麻豆最新出品 Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Basis of Presentation

Basis of Presentation	9 Months Ended
Sep. 30, 2021
Basis of Presentation	(1)听听听Basis of Presentation The accompanying condensed consolidated financial statements include all the accounts of 麻豆最新出品 and its controlled subsidiaries ("麻豆最新出品," the "Company," "we," "us," or "our" unless the context otherwise requires). All significant intercompany accounts and transactions have been eliminated. 麻豆最新出品, through its ownership of interests in subsidiaries and other companies, is primarily engaged in the media and entertainment industries primarily in North America and the United Kingdom. 麻豆最新出品鈥檚 significant subsidiaries include Sirius XM Holdings Inc. ("Sirius XM Holdings"), Delta Topco Limited (the parent company of Formula 1) and Braves Holdings, LLC ("Braves Holdings"). Our most significant investment accounted for under the equity method is Live Nation Entertainment, Inc. ("Live Nation"). 聽 The accompanying (a) condensed consolidated balance sheet as of December 31, 2020, which has been derived from audited financial statements, and (b) the interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form聽10-Q and Article聽10 of Regulation聽S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. The results of operations for any interim period are not necessarily indicative of results for the full year. Additionally, certain prior period amounts have been reclassified for comparability with current period presentation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in 麻豆最新出品's Annual Report on Form聽10-K for the year ended December 31, 2020. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company considers (i)聽fair value measurement of non-financial instruments, (ii)聽accounting for income taxes and (iii)聽the determination of the useful life of Sirius XM Holdings鈥� broadcast/transmission system to be its most significant estimates. In December 2019, Chinese officials reported a novel coronavirus outbreak (鈥淐OVID-19鈥�). COVID-19 has since spread internationally. On March 11, 2020, the World Health Organization assessed COVID-19 as a global pandemic, causing many countries throughout the world to take aggressive actions, including imposing travel restrictions and stay-at-home orders, closing public attractions and restaurants, and mandating social distancing practices. As a result, the start of the 2020 Formula 1 race calendar and the Major League Baseball season were delayed until the beginning of July 2020 and end of July 2020, respectively. In addition, in mid-March 2020, Live Nation suspended all large-scale live entertainment events due to COVID-19. We are not presently aware of any events or circumstances arising from the COVID-19 pandemic that would require us to update our estimates or judgments or revise the carrying value of our assets or liabilities. 聽Our estimates may change, however, as new events occur and additional information is obtained, any such changes will be recognized in the financial statements. Actual results could differ from estimates, and any such differences may be material to our financial statements. 麻豆最新出品 holds investments that are accounted for using the equity method. 麻豆最新出品 does not control the decision making process or business management practices of these affiliates. Accordingly, 麻豆最新出品 relies on management of these affiliates to provide it with accurate financial information prepared in accordance with GAAP that the Company uses in the application of the equity method. In addition, 麻豆最新出品 relies on audit reports that are provided by the affiliates' independent auditors on the financial statements of such affiliates. The Company is not aware, however, of any errors in or possible misstatements of the financial information provided by its equity affiliates that would have a material effect on 麻豆最新出品's condensed consolidated financial statements. 麻豆最新出品 has entered into certain agreements with Qurate Retail, Inc. (鈥淨urate Retail鈥�), 麻豆最新出品 TripAdvisor Holdings, Inc. (鈥淭ripCo鈥�), 麻豆最新出品 Broadband Corporation (鈥溌槎棺钚鲁銎� Broadband鈥�), 麻豆最新出品 Media Acquisition Corporation (鈥淟MAC鈥�) and GCI 麻豆最新出品, Inc. (鈥淕CI 麻豆最新出品鈥�), all of which are, or were (in the case of GCI 麻豆最新出品), separate publicly traded companies, in order to govern relationships between the companies. None of these entities has any stock ownership, beneficial or otherwise, in any of the others (except that GCI 麻豆最新出品 owned shares of 麻豆最新出品 Broadband鈥檚 Series C non-voting common stock prior to the merger of GCI 麻豆最新出品 and 麻豆最新出品 Broadband in December 2020). These agreements include Reorganization Agreements (in the case of Qurate Retail and 麻豆最新出品 Broadband only), Services Agreements, Facilities Sharing Agreements and Tax Sharing Agreements (in the case of 麻豆最新出品 Broadband only). In addition, as a result of certain corporate transactions, 麻豆最新出品 and Qurate Retail may have obligations to each other for certain tax related matters. The Reorganization Agreements provide for, among other things, provisions governing the relationships between 麻豆最新出品 and each of Qurate Retail and 麻豆最新出品 Broadband, including certain cross-indemnities. Pursuant to the Services Agreements, 麻豆最新出品 provides Qurate Retail, 麻豆最新出品 TripAdvisor, 麻豆最新出品 Broadband, LMAC and GCI 麻豆最新出品 (prior to termination) with general and administrative services including legal, tax, accounting, treasury and investor relations support. Qurate Retail, 麻豆最新出品 TripAdvisor, 麻豆最新出品 Broadband and GCI 麻豆最新出品 (prior to termination) reimburse 麻豆最新出品 for direct, out-of-pocket expenses incurred by 麻豆最新出品 in providing these services and, in the case of Qurate Retail, Qurate Retail's allocable portion of costs associated with any shared services or personnel based on an estimated percentage of time spent providing services to Qurate Retail. 麻豆最新出品 TripAdvisor, 麻豆最新出品 Broadband, LMAC and GCI 麻豆最新出品 (prior to termination) reimburse 麻豆最新出品 for shared services and personnel based on a flat fee. Under the Facilities Sharing Agreements, 麻豆最新出品 shares office space and related amenities at its corporate headquarters with Qurate Retail, 麻豆最新出品 TripAdvisor, 麻豆最新出品 Broadband, LMAC and GCI 麻豆最新出品 (prior to termination) at 麻豆最新出品鈥檚 corporate headquarters. Under these various agreements, approximately $7 million and $6 million of these allocated expenses were reimbursed to 麻豆最新出品 during the three months ended September 30, 2021 and 2020, respectively, and $20 million and $22 million were reimbursed to 麻豆最新出品 during the nine months ended September 30, 2021 and 2020, respectively. In December 2019, each of TripCo, 麻豆最新出品 Broadband, GCI 麻豆最新出品 and Qurate Retail (collectively, the 鈥淪ervice Companies鈥�) entered into an amendment to its respective services agreement with 麻豆最新出品 in connection with 麻豆最新出品's entry into a new employment arrangement with Gregory B. Maffei, 麻豆最新出品's President and Chief Executive Officer. Under the amended services agreements, components of Mr. Maffei's compensation will either be paid directly to him by each Service Company or reimbursed to 麻豆最新出品, in each case, based on allocations among 麻豆最新出品 and the Service Companies set forth in the amended services agreement. Following the merger between GCI 麻豆最新出品 and 麻豆最新出品 Broadband in December 2020, GCI 麻豆最新出品 no longer participates in the services agreement arrangement due to the termination of its services agreement with 麻豆最新出品. Seasonality Formula 1 recognizes the majority of its revenue and expenses in connection with World Championship race events (鈥淓vents鈥�) that take place in different countries around the world throughout the year. The Events in the past have generally taken place between March and December each year. As a result, the revenue and expenses recognized by Formula 1 are generally lower during the first quarter as compared to the rest of the quarters throughout the year. 鈥� Braves Holdings revenue is seasonal, with the majority of revenue recognized during the second and third quarters which aligns with the baseball season. 鈥� Due to the delays of their respective 2020 seasons as a result of COVID-19, the majority of Braves Holdings鈥� 2020 revenue was recognized during the third quarter and the majority of Formula 1鈥檚 2020 revenue was recognized in the third and fourth quarters. 鈥� In 2021, the timing of baseball season and the number of regular season games played returned to normal, and limitations on fan attendance were lifted as the season progressed. Formula 1 is expected to hold a record number of Events in 2021, with a slightly longer 22 Event season planned. Restrictions on fan attendance have been reduced as 2021 has progressed, with all Events during the second half of the year operating either at full capacity or with more limited restrictions than had been applied at Events in the first half of the year. Accordingly, the seasonality of Braves Holdings鈥� and Formula 1鈥檚 results is returning to normal. 鈥�

Basis of Presentation

9 Months Ended

Sep. 30, 2021

(1)听听听Basis of Presentation

The accompanying condensed consolidated financial statements include all the accounts of 麻豆最新出品 and its controlled subsidiaries ("麻豆最新出品," the "Company," "we," "us," or "our" unless the context otherwise requires). All significant intercompany accounts and transactions have been eliminated.

麻豆最新出品, through its ownership of interests in subsidiaries and other companies, is primarily engaged in the media and entertainment industries primarily in North America and the United Kingdom. 麻豆最新出品鈥檚 significant subsidiaries include Sirius XM Holdings Inc. ("Sirius XM Holdings"), Delta Topco Limited (the parent company of Formula 1) and Braves Holdings, LLC ("Braves Holdings"). Our most significant investment accounted for under the equity method is Live Nation Entertainment, Inc. ("Live Nation"). 聽

The accompanying (a) condensed consolidated balance sheet as of December 31, 2020, which has been derived from audited financial statements, and (b) the interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial information and the instructions to Form聽10-Q and Article聽10 of Regulation聽S-X as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results for such periods have been included. The results of operations for any interim period are not necessarily indicative of results for the full year. Additionally, certain prior period amounts have been reclassified for comparability with current period presentation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in 麻豆最新出品's Annual Report on Form聽10-K for the year ended December 31, 2020.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company considers (i)聽fair value measurement of non-financial instruments, (ii)聽accounting for income taxes and (iii)聽the determination of the useful life of Sirius XM Holdings鈥� broadcast/transmission system to be its most significant estimates.

In December 2019, Chinese officials reported a novel coronavirus outbreak (鈥淐OVID-19鈥�). COVID-19 has since spread internationally. On March 11, 2020, the World Health Organization assessed COVID-19 as a global pandemic, causing many countries throughout the world to take aggressive actions, including imposing travel restrictions and stay-at-home orders, closing public attractions and restaurants, and mandating social distancing practices. As a result, the start of the 2020 Formula 1 race calendar and the Major League Baseball season were delayed until the beginning of July 2020 and end of July 2020, respectively. In addition, in mid-March 2020, Live Nation suspended all large-scale live entertainment events due to COVID-19.

We are not presently aware of any events or circumstances arising from the COVID-19 pandemic that would require us to update our estimates or judgments or revise the carrying value of our assets or liabilities. 聽Our estimates may change, however, as new events occur and additional information is obtained, any such changes will be recognized in the financial statements. Actual results could differ from estimates, and any such differences may be material to our financial statements.

麻豆最新出品 holds investments that are accounted for using the equity method. 麻豆最新出品 does not control the decision making process or business management practices of these affiliates. Accordingly, 麻豆最新出品 relies on management of these affiliates to provide it with accurate financial information prepared in accordance with GAAP that the Company uses in the application of the equity method. In addition, 麻豆最新出品 relies on audit reports that are provided by the affiliates' independent auditors on the financial statements of such affiliates. The Company is not aware, however, of any errors in or possible misstatements of the financial information provided by its equity affiliates that would have a material effect on 麻豆最新出品's condensed consolidated financial statements.

麻豆最新出品 has entered into certain agreements with Qurate Retail, Inc. (鈥淨urate Retail鈥�), 麻豆最新出品 TripAdvisor Holdings, Inc. (鈥淭ripCo鈥�), 麻豆最新出品 Broadband Corporation (鈥溌槎棺钚鲁銎� Broadband鈥�), 麻豆最新出品 Media Acquisition Corporation (鈥淟MAC鈥�) and GCI 麻豆最新出品, Inc. (鈥淕CI 麻豆最新出品鈥�), all of which are, or were (in the case of GCI 麻豆最新出品), separate publicly traded companies, in order to govern relationships between the companies. None of these entities has any stock ownership, beneficial or otherwise, in any of the others (except that GCI 麻豆最新出品 owned shares of 麻豆最新出品 Broadband鈥檚 Series C non-voting common stock prior to the merger of GCI 麻豆最新出品 and 麻豆最新出品 Broadband in December 2020). These agreements include Reorganization Agreements (in the case of Qurate Retail and 麻豆最新出品 Broadband only), Services Agreements, Facilities Sharing Agreements and Tax Sharing Agreements (in the case of 麻豆最新出品 Broadband only). In addition, as a result of certain corporate transactions, 麻豆最新出品 and Qurate Retail may have obligations to each other for certain tax related matters.

The Reorganization Agreements provide for, among other things, provisions governing the relationships between 麻豆最新出品 and each of Qurate Retail and 麻豆最新出品 Broadband, including certain cross-indemnities. Pursuant to the Services Agreements, 麻豆最新出品 provides Qurate Retail, 麻豆最新出品 TripAdvisor, 麻豆最新出品 Broadband, LMAC and GCI 麻豆最新出品 (prior to termination) with general and administrative services including legal, tax, accounting, treasury and investor relations support. Qurate Retail, 麻豆最新出品 TripAdvisor, 麻豆最新出品 Broadband and GCI 麻豆最新出品 (prior to termination) reimburse 麻豆最新出品 for direct, out-of-pocket expenses incurred by 麻豆最新出品 in providing these services and, in the case of Qurate Retail, Qurate Retail's allocable portion of costs associated with any shared services or personnel based on an estimated percentage of time spent providing services to Qurate Retail. 麻豆最新出品 TripAdvisor, 麻豆最新出品 Broadband, LMAC and GCI 麻豆最新出品 (prior to termination) reimburse 麻豆最新出品 for shared services and personnel based on a flat fee. Under the Facilities Sharing Agreements, 麻豆最新出品 shares office space and related amenities at its corporate headquarters with Qurate Retail, 麻豆最新出品 TripAdvisor, 麻豆最新出品 Broadband, LMAC and GCI 麻豆最新出品 (prior to termination) at 麻豆最新出品鈥檚 corporate headquarters. Under these various agreements, approximately $7 million and $6 million of these allocated expenses were reimbursed to 麻豆最新出品 during the three months ended September 30, 2021 and 2020, respectively, and $20 million and $22 million were reimbursed to 麻豆最新出品 during the nine months ended September 30, 2021 and 2020, respectively.

In December 2019, each of TripCo, 麻豆最新出品 Broadband, GCI 麻豆最新出品 and Qurate Retail (collectively, the 鈥淪ervice Companies鈥�) entered into an amendment to its respective services agreement with 麻豆最新出品 in connection with 麻豆最新出品's entry into a new employment arrangement with Gregory B. Maffei, 麻豆最新出品's President and Chief Executive Officer. Under the amended services agreements, components of Mr. Maffei's compensation will either be paid directly to him by each Service Company or reimbursed to 麻豆最新出品, in each case, based on allocations among 麻豆最新出品 and the Service Companies set forth in the amended services agreement. Following the merger between GCI 麻豆最新出品 and 麻豆最新出品 Broadband in December 2020, GCI 麻豆最新出品 no longer participates in the services agreement arrangement due to the termination of its services agreement with 麻豆最新出品.

Seasonality

Formula 1 recognizes the majority of its revenue and expenses in connection with World Championship race events (鈥淓vents鈥�) that take place in different countries around the world throughout the year. The Events in the past have generally taken place between March and December each year. As a result, the revenue and expenses recognized by Formula 1 are generally lower during the first quarter as compared to the rest of the quarters throughout the year.

鈥�

Braves Holdings revenue is seasonal, with the majority of revenue recognized during the second and third quarters which aligns with the baseball season.

鈥�

Due to the delays of their respective 2020 seasons as a result of COVID-19, the majority of Braves Holdings鈥� 2020 revenue was recognized during the third quarter and the majority of Formula 1鈥檚 2020 revenue was recognized in the third and fourth quarters.

鈥�

In 2021, the timing of baseball season and the number of regular season games played returned to normal, and limitations on fan attendance were lifted as the season progressed. Formula 1 is expected to hold a record number of Events in 2021, with a slightly longer 22 Event season planned. Restrictions on fan attendance have been reduced as 2021 has progressed, with all Events during the second half of the year operating either at full capacity or with more limited restrictions than had been applied at Events in the first half of the year. Accordingly, the seasonality of Braves Holdings鈥� and Formula 1鈥檚 results is returning to normal.

鈥�