Basis of Presentation |
6 Months Ended |
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Jun. 30, 2025 | |
Basis of Presentation | 听 |
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 (鈥溌槎棺钚鲁銎,鈥 the 鈥淐ompany,鈥 鈥渨e,鈥 鈥渦s,鈥 or 鈥渙ur鈥 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 most significant subsidiary is Delta Topco Limited (the parent company of Formula 1). Our most significant investment accounted for under the equity method is Live Nation Entertainment, Inc. (鈥淟ive Nation鈥). 听 Sirius XM Holdings Inc. (鈥淪irius XM Holdings鈥) was a subsidiary of the Company until the 麻豆最新出品 Sirius XM Holdings Split-Off (as defined in note 2) on September 9, 2024. 麻豆最新出品 Sirius XM Holdings Inc. (鈥溌槎棺钚鲁銎 Sirius XM Holdings鈥), which included Sirius XM Holdings, is presented as a discontinued operation in the Company鈥檚 condensed consolidated financial statements. See note 2 for details of the 麻豆最新出品 Sirius XM Holdings Split-Off. The accompanying (a) condensed consolidated balance sheet as of December 31, 2024, 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 (鈥淕AAP鈥) for interim financial information and the instructions to Form听10-Q and Article听10 of Regulation听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听10-K for the year ended December 31, 2024. 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)听fair value measurement of non-financial instruments and (ii)听accounting for income taxes to be its most significant estimates. 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鈥 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. On July 3, 2025, the Company acquired approximately 84% of the equity interests in Dorna Sports, S.L. (鈥淢otoGP鈥) for a preliminary purchase price of approximately $3.7 billion, funded with cash on hand and borrowings of $1.0 billion under the Incremental Term Loans, as defined in note 8. In December 2024, the Company agreed to pay 鈧126 million of the purchase price to the sellers in order to accommodate the European Commission鈥檚 extended regulatory review of the acquisition. The 鈧126 million, paid in January 2025, was considered prepaid purchase consideration and is included in other assets in the accompanying condensed consolidated balance sheet as of June 30, 2025 and December 31, 2024. Prior to the acquisition, the Company entered into foreign currency forward contracts for close to the full purchase price. A portion of the foreign currency forward contracts settled on June 30, 2025 and the remainder settled in July 2025. Due to the timing of the acquisition of MotoGP, the initial accounting for the acquisition was not complete at the time the accompanying condensed consolidated financial statements were issued. The Company is in the process of determining the preliminary fair value of the net assets acquired, which will primarily be comprised of goodwill, MotoGP鈥檚 rights holder agreement with the 贵茅诲茅谤补迟颈辞苍 Internationale de Motocyclisme and customer relationships. MotoGP is attributed to the Formula One Group, as defined in note 3. 麻豆最新出品 has entered into certain agreements with QVC Group, Inc., formerly known as Qurate Retail, Inc. (鈥淨VC Group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 Sirius XM Holdings and Atlanta Braves Holdings, Inc. (鈥淎tlanta Braves Holdings鈥), all of which are separate publicly traded companies, in order to govern our relationships with these companies. None of these companies has any stock ownership, beneficial or otherwise, in any of the others. These agreements include Reorganization Agreements (in the case of QVC Group, 麻豆最新出品 Broadband, 麻豆最新出品 Sirius XM Holdings and Atlanta Braves Holdings only), Services Agreements (in the case of QVC Group, TripCo, 麻豆最新出品 Broadband and Atlanta Braves Holdings only), Facilities Sharing Agreements (in the case of QVC Group, TripCo, 麻豆最新出品 Broadband and Atlanta Braves Holdings only), Tax Sharing Agreements (in the case of 麻豆最新出品 Broadband, 麻豆最新出品 Sirius XM Holdings and Atlanta Braves Holdings only) and an Aircraft Time Sharing Agreement (in the case of 麻豆最新出品 Broadband and Atlanta Braves Holdings only). In addition, as a result of certain corporate transactions, 麻豆最新出品 and QVC Group may have obligations to each other for certain tax related matters. Effective August 31, 2024, the Facilities Sharing Agreement and the Aircraft Time Sharing Agreement with Atlanta Braves Holdings were terminated and members of 麻豆最新出品 management that served as officers of Atlanta Braves Holdings stepped down from their positions with Atlanta Braves Holdings (with limited exceptions), even though they may continue to provide services on an as-needed basis for a de minimis expense. The Reorganization Agreements provide for, among other things, provisions governing the relationships between 麻豆最新出品 and each of QVC Group, 麻豆最新出品 Broadband, 麻豆最新出品 Sirius XM Holdings and Atlanta Braves Holdings, including certain cross-indemnities. Under the Facilities Sharing Agreements, 麻豆最新出品 shares office space and related amenities at its corporate headquarters with QVC Group, 麻豆最新出品 Broadband, TripCo until April 29, 2025 and Atlanta Braves Holdings until August 31, 2024. Pursuant to the Services Agreements, 麻豆最新出品 provides QVC Group, 麻豆最新出品 Broadband, Atlanta Braves Holdings and TripCo until April 29, 2025, with general and administrative services including legal, tax, accounting, treasury, information technology, cybersecurity and investor relations support. QVC Group, 麻豆最新出品 Broadband, Atlanta Braves Holdings and TripCo 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 QVC Group, QVC Group鈥檚 allocable portion of costs associated with any shared services or personnel based on an estimated percentage of time spent providing services to QVC Group. 麻豆最新出品 Broadband, Atlanta Braves Holdings and TripCo reimburse 麻豆最新出品 for shared services and personnel based on a flat fee. 麻豆最新出品 and QVC Group intend to transition various general and administrative services currently provided to QVC Group under the Services Agreement to members of the QVC, Inc. management team. As part of the transition, effective March 31, 2025, members of 麻豆最新出品 management that served as officers of QVC Group stepped down from their positions with QVC Group (with limited exceptions). Under these various agreements, approximately $4 million and $5 million of these allocated expenses were reimbursed to 麻豆最新出品 during the three months ended June 30, 2025 and 2024, respectively, and $9 million and $11 million during the six months ended June 30, 2025 and 2024, respectively. In July 2025, 麻豆最新出品 entered into a services agreement, facilities sharing agreement and aircraft time sharing agreement with GCI 麻豆最新出品, Inc. (鈥淕CI 麻豆最新出品鈥). Pursuant to the services agreement, 麻豆最新出品 will provide GCI 麻豆最新出品 with public company support services, including legal, tax, accounting, treasury, internal auditing and investor relations services. GCI 麻豆最新出品 will reimburse 麻豆最新出品 for all out-of-pocket expenses incurred by 麻豆最新出品 in providing the services and will pay a services fee that will be subject to review and evaluation for reasonableness on a quarterly basis. Seasonality Formula 1 recognizes the majority of its revenue and expenses in connection with the FIA Formula One World Championship (the 鈥淔1 Championship鈥) 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. QuintEvents, LLC鈥檚 (鈥淨uintEvents鈥) revenue is seasonal around its largest events, which are generally during the second and fourth quarters. |