Braves Set Record for Opening Night Revenue

Staff Report From Metro Atlanta CEO

Wednesday, May 10th, 2017

Liberty Media Corporation reported first quarter 2017 results. Highlights include(1):

  • Attributed to Liberty SiriusXM Group

    • SiriusXM reported solid first quarter 2017 results

      • First quarter revenue climbed 8% to $1.3 billion

      • Quarterly net income rose 20% to $207 million

      • Adjusted EBITDA(2) grew 14% to $502 million

      • Net self-pay subscribers grew 259,000 in the first quarter

    • Liberty Media's ownership of SiriusXM stood at 67.8% as of April 25th

  • Attributed to Braves Group

    • SunTrust Park and Battery Atlanta opened April 14th; mixed-use project remains on-time and on-budget

      • Opening night revenue across ticket sales, retail and concessions was the largest in Braves history

    • Attributed to Formula One Group

      • 2017 Formula 1 season kicked-off in Australia on March 26th

      • Refinanced $3.1 billion of F1's first lien term loan with reduced annual interest expense and extended maturity

        • Repaid $300 million of second lien term loan using cash on balance sheet

"We were excited to close the acquisition of Formula 1 in January. Chase and the team are off to a great start and we are already seeing the benefits of the energy they are injecting into the sport," said Greg Maffei, Liberty Media President and CEO. "Opening day at SunTrust Park was spectacular for the Braves, and the Battery Atlanta remains on-time and on-budget. SiriusXM delivered another strong quarter of results and grew adjusted EBITDA 14%."

Operating Results
On April 15, 2016, Liberty Media completed the recapitalization (the "Recapitalization") of its common stock into three new tracking stock groups: (i) the Liberty SiriusXM Group, (ii) the Braves Group and (iii) the Formula One Group. For purposes of presentation herein, the assets and liabilities of Liberty Media have been allocated among the three tracking stocks as if the Recapitalization had occurred on January 1, 2016. This is intended to supplement and enhance the information included in our prior period financial statements, but is not intended to provide a comprehensive view of what each tracking stock group's performance would have been had the Recapitalization actually occurred on such date.

Unless otherwise noted, the following discussion compares financial information for the three months ended March 31, 2017 to the same period in 2016.

LIBERTY SIRIUSXM GROUP - The following table provides the financial results attributed to Liberty SiriusXM Group for the first quarter of 2017. In the first quarter, approximately $9 million of corporate level selling, general and administrative expense (including stock-based compensation expense) was allocated to the Liberty SiriusXM Group.

                       
      1Q16       1Q17       % Change
      amounts in millions            
Liberty SiriusXM Group                              
Revenue                              
SiriusXM     $ 1,200       $ 1,294           8 %
Total Liberty SiriusXM Group     $ 1,200       $ 1,294           8 %
Operating Income (Loss)                              
SiriusXM       336         381           13 %
Corporate and other               (9 )         NA  
Total Liberty SiriusXM Group     $ 336       $ 372           11 %
Adjusted OIBDA                              
SiriusXM       439         500           14 %
Corporate and other               (4 )         NA  
Total Liberty SiriusXM Group     $ 439       $ 496           13 %
 

The increases in Liberty SiriusXM Group revenue, operating income and adjusted OIBDA(2) were primarily attributable to an increase in SiriusXM's daily weighted average number of subscribers and an increase in SiriusXM's average monthly revenue per subscriber due to certain rate increases.

SiriusXM is a separate publicly traded company and additional information about SiriusXM can be obtained through its website and filings with the Securities and Exchange Commission. SiriusXM reported its stand-alone first quarter results on April 27, 2017. For additional detail on SiriusXM's financial results for the first quarter, please see SiriusXM's earnings release posted to their Investor Relations website. For presentation purposes on page one of this release, we include the results of SiriusXM, as reported by SiriusXM, without regard to the purchase accounting adjustments applied by us for purposes of our financial statements. Liberty Media believes the presentation of financial results as reported by SiriusXM is useful to investors as the comparability of those results is best understood in the context of SiriusXM's historical financial presentation. For a reconciliation of revenue, adjusted OIBDA (as defined by Liberty Media) and operating income for SiriusXM's stand-alone operating results as reported by SiriusXM to those results as reported by Liberty Media, see Liberty Media's Form 10-Q for the quarter ended March 31, 2017.

The businesses and assets attributed to Liberty SiriusXM Group consist primarily of Liberty Media's interest in SiriusXM.

BRAVES GROUP - The following table provides the financial results attributed to the Braves Group for the first quarter of 2017. In the first quarter, approximately $1 million of corporate level selling, general and administrative expense (including stock-based compensation expense) was allocated to the Braves Group.

                       
      1Q16       1Q17       $ Change
      amounts in millions          
Braves Group                            
Revenue                            
Corporate and other     $ 4         $ 5         $ 1
Total Braves Group     $ 4         $ 5         $ 1
Operating Income (Loss)                            
Corporate and other       (43 )         (33 )         10
Total Braves Group     $ (43 )       $ (33 )       $ 10
Adjusted OIBDA                            
Corporate and other       (36 )         (29 )         7
Total Braves Group     $ (36 )       $ (29 )       $ 7
                             
Number of home games in period                 1            
 

The increase in Braves Group revenue in the quarter was primarily attributable to revenue from an exhibition game played at SunTrust Park on March 31, 2017, whereas no games were played during the first quarter of 2016. Losses in operating income and adjusted OIBDA improved compared to the prior year due to a decrease in other operating expenses, primarily driven by the acceleration of player salary expense as a result of released or injured players in 2016, partially offset by costs associated with the ballpark operations and mixed-use project.

The Formula One Group holds an approximate 15.5% intergroup interest in the Braves Group as of April 30, 2017. Assuming the issuance of the shares underlying the intergroup interest held by the Formula One Group, the Braves Group outstanding share count as of April 30, 2017 would have been 58.6 million.

The businesses and assets attributed to the Braves Group consist primarily of Liberty Media's subsidiary Braves Holdings, LLC, which indirectly owns the Atlanta Braves major league baseball team, and certain assets and liabilities associated with its ballpark and mixed-use development project.

FORMULA ONE GROUP - The following table provides the financial results attributed to the Formula One Group for the first quarter of 2017. In the first quarter, the Formula One Group incurred approximately $20 million of corporate level selling, general and administrative expense (including stock-based compensation expense).

"The 2017 season is off to a competitive start, and we are excited for upcoming races in Barcelona and Monaco," said Chase Carey, Formula 1 Chairman and CEO. "Ross, Sean and I appreciate the collaborative relationships we have with the FIA, our teams, promoters and partners and look forward to making F1 even better for the fans."

 
                 
        1Q16       1Q17
        amounts in millions
Formula One Group                    
Revenue                    
Formula 1       $ NA       $ 96  
Corporate and other                    
Total Formula One Group       $         $ 96  
Operating Income (Loss)                    
Formula 1       $ NA       $ (57 )
Corporate and other         488           (23 )
Total Formula One Group       $ 488         $ (80 )
Adjusted OIBDA                    
Formula 1       $ NA       $ 18  
Corporate and other         (12 )         (18 )
Total Formula One Group       $ (12 )       $  
 

Liberty completed the acquisition of F1 on January 23, 2017. The decrease in Formula One Group operating income in the quarter was primarily attributed to the Vivendi legal settlement received in the prior year (net pre-tax gain of approximately $511 million) and purchase accounting adjustments related to the F1 transaction. From the date of the acquisition, Liberty applied purchase accounting and consolidated the results of F1. Liberty maintained an investment in F1 from September 7, 2016 until January 23, 2017, which was accounted for as a cost investment. For comparison and discussion purposes, the pro forma results of F1 are presented below for the full three months ended March 31, 2017 and 2016, inclusive of purchase accounting adjustments, as if the acquisition of F1 occurred on January 1, 2016. The purchase price allocation related to the F1 business combination and pro forma adjustments are preliminary and have been made available solely for the purpose of providing comparative pro forma condensed consolidated financial information. The financial information below is presented for illustrative purposes only and does not purport to represent what the results of operations of F1 would actually have been had the business combination occurred on January 1, 2016, or to project the results of operations of Liberty for any future periods.

 

Pro Forma F1 Operating Results

               
      1Q16   1Q17   % Change
      amounts in millions      
Primary Formula 1 revenue     $ 74     $ 79     7   %
Other Formula 1 revenue       23       18     (22 ) %
Total Formula 1 revenue     $ 97     $ 97       %
Operating expenses (excluding stock-based compensation included below):                    
Team payments       (46 )     (47 )   (2 ) %
Other cost of Formula 1 revenue       (26 )     (22 )   15   %
Cost of Formula 1 revenue     $ (72 )   $ (69 )   4   %
Selling, general and administrative expenses       (19 )     (20 )   (5 ) %
Adjusted OIBDA       6       8     33   %
Stock-based compensation             (5 )     %
Depreciation and Amortization       (104 )     (108 )   (4 ) %
Operating income     $ (98 )   $ (105 )   (7 ) %
                     
Number of races in period       1       1        
 

Primary F1 revenue represents the majority of F1's revenue and is derived from (i) race promotion fees, (ii) broadcasting fees and (iii) advertising & sponsorship fees. Primary F1 revenue increased in the first quarter of 2017 primarily due to contractual rate increases in race promotion fees and advertising & sponsorship. Broadcast revenue also increased due to higher contractual rates and the impact of slightly higher proportionate recognition of season-based income during the quarter (1/20 races in the first quarter of 2017 compared to 1/21 races in the first quarter of 2016), which more than offset the adverse impact of weaker prevailing foreign currency exchange rates used to translate a small number of Pound and Euro-denominated contracts into US dollars. The increase in Primary F1 revenue was partially offset by a reduction in other Formula 1 revenue, largely due to lower required equipment purchases by GP3 series' competing teams for the 2017 season. Operating income decreased primarily due to stock-based compensation related to awards granted to members of F1 management. Adjusted OIBDA increased primarily due to a reduction in operating expenses attributable to lower costs of supplying equipment to GP3 teams, partially offset by modest increases in selling, general and administrative expense as a result of additional headcount following the acquisition by Liberty and team payments due to higher pro rata recognition of full year team payments.

The businesses and assets attributed to the Formula One Group consist of all of Liberty Media's businesses and assets other than those attributed to the Liberty SiriusXM Group and the Braves Group, including Liberty Media's subsidiary F1, its interest in Live Nation, minority equity investments in Time Warner and Viacom and an intergroup interest in the Braves Group. There are approximately 9.1 million notional shares underlying the Formula One Group's 15.5% intergroup interest in the Braves Group.

Share Repurchases

There were no repurchases of Series A or Series C Liberty SiriusXM common stock, Series A or Series C Liberty Braves common stock or Series A or Series C Liberty Formula One common stock from the Recapitalization through April 30, 2017. The total remaining repurchase authorization for Liberty Media is approximately $1.3 billion and can be applied to repurchases of Series A and Series C shares of any of the Liberty Media Corporation tracking stocks.

FOOTNOTES

1)     Liberty Media's President and CEO, Greg Maffei, will discuss these highlights and other matters on Liberty Media's earnings conference call which will begin at 11:45 a.m. (E.D.T.) on May 9, 2017. For information regarding how to access the call, please see "Important Notice" later in this document.
2)     For definitions of adjusted OIBDA (as defined by Liberty Media) and adjusted EBITDA (as defined by SiriusXM) and applicable reconciliations see the accompanying schedules.

NOTES

The following financial information with respect to Liberty Media's equity affiliates and available for sale securities is intended to supplement Liberty Media's condensed consolidated balance sheet and statement of operations to be included in its Form 10-Q for the period ended March 31, 2017.

 

Fair Value of Corporate Public Holdings

       
(amounts in millions)       12/31/2016     3/31/2017
Liberty SiriusXM Group       $ N/A     $ N/A
Braves Group         N/A       N/A
Formula One Group                  
Live Nation Equity Method Investment(1)       $ 1,853       2,115
Other Public Holdings(2)         489       518
        $ 2,342     $ 2,633
Total Liberty Media       $ 2,342     $ 2,633
 

________

(1)     Represents the fair value of the equity investment attributed to Formula One Group. In accordance with GAAP, Liberty Media accounts for its investment in the equity of Live Nation using the equity method of accounting and includes it in its consolidated balance sheet at its historical carrying value of $731 million and $721 million as of December 31, 2016 and March 31, 2017, respectively.
(2)     Represents the carrying value of other public holdings which are accounted for at fair value.

Cash and Debt
The following presentation is provided to separately identify cash and liquid investments and debt information.

 
(amounts in millions)     12/31/2016     3/31/2017  
Cash and Cash Equivalents Attributable to:              
Liberty SiriusXM Group(1)     $ 287     $ 330  
Braves Group       107       115  
Formula One Group(2)       168       626  
Total Liberty Consolidated Cash and Cash Equivalents (GAAP)     $ 562     $ 1,071  
               
Debt:              
SiriusXM senior notes(3)     $ 5,500     $ 5,500  
Margin loans       250       250  
Other subsidiary debt(4)       404       541  
Total Attributed Liberty SiriusXM Group Debt     $ 6,154     $ 6,291  
Unamortized discount, fair market value adjustment and deferred loan costs       (47 )     (44 )
Total Attributed Liberty SiriusXM Group Debt (GAAP)     $ 6,107     $ 6,247  
               
Liberty 1.375% cash convertible notes due 2023(5)       1,000       1,000  
1% cash convertible notes due 2023(5)             450  
2.25% exchangeable senior debentures due 2046(5)       445       445  
Live Nation margin loan             350  
Formula 1 bank loans             3,844  
Delta Topco exchangeable notes(5)             351  
Other corporate level debt       36       35  
Total Attributed Formula One Group Debt     $ 1,481     $ 6,475  
Fair market value adjustment       102       222  
Total Attributed Formula One Group Debt (GAAP)     $ 1,583     $ 6,697  
               
Atlanta Braves debt(6)       338       420  
Total Attributed Braves Group Debt     $ 338     $ 420  
Deferred loan costs       (10 )     (10 )
Total Attributed Braves Group Debt (GAAP)     $ 328     $ 410  
               
Total Liberty Media Corporation Debt (GAAP)     $ 8,018     $ 13,354  
 

________

(1)     Includes $214 million and $230 million of cash and liquid investments held at SiriusXM as of December 31, 2016 and March 31, 2017, respectively.
(2)     Includes $432 million of cash and liquid investments held at Formula 1 as of March 31, 2017.
(3)     Outstanding principal amount of Senior Notes with no reduction for the net unamortized discount.
(4)     Includes SiriusXM capital leases and borrowings under the SiriusXM revolving credit facility.
(5)     Face amount of the cash convertible notes and exchangeable debentures with no fair market value adjustment.
(6)     Includes Atlanta National League Baseball Club, LLC borrowings, Braves Stadium Company, LLC debt to fund the construction of the new ballpark and drawdowns under various credit facilities to fund development costs for the mixed-use development.

Total cash and liquid investments attributed to Liberty SiriusXM Group increased $43 million during the quarter primarily as a result of cash from operations and net debt borrowings, partially offset by stock repurchases, dividends paid to shareholders and capital expenditures at SiriusXM. Included in the cash and liquid investments balance attributed to Liberty SiriusXM Group at March 31, 2017 is $230 million held at SiriusXM. Although SiriusXM is a consolidated subsidiary, it is a separate public company with a significant non-controlling interest, therefore Liberty Media does not have ready access to SiriusXM's cash balance.

Total debt attributed to Liberty SiriusXM Group increased $137 million during the quarter primarily due to borrowings under SiriusXM's revolving credit facility.

Total cash and liquid investments attributed to the Braves Group increased $8 million during the quarter, as capital expenditures related to the construction of the new ballpark and adjacent mixed-use development were more than offset by additional borrowings and other investing activities.

As of March 31, 2017, approximately $653 million had been spent on the new ballpark, of which approximately $378 million of funding was provided by Cobb County and related entities and $275 million provided by the Braves. As of March 31, 2017, approximately $354 million had been spent on the mixed-use development (including $7 million of cost towards future development phases, including purchased land cost, not reflected in the currently forecasted equity contribution towards the mixed-use development), of which approximately $40 million was provided by JV partners' equity. The remaining $307 million was provided by the Braves, of which approximately $188 million was contributed in equity and approximately $119 million in debt.

Total debt attributed to the Braves Group increased by $82 million primarily as a result of additional borrowings for funding the ballpark and mixed-use development.

Total cash and liquid investments attributed to the Formula One Group increased $458 million during the quarter, primarily as a result of the acquisition of F1 and consolidation of F1's cash on the balance sheet, partially offset by the $1.6 billion net cash paid to acquire the controlling interest in F1 on January 23, 2017. This investment was funded by cash on hand, the issuance of Series C Liberty Formula One common stock to third parties and borrowings under new debt instruments, as described below. Additionally, approximately $300 million of cash was used to prepay a portion of F1's second lien term loan, as described below.

Total debt attributed to Formula One Group increased approximately $5 billion primarily as a result of the consolidation of F1's debt on the balance sheet and additional borrowings to fund the cash consideration paid to the selling shareholders of F1, as described below.

On January 20, 2017, in connection with the acquisition of Liberty's controlling interest in F1, Liberty drew $350 million under its previously arranged margin loan with shares of Live Nation and Viacom common stock pledged as collateral. On January 23, 2017, Liberty issued $450 million cash convertible notes at an annual interest rate of 1% that mature on January 30, 2023. Proceeds from both debt instruments were used to partially fund the cash consideration paid to the selling shareholders of F1.

On March 2, 2017, Liberty closed the refinancing of F1's $3.1 billion first lien term loan. The final terms of the refinancing provide for, among other things (i) a reduction in the margin for the USD term loan from 3.75% to 3.25%, with the potential for a further reduction to 3.00% not earlier than six months after closing in the event of certain credit rating requirements being met, and (ii) an extension of the maturity for the USD term loan (previously July 2021). Such extension is to the earlier of February 2024 and six months prior to the maturity of F1's second lien facilities (currently July 2022), unless the second lien facilities are repaid in full (in which case the maturity will be February 2024). Further, given the demand for the USD term loan and the higher interest rate under the syndicated second lien facilities, F1 also prepaid $300 million of the second lien term loan on March 6, 2017 using excess cash on the balance sheet.