Revenue Recognition | Note 4. Revenue Recognition Contracts with Customers For the years ended June 30, 2021, 2020 and 2019, all revenue recognized in the consolidated and combined statements of operations is considered to be revenue from contracts with customers in accordance with ASC Topic 606 except for $24,325 of revenues from (i)Arena License Agreements, (ii)leases, and (iii)subleases, which are accounted for in accordance with ASC Topic 842 for Fiscal Year 2021. In Fiscal Year 2021, the Company did not have any material provision for credit losses on receivables or contract assets arising from contracts with customers. The allowance for credit losses associated with contracts with customers was $5,577 and $9,135 as of June30, 2021 and 2020, respectively. The net decrease in allowance for credit losses in Fiscal Year 2021 was due to a net accounts receivable write off of $4,026, partially offset by an increase in provisions for credit losses of $468. The Company recognizes revenue when, or as, performance obligations under the terms of a contract are satisfied, which generally occurs when, or as, control of promised goods or services are transferred to customers. Revenue is measured as the amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services (“transaction price”). To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the most likely amount to which the Company expects to be entitled. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and the determination of whether to include such estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information that is reasonably available. The Company accounts for taxes collected from customers and remitted to governmental authorities on a net basis and excludes these amounts from revenues. In addition, the Company defers certain costs to fulfill the Company’s contracts with customers to the extent such costs relate directly to the contracts, are expected to generate resources that will be used to satisfy the Company’s performance obligations under the contracts and are expected to be recovered through revenue generated under the contracts. Contract fulfillment costs are expensed as the Company satisfies the related performance obligations. In connection with the Entertainment Distribution, the Company entered into Arena License Agreements with MSG Sports that require the Knicks and the Rangers to play their home games at The Garden. These agreements also provide for the provision of certain services by the Company to MSG Sports in connection with MSG Sports events that are held at The Garden and include revenue-sharing provisions for certain agreements entered into by the Company and MSG Sports. The Arena License Agreements contain both lease and non-lease non-lease Arrangements with Multiple Performance Obligations The Company enters into arrangements with multiple performance obligations, such as multi-year sponsorship agreements which may derive revenues for both the Company as well as MSG Sports within a single arrangement. The Company also derives revenue from similar types of arrangements which are entered into by MSG Sports. Payment terms for such arrangements can vary by contract, but payments are generally due in installments throughout the contractual term. The performance obligations included in each sponsorship agreement vary and may include advertising and other benefits such as, but not limited to, signage at The Garden and the Company’s other venues, digital advertising, event or property specific advertising, as well as non-advertising The timing of revenue recognition for each performance obligation is dependent upon the facts and circumstances surrounding the Company’s satisfaction of its respective performance obligation. The Company allocates the transaction price for such arrangements to each performance obligation within the arrangement based on the estimated relative standalone selling price of the performance obligation. The Company’s process for determining its estimated standalone selling prices involves management’s judgment and considers multiple factors including company specific and market specific factors that may vary depending upon the unique facts and circumstances related to each performance obligation. Key factors considered by the Company in developing an estimated standalone selling price for its performance obligations include, but are not limited to, prices charged for similar performance obligations, the Company’s ongoing pricing strategy and policies, and consideration of pricing of similar performance obligations sold in other arrangements with multiple performance obligations. The Company may incur costs such as commissions to obtain its multi-year sponsorship agreements. The Company assesses such costs for capitalization on a contract by contract basis. To the extent costs are capitalized, the Company estimates the useful life of the related contract asset which may be the underlying contract term or the estimated customer life depending on the facts and circumstances surrounding the contract. The contract asset is amortized over the estimated useful life. Principal versus Agent Revenue Recognition The Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service before transfer to the customer. When the Company concludes that it controls the good or service before transfer to the customer, the Company is considered a principal in the transaction and records revenue on a gross basis. When the Company concludes that it does not control the good or service before transfer to the customer but arranges for another entity to provide the good or service, the Company acts as an agent and records revenue on a net basis in the amount it earns for its agency service. Revenue for the Company’s suite license arrangements is recorded on a gross basis, as the Company is the principal in such transactions and controls the related goods or services before transfer to the customer. MSG Sports is entitled to a share of the Company’s suite license revenue pursuant to the terms of the Arena License Agreements, which is recognized in the consolidated and combined statements of operations as a component of direct operating expenses. For sponsorship agreements entered into by the Company or by MSG Sports that contain performance obligations satisfied solely by the Company, revenue is generally recorded on a gross basis as the Company is the principal with respect to such performance obligations and controls the related goods or services before transfer to the customer. In accordance with the Arena License Agreements, MSG Sports is entitled to a share of the revenue generated from certain signage performance obligations where the Company is the principal. The Company records this signage revenue on a gross basis and MSG Sports’ share of such revenue as a component of direct operating expenses within the combined statement of operations. For Fiscal Years 2021, 2020 and 2019, the Company recorded revenue-sharing expense of $1,025, $110,002, and $145,723, respectively, for MSG Sports’ share of the Company’s revenues from (i) suite license, (ii) certain signage and sponsorship, and (iii) food and beverage based upon the provisions of the underlying contractual arrangements for the period subsequent to the Entertainment Distribution, and on the basis of direct usage when specifically identified or allocated proportionally for all prior periods. In connection with the Entertainment Distribution, the Company entered into advertising sales representation agreements with certain subsidiaries of MSG Sports. Pursuant to these agreements, the Company has the exclusive right and obligation to sell sponsorship assets on behalf of the respective subsidiaries of MSG Sports. The Company is entitled to both fixed and variable commissions under the terms of these agreements. The Company recognizes the fixed component ratably over the term of the arrangement which corresponds with the Company’s satisfaction of its service-based performance obligations. Variable commissions are earned and recognized as the related sponsorship performance obligations are satisfied by MSG Sports. The Company is not the principal in such arrangements as it does not control the related goods or services prior to transfer to the customer. Since the Company acts as an agent under these arrangements, the Company recognizes the advertising commission revenue on a net basis. The Company is also party to an advertising sales representation agreement with MSG Networks. Pursuant to the agreement, the Company has the exclusive right and obligation to sell advertising on behalf of MSG Networks. The Company is entitled to and earns commission revenue as the advertisements are aired on MSG Networks. Since the Company acts as an agent, the Company recognizes the advertising commission revenue on a net basis. In connection with the Merger with MSG Networks, these revenues will be eliminated retrospectively on a consolidated basis beginning Fiscal Year 2022. The Company’s revenue recognition policies that summarize the nature, amount, timing and uncertainty associated with each of the Company’s revenue sources are discussed further in each respective segment discussion below. Entertainment Segment The Company earns event related revenues principally from the sale of tickets for events that the Company produces or promotes/co-promotes, promote/co-promote. The Company’s revenues also include revenue from the license of The Garden’s suites. Suite license arrangements are generally multi-year fixed-fee The Company also earns revenues from the sale of advertising in the form of venue signage and other forms of sponsorship, which are not related to any specific event of the Company or MSG Sports. The Company’s performance obligations with respect to this advertising are satisfied as the related benefits are delivered over the term of the respective agreements. The Company’s advertising sales representation commissions are reported within the Entertainment segment. Amounts collected in advance of the Company’s satisfaction of its contractual performance obligations are recorded as a contract liability within deferred revenue and are recognized as the Company satisfies the related performance obligations. Amounts collected in advance of events for which the Company is not the promoter or co-promoter Tao Group Hospitality Segment Revenues from dining, nightlife and hospitality offerings through Tao Group Hospitality are recognized when food, beverages and/or services are provided to the customer as that is the point in which the related performance obligation is satisfied. In addition, management fee revenues which are earned in accordance with specific venue management agreements are recorded over the period in which the management services are performed as that reflects the measure of progress toward satisfaction of the Company’s venue management performance obligations. Disaggregation of Revenue The following table disaggregates the Company’s revenue by major source and reportable segment based upon the timing of transfer of goods or services to the customer, in accordance with ASC Subtopic 606-10-50-5, Year ended June 30, 2021 Entertainment Tao Group Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 14,062 $ 84,325 $ (1,522 ) $ 96,865 Sponsorship, signage and suite licenses (b) 16,308 4,736 (207 ) 20,837 Other (c) 27,586 11,105 (317 ) 38,374 Total revenues from contracts with customers $ 57,956 $ 100,166 $ (2,046 ) $ 156,076 Year ended June 30, 2020 Entertainment Tao Group Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 390,691 $ 161,663 $ (507 ) $ 551,847 Sponsorship, signage and suite licenses (b) 176,798 1,640 (1,091 ) 177,347 Other (c) 17,719 16,898 (875 ) 33,742 Total revenues from contracts with customers $ 585,208 $ 180,201 $ (2,473 ) $ 762,936 Year ended June 30, 2019 Entertainment Tao Group Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 529,737 $ 234,205 $ (852 ) $ 763,090 Sponsorship, signage and suite licenses (b) 243,843 1,788 (873 ) 244,758 Other (c) 23,478 17,658 (75 ) 41,061 Total revenues from contracts with customers $ 797,058 $ 253,651 $ (1,800 ) $ 1,048,909 (a) Consists of (i) ticket sales and other ticket-related revenues, (ii) Tao Group Hospitality’s entertainment dining and nightlife offerings, (iii) venue license fees from third-party promoters, and (iv) food, beverage and merchandise sales. Event-related revenues and entertainment, dining and nightlife offerings are recognized at a point in time. As such, these revenues have been included in the same category in the table above. (b) See sections “— Contracts with Customers — Arrangements with Multiple Performance Obligations”, “— Contracts with Customers — Principal versus Agent Revenue Recognition” and “— Contracts with Customers — Entertainment Segment” for further details on the pattern of recognition of sponsorship, signage and suite license revenues. (c) Primarily consists of (i) revenues from sponsorship sales and representation agreements with MSG Sports, (ii) advertising commission revenue from MSG Networks, and (ii) Tao Group Hospitality’s managed venue revenues. In addition to the disaggregation of the Company’s revenue by major source based upon the timing of transfer of goods or services to the customer disclosed above, the following table disaggregates the Company’s combined revenues by type of goods or services in accordance with the required entity-wide disclosure requirements of FASB ASC Subtopic 280-10-50-38 606-10-50-5 Year ended June 30, 2021 Entertainment (d) Tao Group Eliminations Total (d) Ticketing and venue license fee revenues (a) $ 8,311 $ — $ — $ 8,311 Sponsorship and signage, suite, and advertising commission revenues (b) 43,723 — (207 ) 43,516 Revenues from entertainment dining and nightlife offerings (c) — 100,166 (1,839 ) 98,327 Food, beverage and merchandise revenues 3,078 — — 3,078 Other 2,844 — — 2,844 Total revenues from contracts with customers $ 57,956 $ 100,166 $ (2,046 ) $ 156,076 Year ended June 30, 2020 Entertainment Tao Group Eliminations Total Ticketing and venue license fee revenues (a) $ 310,971 $ — $ — $ 310,971 Sponsorship and signage, suite, and advertising commission revenues (b) 200,092 — (1,091 ) 199,001 Revenues from entertainment dining and nightlife offerings (c) — 180,201 (1,382 ) 178,819 Food, beverage and merchandise revenues 62,341 — — 62,341 Other 11,804 — — 11,804 Total revenues from contracts with customers $ 585,208 $ 180,201 $ (2,473 ) $ 762,936 Year ended June 30, 2019 Entertainment Tao Group Eliminations Total Ticketing and venue license fee revenues (a) $ 420,285 $ — $ — $ 420,285 Sponsorship and signage, suite, and advertising commission revenues (b) 266,204 — (873 ) 265,331 Revenues from entertainment dining and nightlife offerings (c) — 253,651 (927 ) 252,724 Food, beverage and merchandise revenues 83,307 — — 83,307 Other 27,262 — — 27,262 Total revenues from contracts with customers $ 797,058 $ 253,651 $ (1,800 ) $ 1,048,909 (a) Amounts include ticket sales, including other ticket-related revenue, and venue license fees from the Company’s events such as (i) concerts, (ii) the presentation of the Christmas Spectacular, and (iii) other live entertainment and sporting events. (b) Beginning in Fiscal Year 2021, Sponsorship and signage, suite, and advertising commission revenues include revenues from sponsorship sales and representation agreements with MSG Sports. (c) Primarily consist of revenues from (i) entertainment dining and nightlife offerings and (ii) venue management agreements. (d) In addition to the various types of revenues disclosed above, total revenues of $180,401 in Fiscal Year 2021 include $24,325 of lease-related revenues recognized under ASC 842 within the Entertainment segment. See “— Lessor Arrangements” under Note 10 for further details. Contract Balances The timing of revenue recognition, billings and cash collections results in billed receivables, contract assets and contract liabilities on the consolidated balance sheet. For Fiscal Year 2021, the Company did not have any material impairment losses on contract assets arising from contracts with customers. The following table provides information about the opening and closing contract balances from the Company’s contracts with customers as of June 30, 2021, 2020 and 2019. June 30, 2021 2020 2019 Receivables from contracts with customers, net (a) $ 86,454 $ 59,828 $ 81,170 Contract assets, current (b) 7,052 3,850 6,873 Deferred revenue, including non-current (c) 210,037 193,112 197,047 (a) Receivables from contracts with customers, which are reported in Accounts receivable, net and Net related party receivables in the Company’s consolidated balance sheets, represent the Company’s unconditional rights to consideration under its contracts with customers. As of June 30, 2021, 2020 and 2019. the Company’s receivables from contracts with customers above included $4,848, $2,644 and $126, respectively, related to various related parties. See Note 20 for further details on these related party arrangements. (b) Contract assets, which are reported as Other current assets in the Company’s consolidated balance sheets, primarily relate to the Company’s rights to consideration for goods or services transferred to the customer, for which the Company does not have an unconditional right to bill as of the reporting date. Contract assets are transferred to accounts receivable once the Company’s right to consideration becomes unconditional. (c) Deferred revenue primarily relates to the Company’s receipt of consideration from a customer in advance of the Company’s transfer of goods or services to that customer. Deferred revenue is reduced and the related revenue is recognized once the underlying goods or services are transferred to the customer. Revenue recognized for the year ended June 30, 2021 and relating to the deferred revenue balance as of June 30, 2020 was $11,204. Transaction Price Allocated to the Remaining Performance Obligations The following table depicts the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of June 30, 2021. This primarily relates to performance obligations under sponsorship and suite license agreements that have original expected durations longer than one year and the considerations are not variable. In developing the estimated revenue, the Company applies the allowable practical expedient and does not disclose information about remaining performance obligations that have original expected durations of one year or less. Fiscal year ending June 30, 2022 $ 101,393 Fiscal year ending June 30, 2023 96,749 Fiscal year ending June 30, 2024 77,948 Fiscal year ending June 30, 2025 55,945 Fiscal year ending June 30, 2026 43,180 Thereafter 57,245 $ 432,460 |