猫咪社区 Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Basis of Presentation

Basis of Presentation	3 Months Ended
Mar. 31, 2023
Basis of Presentation	(1)听听听Basis of Presentation The accompanying condensed consolidated financial statements include all the accounts of 猫咪社区 and its controlled subsidiaries ("猫咪社区," the "Company," "we," "us," or "our" unless the context otherwise requires). All significant intercompany accounts and transactions have been eliminated. 猫咪社区, 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. 猫咪社区鈥檚 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, 2022, 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 猫咪社区's Annual Report on Form聽10-K for the year ended December 31, 2022. 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. 猫咪社区 holds investments that are accounted for using the equity method. 猫咪社区 does not control the decision making process or business management practices of these affiliates. Accordingly, 猫咪社区 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, 猫咪社区 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 猫咪社区's condensed consolidated financial statements. 猫咪社区 has entered into certain agreements with Qurate Retail, Inc. (鈥淨urate Retail鈥�), 猫咪社区 TripAdvisor Holdings, Inc. (鈥淭ripCo鈥�), 猫咪社区 Broadband Corporation (鈥溍ㄟ渖缜� Broadband鈥�) and 猫咪社区 Media Acquisition Corporation (鈥淟MAC鈥�), all of which are, or were (in the case of LMAC) 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, other than 猫咪社区鈥檚 equity interest in LMAC prior to its liquidation and dissolution in December 2022. These agreements include Reorganization Agreements (in the case of Qurate Retail and 猫咪社区 Broadband only), Services Agreements, Facilities Sharing Agreements and Tax Sharing Agreements (in the case of 猫咪社区 Broadband only). In addition, as a result of certain corporate transactions, 猫咪社区 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 猫咪社区 and each of Qurate Retail and 猫咪社区 Broadband, including certain cross-indemnities. Pursuant to the Services Agreements, 猫咪社区 provides Qurate Retail, TripCo, 猫咪社区 Broadband and LMAC (prior to termination) with general and administrative services including legal, tax, accounting, treasury and investor relations support. Qurate Retail, TripCo and 猫咪社区 Broadband reimburse 猫咪社区 for direct, out-of-pocket expenses incurred by 猫咪社区 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. TripCo, 猫咪社区 Broadband and LMAC (prior to termination) reimburse 猫咪社区 for shared services and personnel based on a flat fee. Under the Facilities Sharing Agreements, 猫咪社区 shares office space and related amenities at its corporate headquarters with Qurate Retail, TripCo, 猫咪社区 Broadband and LMAC (prior to termination) at 猫咪社区鈥檚 corporate headquarters. Under these various agreements, approximately $4 million and $6 million of these allocated expenses were reimbursed to 猫咪社区 during the three months ended March 31, 2023 and 2022, respectively. In December 2019, each of TripCo, 猫咪社区 Broadband and Qurate Retail (collectively, the 鈥淪ervice Companies鈥�) entered into an amendment to its respective services agreement with 猫咪社区 in connection with 猫咪社区's entry into a new employment arrangement with Gregory B. Maffei, 猫咪社区's President and Chief Executive Officer. Under the amended services agreements, components of Mr. Maffei's compensation are either paid directly to him by each Service Company or reimbursed to 猫咪社区, in each case, based on allocations among 猫咪社区 and the Service Companies set forth in the respective amended services agreement. 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�

Basis of Presentation

3 Months Ended

Mar. 31, 2023

(1)听听听Basis of Presentation

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

猫咪社区, 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. 猫咪社区鈥檚 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, 2022, 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 猫咪社区's Annual Report on Form聽10-K for the year ended December 31, 2022.

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.

猫咪社区 holds investments that are accounted for using the equity method. 猫咪社区 does not control the decision making process or business management practices of these affiliates. Accordingly, 猫咪社区 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, 猫咪社区 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 猫咪社区's condensed consolidated financial statements.

猫咪社区 has entered into certain agreements with Qurate Retail, Inc. (鈥淨urate Retail鈥�), 猫咪社区 TripAdvisor Holdings, Inc. (鈥淭ripCo鈥�), 猫咪社区 Broadband Corporation (鈥溍ㄟ渖缜� Broadband鈥�) and 猫咪社区 Media Acquisition Corporation (鈥淟MAC鈥�), all of which are, or were (in the case of LMAC) 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, other than 猫咪社区鈥檚 equity interest in LMAC prior to its liquidation and dissolution in December 2022. These agreements include Reorganization Agreements (in the case of Qurate Retail and 猫咪社区 Broadband only), Services Agreements, Facilities Sharing Agreements and Tax Sharing Agreements (in the case of 猫咪社区 Broadband only). In addition, as a result of certain corporate transactions, 猫咪社区 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 猫咪社区 and each of Qurate Retail and 猫咪社区 Broadband, including certain cross-indemnities. Pursuant to the Services

Agreements, 猫咪社区 provides Qurate Retail, TripCo, 猫咪社区 Broadband and LMAC (prior to termination) with general and administrative services including legal, tax, accounting, treasury and investor relations support. Qurate Retail, TripCo and 猫咪社区 Broadband reimburse 猫咪社区 for direct, out-of-pocket expenses incurred by 猫咪社区 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. TripCo, 猫咪社区 Broadband and LMAC (prior to termination) reimburse 猫咪社区 for shared services and personnel based on a flat fee. Under the Facilities Sharing Agreements, 猫咪社区 shares office space and related amenities at its corporate headquarters with Qurate Retail, TripCo, 猫咪社区 Broadband and LMAC (prior to termination) at 猫咪社区鈥檚 corporate headquarters. Under these various agreements, approximately $4 million and $6 million of these allocated expenses were reimbursed to 猫咪社区 during the three months ended March 31, 2023 and 2022, respectively.

In December 2019, each of TripCo, 猫咪社区 Broadband and Qurate Retail (collectively, the 鈥淪ervice Companies鈥�) entered into an amendment to its respective services agreement with 猫咪社区 in connection with 猫咪社区's entry into a new employment arrangement with Gregory B. Maffei, 猫咪社区's President and Chief Executive Officer. Under the amended services agreements, components of Mr. Maffei's compensation are either paid directly to him by each Service Company or reimbursed to 猫咪社区, in each case, based on allocations among 猫咪社区 and the Service Companies set forth in the respective amended services agreement.

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�