond Sports Group, the parent company of Sportsouth Network II, LLC, is in financial distress and has filed for chapter 11 protection. As a result of the chapter 11 proceeding, Atlanta Braves Holdings may be required to pay up to $34.2 million, the amount remitted to Braves Holdings and its subsidiaries during the 90-day preference period preceding the filing.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeUnder this agreement, Liberty Media is generally responsible for any taxes and losses resulting from the failure of the Split-Off Transactions to qualify as a tax-free transaction and certain taxes resulting from the failure of the Liberty Media Exchange to qualify as a transaction described in Section 361(c)(3) of the Code; however, we are required to indemnify Liberty Media, its subsidiaries and certain related persons for any such taxes and losses that (i) result primarily from, individually or in the aggregate, the breach of certain covenants we made (applicable to actions or failures to act by us and our subsidiaries), (ii) result from the application of Section 355(e) of the Code to the Split-Off Transactions as a result of the treatment of the Split-Off Transactions as part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, a 50% or greater interest (measured by vote or value) in the stock of our Company (or any successor corporation) or (iii) result from any excess loss account (within the meaning of applicable U.S.
Biggest changeUnder this agreement, we are required to indemnify Liberty Media, its subsidiaries and certain related persons for any such taxes and losses arising from the Split-Off Transactions that (i) result primarily from, individually or in the aggregate, the breach of certain covenants we made (applicable to actions or failures to act by us and our subsidiaries), or (ii) result from a 50% or greater interest (measured I-13 Table of Contents by vote or value) in the stock of our Company (or any successor corporation) being sold as part of a plan or series of related transactions that includes the Split-Off Transaction, or (iii) result from any excess loss account (within the meaning of applicable U.S.
In connection with the Split-Off, we entered into the Services Agreement with Liberty Media, pursuant to which Liberty Media provides us with certain management, administrative, financial, treasury, accounting, tax, legal and other services, for which we will reimburse Liberty Media on a fixed fee basis.
In connection with the Split-Off, we entered into the services agreement with Liberty Media, pursuant to which Liberty Media provides us with certain administrative, financial, treasury, accounting, tax, legal and other services, for which we will reimburse Liberty Media on a fixed fee basis.
In addition, each MLB Club is required to appoint one “Control Person” who is acceptable to MLB and the other MLB Clubs and who has significant authority over club operations and the club’s interaction with MLB.
In addition, each MLB Club is required to appoint one person who is acceptable to MLB and the other MLB Clubs and who has significant authority over club operations and the club’s interaction with MLB (the “Control Person”).
To comply with the policies of MLB, our restated charter provides that, subject to certain exceptions: (i) employees of MLB and related entities may not own our common stock, (ii) persons who are owners, stockholders, directors, officers or employees of any MLB Club other than the Braves may not own 5% or more of the number of outstanding shares of our common stock, (iii) no person may own 10% or more of the number of outstanding shares of our common stock and (iv) no person may (A) own 50% or more of the number of outstanding shares of our common stock or (B) have the ability to exercise control over our business affairs unless, in the case of clause (iii) or clause (iv), such person is expressly approved by MLB (which, in the case of clause (iii), includes GAMCO Investors, Inc.) or qualifies as an exempt holder (which includes Gregory B.
To comply with the policies of MLB, our restated charter provides that, subject to certain exceptions: (i) employees of MLB and related entities may not own our common stock, (ii) persons who are owners, stockholders, directors, officers or employees of any MLB Club other than the Braves may not own 5% or more of the number of outstanding shares of our common stock, (iii) no person may own 10% or more of the number of outstanding shares of our common stock and (iv) no person may (A) own 50% or more of the number of outstanding shares of our common stock or (B) have the ability to exercise control over our business affairs unless, in the case of clause (iii) or clause (iv), such person is expressly approved by MLB (which, in the case of clause (iii), includes GAMCO Investors, Inc.) or qualifies as an exempt holder (which includes Terence F.
We could be adversely affected by various facts and events over which we have limited or no control, such as: • lack of or loss of demand for the amount of commercial and retail space developed and being developed at The Battery Atlanta; I-20 Table of Contents • effects of events outside of our or our lessees’ control affecting demand for commercial and retail space or our lessees’ ability to pay rent, such as a future pandemic or epidemic; • inability to retain existing lessees and attract new lessees; • changes in market rental rates; • declines in lessees’ creditworthiness and ability to pay rent, which may be affected by their operations, economic downturns and competition within their industries from other operators; • defaults by and bankruptcies of lessees, failure of lessees to pay rent on a timely basis, or failure of lessees to comply with their contractual obligations; • economic or physical decline of the areas around Truist Park and The Mixed-Use Development; and • deterioration of physical condition of properties in the Mixed-Use Development.
We could be adversely affected by various facts and events over which we have limited or no control, such as: • lack of or loss of demand for the amount of commercial and retail space developed and being developed at The Battery Atlanta; • effects of events outside of our or our lessees’ control affecting demand for commercial and retail space or our lessees’ ability to pay rent, such as a future pandemic or epidemic; • inability to retain existing lessees and attract new lessees; • changes in market rental rates; • declines in lessees’ creditworthiness and ability to pay rent, which may be affected by their operations, economic downturns and competition within their industries from other operators; • defaults by and bankruptcies of lessees, failure of lessees to pay rent on a timely basis, or failure of lessees to comply with their contractual obligations; • economic or physical decline of the areas around Truist Park and the Mixed-Use Development; and • deterioration of physical condition of properties in the Mixed-Use Development.
Given the added costs associated with the completion of the Split-Off, including the separate accounting, legal and other compliance costs of being a separate public company, our failure to realize the anticipated benefits of the Split-Off in the near term or at all could adversely affect us.
Given the added costs associated with the completion of the Split-Off, including the separate accounting, legal and other compliance costs of being a separate public company, our failure to realize the anticipated benefits of the Split-Off in the near term or at all could adversely affect us. John C.
In addition, the holder’s right to receive the net proceeds of the sale, as well as any dividends or other distributions to which the holder would otherwise be entitled, will be subject to the holder’s compliance with the applicable mechanics included in our restated charter. In addition to the influence Mr.
In addition, the holder’s right to receive the net proceeds of the sale, as well as any dividends or other distributions to which the holder would otherwise be entitled, will be subject to the holder’s compliance with the applicable mechanics included in our restated charter. In addition to the influence Dr. Malone, or Mr.
These provisions include the following: ● (i) no person may own 10% or more of the number of outstanding shares of our common stock and (ii) no person may (A) own 50% or more of the number of outstanding shares of our common stock or (B) have the ability to exercise control over our business affairs unless, in the case of clause (i) or clause (ii), such person is expressly approved by MLB (which, in the case of clause (i), includes GAMCO Investors, Inc.) or qualifies as an exempt person (which includes Gregory B.
These provisions include the following: ● (i) no person may own 10% or more of the number of outstanding shares of our common stock and (ii) no person may (A) own 50% or more of the number of outstanding shares of our common stock or (B) have the ability to exercise control over our business affairs unless, in the case of clause (i) or clause (ii), such person is expressly approved by MLB (which, in the case of clause (i), includes GAMCO Investors, Inc.) or qualifies as an exempt person (which includes Terence F.
These expenses may be less than the comparable expenses we would have incurred had we operated as a separate publicly traded company during periods prior to the Split-Off.
These expenses may be more or less than the comparable expenses we would have incurred had we operated as a separate publicly traded company during periods prior to the Split-Off.
While the Braves have made the MLB postseason during eight of the past twelve seasons, and were the 2021 World Series Champions, there can be no assurance that the team will perform well or qualify for postseason play during the next season or any season thereafter. Poor on-field performance by the Braves is likely to adversely affect our financial performance.
While the Braves have made the MLB postseason during nine of the past thirteen seasons, and were the 2021 World Series Champions, there can be no assurance that the team will perform well or qualify for postseason play during the next season or any season thereafter. Poor on-field performance by the Braves is likely to adversely affect our financial performance.
Malone may continue to be deemed to be in a position to influence significant corporate actions, including corporate transactions such as mergers, business I-14 Table of Contents combinations or dispositions of assets. This concentration of ownership could discourage others from initiating any potential merger, takeover or other change of control transaction that may otherwise be beneficial to our stockholders.
Malone may continue to be deemed to be in a position to influence significant corporate actions, including corporate transactions such as mergers, business combinations or dispositions of assets. This concentration of ownership could discourage others from initiating any potential merger, takeover or other change of control transaction that may otherwise be beneficial to our stockholders.
In addition, if MLB does not provide approval of a specific transaction, these provisions could prevent a transaction in which holders of our common stock might I-25 Table of Contents receive a premium for their shares over the then-prevailing market price or which our board of directors or stockholders might believe to be otherwise in the best interest of us and our stockholders.
In addition, if MLB does not provide approval of a specific transaction, these provisions could prevent a transaction in which holders of our common stock might receive a premium for their shares over the then-prevailing market price or which our board of directors or stockholders might believe to be otherwise in the best interest of us and our stockholders.
In doing so, the board of directors may consider all relevant facts, circumstances, contingencies or constituencies, including, without limitation, the interests of the corporation’s employees, suppliers, creditors or customers; the economy of the state or the nation; the interests of the community or of society; the long-term or short-term interests of the corporation, including the possibility that these interests may be best I-26 Table of Contents served by the continued independence of the corporation; or the long-term or short-term interests of the corporation’s stockholders, including the possibility that these interests may be best served by the continued independence of the corporation.
In doing so, the board of directors may consider all relevant facts, circumstances, contingencies or constituencies, including, without limitation, the interests of the corporation’s employees, suppliers, creditors or customers; the economy of the state or the nation; the interests of the community or of society; the long-term or short-term interests of the corporation, including the possibility that these interests may be best served by the continued independence of the corporation; or the long-term or short-term interests of the corporation’s stockholders, including the possibility that these interests may be best served by the continued independence of the corporation.
Any such exclusion from indices could result in a less active trading market for, and adversely affect the value of, the shares of our common stock, in part because mutual funds, exchange-traded funds and other investment vehicles that attempt I-23 Table of Contents to passively track these indices will not be investing in the shares of our common stock.
Any such exclusion from indices could result in a less active trading market for, and adversely affect the value of, the shares of our common stock, in part because mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track these indices will not be investing in the shares of our common stock.
To the extent that the long-term anticipated benefits of the Mixed-Use Development do not materialize and we do not experience sustained revenue, our increased costs, I-19 Table of Contents including our new debt service obligations, could materially adversely affect our financial results, which is likely to suppress the value of our common stock.
To the extent that the long-term anticipated benefits of the Mixed-Use Development do not materialize and we do not experience sustained revenue, our increased costs, including our new debt service obligations, could materially adversely affect our financial results, which is likely to suppress the value of our common stock.
The Braves’ extensive travel I-15 Table of Contents schedule exposes its players and coaching staff to the risk of travel-related accidents and injuries. An injury sustained by a key player, or an injury occurring at a key point in the season, could negatively impact the team’s performance and decrease the likelihood of postseason play.
The Braves’ extensive travel schedule exposes its players and coaching staff to the risk of travel-related accidents and injuries. An injury sustained by a key player, or an injury occurring at a key point in the season, could negatively impact the team’s performance and decrease the likelihood of postseason play.
From time to time, our subsidiaries may consider I-18 Table of Contents opportunities to refinance such debt, including through use of cash on hand and capital markets transactions. Accordingly, our ability to make payments to third parties and to otherwise meet our financial obligations at the holding company level is constricted.
From time to time, our subsidiaries may consider opportunities to refinance such debt, including through use of cash on hand and capital markets transactions. Accordingly, our ability to make payments to third parties and to otherwise meet our financial obligations at the holding company level is constricted.
Disruptions, such as computer hacking and phishing, theft, computer viruses, ransomware, worms or other destructive software, process breakdowns, denial of service attacks or other malicious activities, as well as power outages, natural or other disasters (including extreme weather), terrorist activities or human error, may affect the information systems and services we utilize and could result in disruption of our services, misappropriation, misuse, alteration, theft, loss, leakage, falsification, and accidental or premature release or improper disclosure of confidential or other information, including intellectual property and personal data (of third parties or employees) contained on such systems.
Disruptions, such as computer hacking and phishing, theft, computer viruses, ransomware, worms or other destructive software, process breakdowns, potential disruptions from software updates (including due to inadequate testing of updates), denial of service attacks or other malicious activities, as well as power outages, natural or other disasters (including extreme weather), terrorist activities or human error, may affect the information systems and services we utilize and could result in disruption of our services, misappropriation, misuse, alteration, theft, loss, leakage, falsification, and accidental or premature release or improper disclosure of confidential or other information, including intellectual property and personal data (of third parties or employees) contained on such systems.
Malone owns shares of our common stock representing approximately 47.5% of our aggregate voting power (based on the number of shares of our common stock outstanding as of December 31, 2023), which may be deemed to put him in a position to influence significant corporate actions and may discourage others from initiating a potential change of control transaction that may be beneficial to our stockholders.”), the share ownership limitations and MLB approvals required for certain transfers of shares of our common stock, in each case included in our restated charter, may have an anti-takeover effect, potentially discouraging third parties from making proposals for acquisitions of greater than 10% of our common stock or a change of control transaction.
Malone owns shares of our common stock representing approximately 48.3% of our aggregate voting power, based on the number of shares of our common stock outstanding as of January 31, 2025), which may be deemed to put him in a position to influence significant corporate actions and may discourage others from initiating a potential change of control transaction that may be beneficial to our stockholders.”), the share ownership limitations and MLB approvals required for certain transfers of shares of our common stock, in each case included in our restated charter, may have an anti-takeover effect, potentially discouraging third parties from making proposals for acquisitions of greater than 10% of our common stock or a change of control transaction.
The Braves compete for entertainment and advertising dollars with other sports and entertainment activities. During parts of the MLB regular season, the Braves experience competition from college football, professional basketball (the Atlanta Hawks) and professional football (the Atlanta Falcons).
The Braves compete for entertainment and advertising dollars with other sports and entertainment activities. During parts of the MLB regular season, the Braves experience competition from college football, professional basketball (the Atlanta Hawks), professional football (the Atlanta Falcons) and professional soccer (the Atlanta United FC).
While we and our vendors and broadcasting partners continue to develop, implement and maintain security measures seeking to identify and mitigate cybersecurity risks, including unauthorized access or misuse, such efforts are costly, require ongoing monitoring and updating and may not be successful in preventing these events from occurring.
While we and our vendors and broadcasting partners continue to I-21 Table of Contents develop, implement and maintain security measures seeking to identify and mitigate cybersecurity risks, including unauthorized access or misuse, such efforts are costly, require ongoing monitoring and updating and may not be successful in preventing these events from occurring.
However, there can be no assurance that the trading price of our common stock will reflect a reduced valuation discount, as compared to Liberty Media’s former I-13 Table of Contents Liberty Braves common stock, as a result of the completion of the Split-Off.
However, there can be no assurance that the trading price of our common stock will reflect a reduced valuation discount, as compared to Liberty Media’s former Liberty Braves common stock, as a result of the completion of the Split-Off.
The decisions of the Commissioner of Baseball are binding and not appealable, and therefore I-16 Table of Contents we and Braves Holdings may not resort to the courts or any other means to enforce our rights or contest the application of the MLB Rules and Regulations.
The decisions of the Commissioner of Baseball are binding and not appealable, and therefore we and Braves Holdings may not resort to the courts or any other means to enforce our rights or contest the application of the MLB Rules and Regulations.
Malone, or any person approved by MLB as the “control person” of the Braves and certain related persons of the foregoing, as well as Liberty Media until such time as Liberty Media no longer owns 10% or more of the number of outstanding I-24 Table of Contents shares of our common stock without retaining any power, including, without limitation, voting power, with respect to such shares); ● authorizing a capital structure with multiple series of common stock: a Series B that entitles the holders to ten votes per share, a Series A that entitles the holders to one vote per share, and a Series C that, except as otherwise required by applicable law, entitles the holders to no voting rights; ● classifying our board of directors with staggered three-year terms, which may lengthen the time required to gain control of our board of directors; ● limiting who may call special meetings of stockholders; ● prohibiting stockholder action by written consent (subject to certain exceptions), thereby requiring stockholder action to be taken at a meeting of the stockholders; ● requiring stockholder approval by holders of at least 66⅔% of our voting power with respect to certain extraordinary matters, such as a merger or consolidation of us, a sale of all or substantially all of our assets or an amendment to our restated charter (except in the event approved by at least 75% of our board of directors); ● establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; and ● the existence of authorized and unissued stock, including “blank check” preferred stock, which could be issued by our board of directors to persons friendly to our then current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us.
Malone, or any person approved by MLB as the Control Person of the Braves and certain related persons of the foregoing); ● authorizing a capital structure with multiple series of common stock: a Series B that entitles the holders to ten votes per share, a Series A that entitles the holders to one vote per share, and a Series C that, except as otherwise required by applicable law, entitles the holders to no voting rights; ● classifying our board of directors with staggered three-year terms, which may lengthen the time required to gain control of our board of directors; ● limiting who may call special meetings of stockholders; ● prohibiting stockholder action by written consent (subject to certain exceptions), thereby requiring stockholder action to be taken at a meeting of the stockholders; ● requiring stockholder approval by holders of at least 66⅔% of our voting power with respect to certain extraordinary matters, such as a merger or consolidation of us, a sale of all or substantially all of our assets or an amendment to our restated charter (except in the event approved by at least 75% of our board of directors); I-23 Table of Contents ● establishing advance notice requirements for nominations of candidates for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; and ● the existence of authorized and unissued stock, including “blank check” preferred stock, which could be issued by our board of directors to persons friendly to our then current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us.
Braves Holdings has, directly or indirectly through subsidiaries, taken on a significant level of debt and increased expenses related to the development of the Braves’ stadium, the Mixed-Use Development and our spring training facility.
Braves Holdings has, directly or indirectly through subsidiaries, taken on a significant level of debt and increased expenses related to the development of Truist Park, the Mixed-Use Development and our spring training facility.
Stockholders who do bring a claim in the Nevada Eighth Judicial District Court could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near the State of Nevada.
Stockholders who do bring a claim in the Nevada Eighth Judicial District Court could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Las Vegas, Nevada.
Our ability to incur indebtedness to fund our operations will be limited, which could negatively impact our operations. Braves Holdings generally funds its operating activities through cash flow from operations and two credit facilities, with a combined borrowing capacity of $275 million. As of December 31, 2023, there were no amounts outstanding under these credit facilities.
I-17 Table of Contents Our ability to incur indebtedness to fund our operations will be limited, which could negatively impact our operations. Braves Holdings generally funds its operating activities through cash flow from operations and two credit facilities, with a combined borrowing capacity of $275.0 million. As of December 31, 2024, there were no amounts outstanding under these credit facilities.
Malone owns shares of our common stock representing approximately 47.5% of our aggregate voting power, which may be deemed to put him in a position to influence significant corporate actions and may discourage others from initiating a potential change of control transaction that may be beneficial to our stockholders. ​ Mr.
Malone owns shares of our common stock representing approximately 48.3% of our aggregate voting power, which may be deemed to put him in a position to influence significant corporate actions and may discourage others from initiating a potential change of control transaction that may be beneficial to our stockholders. Dr.
The Stadium Operating Agreement provides that any termination of the agreement will not be effective until the conclusion of the then current MLB season, including any applicable postseason games.
The Stadium Operating Agreement provides that any termination of the agreement will not be effective until I-18 Table of Contents the conclusion of the then current MLB season, including any applicable postseason games.
The Company’s ability to use net operating loss and disallowed business interest carryforwards to reduce future tax payments could be negatively impacted. ​ At December 31, 2023, we had a deferred tax asset attributable to state net operating losses and federal and state disallowed business interest carryforwards of $16.7 million and we may carry forward our state net operating losses and federal and state disallowed business interest deductions in certain circumstances to offset current and future taxable income and reduce our income tax liability, subject to certain requirements and restrictions.
I-22 Table of Contents The Company’s ability to use net operating loss and disallowed business interest carryforwards to reduce future tax payments could be negatively impacted. ​ At December 31, 2024, we had a deferred tax asset attributable to state net operating losses and federal and state disallowed business interest carryforwards of $22.2 million and we may carry forward our state net operating losses and federal and state disallowed business interest deductions in certain circumstances to offset current and future taxable income and reduce our income tax liability, subject to certain requirements and restrictions.
In addition, we have entered into the Services Agreement with Liberty Media pursuant to which Liberty Media will provide us certain management, administrative, financial, treasury, accounting, tax, legal and other services, for which we will reimburse Liberty Media on a fixed fee basis.
In addition, we have entered into the services agreement with Liberty Media pursuant to which Liberty Media provides us certain management, administrative, financial, treasury, accounting, tax, legal and other services, for which we reimburse Liberty Media on a fixed fee basis, subject to quarterly review.
Focus on team performance, and decisions by management, may negatively impact financial results in the short-term. Management of Braves Holdings focuses on making operational and business decisions that enhance the on-field performance of the Braves and this may sometimes require implementing strategies and making investments that may negatively impact short-term profit for the sake of immediate on-field success.
Management of Braves Holdings focuses on making operational and business decisions that enhance the on-field performance of the Braves and this may sometimes require implementing strategies and making investments that may negatively impact short-term profit for the sake of immediate on-field success.
Our restated charter does not provide for cumulative voting in the election of directors and permits future issuances of BATRA, BATRB and BATRK. Any future issuances of BATRA, BATRB or BATRK may dilute your interest in the Company. Item 1B. Unresolved Staff Comments None.
Our restated charter does not provide for cumulative voting in the election of directors and permits future issuances of BATRA, BATRB and BATRK. Any future issuances of BATRA, BATRB or BATRK may dilute your interest in the Company.
Fans attending professional baseball games risk personal injury or accident, which could subject us to personal injury or other claims and could increase our expenses. Personal injuries and accidents involving fans attending professional baseball games have occurred, and may in the future occur, which could subject us to claims and liabilities for personal injuries which could increase expenses.
Personal injuries and accidents involving fans attending professional baseball games have occurred, and may in the future occur, which could subject us to claims and liabilities for personal injuries which could increase expenses.
Penetration of our information systems or other misappropriation or misuse of personal or sensitive information and data, including credit card information and other personally identifiable information, could subject us to increased costs, litigation, actions from governmental authorities, and financial or other liabilities.
Penetration of our information systems or other misappropriation or misuse of personal or sensitive information and data, including credit card information and other personally identifiable information, could subject us to increased costs, litigation, actions from governmental authorities, reputational harm (which could negatively impact future revenues), and financial or other liabilities.
As of December 31, 2023, Braves Holdings had approximately $206.8 million outstanding under various debt instruments for construction and other stadium-related costs, $336.2 million outstanding under various credit facilities and loans for the Mixed-Use Development and $30.0 million outstanding under a credit facility for the spring training facility.
As of December 31, 2024, Braves Holdings had approximately $197.9 million outstanding under various debt instruments for construction and other stadium-related costs, $392.2 million outstanding under various credit facilities and loans for the Mixed-Use Development and $30.0 million outstanding under a credit facility for the spring training facility.
Malone beneficially owns shares of our common stock representing the power to direct approximately 47.5% of the aggregate voting power of our common stock. We and Mr. Malone have not entered into any arrangements that prohibit or limit his ability to acquire additional shares of our common stock, and therefore Mr.
Malone beneficially owns shares of our common stock representing the power to direct approximately 48.3% of the aggregate voting power of our common stock. The Company and Dr. Malone have not entered into any arrangements that prohibit or limit his ability to acquire additional shares of our common stock, and therefore Dr.
We believe that the terms of these agreements are and will be commercially reasonable and fair to all parties under the circumstances; however, conflicts could arise in the interpretation or any extension or renegotiation of the foregoing agreements.
We believe that the terms of these agreements are and will be commercially reasonable and fair to all parties under the circumstances; however, conflicts could arise in the interpretation or any extension or renegotiation of the foregoing agreements. We may have a significant indemnity obligation to Liberty Media.
Our agreements with Liberty Media were negotiated while we were still a subsidiary of Liberty Media and therefore may not be the result of arms’ length negotiations.
These costs could be material to our business. Our agreements with Liberty Media were negotiated while we were still a subsidiary of Liberty Media and therefore may not be the result of arms’ length negotiations.
In addition, Virginia enacted the Consumer Data Protection Act in March 2021, which regulates the handling of personal data and became effective on January 1, 2023, and Colorado enacted a personal data protection law in July 2021, the Colorado Privacy Act, which took effect on July 1, 2023. Utah and Connecticut also have enacted consumer privacy statutes.
Most of the CPRA’s provisions became effective on January 1, 2023. In addition, Virginia enacted the Consumer Data Protection Act in March 2021, which regulates the handling of personal data and became effective on January 1, 2023, and Colorado enacted a personal data protection law in July 2021, the Colorado Privacy Act, which took effect on July 1, 2023.
Malone as of immediately following the Split-Off) and 173,752 additional shares of BATRA to control approval of general matters submitted to shareholders for approval, pursuant to which holders of shares of BATRA and BATRB would vote together as a single class. Mr.
Malone as of immediately following the Split-Off) and 23,666 additional shares of BATRA to control approval of general matters submitted to stockholders for approval, pursuant to which holders of shares of BATRA and BATRB would vote together as a single class. Dr.
Maffei, our Chairman and Chief Executive Officer, John C. Malone, or any person approved by MLB as the “control person” of the Braves and certain related persons of each of the foregoing.
McGuirk, our Chairman, President and Chief Executive Officer, Gregory B. Maffei, John C. Malone, or any person approved by MLB as the Control Person of the Braves and certain related persons of each of the foregoing).
Even if the Split-Off Transactions otherwise qualify under Section 355, Section 368(a)(1)(D), and related provisions of the Code, the Split-Off Transactions would result in a significant U.S. federal income tax liability to Liberty Media (but not to former holders of Liberty Braves common stock or holders of Liberty Formula One common stock) under Section 355(e) of the Code if one or more persons acquire, directly or indirectly, a 50% or greater interest (measured by either vote or value) in the stock of Liberty Media or in the stock of our Company (or any successor corporation) (excluding, for this purpose, acquisitions of our common stock meeting statutory exceptions) as part of a plan or series of related transactions that includes the Split-Off Transactions.
While the characterization of the Split-Off and certain related transactions (the “Split-Off Transactions”) as tax-free to the holders of Liberty Braves common stock was agreed to by the Internal Revenue Service, the Split-Off would result in a significant U.S. federal income tax liability to Liberty Media (but not to former holders of Liberty Braves common stock or holders of Liberty Formula One common stock) under Section 355(e) of the Internal Revenue Code of 1986 (the “Code”) if one or more persons acquire, directly or indirectly, a 50% or greater interest (measured by either vote or value) in the stock of Liberty Media or in the stock of our Company (or any successor corporation) (excluding, for this purpose, acquisitions of our common stock meeting statutory exceptions) as part of a plan or series of related transactions that includes the Split-Off Transactions.
If we are required to indemnify Liberty Media, its subsidiaries or such related persons under the circumstances set forth in the tax sharing agreement, we may be subject to substantial liabilities, which could materially adversely affect our financial position.
If we are required to indemnify Liberty Media, its subsidiaries or such related persons under the circumstances set forth in the tax sharing agreement, we may be subject to substantial liabilities, which could materially adversely affect our financial position. We may not realize the potential benefits from the Split-Off in the near term or at all.
No assurance can be given that any changes to the MLB Rules and Regulations, adoption of new MLB Rules and Regulations or decisions made by the Commissioner of Baseball will not adversely affect our business and our financial results and have a negative impact upon the value of our common stock.
No assurance can be given that any changes to the MLB Rules and Regulations, adoption of new MLB Rules and Regulations or decisions made by the Commissioner of Baseball will not adversely affect our business and our financial results and have a negative impact upon the value of our common stock. ​ I-16 Table of Contents Organized labor matters could have an adverse effect on our financial results.
Other states in the U.S. are also separately proposing laws to regulate privacy and security of personal data.
Utah and Connecticut also have enacted consumer privacy statutes. Other states in the U.S. are also separately proposing laws to regulate privacy and security of personal data.
Accordingly, our historical financial results for periods prior to the completion of the Split-Off are not necessarily representative of the results we would have achieved as a separate public company and may not be a reliable indicator of our future results We have incurred, and may continue to incur, material costs not previously incurred as a result of our separation from Liberty Media.
Accordingly, our historical financial results for periods prior to the completion of the Split-Off are not necessarily representative of the results we would have achieved as a separate public company and may not be a reliable indicator of our future results .
Holders of record of BATRA are entitled to one vote for each share of such stock and holders of record of BATRB are entitled to ten votes for each share of such stock on all matters submitted to a vote of stockholders.
Our common stock is divided into three series of common stock: BATRA, BATRB and BATRK. Holders of record of BATRA are entitled to one vote for each share of such stock and holders of record of BATRB are entitled to ten votes for each share of such stock on all matters submitted to a vote of stockholders.
The Braves were required to pay the Competitive Balance Tax for the 2023 season. For more information about the Competitive Balance Tax, see “Item 1. Business - MLB Rules and Regulations - Collective Bargaining Agreement” and “Item 1.
For more information about the Competitive Balance Tax, see “Item 1. Business - MLB Rules and Regulations - Collective Bargaining Agreement” and “Item 1.
In addition, to the extent higher salaries must be paid in order to retain talented players, the Braves may be subject to the Competitive Balance Tax imposed by the CBA (each as defined below) if the Braves’ aggregate average payroll exceeds the predetermined thresholds contained in the CBA.
In addition, to the extent higher salaries must be paid in order to retain talented players, the Braves may be subject to the Competitive Balance Tax imposed by the CBA if the Braves’ aggregate average payroll exceeds the predetermined thresholds contained in the CBA. The Braves were required to pay the Competitive Balance Tax for the 2024 and 2023 seasons.
Malone could exercise in respect of his voting power (see “- Factors Relating to our Corporate History and the Split-Off - Mr.
McGuirk as proxy as a result of the Malone Voting Agreement, could exercise in respect of his voting power (see “- Factors Relating to our Corporate History and the Split-Off - Dr.
In November 2020, California voters approved the California Privacy Rights Act of 2020 (“CPRA”), which amends and expands the CCPA and establishes the California Privacy Protection Agency to implement and enforce consumer privacy laws. Most of the CPRA’s provisions became effective on January 1, 2023.
The CCPA became effective on January 1, 2020. The California Attorney General has issued regulations and guidance regarding the law. In November 2020, California voters approved the California Privacy Rights Act of 2020 (“CPRA”), which amends and expands the CCPA and establishes the California Privacy Protection Agency to implement and enforce consumer privacy laws.
Under the principles of Nevada law referred to above and the business judgment rule, you may not be successful in challenging these decisions if a majority of our board of directors is disinterested, independent and adequately informed with respect to decisions of the board and acts in good faith and in the honest belief that the board is acting in the best interests of all of our stockholders.
Under the principles of Nevada law referred to above and Nevada’s codified business judgment rule (which provides that directors and officers, in deciding upon matters of business, are presumed to act in good faith, on an informed basis and with a view to the interests of the corporation), you may not be successful in challenging these decisions if a majority of our board of directors is disinterested, independent and adequately informed with respect to decisions of the board and acts in good faith and in the honest belief that the board is acting in the best interests of the corporation.
The process for determining whether an acquisition is part of a plan under these rules is complex, inherently factual in nature, and subject to a comprehensive analysis of the facts and circumstances of the particular case.
The process for determining whether an acquisition is part of a plan under these rules is complex, inherently factual in nature, and subject to a comprehensive analysis of the facts and circumstances of the particular case. Prior to the Split-Off, we entered into a tax sharing agreement with Liberty Media.
Organized labor matters could have an adverse effect on our financial results. Our business is dependent upon the efforts of unionized workers. MLB players are covered by the Collective Bargaining Agreement (the “CBA”). MLB has experienced labor difficulties in the past and may have labor issues in the future. Labor difficulties may include players’ strikes or protests or management lockouts.
Our business is dependent upon the efforts of unionized workers. MLB players are covered by the CBA. MLB has experienced labor difficulties in the past and may have labor issues in the future. Labor difficulties may include players’ strikes or protests or management lockouts.
Malone could acquire beneficial ownership of (x) 496,192 additional shares of BATRA or (y) 32,244 additional shares of BATRB (which represents all of the outstanding shares of BATRB that were not owned by Mr.
Malone could acquire beneficial ownership of (x) 346,106 additional shares of BATRA or (y) 322,440 additional shares of BATRB (which represents all of the outstanding shares of BATRB that were not owned by Dr.
A majority of this revenue is reliant on a limited number of broadcasting partners. Solvency and business disruptions impacting our broadcasting partners, as well as any decline in television ratings, carriage disputes, popularity of the Braves specifically, or even MLB as a whole, could adversely affect the revenue that can be derived from the sale of these broadcasting rights.
Solvency and business disruptions impacting our broadcasting partners, as well as any decline in television ratings, carriage disputes, popularity of the Braves specifically, or even MLB as a whole, could adversely affect the revenue that can be derived from the sale of these broadcasting rights. ​ In recent years, certain regional sports networks have experienced financial difficulties.
Maffei, our Chairman and Chief Executive Officer, John C.
McGuirk, our Chairman, President and Chief Executive Officer, Gregory B. Maffei, John C.
Our directors and officers are protected from liability for a broad range of actions. Nevada law has a provision limiting or eliminating the individual liability of both directors and officers unless the articles of incorporation provide for greater liability.
Nevada law has a provision limiting or eliminating the individual liability of both directors and officers unless the articles of incorporation provide for greater liability, which our restated charter does not.
The Braves appeared in 4 out of 17 potential postseason games in 2022 and 4 out of 18 potential postseason games in 2023. Net revenue from postseason play (after reduction for allocable postseason share payments) was approximately $11.3 million and $8.4 million in 2023 and 2022, respectively.
Net revenue from postseason play (after reduction for allocable postseason share payments) was approximately $2.0 million, $11.3 million, and $8.4 million in 2024, 2023 and 2022, respectively.
A weak or uncertain economy as a result of inflation and any recession could adversely affect demand for our products, services and events. A substantial portion of our revenue is derived from discretionary spending by individuals on tickets, including postseason games, concessions, merchandise, suites and premium seat fees, which typically falls during times of economic instability.
A substantial portion of our revenue is derived from discretionary spending by individuals on tickets, including postseason games, concessions, merchandise, suites and premium seat fees, which typically falls during times of economic instability.
Diamond Sports Group, a subsidiary of Sinclair Broadcasting Group which licenses and distributes sports content in various regional markets, including the Braves games (other than nationally televised games) in the Braves home television territory, filed for chapter 11 protection in March 2023.
For example, Diamond Sports Group, a subsidiary of Sinclair Broadcasting Group which licenses and distributes sports content in various regional markets including the Braves games (other than nationally televised games), filed voluntary petitions for relief under Chapter 11 in the United States Bankruptcy Court for the Southern District of Texas.
It may be difficult for a third party to acquire us, even if doing so may be beneficial to our stockholders. Certain provisions of our restated charter and bylaws may discourage, delay or prevent a change in control of us that a stockholder may consider favorable.
Certain provisions of our restated charter and bylaws may discourage, delay or prevent a change in control of us that a stockholder may consider favorable.
Any lessee bankruptcy or insolvency, leasing delay or failure to make rental payments when due could result in material losses to us and could adversely affect our cash flow from operations and our ability to service our indebtedness. Weak or uncertain economic conditions may reduce consumer demand for products, services and events offered by us.
Any lessee bankruptcy or insolvency, leasing delay or failure to make rental payments when due could result in material losses to us and could adversely affect our cash flow from operations and our ability to service our indebtedness, which could also negatively impact the value of our common stock.
The success of the Braves depends largely on their ability to develop, obtain and retain talented players. The success of the Braves depends, in large part, on the ability to develop, obtain and retain talented players. The Braves compete with other MLB baseball teams and teams in other countries for available professional players and top player prospects.
The Braves compete with other MLB baseball teams and teams in other countries for available professional players and top player prospects.
Any actions or publications by stockholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of the shares of our common stock.
Any actions or publications by proxy advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of the shares of our common stock. It may be difficult for a third-party to acquire us, even if doing so may be beneficial to our stockholders.
While we constantly evaluate the security precautions for our events, no security measures can guarantee safety.
The occurrence or threat of these extraordinary events may also impact discretionary consumer spending. While we constantly evaluate the security precautions for our events, no security measures can guarantee safety.
It is unclear whether and to what extent the occurrence or threat of these extraordinary events will impact the use of and/or demand for the entertainment and events provided by Braves Holdings and I-21 Table of Contents demand for sponsorship and advertising assets. The occurrence or threat of these extraordinary events may also impact discretionary consumer spending.
Further, the Mixed-Use Development was affected due to government restrictions in response to COVID-19 on retail and restaurants. It is unclear whether and to what extent the occurrence or threat of these extraordinary events will impact the use of and/or demand for the entertainment and events provided by Braves Holdings and demand for sponsorship and advertising assets.
For example, California has enacted the California Consumer Privacy Act of 2018 (“CCPA”), which, among other things, allows California consumers to request that certain companies disclose the types of personal information collected by such companies. The CCPA became effective on January 1, 2020. The California Attorney General has issued regulations and guidance regarding the law.
Compliance with these laws and regulations may be onerous and expensive and may be inconsistent from jurisdiction to jurisdiction, further increasing the cost of compliance. For example, California has enacted the California Consumer Privacy Act of 2018 (“CCPA”), which, among other things, allows California consumers to request that certain companies disclose the types of personal information collected by such companies.
A director or officer of a Nevada corporation is not liable unless the presumption that such person acted in good faith, on an informed basis and with a view to the interests of the corporation has been rebutted.
A director or officer of a Nevada corporation is not individually liable to us or our stockholders or creditors for acts or omissions as a director or officer, unless: ● the statutory presumption that such director or officer acted in good faith, on an informed basis and with a view to the interests of the corporation has been rebutted; and ● it is proven both that the act or omission constituted a breach of a fiduciary duty as a director or officer and that such breach involved intentional misconduct, fraud or a knowing violation of law.
Accordingly, our ability to increase or maintain revenue and earnings could be adversely affected to the extent that relevant economic environments decline.
Accordingly, our ability to increase or maintain revenue and earnings could be adversely affected to the extent that relevant economic environments decline. Furthermore, during periods of high inflation, our operational costs (including labor costs) I-25 Table of Contents may increase, or our customers’ discretionary income may be adversely impacted.
As of December 31, 2023, amounts payable annually under such contracts aggregated $236.9 million in 2024, $180.0 million in 2025, $160.7 million in 2026, $111.4 million in 2027, $104.9 million in 2028 and $156.3 million, combined, thereafter.
As of December 31, 2024, amounts payable annually under such contracts aggregated to $221.1 million in 2025, $169.2 million in 2026, $120.9 million in 2027, $105.2 million in 2028, $63.1 million in 2029 and $83.2 million, combined, thereafter.
Any of these risks could result in substantial unanticipated delays or expenses associated with the Mixed-Use Development, which could have an adverse effect on our financial condition and suppress the value of our common stock. Additionally, the Mixed-Use Development requires Braves Holdings to comply with various federal, state and local environmental, health, safety and land use laws and regulations.
As a result, we may not be able to fully realize the projected long-term returns and benefits of our real estate development efforts. Any of these risks could result in substantial unanticipated delays or expenses associated with the Mixed-Use Development, which could have an adverse effect on our financial condition and suppress the value of our common stock.
The team’s successes generate significant fan enthusiasm, resulting in sustained ticket, premium seating, concession and merchandise sales, and greater shares of local television and radio audiences during that period. Furthermore, participation in MLB’s postseason provides the franchise with additional revenue and income, primarily derived from games played at the Braves’ home stadium.
Our financial results depend in large part on the ability of the Braves to achieve on-field success. The team’s successes generate significant fan enthusiasm, resulting in sustained ticket, premium seating, concession and merchandise sales, and greater shares of local television and radio audiences during that period.
Factors Relating to Our Business Our business’ financial success depends, in large part, on the Braves achieving on-field success. Our financial results depend in large part on the ability of the Braves to achieve on-field success.
Malone retains his voting rights over non-routine matters, including, but not limited to, the approval of any merger, takeover or other change of control transaction. Factors Relating to Our Business Our business’ financial success depends, in large part, on the Braves achieving on-field success.
While we are currently unable to predict the extent of any of these potential adverse effects in the future, as of December 31, 2023, we do not believe that our operations have been materially impacted by recent inflationary pressures.
We are currently unable to predict the extent of any of these potential adverse effects in the future. Our directors and officers have significant protections from individual liability under Nevada law.
While the pending bankruptcy proceeding of Diamond Sports Group has not previously had a material unfavorable impact on our revenue or results of operations, and although Braves Holdings has received all scheduled payments to date, we cannot currently predict whether such bankruptcy proceeding is reasonably likely to have a material unfavorable impact on our revenue or results of operations in the future.
While Diamond Sports Group completed its financial restructuring and has emerged from bankruptcy effective January 2025 as Main Street Sports Group, and provided all payments to Braves Holdings during bankruptcy, any difficulties in connection with the reemergence from bankruptcy or any other continued financial difficulties may have a material unfavorable impact on our revenue or results from operations in the future.
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Although Liberty Media will continue to provide many of these services for us under the Services Agreement, neither we nor Liberty Media can assure you that the Services Agreement will continue or that these costs will not be material to our business.
Added
Additionally, as we continue to transition away from the services provided under the services agreement as noted below, our cost of performing or procuring these services or comparable replacement services could increase, and historical financial results for periods prior to the Corporate Governance Transition may not necessarily be a reliable indicator of our future results.
Removed
I-12 Table of Contents We may have a significant indemnity obligation to Liberty Media, which is not limited in amount or subject to any cap, if the Split-Off Transactions are treated as a taxable transaction.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAt Braves Holdings, the Senior Vice President (“SVP”) and Head of Technology, together with the Director Cybersecurity and IT Infrastructure, is responsible for day-to-day management and oversight of subsidiary cybersecurity, including assessing, monitoring and mitigating cybersecurity risk. The SVP and Head of Technology provides regular reporting to Braves Holdings executive management and the ISSC.
Biggest changeThe CESC meets at least quarterly and has primary management oversight responsibility for assessing and managing information security, data protection and privacy, and cybersecurity risks. Our SVP and Head of Technology Services, together with the Director Cybersecurity and IT Infrastructure, is responsible for day-to-day management and oversight of our cybersecurity, including assessing, monitoring and mitigating cybersecurity risk.
For additional information on our cybersecurity risks, see “ Data loss or other breaches or disruptions of our information systems and information system security could materially harm our business and results of operations." in Part I, Item 1A of this Annual Report on Form 10-K.
For additional information on our cybersecurity risks, see “ Data loss or other breaches or disruptions of our information systems and information system security could materially harm our business and results of operations." in Part I, Item 1A – “Risk Factors” of this Annual Report on Form 10-K.
The Head of Information Security provides periodic updates to the Compliance Committee on cybersecurity risks and initiatives as well as any cybersecurity events, as applicable. Our management team’s experience includes a diverse background in telecom, financial services and other industries, with decades of experience in various aspects of technology and cybersecurity.
The SVP and Head of Technology Services provides periodic updates to the Compliance Committee on cybersecurity risks and initiatives as well as any cybersecurity events, as applicable. Our management team’s experience includes a diverse background in telecom, financial services and other industries, with decades of experience in various aspects of technology and cybersecurity.
These measures include risk assessments, incident detection and response, vulnerability management, disaster recovery and business continuity plans, internal controls within our IT, security and other departments, encryption of data, network security controls, access controls, physical security, asset management, system monitoring, vendor risk management program, employee cybersecurity I-27 Table of Contents awareness and training, phishing tests, and penetration testing.
These measures include risk assessments, incident detection and response, vulnerability management, disaster recovery and business continuity plans, internal controls within our IT, security and other departments, encryption of data, network security controls, access controls, physical security, asset management, system monitoring, vendor risk management program, employee cybersecurity awareness and training, phishing tests, and penetration testing.
Governance Role of the Board of Directors Our board of directors has overall responsibility for risk oversight and has delegated to the Audit Committee primary enterprise risk oversight responsibility, including privacy and cybersecurity risk exposures, policies and practices, the steps management takes to detect, monitor and mitigate such risks and the potential impact of those exposures on our business, financial results, operations and reputation.
I-27 Table of Contents Governance Role of the Board of Directors Our board of directors has overall responsibility for risk oversight and has delegated to the Audit Committee primary enterprise risk oversight responsibility, including privacy and cybersecurity risk exposures, policies and practices, the steps management takes to detect, monitor and mitigate such risks and the potential impact of those exposures on our business, financial results, operations and reputation.
The Audit Committee receives quarterly updates on the enterprise risk management program, including cybersecurity risks and the initiatives undertaken to identify, assess and mitigate such risks. This cybersecurity reporting may include threat and incident reporting, vulnerability detection reporting, risk mitigation metrics, systems and security operations updates, employee education initiatives, and internal audit observations, if applicable.
The Audit Committee receives quarterly updates on the enterprise risk management program the CESC (as defined below) including cybersecurity risks and the initiatives undertaken to identify, assess and mitigate such risks. This cybersecurity reporting may include threat and incident reporting, vulnerability detection reporting, risk mitigation metrics, systems and security operations updates, employee education initiatives, and internal audit observations, if applicable.
The Compliance Committee is composed of members of Liberty’s ISSC as well as the Braves Holdings executive leadership team, including the President and Chief Executive Officers of the Baseball and Development divisions, Chief Financial Officer and Chief Legal Officer.
The Compliance Committee is composed of members of the CESC as well as the Braves Holdings executive leadership team, including the President and Chief Executive Officers of the Baseball and Development divisions, Chief Financial Officer and Chief Legal Officer.
Braves Holdings’ SVP and Head of Technology has more than 20 years of leadership experience, including delivering technology solutions and designing and building new business strategies and Braves Holdings’ Director Cybersecurity and IT Infrastructure has more than 20 years of cybersecurity and information technology experience and is a Certified Information System Security Professional.
Our SVP and Head of Technology Services has more than 30 years of leadership experience, including delivering technology solutions and designing and building new business strategies in regulated businesses and our Director Cybersecurity and IT Infrastructure has more than 20 years of cybersecurity and information technology experience and is a Certified Information System Security Professional.
Braves Holdings operates its own cybersecurity function with oversight from Atlanta Braves Holdings. We are committed to protecting the security and integrity of our systems, networks, databases and applications and, as a result, have implemented processes designed to prevent, assess, identify, and manage material risks associated with cybersecurity threats .
Accordingly, we have committed to protecting the security and integrity of our systems, networks, databases and applications and, as a result, have implemented processes designed to prevent, assess, identify, and manage material risks associated with cybersecurity threats .
Cybersecurity awareness training is also made available annually to our board of directors. In the event of a potential cybersecurity incident, or a series of related cybersecurity incidents, we have cybersecurity incident response frameworks in place at the corporate level and at Braves Holdings.
In the event of a potential cybersecurity incident, or a series of related cybersecurity incidents, we have cybersecurity incident response frameworks in place to respond in a timely and appropriate manner.
The Security Executive Steering Committee meets at least quarterly and has primary management oversight responsibility for assessing and managing information security, data protection and privacy, and cybersecurity risks. Atlanta Braves Holdings and Braves Holdings have also established a Compliance Committee responsible for overseeing and monitoring all corporate compliance initiatives at Braves Holdings, including cybersecurity.
The SVP and Head of Technology Services provides regular reporting to Braves Holdings executive management, the CESC and the Audit Committee. A Compliance Committee has also been established and is responsible for overseeing and monitoring all corporate compliance initiatives at Braves Holdings, including cybersecurity.
Role of Management Through our services agreement with Liberty discussed in Item 1 of this Annual Report on Form 10-K, we have established a cross functional Information Security Steering Committee (“ISSC”) with executives from our Legal, Accounting, Internal Audit and Risk Management, Cybersecurity and Facilities departments.
Role of Management We have established a cross functional Cybersecurity Executive Steering Committee (“CESC”) led by our Senior Vice President (“SVP”) and Head of Technology Services, Chief Legal Officer, Chief Financial Officer and other executives from our Legal, Accounting, Cybersecurity and Facilities departments.
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Item 1C. Cybersecurity Risk Management and Strategy Atlanta Braves Holdings’ corporate level information technology (“IT”) and cybersecurity functions are provided by Liberty as part of the services agreement described in Item 1. Business. Through the services agreement, we participate in Liberty’s processes for assessing, identifying, and managing risks from cybersecurity threats at the corporate level, as detailed below.
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Item 1C. Cybersecurity Risk Management and Strategy Due to the utilization of technology, Atlanta Braves Holdings is subject to material risks from cybersecurity threats.
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The ISSC has management oversight responsibility for assessing and managing technology and operational risk, including information security, fraud, vendor, data protection and privacy, business continuity and resilience, and cybersecurity risks at the corporate level and at Braves Holdings.
Removed
Braves Holdings has also established a Security Executive I-28 Table of Contents Steering Committee, which is composed of a cross functional group of executive management and technical team members, including the Chief Financial Officer, Chief Legal Officer, Baseball Assistant General Manager, Vice President Security, SVP and Head of Technology, and Director Cybersecurity and IT Infrastructure.
Removed
Liberty’s Head of Cybersecurity has more than 25 years of cybersecurity and information technology experience and holds Certified Information Security Manager and Certified in Risk and Information System Control certifications.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeBusiness—Braves Holdings— Braves Facilities” and “Item 1. Business—Braves Holdings—Mixed-Use Development.” Item 3. Legal Proceedings Refer to note 13 in the accompanying notes to the consolidated financial statements for information on our legal proceedings. Item 4. Mine Safety Disclosures Not applicable. ​ ​ ​ I-29 Table of Contents PART II.
Biggest changeFor further description of the property used and operated in connection with the Mixed-Use Development segment, inclusive of the land under development adjacent to CoolToday Park, see “Item 1. Business—The Battery Atlanta.” Item 3. Legal Proceedings Refer to note 13 in the accompanying notes to the consolidated financial statements for information on our legal proceedings. Item 4.
Item 2. Properties Atlanta Braves Holdings, Inc. In connection with the Split-Off, a wholly-owned subsidiary of Liberty entered into a facilities sharing agreement with Atlanta Braves Holdings, pursuant to which Atlanta Braves Holdings shares office facilities with Liberty located at 12300 Liberty Boulevard, Englewood, Colorado, 80112. Braves Holdings, LLC For a description of Braves Holdings’ property, see “Item 1.
Item 2. Properties Prior to the Corporate Governance Transition and in connection with the Split-Off, a wholly-owned subsidiary of Liberty entered into a facilities sharing agreement with Atlanta Braves Holdings, pursuant to which Atlanta Braves Holdings shared principal office facilities with Liberty located at 12300 Liberty Boulevard, Englewood, Colorado, 80112.
Added
Subsequent to the Corporate Governance Transition, Atlanta Braves Holdings principal office facilities have been relocated to 755 Battery I-28 Table of Contents Avenue SE, Atlanta, Georgia, 30339. The principal office facilities are located within Truist Park, which is leased from Cobb County, Cobb-Marietta Coliseum and Exhibit Hall Authority.
Added
Baseball For a description of property used and operated in connection with the Baseball segment, see “Item 1.
Added
Business— Braves Facilities” Mixed-Use Development The Battery Atlanta is situated on 82 acres of land in Cobb County, Georgia, including the 16 acres that Truist Park resides on, and has been developed into 1.5 million square-feet of leasable area, not including 0.5 million square-feet associated with apartment residences sold in 2018.
Added
Mine Safety Disclosures Not applicable. ​ ​ ​ I-29 Table of Contents PART II.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeSuch over-the-counter market quotations reflect inter-dealer prices without retail mark-ups, mark-downs or commissions, and may not necessarily represent actual transactions. ​ ​ ​ ​ ​ ​ ​ ​ ​ Atlanta Braves Holdings, Inc. ​ ​ ​ Series B (BATRB) ​ ​ ​ High Low 2023 ​ ​ ​ ​ ​ ​ Third quarter (after July 18, 2023) ​ $ 63.00 ​ 59.00 ​ Fourth quarter ​ $ 51.50 ​ 45.00 ​ Holders As of January 31, 2024, there were 4,495, 27 and 712 record holders of our Series A, Series B and Series C common stock, respectively.
Biggest changeSuch over-the-counter market quotations reflect inter-dealer prices without retail mark-ups, mark-downs or commissions, and may not necessarily represent actual transactions. ​ ​ ​ ​ ​ ​ ​ ​ ​ Atlanta Braves Holdings, Inc. ​ ​ ​ Series B (BATRB) ​ ​ ​ High Low 2023 ​ ​ ​ ​ ​ ​ Third quarter (after July 18, 2023) ​ $ 63.00 ​ 59.00 ​ Fourth quarter ​ $ 51.50 ​ 45.00 ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ ​ ​ ​ ​ ​ First quarter ​ $ 50.25 ​ 42.00 ​ Second quarter ​ $ 50.25 ​ 46.25 ​ Third quarter ​ $ 59.99 ​ 42.51 ​ Fourth quarter ​ $ 53.00 ​ 51.25 ​ Holders As of January 31, 2025, there were 5,051, 26 and 667 record holders of our Series A, Series B and Series C common stock, respectively.
Payment of cash dividends, if any, in the future will be determined by our board of directors in light of our earnings, financial condition and other relevant considerations. Securities Authorized for Issuance Under Equity Compensation Plans Information required by this item is incorporated by reference to our definitive proxy statement for our 2024 Annual Meeting of Stockholders.
Payment of cash dividends, if any, in the future will be determined by our board of directors in light of our earnings, financial condition and other relevant considerations. Securities Authorized for Issuance Under Equity Compensation Plans Information required by this item is incorporated by reference to our definitive proxy statement for our 2025 Annual Meeting of Stockholders.
The foregoing numbers of record holders do not include the number of stockholders whose shares are held nominally by banks, brokerage houses or other institutions, but include each such institution as one shareholder. Dividends We have not paid any cash dividends on our common stock, and we have no present intention of so doing.
The foregoing numbers of record holders do not include the number of stockholders whose shares are held nominally by banks, brokerage houses or other institutions, but include each such institution as one stockholder. Dividends We have not paid any cash dividends on our common stock, and we have no present intention of so doing.
Purchases of Equity Securities by the Issuer There were no repurchases of our common stock during the three months ended December 31, 2023.
Purchases of Equity Securities by the Issuer There were no repurchases of our common stock during the three months ended December 31, 2024.
The following table sets forth the range of high and low sales prices of our Series B common stock for the periods they were outstanding during the year ended December 31, 2023. There is no established public trading market for our Series B common stock, which is quoted on the OTC Markets.
The following table sets forth the range of high and low sale prices of our Series B common stock for the periods they were outstanding during the year ended December 31, 2024. There is no established public trading market for our Series B common stock, which is quoted on the OTC Markets.
During the three months ended December 31, 2023, 24 shares of Atlanta Braves Holdings Series A common stock, zero shares of Series B common stock and 46 shares of Series C common stock were surrendered by our officers and employees to pay withholding taxes and other deductions in connection with the vesting or exercise of restricted stock.
During the three months ended December 31, 2024, zero shares of Atlanta Braves Holdings Series A, Series B or Series C common stock were surrendered by our officers and employees to pay withholding taxes and other deductions in connection with the vesting or exercise of restricted stock. II-1 Table of Contents Item 6. [Reserved]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe “corporate and other” category consists of those assets that do not qualify as a separate reportable segment. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ 2023 2022 ​ ​ dollar amounts in thousands Baseball revenue ​ $ 581,671 534,984 ​ Mixed-Use Development revenue ​ 58,996 53,577 ​ Total revenue ​ 640,667 588,561 ​ Operating costs and expenses: ​ ​ Baseball operating costs ​ (482,391) (427,832) ​ Mixed-Use Development costs ​ (8,834) (8,674) ​ Selling, general and administrative, excluding stock-based compensation ​ ​ (111,117) ​ (93,279) ​ Stock-based compensation ​ ​ (13,221) ​ (12,233) ​ Impairment of long-lived assets and other related costs ​ ​ (564) ​ (5,427) ​ Depreciation and amortization ​ (70,980) (71,697) ​ Operating income (loss) ​ (46,440) (30,581) ​ Other income (expense): ​ ​ Interest expense ​ (37,673) (29,582) ​ Share of earnings (losses) of affiliates, net ​ 26,985 28,927 ​ Realized and unrealized gains (losses) on intergroup interests, net ​ ​ (83,178) ​ (35,154) ​ Realized and unrealized gains (losses) on financial instruments, net ​ 2,343 13,067 ​ Gains (losses) on dispositions, net ​ ​ 2,309 ​ 20,132 ​ Other, net ​ 6,496 1,674 ​ Earnings (loss) before income taxes ​ (129,158) (31,517) ​ Income tax benefit (expense) ​ 3,864 (2,655) ​ Net earnings (loss) ​ $ (125,294) (34,172) ​ ​ ​ ​ ​ ​ ​ ​ Adjusted OIBDA ​ $ 38,325 ​ 58,776 ​ ​ ​ ​ ​ ​ ​ ​ Regular season home games ​ ​ 81 ​ 81 ​ Postseason home games ​ ​ 2 ​ 2 ​ Average number of attendees per regular season home game ​ ​ 32,542 ​ 31,725 ​ ​ Baseball revenue.
Biggest change“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 28, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2024 2023 ​ ​ ​ dollar amounts in thousands Baseball revenue ​ $ 595,430 581,671 ​ Mixed-Use Development revenue ​ 67,318 58,996 ​ Total revenue ​ 662,748 640,667 ​ Operating costs and expenses: ​ ​ Baseball operating costs ​ (504,146) (482,391) ​ Mixed-Use Development costs ​ (9,762) (8,834) ​ Selling, general and administrative, excluding stock-based compensation ​ ​ (109,157) ​ (111,681) ​ Stock-based compensation ​ ​ (16,519) ​ (13,221) ​ Impairment of long-lived assets and other related costs, net of insurance recoveries ​ ​ — ​ — ​ Depreciation and amortization ​ (62,829) (70,980) ​ Operating income (loss) ​ (39,665) (46,440) ​ Other income (expense): ​ ​ Interest expense ​ (38,789) (37,673) ​ Share of earnings (losses) of affiliates, net ​ 30,460 26,985 ​ Realized and unrealized gains (losses) on intergroup interests, net ​ ​ — ​ (83,178) ​ Realized and unrealized gains (losses) on financial instruments, net ​ 3,424 2,343 ​ Gains (losses) on dispositions, net ​ ​ — ​ 2,309 ​ Other, net ​ 8,629 6,496 ​ Earnings (loss) before income taxes ​ (35,941) (129,158) ​ Income tax benefit (expense) ​ 4,673 3,864 ​ Net earnings (loss) ​ $ (31,268) (125,294) ​ ​ ​ ​ ​ ​ ​ ​ Adjusted OIBDA (1) ​ $ 39,683 ​ 37,761 ​ ​ ​ ​ ​ ​ ​ ​ Regular season home games ​ ​ 81 ​ 81 ​ Postseason home games ​ ​ — ​ 2 ​ Average number of attendees per regular season home game ​ ​ 28,469 ​ 32,542 ​ (1) Adjusted OIBDA is a non-GAAP financial measure.
The Mixed-Use Development segment includes retail, office, hotel and entertainment operations within The Battery Atlanta. The Battery Atlanta derives revenue primarily from office and retail rental income (including overage rent and tenant reimbursements) and, to a lesser extent, parking and advertising sponsorships throughout the year.
The Mixed-Use Development segment includes retail, office, hotel and entertainment operations primarily within The Battery Atlanta. The Battery Atlanta derives revenue primarily from office and retail rental income (including overage rent and tenant reimbursements) and, to a lesser extent, parking and advertising sponsorships throughout the year.
The Mixed-Use Development derives revenue primarily from office and retail rental income (including overage rent and tenant reimbursements) and, to a lesser extent, parking and advertising sponsorships throughout the year. Strategies and Challenges Executive Summary The financial results of Atlanta Braves Holdings depend in large part on the ability of the Braves to achieve on-field success.
The Mixed-Use Development segment derives revenue primarily from office and retail rental income (including overage rent and tenant reimbursements) and, to a lesser extent, parking and advertising sponsorships throughout the year. Strategies and Challenges Executive Summary The financial results of Atlanta Braves Holdings depend in large part on the ability of the Braves to achieve on-field success.
To provide investors with additional information regarding the Company’s financial results, we also disclose Adjusted OIBDA, which is a non-GAAP financial measure. We define Adjusted OIBDA as defined as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring, acquisition and impairment charges.
To provide investors with additional information regarding the Company’s financial results, we also disclose Adjusted OIBDA, which is a non-GAAP financial measure. We define Adjusted OIBDA as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, restructuring, acquisition and impairment charges.
Management of Braves Holdings focuses on making operational and business decisions that enhance the on-field performance of the Braves and this may sometimes require implementing strategies and making investments that may negatively impact short-term profitability for the sake of immediate on-field success.
Management focuses on making operational and business decisions that enhance the on-field performance of the Braves and this may sometimes require implementing strategies and making investments that may negatively impact short-term profitability for the sake of immediate on-field success.
Ticket sales, concessions, broadcasting rights and advertising sponsorship sales are the baseball segment’s primary revenue drivers. The mixed-use development segment includes retail, office, hotel and entertainment operations within The Battery Atlanta (the “Mixed-Use Development”).
Ticket sales, concessions, broadcasting rights and advertising sponsorship sales are the Baseball segment’s primary revenue drivers. The Mixed-Use Development segment includes retail, office, hotel and entertainment operations primarily within The Battery Atlanta (the “Mixed-Use Development”).
While Atlanta Braves Holdings is currently unable to predict the extent of any of these potential adverse effects as of December 31, 2023, Atlanta Braves Holdings does not believe that its operations have been materially impacted by recent inflationary pressures. II-3 Table of Contents Results of Operations – Consolidated General.
While Atlanta Braves Holdings is currently unable to predict the extent of any of these potential adverse effects as of December 31, 2024, Atlanta Braves Holdings does not believe that its operations have been materially impacted by recent inflationary pressures. II-3 Table of Contents Results of Operations – Consolidated General.
During the year ended December 31, 2023, the Company’s primary uses of cash were capital expenditures, working capital requirements and debt service, funded primarily by cash from operations, distributions from equity method affiliates and new borrowings on construction loans.
During the years ended December 31, 2024 and 2023, the Company’s primary uses of cash were capital expenditures, working capital requirements and debt service, funded primarily by cash from operations, distributions from equity method affiliates and new borrowings on construction loans.
The availability under the TeamCo Revolver as of December 31, 2023 was $150 million. See note 6 to the accompanying consolidated financial statements for a description of all indebtedness obligations.
The availability under the TeamCo Revolver as of December 31, 2024 was $150.0 million. See note 6 to the accompanying consolidated financial statements for a description of all indebtedness obligations.
Baseball Adjusted OIBDA decreased $12.0 million during the year ended December 31, 2023 as compared to the prior year, primarily due to the fluctuations in baseball revenue and operating costs, as described above.
Baseball Adjusted OIBDA decreased $14.0 million during the year ended December 31, 2024 as compared to the prior year, primarily due to the fluctuations in baseball revenue and operating costs, as described above.
Mixed-Use Development revenue is derived from the mixed-use facilities and primarily includes rental income and to a lesser extent, parking revenue and sponsorships. For the year ended December 31, 2023, Mixed-Use Development revenue increased $5.4 million, as compared to the prior year, primarily due to a $3.4 million increase in rental income and a $1.0 million increase in sponsorship revenue.
Mixed-Use Development revenue is derived from the mixed-use facilities and primarily includes rental income and to a lesser extent, parking revenue and sponsorships. For the year ended December 31, 2024, Mixed-Use Development revenue increased $8.3 million, as compared to the prior year, primarily due to a $5.0 million increase in rental income and a $3.0 million increase in parking revenue.
Major League Baseball Trust then uses the proceeds of such borrowings to provide loans to the club trusts of the participating Clubs, including the Braves Club Trust (the “Club Trust”). The maximum amount available to the Club Trust under the LWCF was $125 million as of December 31, 2023.
Major League Baseball Trust then uses the proceeds of such borrowings to provide loans to the club trusts of the participating Clubs, including the Braves Club Trust (the “Club Trust”). The maximum amount available to the Club Trust under the LWCF was $125.0 million as of December 31, 2024 which remains undrawn.
(3) The Braves have entered into long-term employment contracts with certain of their players (current and former), coaches and executives. Amounts due under such contracts as of December 31, 2023 aggregated $950.2 million. In addition, certain players, coaches and executives may earn incentive compensation under the terms of their employment contracts.
(3) The Braves have entered into long-term employment contracts with certain of their players (current and former), coaches and employees. Amounts due under such contracts as of December 31, 2024 aggregated $762.7 million. In addition, certain players, coaches and executives may earn incentive compensation under the terms of their employment contracts.
If the carrying value of Atlanta Braves Holdings’ long-lived assets exceeds their estimated fair value, Atlanta Braves Holdings is II-9 Table of Contents required to write the carrying value down to fair value. Any such writedown is included in impairment of long-lived assets in the consolidated statement of operations.
If the carrying value of Atlanta Braves Holdings’ long-lived assets exceeds their estimated fair value, Atlanta Braves Holdings is required to write the carrying value down to fair value. Any such writedown is included in impairment of long-lived assets in the consolidated statement of operations. Judgment is required to estimate the fair value of Atlanta Braves Holdings’ long-lived assets.
Mixed-Use Development Adjusted OIBDA increased $4.1 million during the year ended December 31, 2023 as compared to the prior year, primarily due to the increase in Mixed-Use Development revenue and costs, as described above.
Mixed-Use Development Adjusted OIBDA increased $5.9 million during the year ended December 31, 2024 as compared to the prior year, primarily due to the increase in Mixed-Use Development revenue and costs, as described above.
(2) Amounts (i) are based on the Company’s outstanding debt at December 31, 2023, (ii) assume the interest rates on the Company’s variable rate debt remain constant at the December 31, 2023 rates and (iii) assume that its existing debt is repaid at maturity.
(2) Amounts (i) are based on the Company’s outstanding debt at December 31, 2024, (ii) assume the interest rates on the Company’s variable rate debt remain constant at the December 31, 2024 rates, (iii) include any impacts of outstanding interest rate swaps and (iv) assume that its existing debt is repaid at maturity.
Interest expense increased $8.1 million during the year ended December 31, 2023 as compared to the prior year, primarily due to increased interest rates on the Company’s variable rate debt. II-6 Table of Contents Share of earnings (losses) of affiliates.
Interest expense increased $1.1 million during the year ended December 31, 2024 as compared to the prior year, primarily due to increased interest rates on the Company’s variable rate debt and an increase in outstanding debt. II-6 Table of Contents Share of earnings (losses) of affiliates, net.
Earnings (losses) before income taxes and income tax (expense) benefit are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ 2023 2022 ​ ​ ​ amounts in thousands ​ Earnings (loss) before income taxes ​ $ (129,158) (31,517) ​ Income tax (expense) benefit ​ 3,864 (2,655) ​ ​ During the year ended December 31, 2023, the Company recognized a tax benefit less than the expected federal tax rate of 21% due primarily to intergroup interest losses that are not deductible for tax purposes.
Earnings (losses) before income taxes and income tax (expense) benefit are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2024 2023 ​ ​ ​ amounts in thousands ​ Earnings (loss) before income taxes ​ $ (35,941) (129,158) ​ Income tax benefit (expense) ​ 4,673 3,864 ​ ​ During the year ended December 31, 2024, the Company recognized a tax benefit less than the expected federal tax rate of 21% due primarily to executive compensation that is not deductible for tax purposes.
Increases in rental income for the year ended December 31, 2023, were primarily driven by a $2.4 million increase in tenant recoveries and $1.8 million increase primarily related to new lease agreements, partially offset by a reduction in overage rent. Baseball operating costs. Baseball operating costs primarily include costs associated with baseball and stadium operations.
Increases in rental income for the year ended December 31, 2024, were primarily driven by $3.2 million in various new lease commencements and a $2.2 million increase in tenant recoveries, partially offset by a reduction in overage rent. Baseball operating costs. Baseball operating costs primarily include costs associated with baseball and stadium operations.
The following table presents Atlanta Braves Holdings’ share of earnings (losses) of affiliates: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2023 2022 ​ ​ amounts in thousands MLB Advanced Media, L.P. ​ $ 19,747 24,386 ​ Baseball Endowment, L.P. ​ 2,114 (1,928) ​ Other ​ 5,124 6,469 ​ Total ​ $ 26,985 28,927 ​ Realized and unrealized gains (losses) on intergroup interests, net.
The following table presents Atlanta Braves Holdings’ share of earnings (losses) of affiliates, net: ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2024 2023 ​ ​ amounts in thousands MLB Advanced Media, L.P. ​ $ 20,015 19,747 ​ Baseball Endowment, L.P. ​ 5,147 2,114 ​ Other ​ 5,298 5,124 ​ Total ​ $ 30,460 26,985 ​ Realized and unrealized gains (losses) on intergroup interests, net.
Corporate and Other Adjusted OIBDA loss increased $12.5 million during the year ended December 31, 2023 as compared to the prior year, primarily due to increases in costs related to the Split-Off. Interest Expense.
Corporate and Other Adjusted OIBDA loss decreased $10.0 million during the year ended December 31, 2024 as compared to the prior year, primarily due to decreases in costs related to the Split-Off. Interest Expense.
Provided in the tables below is information regarding the historical Consolidated Operating Results and Other Income and Expense of Atlanta Braves Holdings, as well as information regarding the contribution to those items from our reportable segments.
Provided in the tables below is information regarding the historical Consolidated Operating Results and Other Income and Expense of Atlanta Braves Holdings, as well as information regarding the contribution to those items from our reportable segments. The “corporate and other” category consists of those assets that do not qualify as a separate reportable segment.
The Company performs its annual assessment of the recoverability of its indefinite-lived intangible assets in the fourth quarter each year, or more frequently if events and circumstances indicate impairment may have occurred.
The Company’s goodwill and franchise rights are both entirely allocated to the Baseball reportable segment. The Company performs its annual assessment of the recoverability of its indefinite-lived intangible assets in the fourth quarter each year, or more frequently if events and circumstances indicate impairment may have occurred.
Liquidity and Capital Resources As of December 31, 2023, the Company had $125.1 million of cash and cash equivalents. Substantially all of its cash and cash equivalents are invested in U.S. Treasury securities, other government securities or government guaranteed funds, AAA rated money market funds and other highly rated financial and corporate debt instruments.
Substantially all of its cash and cash equivalents are invested in U.S. Treasury securities, other government securities or government guaranteed funds, AAA rated money market funds and other highly rated financial and corporate debt instruments.
Retail and licensing revenue increased $3.7 million during the year ended December 31, 2023, as compared to the prior year, due to increased attendance at regular season home games and demand for City Connect and other apparel, partially offset by a reduction in demand for World Series Champions apparel.
Retail and licensing revenue decreased $3.8 million during the year ended December 31, 2024, as compared to the prior year, due to a reduction in local revenue due to the decrease in regular season home game attendance and demand for City Connect and other apparel, partially offset by higher league-wide revenue.
II-7 Table of Contents Net earnings (loss). The Company had net losses of $125.3 million and $34.2 million for the years ended December 31, 2023 and 2022, respectively. The change in net earnings (loss) was the result of the fluctuations in Atlanta Braves Holdings’ revenue, expenses and other gains and losses, as described above.
The change in net earnings (loss) was the result of the fluctuations in Atlanta Braves Holdings’ revenue, expenses and other gains and losses, as described above. II-7 Table of Contents Liquidity and Capital Resources As of December 31, 2024, the Company had $110.1 million of cash and cash equivalents.
Borrowings II-8 Table of Contents outstanding under the MLB facility fund – revolver bore interest at a variable rate of 6.73% per annum as of December 31, 2023. TeamCo Revolver A subsidiary of Braves Holdings is party to a Revolving Credit Agreement (the “TeamCo Revolver”), which provides revolving commitments of $150 million and matures in August 2029.
The maximum amount available to Braves Facility Fund LLC under the MLB facility fund – revolver was $39.1 million as of December 31, 2024 and was fully drawn as of December 31, 2024. ​ ​ II-8 Table of Contents TeamCo Revolver A subsidiary of Braves Holdings is party to a Revolving Credit Agreement (the “TeamCo Revolver”), which provides revolving commitments of $150.0 million and matures in August 2029.
The following table provides a reconciliation of Operating income (loss) to Adjusted OIBDA: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ 2023 2022 ​ ​ ​ amounts in thousands ​ Operating income (loss) ​ $ (46,440) (30,581) ​ Impairment of long-lived assets and other related costs ​ ​ 564 ​ 5,427 ​ Stock-based compensation ​ ​ 13,221 12,233 ​ Depreciation and amortization ​ ​ 70,980 71,697 ​ Adjusted OIBDA ​ $ 38,325 58,776 ​ ​ Adjusted OIBDA is summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ 2023 ​ 2022 ​ ​ ​ amounts in thousands ​ Baseball ​ $ 21,225 33,259 ​ Mixed-Use Development ​ ​ 39,499 35,433 ​ Corporate and Other ​ ​ (22,399) (9,916) ​ Total ​ $ 38,325 58,776 ​ ​ Consolidated Adjusted OIBDA decreased $20.5 million during the year ended December 31, 2023 as compared to the prior year.
The following table provides a reconciliation of Operating income (loss) to Adjusted OIBDA: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 ​ ​ ​ amounts in thousands ​ Operating income (loss) ​ $ (39,665) (46,440) ​ Impairment of long-lived assets and other related costs, net of insurance recoveries ​ ​ — ​ — ​ Stock-based compensation ​ ​ 16,519 13,221 ​ Depreciation and amortization ​ ​ 62,829 70,980 ​ Adjusted OIBDA $ 39,683 37,761 ​ ​ Adjusted OIBDA is summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 ​ ​ ​ amounts in thousands ​ Baseball ​ $ 6,625 20,661 ​ Mixed-Use Development ​ ​ 45,448 39,499 ​ Corporate and Other ​ ​ (12,390) (22,399) ​ Total ​ $ 39,683 37,761 ​ ​ Consolidated Adjusted OIBDA increased $1.9 million during the year ended December 31, 2024 as compared to the prior year.
The slight decrease was due to various assets becoming fully depreciated. II-5 Table of Contents Operating income (loss). Operating loss increased $15.9 million during the year ended December 31, 2023, as compared to the prior year, due to the above explanations. Adjusted OIBDA.
Depreciation and amortization decreased $8.2 million for the year ended December 31, 2024, as compared to the prior year, primarily due to various assets becoming fully depreciated. II-5 Table of Contents Operating income (loss). Operating loss decreased $6.8 million during the year ended December 31, 2024, as compared to the prior year, due to the above explanations. Non-GAAP Adjusted OIBDA.
For the year ended December 31, 2023, baseball operating expenses increased $54.6 million, as compared to the prior year, primarily due to a $32.9 million increase in major league player salaries, $3.7 million increase under MLB’s revenue sharing plan and other shared expenses, $4.4 million increase in minor league team and player expenses, $3.2 million increase in variable concession and retail operating costs, $3.2 million increase in major league team expenses and $2.8 million of increased spring training related expenses (facility and game day operations, travel, and other variable expenses) due to the impact of additional games in 2023.
For the year ended December 31, 2024, baseball operating expenses increased $21.8 million, as compared to the prior year, primarily due to a $16.7 million increase under MLB’s revenue sharing plan and other shared expenses, a $6.3 million increase in minor league team and player expenses, and a $3.2 million increase in major league player salaries, partially offset by $3.0 million decrease in variable concession and retail operating expenses, due to reduced attendance at regular season home games during 2024.
Other revenue, a component of baseball revenue, decreased $4.9 million during the year ended December 31, 2023, as compared to the prior year, primarily due to fewer concerts at the Stadium and a reduction in World Series trophy tour revenue, partially offset by a $3.9 million increase in spring training related revenue (ticket sales, concession revenue and other gameday related revenue), driven by a six game increase in spring training home games, and revenue from additional special events at Truist Park.
Other revenue, a component of baseball revenue, increased $3.9 million during the year ended December 31, 2024, as compared to the prior year, primarily due to an increase in spring training related revenue (ticket sales, concession revenue and other gameday related revenue), driven by increased attendance at spring training home games. Mixed-Use Development revenue.
Selling, general and administrative expense increased $17.8 million for the year ended December 31, 2023, as compared to the prior year, primarily driven by increased personnel and professional service costs, primarily driven by costs related to the Split-Off. Stock-based compensation. For the year ended December 31, 2023, stock-based compensation was relatively flat as compared to the prior year.
Selling, general and administrative expense decreased $2.5 million for the year ended December 31, 2024, as compared to the prior year, primarily due to reduced transaction costs related to the Split-Off, partially offset by increased personnel costs as well as insurance, information technology and professional fees. Stock-based compensation.
Baseball event revenue also increased for the year ended December 31, 2023 due to new advertising sponsorship agreements and contractual rate increases. Broadcasting revenue increased $6.8 million during the year ended December 31, 2023, as compared to the prior year, primarily due to contractual rate increases.
Broadcasting revenue increased $5.2 million during the year ended December 31, 2024, as compared to the prior year, primarily due to contractual rate increases.
The commitment termination date, which is the repayment date for all amounts borrowed under the MLB facility fund – revolver, is July 10, 2026. The maximum amount available to Braves Facility Fund LLC under the MLB facility fund – revolver was $41.4 million as of December 31, 2023.
The commitment termination date, which is the repayment date for all amounts borrowed under the MLB facility fund – revolver, is July 10, 2026.
Mixed-Use Development costs. Mixed-Use Development costs primarily include costs associated with maintaining and operating the mixed-use facilities. During the year ended December 31, 2023, Mixed-Use Development costs were relatively flat as compared to the prior year. Selling, general and administrative, excluding stock-based compensation. Selling, general and administrative expense includes costs of marketing, advertising, finance and related personnel costs.
Mixed-Use Development costs. Mixed-Use Development costs primarily include costs associated with maintaining and operating the mixed-use facilities. During the year ended December 31, 2024, Mixed-Use Development costs increased $0.9 million, as compared to the prior year, due to security and parking expenses and other various operating increases. Selling, general and administrative, excluding stock-based compensation.
Other, net income increased $4.8 million during the year ended December 31, 2023, as compared to the prior year, primarily due to increased net periodic pension benefits, as well as increased interest and dividend income. Income taxes.
During the year ended December 31, 2023, the Company recognized a gain on the disposition of a non-financial asset. Other, net. Other, net income increased $2.1 million during the year ended December 31, 2024, as compared to the prior year, primarily due to increased interest and dividend income. Income taxes.
The following table disaggregates baseball revenue by source: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ 2023 2022 ​ ​ ​ amounts in thousands ​ Baseball event ​ $ 339,485 ​ 298,364 ​ Broadcasting ​ 160,944 ​ 154,185 ​ Retail and licensing ​ 51,533 ​ 47,792 ​ Other ​ 29,709 ​ 34,643 ​ Total Baseball ​ $ 581,671 ​ 534,984 ​ II-4 Table of Contents Baseball revenue increased $46.7 million during the year ended December 31, 2023, as compared to the prior year, due to increased ticket demand and attendance at regular season home games.
The following table disaggregates baseball revenue by source: ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2024 2023 ​ ​ ​ amounts in thousands ​ Baseball event $ 347,925 ​ 339,485 ​ Broadcasting 166,094 ​ 160,944 ​ Retail and licensing 47,754 ​ 51,533 ​ Other 33,657 ​ 29,709 ​ Total Baseball $ 595,430 ​ 581,671 ​ Baseball revenue increased $13.8 million during the year ended December 31, 2024, as compared to the prior year, due to new sponsorship agreements and contractual rate increases on season tickets and existing sponsorship contracts, partially offset by reduced attendance at regular season home games and a reduction in ticket sales and concession revenue due to fewer postseason games in 2024.
During the year ended December 31, 2022, the Company recognized tax expense instead of a tax benefit at the expected federal tax rate of 21% primarily due to intergroup interest losses that are not deductible for tax purposes and the reduction of goodwill as a result of the sale of the Professional Development League clubs that is also not deductible for tax purposes.
During the year ended December 31, 2023, the Company recognized a tax benefit less than the expected federal tax rate of 21% due primarily to intergroup interest losses that are not deductible for tax purposes. Net earnings (loss). The Company had net losses of $31.3 million and $125.3 million for the years ended December 31, 2024 and 2023, respectively.
Atlanta Braves Holdings may need to make estimates of future cash flows and discount rates as well as other assumptions in order to implement these valuation techniques. Due to the judgment involved in Atlanta Braves Holdings’ estimation techniques, any value ultimately derived from Atlanta Braves Holdings’ long-lived assets may differ from its estimate of fair value.
Atlanta Braves Holdings may use quoted market prices, prices for similar assets, present value techniques and other valuation techniques to prepare these estimates. Atlanta Braves Holdings may need to make estimates of future cash II-9 Table of Contents flows and discount rates as well as other assumptions in order to implement these valuation techniques.
Overview The Company manages its business based on the following reportable segments: baseball and mixed-use development.
Following this transaction, neither Liberty nor Atlanta Braves Holdings has any continuing stock ownership, beneficial or otherwise, in the other. Overview The Company manages its business based on the following reportable segments: Baseball and Mixed-Use Development.
The intergroup interests in the Braves Group held by the Liberty Formula One Group (the “Formula One Group”) and the Liberty SiriusXM Group immediately prior to the Split-Off were settled and extinguished in connection with the Split-Off through the attribution, to the respective tracking stock group, of Atlanta Braves Holdings Series C common stock on a one-for-one basis equal to the number of notional shares representing the intergroup interest.
The intergroup interests in the Liberty Braves Group held by subsidiaries of Liberty prior to the Split-Off were settled through attribution of Atlanta Braves Holdings Series C common stock and subsequently sold in the secondary market. Atlanta Braves Holdings did not receive any of the proceeds from the sale of our common stock by these subsidiaries of Liberty.
Baseball revenue is derived from two primary sources: baseball event revenue (ticket sales, concessions, advertising sponsorships, suites and premium seat fees) and broadcasting revenue.
See “Non-GAAP” Adjusted OIBDA” in this Management’s Discussion and Analysis of Financial Condition and Results of Operations for a reconciliation to the most comparable GAAP measure. ​ II-4 Table of Contents Baseball revenue. Baseball revenue is derived from two primary sources: baseball event revenue (ticket sales, concessions, advertising sponsorships, suites and premium seat fees) and broadcasting revenue.
The Split-Off was completed on July 18, 2023 and was intended to be tax-free to holders of Liberty Braves common stock. Atlanta Braves Holdings, Inc.
The Split-Off was intended to be tax-free to holders of Liberty Braves common stock and in September 2024, the Internal Revenue Service completed its review of the Split-Off and notified Liberty that it agreed with the non-taxable characterization of the transaction.
Off-Balance Sheet Arrangements and Material Cash Requirements Information concerning the amount and timing of material cash requirements, both accrued and off-balance sheet, as of December 31, 2023, is summarized below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments due by period ​ Total Less than 1 year 2 - 3 years 4 - 5 years After 5 years ​ ​ amounts in thousands Long-term debt (1) ​ $ 572,947 42,153 190,123 180,717 159,954 ​ Interest payments (2) ​ 130,182 24,520 46,698 21,732 37,232 ​ Employment agreements (3) ​ 950,158 236,853 340,724 216,269 156,312 ​ Lease obligations ​ 176,570 10,192 20,447 18,445 127,486 ​ Other obligations (4) ​ 31,209 2,982 5,481 4,126 18,620 ​ Total consolidated ​ $ 1,861,066 316,700 603,473 441,289 499,604 ​ (1) Amounts are stated at the face amount at maturity and do not assume additional borrowings or refinancings of existing debt.
Off-Balance Sheet Arrangements and Material Cash Requirements Information concerning the amount and timing of material cash requirements, both accrued and off-balance sheet, as of December 31, 2024, is summarized below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments due by period ​ Total Less than 1 year 2 - 3 years 4 - 5 years After 5 years ​ ​ amounts in thousands Long-term debt (1) ​ $ 620,066 104,193 249,038 129,793 137,042 ​ Interest payments (2) ​ 116,856 26,305 41,881 17,339 31,331 ​ Employment agreements (3) ​ 762,744 221,141 290,082 168,321 83,200 ​ Lease obligations ​ 173,309 12,247 22,479 20,045 118,538 ​ Other obligations (4) ​ 33,213 4,393 7,112 4,648 17,060 ​ Total consolidated ​ $ 1,706,188 368,279 610,592 340,146 387,171 ​ (1) Amounts are stated at the face amount at maturity and do not assume additional borrowings or refinancings of existing debt.
Explanatory Note During November 2022, the board of directors of Liberty Media Corporation (“Liberty” or “Liberty Media”) authorized Liberty management to pursue a plan to redeem each outstanding share of its Liberty Braves common stock in exchange for one share of the corresponding series of common stock of a newly formed entity, Atlanta Braves Holdings, Inc. (the “Split-Off”).
(“Atlanta Braves Holdings,” “the Company,” “us,” “we,” or “our”) completed the previously announced redemption of each outstanding share of its Liberty Braves common stock in exchange for one share of the corresponding series of common stock of the Company (the “Split-Off”).
Removed
(“Atlanta Braves Holdings,” “the Company,” “us,” “we,” or “our”) is comprised of the businesses, assets and liabilities previously attributed to the Liberty Braves Group (“Braves Group”), which, as of December 31, 2023, included Atlanta Braves Holdings’ wholly-owned subsidiary Braves Holdings, LLC (“Braves Holdings”) and corporate cash.
Added
Explanatory Note On July 18, 2023, Liberty Media Corporation (“Liberty” or “Liberty Media”), the then current parent organization of Atlanta Braves Holdings, Inc.
Removed
Although Atlanta Braves Holdings was reported as a combined company until the date of the Split-Off, all periods reported herein are referred to as consolidated.
Added
In September 2024, the then-current officers of the Company (with limited exceptions) stepped down from their officer positions and members of its wholly-owned subsidiary Braves Holdings, LLC (“Braves Holdings”) assumed these roles (the “Corporate Governance Transition”). The Company is comprised of the businesses, assets and liabilities of Braves Holdings and corporate cash.
Removed
The Braves have a long term local television broadcasting agreement with Sportsouth Network II, LLC. Diamond Sports Group, the parent company of Sportsouth Network II, LLC, is in financial distress and has filed for chapter 11 protection.
Added
A discussion regarding our financial condition and results of operations for fiscal year 2024 compared to fiscal year 2023 is presented below. A discussion regarding our financial condition and results of operations for fiscal year 2023 compared to 2022 can be found in Part II, Item 7.
Removed
While the pending bankruptcy proceeding of Diamond Sports Group has not previously had a material unfavorable impact on the Company’s revenue and the Company has received scheduled payments to date, we cannot currently predict whether such bankruptcy proceeding is reasonably likely to have a material unfavorable impact on our revenue in the future. Mixed-Use Development revenue.
Added
Selling, general and administrative expense includes costs of marketing, advertising, finance and related personnel costs.
Removed
Impairment of long-lived assets and other related costs. Impairment of long-lived assets and other related costs includes charges associated with hurricane damage to the Atlanta Braves’ spring training facility located in North Port, Florida. Depreciation and amortization. Depreciation and amortization was relatively flat for the year ended December 31, 2023, as compared to the prior year.
Added
For the year ended year ended December 31, 2024, stock-based compensation increased $3.3 million as compared to the prior year, mainly due to accelerated vesting for various awards in connection with the Corporate Governance Transition. Depreciation and amortization.
Removed
During the year ended December 31, 2023, the Company recognized a gain on the disposition of a non-financial asset. During the year ended December 31, 2022, the Company recognized gains on dispositions related to the sale of its three Professional Development League clubs, the Gwinnett Stripers, Mississippi Braves and Rome Braves. Other, net.
Added
Due to the judgment involved in Atlanta Braves Holdings’ estimation techniques, any value ultimately derived from Atlanta Braves Holdings’ long-lived assets may differ from its estimate of fair value. As of December 31, 2024, the Company had $175.8 million of goodwill and $123.7 million of franchise rights.
Removed
During the year ended December 31, 2022, the Company’s primary uses of cash were debt service, amateur player acquisition rights and capital expenditures, funded primarily by borrowings of debt, cash from operations, cash proceeds from dispositions and distributions from equity method affiliates.
Removed
In addition, during the year ended December 31, 2022, the Company paid the Liberty SiriusXM Group approximately $13.8 million of cash, resulting in a partial settlement of the intergroup interest in the Braves Group held by the Liberty SiriusXM Group.
Removed
Judgment is required to estimate the fair value of Atlanta Braves Holdings’ long-lived assets. Atlanta Braves Holdings may use quoted market prices, prices for similar assets, present value techniques and other valuation techniques to prepare these estimates.
Removed
As of December 31, 2023, the Company had $175.8 million of goodwill and $123.7 million of franchise rights. The Company’s goodwill and franchise rights are both entirely allocated to the baseball reportable segment.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeII-10 Table of Contents As of December 31, 2023, we had $83.9 million aggregate principal amount of floating rate debt with a weighted average interest rate of 7.1% and $489.1 million aggregate principal amount of fixed rate debt with a weighted average interest rate of 4.4%.
Biggest changeAs of December 31, 2024, we had $173.5 million aggregate principal amount of floating rate debt with a weighted average interest rate of 6.2% and $446.6 million aggregate principal amount of fixed rate debt with a weighted average interest rate of 4.4%. II-10 Table of Contents

Other BATRA 10-K year-over-year comparisons