Liberty Media Corporation Reports Fourth Quarter and Year End 2020 Financial Results

Liberty Media Corporation ("Liberty Media" or “Liberty”) (NASDAQ: LSXMA, LSXMB, LSXMK, FWONA, FWONK, BATRA, BATRK) today reported fourth quarter and year end 2020 results. Headlines include ⁽¹⁾:

• Attributed to Liberty SiriusXM Group
  • SiriusXM reported strong full year 2020 results
    • SiriusXM self-pay net subscriber additions of 909,000 for the year
    • Revenue of $8.04 billion in 2020
    • Full year net income of $131 million; diluted EPS of $0.03 or $0.25, excluding $976 million non-cash impairment charge
    • 2020 adjusted EBITDA⁽²⁾ hit record $2.58 billion, up 6%
    • SiriusXM capital returns totaled $1.81 billion in 2020
    • SiriusXM confirmed 2021 guidance
  • Liberty Media’s ownership of SiriusXM stood at 76.4% as of January 29^th
  • From November 1^st through January 31^st, Liberty repurchased 2.4 million LSXMA/K shares for total cash consideration of $99 million
  • Balance sheet improvements at Liberty SiriusXM Group
    • In November 2020, amended Live Nation margin loan and reduced number of underlying shares pledged from 53.7 million to 9.0 million with $200 million currently undrawn
    • In February 2021, increased capacity under SiriusXM margin loan from $1.35 billion to $1.75 billion with $875 million currently undrawn
• Attributed to Formula One Group
  • F1 successfully completed 17 race calendar in 2020
  • Planning for record 23 race calendar in 2021, beginning in Bahrain on March 28^th
  • Average TV viewers per race was 87.4 million
  • Social media followers increased 36% to 35 million; fastest growth in social engagement compared to all other major sports with a 99% increase
  • Liberty Media Acquisition Corporation (“LMAC”) completed its IPO on January 26^th for gross proceeds of $575 million
    • Sponsor’s 20% interest in LMAC attributed to Formula One Group
• Attributed to Braves Group
  • Braves received numerous performance accolades in 2020, including Freddie Freeman as National League MVP
  • Battery development generated a solid $5 million of operating income and $18 million of net operating income (“NOI”)⁽²⁾ in 2020
    • 97% of Battery tenants currently open

“We want to thank our employees and management teams who did a tremendous job navigating and operating in an extremely challenging 2020. SiriusXM posted very strong annual results and returned over $1.8 billion in capital to shareholders. Formula 1 successfully completed a 17 race season with solid viewership. We welcome Jennifer Witz and Stefano Domenicali in their new CEO roles,” said Greg Maffei, Liberty Media President and CEO.

Note on COVID-19

Liberty Media continues to monitor and assess the effects of the COVID-19 pandemic on its operations, wholly-owned businesses and various investments. The global spread of COVID-19 prompted 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 F1 season was delayed until the beginning of July 2020 and the Major League Baseball season was delayed until the end of July 2020. In addition, in mid-March 2020, Live Nation suspended all large-scale live entertainment events but has continued to host alternative types of concerts and live events in various global locations that are compliant with local safety standards. Liberty Media and our portfolio companies will continue to comply with the recommendations of various government agencies and focus on the safety of our employees, partners and customers. Liberty Media, SiriusXM, Formula 1 and Braves Holdings are in compliance with all debt covenants as of December 31, 2020.

Corporate Updates

On January 26, 2021, LMAC completed its IPO of 57.5 million units (the “Units”). LMAC is a newly incorporated blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Each Unit consists of one share of Series A common stock of LMAC and one-fifth of one redeemable warrant of LMAC. Each whole warrant entitles the holder thereof to purchase one share of LMAC's Series A common stock for $11.50 per share, subject to adjustment, following the later of 30 days after the completion of LMAC's initial business combination and 12 months from the closing of the IPO. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to LMAC of $575 million. Concurrently with the IPO, LMAC completed the private sale of 10 million warrants to its sponsor, Liberty Media Acquisition Sponsor LLC (the “Sponsor”), a wholly-owned subsidiary of Liberty Media.

LMAC intends to search for a target in the media, digital media, music, entertainment, communications, telecommunications and technology industries. Liberty Media, through the Sponsor, owns 20% of LMAC’s issued and outstanding common stock and the Sponsor has committed to acquire $250 million of forward purchase units (each consisting of one share of LMAC’s Series B common stock and one-fifth of one warrant to purchase one share of LMAC’s Series A common stock) pursuant to a forward purchase agreement that will close substantially concurrently with the consummation of LMAC’s initial business combination. Liberty Media’s ownership interest in LMAC will consist primarily of Series B common stock following the consummation of LMAC’s initial business combination, and is initially being attributed to the Formula One Group tracking stock.

Discussion of Results

Unless otherwise noted, the following discussion compares financial information for the three months or year ended December 31, 2020 to the same period in 2019.

LIBERTY SIRIUSXM GROUP – The following table provides the financial results attributed to Liberty SiriusXM Group for the fourth quarter and full year 2020. Approximately $7 million and $41 million of corporate level selling, general and administrative expense (including stock-based compensation expense) was allocated to the Liberty SiriusXM Group in the fourth quarter and full year 2020, respectively.

The financial results above include the results of Pandora beginning February 1, 2019, the date SiriusXM completed the acquisition of Pandora. Pro forma results for SiriusXM including Pandora for 2019, including adjustments related to amortization of acquired intangible assets, depreciation of property and equipment, acquisition costs, fair value of gain or loss on the Pandora investment and associated tax impacts, can be found in Liberty Media’s Form 10-K for the year ended December 31, 2020.

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 fourth quarter and full year results on February 2, 2021. For additional detail on SiriusXM’s financial results, please see SiriusXM’s earnings release posted to its 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.

The businesses and assets attributed to Liberty SiriusXM Group consist primarily of Liberty Media’s interests in SiriusXM, which includes its subsidiary Pandora, and Live Nation.

FORMULA ONE GROUP – The following table provides the financial results attributed to the Formula One Group for the fourth quarter and full year 2020. Approximately $13 million and $46 million of corporate level selling, general and administrative expense (including stock-based compensation expense) was allocated to the Formula One Group in the fourth quarter and full year 2020, respectively.

“I am thrilled to join the Formula 1 organization and continue to build on the strong foundation set by Chase Carey and the team,” said Stefano Domenicali, Formula 1 President and CEO. “We are planning a record-setting 23 race calendar in 2021 and continue to work with governments, promoters and local organizations as we navigate COVID-19 protocols and regulations. We’ve been excited to see drivers, celebrities and fans engage as we once again hosted the F1 Esports Virtual Grand Prix in 2021 and we look forward to the start of the season in Bahrain on March 28^th.”

The following table provides the operating results of Formula 1 (“F1”).

F1 Operating Results

Due to the COVID-19 pandemic, the start of the 2020 season was postponed until early July, with certain races cancelled and others rescheduled to later dates. The 2020 revised calendar consisted of 17 events beginning July 5^th and ending December 13^th. Fans were only in attendance in reduced numbers at three races in 2020.

Primary F1 revenue represents the majority of F1’s revenue and is derived from (i) race promotion fees, (ii) broadcasting fees and (iii) advertising and sponsorship fees. For the year ended December 31, 2020, these revenue streams comprised 12%, 55% and 17%, respectively, of total F1 revenue.

Primary F1 revenue increased in the fourth quarter primarily due to growth in broadcast revenue as a result of the pro-rata recognition of such revenue, with 7 of the 17 races taking place in the fourth quarter of 2020 compared to 5 of the 21 races taking place in the fourth quarter of 2019, partly offset by the impact of one-time contract fee renegotiations with certain broadcasters for 2020. Race promotion and advertising & sponsorship revenue both declined in the fourth quarter. Race promotion revenue was limited as fans were prohibited from attending all but two races during the fourth quarter. Advertising & sponsorship fees declined driven by one-time changes in sponsorship contracts due to the cancellation of races to which contracted sponsorship inventory specifically related and the limited activities at the races, including hospitality.

Primary F1 revenue declined in the full year. Race promotion revenue decreased as fans were prohibited from attending all but three races, which led to one-time changes in the contractual terms of the originally scheduled races that remained on the 2020 calendar and limited revenue generated from the replacement races that were added. Broadcast revenue decreased as the altered schedule triggered lower fees pursuant to the contractual terms of certain broadcast agreements, as well as other one-time contract negotiations that took place in 2020. Advertising & sponsorship revenue declined as F1 was prevented from delivering all elements of a typical sponsorship offering due to the cancellation of certain events to which contracted sponsorship inventory related and the limited activities available at the races, including hospitality. This led to a number of one-time changes in sponsorship fees for 2020, and in some cases the deferral of revenue related to undelivered sponsorship contract rights into future years.

Other F1 revenue decreased in the fourth quarter due to the non-operation of the Paddock Club at all events but one race, and even then with strictly limited capacity, and lower freight revenue driven by fewer flyaway races, partially offset by increased revenue from the F2 and F3 support series as there were two additional races in the current period compared to the prior year. For the full year, other F1 revenue decreased due to less races held, the non-operation of the Paddock Club and lower freight revenue, partially offset by increases in licensing and digital media income driven primarily by growth in F1 TV subscriptions.

Operating loss grew and adjusted OIBDA decreased in the fourth quarter and full year 2020. Team payments increased in the fourth quarter due to the pro rata recognition of prize fund payments across the race season, and team payments decreased in the full year driven by the contraction in F1 revenue and the associated impact on the calculation of variable elements of team payments. Team payments in 2020 included one-time fees paid to teams upon signing the 2021 Concorde Agreement.

Other cost of F1 revenue is largely variable in nature and mostly relates to revenue opportunities. These costs decreased in the fourth quarter and full year due to lower hospitality and lower freight costs from fewer, logistically cheaper races. Selling, general and administrative expense decreased in the fourth quarter and full year primarily due to lower personnel and other expenses and reduced discretionary marketing expense.

The Liberty SiriusXM Group holds an approximate 2.2% intergroup interest (5.3 million notional shares) in the Formula One Group as of January 31, 2021. These shares are not included in the outstanding share count of Formula One Group in Liberty Media’s most recent Form 10-K. Assuming the issuance of the shares underlying this intergroup interest, the Formula One Group outstanding share count as of January 31, 2021 would have been 237 million.

The businesses and assets attributed to the Formula One Group consist of Liberty Media’s subsidiary F1 and other minority investments, including Liberty Media Acquisition Corporation, AT&T and an inter-group interest in the Braves Group.

BRAVES GROUP - The following table provides the financial results attributed to the Braves Group for the fourth quarter and full year 2020. Approximately $2 million and $7 million of corporate level selling, general and administrative expense (including stock-based compensation expense) was allocated to the Braves Group in the fourth quarter and full year 2020, respectively.

The following table provides the operating results of Braves Holdings, LLC (“Braves”).

Braves Operating Results

Due to the outbreak of COVID-19, MLB postponed the start of the 2020 season until late July. The regular season included 60 games (30 home and 30 away) beginning July 24^th and ending September 27^th. Accordingly, the majority of Braves revenue in 2020 was recognized during the third quarter with modest postseason revenue recognized in the fourth quarter, compared to an ordinary 162 game season with revenue recognized primarily over the second and third quarters. There were no fans in attendance during the 2020 season.

Baseball revenue is comprised of (i) ballpark operations (ticket sales, concessions, corporate sales, retail, suites, premium seat fees and postseason), (ii) local broadcast rights and (iii) national broadcast, licensing and other shared MLB revenue streams. Development revenue is derived from the Battery Atlanta mixed-use facilities and primarily includes rental income.

Baseball revenue was flat in the fourth quarter despite more postseason games held given the structure of the MLB postseason to accommodate COVID-19 safety protocols. The decrease in baseball revenue for the full year was primarily driven by fewer games held without fans, which led to lower ballpark operations revenue from decreased ticket and concession sales. Fewer games also negatively impacted broadcasting revenue. Development revenue increased in the fourth quarter primarily due to increased parking revenue and decreased for the full year driven by the deferral of rental income from certain tenants at the mixed-use development.

Operating loss and adjusted OIBDA loss improved in the fourth quarter due to lower team costs and postseason operating expense as games were not held at Truist Park, as well as reduced marketing spend and winter player development expense. For the full year, operating loss increased and adjusted OIBDA declined. Lower revenue was partially offset by decreased operating expense as a result of lower player salaries, as players were paid a pro-rata portion of their salaries. Additionally, the Braves had lower facility and game day expenses driven by fewer games with no fans and lower selling, general and administrative expense primarily due to reduced marketing expense.

The Formula One Group holds an approximate 11.1% intergroup interest (6.8 million notional shares) and the Liberty SiriusXM Group holds an approximate 3.7% intergroup interest (2.3 million notional shares) in the Braves Group as of January 31, 2021. These shares are not included in the outstanding share count of the Braves Group in Liberty Media’s most recent Form 10-K. Assuming the issuance of the shares underlying these intergroup interests, the Braves Group outstanding share count as of January 31, 2021 would have been 61 million.

The businesses and assets attributed to the Braves Group consist primarily of Liberty Media’s subsidiary the Braves, which indirectly owns the Atlanta Braves Major League Baseball Club, four minor league baseball clubs (as of 2021) and certain assets and liabilities associated with the Braves’ ballpark and mixed-use development project.

Share Repurchases

From November 1, 2020 through January 31, 2021, Liberty SiriusXM Group repurchased approximately 925 thousand Series C Liberty SiriusXM shares (Nasdaq: LSXMK) at an average cost per share of $41.23 for total cash consideration of $38 million and repurchased approximately 1.5 million Series A Liberty SiriusXM shares (Nasdaq: LSXMA) at an average cost per share of $41.10 for total cash consideration of $61 million.

The total remaining repurchase authorization for Liberty Media as of February 1, 2021 is approximately $1.0 billion and can be applied to repurchases of Series A and Series C shares of any of the Liberty Media Corporation tracking stocks.

FOOTNOTES

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 consolidated balance sheet and statement of operations to be included in its Form 10-K for the year ended December 31, 2020.

Fair Value of Corporate Public Holdings

Fair Value of Intergroup Assets and Liabilities

The intergroup interests represent quasi-equity interests which are not represented by outstanding shares of common stock; rather, the Formula One Group and Liberty SiriusXM Group have attributed interests in the Braves Group, which are generally stated in terms of a number of shares of Liberty Braves common stock, and the Liberty SiriusXM Group also has an attributed interest in the Formula One Group, which is generally stated in terms of a number of shares of Liberty Formula One common stock. Each reporting period, the notional shares representing the intergroup interests are marked to fair value. The changes in fair value are recorded in the unrealized gain (loss) on the intergroup interest line item in the unaudited attributed consolidated statements of operations. The intergroup interests will remain outstanding until the redemption of the outstanding interests, at the discretion of Liberty Media’s Board of Directors, through transfer of securities, cash and/or other assets from the Braves Group or Formula One Group, respectively, to the respective tracking stock group.

The Live Nation call spread was issued in connection with the reattribution between Liberty SiriusXM Group and Formula One Group in April 2020. Formula One Group bought from Liberty SiriusXM Group a European call option on 34.8 million Live Nation shares with a strike price of $36.72 (the “Reattribution Price”). Simultaneously, Formula One Group sold to Liberty SiriusXM Group a European call option on 34.8 million Live Nation shares with a strike price of $47.74, a 30% premium to the Reattribution Price. The call spread matures on April 22, 2021 and is included within Other Current Assets and Other Current Liabilities on Liberty Media’s unaudited attributed condensed consolidated balance sheet.

Cash and Debt

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

Total cash, liquid investments and restricted cash attributed to Liberty SiriusXM Group increased $860 million during the fourth quarter as additional borrowing at Liberty SiriusXM and SiriusXM and cash from operations at SiriusXM more than offset return of capital. Included in the cash, liquid investments and restricted cash balance attributed to Liberty SiriusXM Group at December 31, 2020 is $83 million 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 $1.6 billion during the fourth quarter due to borrowing under SiriusXM’s revolving credit facility and additional debt raised at Liberty SiriusXM Group. On November 12, 2020, Liberty Media closed a private offering of $920 million of 0.50% exchangeable senior debentures due 2050 including the exercise of the greenshoe. The number of shares of Live Nation common stock attributable to a debenture represents an initial exchange price of $90.10 per share. A total of approximately 10.2 million shares of Live Nation common stock are attributable to the debentures. Net proceeds are expected to be used for general corporate purposes, which may include the future repayment of indebtedness, including Liberty’s 2.25% Exchangeable Senior Debentures due 2048, and the settlement of the call spread between the Formula One Group and the Liberty SiriusXM Group related to 34.8 million shares of Liberty’s Live Nation common stock. Additionally, the Live Nation margin loan was amended in November 2020, reducing the borrowing capacity to $200 million, increasing the interest rate to LIBOR plus 2.0%, decreasing the undrawn commitment fee to 0.5% per annum and extending the maturity date to December 9, 2022. The shares of Live Nation common stock underlying the margin loan was reduced from 53.7 million to 9.0 million following the amendment.

Subsequent to quarter end, Liberty Media amended its SiriusXM margin loan agreement, increasing borrowing capacity to $1.75 billion and extending the maturity to March 2024. There are 1.0 billion eligible pledged shares of SiriusXM common stock that collateralize the SiriusXM margin loan agreement. On February 24, 2021, Liberty Media borrowed an additional $125 million under the margin loan.

Total cash and liquid investments attributed to Formula One Group increased $98 million during the fourth quarter, primarily as a result of operating cash flow at F1 primarily due to the timing of cash payments and receipts with commercial partners. Total debt attributed to Formula One Group was flat in the fourth quarter.

Total cash, liquid investments and restricted cash attributed to the Braves Group decreased $55 million during the fourth quarter driven by net debt repayment, capital expenditures related to the mixed-use development and cash used for operations at the Braves in the postseason.

Total debt attributed to the Braves Group decreased $40 million during the fourth quarter due to the repayment under the Braves team revolver, partially offset by increased borrowing to fund the mixed-use development. On January 29, 2021, the Braves amended one of the debt agreements of the mixed-use loans, waiving the debt yield covenant until the quarter ending June 30, 2021. The second phase of the Battery Atlanta mixed-use development is currently on-time and on-budget. It is expected to cost approximately $200 million, of which the Braves and affiliated entities have already funded approximately $55 million in equity and $85 million in debt, with $60 million incremental debt funding remaining.

Important Notice: Liberty Media Corporation (Nasdaq: LSXMA, LSXMB, LSXMK, FWONA, FWONK, BATRA, BATRK) President and CEO, Greg Maffei, will discuss Liberty Media's earnings release in a conference call which will begin at 10:00 a.m. (E.S.T.) on February 26, 2021. The call can be accessed by dialing (800) 289-0571 or (720) 543-0206, passcode 7511151 at least 10 minutes prior to the start time. The call will also be broadcast live across the Internet and archived on our website. To access the webcast go to http://www.libertymedia.com/events. Links to this press release will also be available on the Liberty Media website.

This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about business strategies, market potential, future financial performance and prospects, LMAC’s initial business combination, Formula 1’s race calendar and new races, timing, costs and funding associated with the Battery Atlanta mixed-use development and new Braves facilities, the continuation of our stock repurchase plan, and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, possible changes in market acceptance of new products or services, regulatory matters affecting our businesses, the unfavorable outcome of pending or future litigation, the failure to realize benefits of acquisitions (including SiriusXM’s acquisition of Pandora), rapid technological and industry change, failure of third parties to perform, changes in consumer protection laws and their enforcement, continued access to capital on terms acceptable to Liberty Media, changes in law, including consumer protection laws, and their enforcement, the impact of COVID-19, including on general market conditions and the ability of Formula 1, the Braves and Live Nation to hold live events and fan attendance at such events, and market conditions conducive to stock repurchases. These forward-looking statements speak only as of the date of this press release, and Liberty Media expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Liberty Media's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Liberty Media, including the most recent Form 10-K, for additional information about Liberty Media and about the risks and uncertainties related to Liberty Media's business which may affect the statements made in this press release.