Cover
Cover - shares | 3 Months Ended | |
Sep. 30, 2021 | Oct. 29, 2021 | |
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-39245 | |
Entity Registrant Name | MADISON SQUARE GARDEN ENTERTAINMENT CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-3755666 | |
Entity Address, Address Line One | Two Penn Plaza | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10121 | |
City Area Code | 212 | |
Local Phone Number | 465-6000 | |
Title of 12(b) Security | Class A Common Stock | |
Trading Symbol | MSGE | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001795250 | |
Current Fiscal Year End Date | --06-30 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | true | |
Amendment Description | In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the following Items of our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021 (the “Form 10-Q” or the “Original Filing”) have been partially amended and the complete text of those Items, as originally filed and as amended herein, is set out in this Quarterly Report on Form 10-Q/A (this “Form 10-Q/A”): Explanatory Note Part I—Item 1. Financial Statements Part I—Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Part I—Item 4. Controls and Procedures Part II—Item 1A. Risk Factors Part IV—Item 6. Exhibits The other Items of the Original Filing have not been amended and, accordingly, have not been repeated in this Form 10-Q/A. Please note that the only changes to the Original Filing are those related to the matters described below and only in the items listed above. Except as described above, no changes have been made to the Original Filing, and this Form 10-Q/A does not modify, amend or update any of the other financial information or other information contained in the Original Filing. In addition, in accordance with Securities and Exchange Commission (“SEC”) rules, this Form 10-Q/A includes updated certifications from our Chief Executive Officer and Chief Financial Officer as Exhibits 31.1, 31.2, 32.1 and 32.2. Otherwise, the information contained in this Form 10-Q/A is as of the date of the Original Filing and does not reflect any information or events occurring after the date of the Original Filing. Such subsequent information or events include, among others, the information and events described in our Annual Report on Form 10-K/A for the fiscal year ended June 30, 2021, which is being filed concurrently with this Form 10-Q/A, and the information and events described in our Current Reports on Form 8-K filed subsequent to the date of the Original Filing. For a description of such subsequent information and events, please read our reports filed pursuant to the Exchange Act, subsequent to the date of the Original Filing, which update and supersede certain information contained in the Original Filing and this Form 10-Q/A. | |
Class A Common Stock | ||
Entity Common Stock, Shares Outstanding | 27,324,977 | |
Class B Common Stock | ||
Entity Common Stock, Shares Outstanding | 6,866,754 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | |
Current Assets: | |||
Cash and cash equivalents | $ 1,331,450 | $ 1,516,992 | |
Restricted cash | [1] | 24,029 | 22,984 |
Accounts receivable, net | 178,449 | 184,613 | |
Net related party receivables | 44,316 | 31,916 | |
Prepaid income taxes | 1,850 | 12,772 | |
Prepaid expenses | 70,639 | 67,445 | |
Other current assets | 38,388 | 36,014 | |
Total current assets | 1,689,121 | 1,872,736 | |
Investments in nonconsolidated affiliates | 48,140 | 49,221 | |
Property and equipment, net | 2,284,729 | 2,156,292 | |
Right-of-use lease assets | 413,463 | 280,579 | |
Amortizable intangible assets, net | 186,169 | 198,274 | |
Indefinite-lived intangible assets | 63,801 | 63,801 | |
Goodwill | 500,181 | 502,195 | |
Other assets | 152,316 | 166,781 | |
Total assets | 5,337,920 | 5,289,879 | |
Current Liabilities: | |||
Accounts payable | 26,465 | 26,644 | |
Net related party payables, current | 21,213 | 23,173 | |
Current portion of long-term debt, net of deferred financing costs | 55,228 | 53,973 | |
Income taxes payable | 1,126 | 2,527 | |
Accrued liabilities: | |||
Employee related costs | 47,295 | 91,853 | |
Other accrued liabilities | 221,345 | 210,749 | |
Operating lease liabilities, current | 53,571 | 73,423 | |
Collections due to promoters | 61,652 | 37,877 | |
Deferred revenue | 265,950 | 209,651 | |
Total current liabilities | 753,845 | 729,870 | |
Long-term debt, net of deferred financing costs | 1,621,194 | 1,650,628 | |
Operating lease liabilities, noncurrent | 396,569 | 233,556 | |
Defined benefit and other postretirement obligations | 53,412 | 54,179 | |
Other employee related costs | 21,464 | 21,193 | |
Collections due to promoters, noncurrent | 0 | 6,625 | |
Deferred tax liabilities, net | 177,781 | 200,325 | |
Other liabilities | 77,238 | 75,263 | |
Total liabilities | 3,101,503 | 2,971,639 | |
Redeemable noncontrolling interests | 140,410 | 137,834 | |
Madison Square Garden Entertainment Corp. Stockholders' Equity: | |||
Preferred stock, par value $0.01, 15,000 shares authorized; none outstanding as of September 30, 2021 and June 30, 2021 | 0 | 0 | |
Additional paid-in capital | 2,293,157 | 2,294,775 | |
Accumulated deficit | (175,573) | (96,341) | |
Accumulated other comprehensive loss | (35,060) | (30,272) | |
Total Madison Square Garden Entertainment Corp. stockholders' equity | 2,082,866 | 2,168,502 | |
Nonredeemable noncontrolling interests | 13,141 | 11,904 | |
Total equity | 2,096,007 | 2,180,406 | |
Total liabilities, redeemable noncontrolling interests and equity | 5,337,920 | 5,289,879 | |
Common Class A [Member] | |||
Madison Square Garden Entertainment Corp. Stockholders' Equity: | |||
Common stock | 273 | 271 | |
Common Class B [Member] | |||
Madison Square Garden Entertainment Corp. Stockholders' Equity: | |||
Common stock | $ 69 | $ 69 | |
[1] | See Note 2 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K for more information regarding the nature of restricted cash. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 |
Preferred stock, par value (dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock | ||
Common stock, par value (dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares outstanding | 27,305,000 | 27,093,000 |
Class B Common Stock | ||
Common stock, par value (dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares outstanding | 6,867,000 | 6,867,000 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | ||
Income Statement [Abstract] | |||
Revenues | [1] | $ 294,510 | $ 170,546 |
Operating expenses: | |||
Direct operating expenses | [2] | 165,761 | 99,231 |
Selling, general and administrative expenses | [3] | 174,839 | 81,657 |
Depreciation and amortization | 29,430 | 28,410 | |
Impairment of long-lived assets | 7,818 | 0 | |
Restructuring charges | 0 | 19,927 | |
Operating loss | (83,338) | (58,679) | |
Other income (expense): | |||
Loss in equity method investments | (1,207) | (1,696) | |
Interest income | 775 | 772 | |
Interest expense | (9,248) | (5,273) | |
Miscellaneous income (expense), net | (2,547) | 34,017 | |
Nonoperating income (expense) | (12,227) | 27,820 | |
Loss from operations before income taxes | (95,565) | (30,859) | |
Income tax benefit (expense) | 18,910 | 9,457 | |
Net loss | (76,655) | (40,316) | |
Less: Net income (loss) attributable to redeemable noncontrolling interests | 365 | (630) | |
Less: Net income (loss) attributable to nonredeemable noncontrolling interests | 2,212 | (3,889) | |
Net loss attributable to Madison Square Garden Entertainment Corp.'s stockholders | $ (79,232) | $ (35,797) | |
Basic and diluted loss per common share attributable to Madison Square Garden Entertainment Corp.'s stockholders | $ (2.32) | $ (1.05) | |
Weighted-average number of common shares outstanding: | |||
Basic and diluted | 34,095 | 34,165 | |
[1] | Includes revenues from related parties of $4,187 and $2,823 for the three months ended September 30, 2021 and 2020, respectively. | ||
[2] | Includes net charges from related parties of $42,333 and $39,916 for the three months ended September 30, 2021 and 2020, respectively. | ||
[3] | Includes net charges to related parties of $(7,260) and $(10,047) for the three months ended September 30, 2021 and 2020, respectively. |
Consolidated Statements Of Op_2
Consolidated Statements Of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transaction [Line Items] | ||
Revenues from related party | $ 4,187 | $ 2,823 |
Direct operating expenses from (to) related parties | 42,333 | 39,916 |
Selling, general and administrative expenses from (to) related parties | $ (7,260) | $ (10,047) |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (76,655) | $ (40,316) |
Other comprehensive income (loss), before income taxes: | ||
Amortization of actuarial loss included in net periodic benefit cost | 510 | 478 |
Amortization of prior service credit included in net periodic benefit cost | 0 | 0 |
Total recognized in other comprehensive income (loss) | 510 | 478 |
Cumulative translation adjustments | (6,418) | 13,951 |
Other comprehensive income (loss), before income taxes | (5,908) | 14,429 |
Income tax benefit (expense) related to items of other comprehensive income (loss) | 1,120 | (2,732) |
Other comprehensive income (loss), net of income taxes | (4,788) | 11,697 |
Comprehensive loss | (81,443) | (28,619) |
Less: Net income (loss) attributable to redeemable noncontrolling interests | 2,212 | (3,889) |
Less: Net income (loss) attributable to nonredeemable noncontrolling interests | 365 | (630) |
Comprehensive loss attributable to Madison Square Garden Entertainment Corp.'s stockholders | $ (84,020) | $ (24,100) |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (76,655) | $ (40,316) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 29,430 | 28,410 |
Impairment of long-lived assets | 7,818 | 0 |
Amortization of deferred financing costs | 2,184 | 485 |
Benefit from deferred income taxes | (20,036) | (9,590) |
Share-based compensation expense | 19,528 | 16,156 |
Loss in equity method investments | 1,207 | 1,696 |
Net unrealized loss (gains) on equity investments with readily determinable fair value | 2,460 | (33,658) |
Provision for credit losses | 437 | 645 |
Other non-cash adjustments | (89) | (325) |
Change in assets and liabilities: | ||
Accounts receivable | 5,546 | (5,508) |
Receivables from related parties, net of payables | (14,180) | (15,472) |
Prepaid expenses and other assets | 17,202 | 12,626 |
Accounts payable | 191 | (9,518) |
Accrued and other liabilities | (47,232) | (45,323) |
Collections due to promoters, including noncurrent portion | 17,150 | (8,498) |
Deferred revenue | 56,299 | 11,386 |
Operating lease right-of-use assets and lease liabilities | 5,728 | 1,577 |
Net cash provided by (used in) operating activities | 6,988 | (95,227) |
Cash flows from investing activities: | ||
Capital expenditures | (137,271) | (113,799) |
Capitalized interest | (9,326) | (355) |
Proceeds from maturity of short-term investments | 0 | 300,000 |
Cash received for notes receivable | 0 | 6,328 |
Other investing activities | 295 | 60 |
Net cash (used in) provided by investing activities | (146,302) | 192,234 |
Cash flows from financing activities: | ||
Taxes paid in lieu of shares issued for equity-based compensation | (14,903) | (8,071) |
Noncontrolling interest holders' capital contributions | 872 | 200 |
Distribution to related parties associated with the settlement of certain share-based awards | (516) | 0 |
Repayment of revolving credit facility | (15,000) | 0 |
Principal repayments on long-term debt | (15,250) | (8,125) |
Net cash used in financing activities | (44,797) | (15,996) |
Effect of exchange rates on cash, cash equivalents and restricted cash | (386) | 5,814 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (184,497) | 86,825 |
Cash, cash equivalents and restricted cash at beginning of period | 1,539,976 | 1,121,141 |
Cash, cash equivalents and restricted cash at end of period | 1,355,479 | 1,207,966 |
Non-cash investing and financing activities: | ||
Investments and loans to nonconsolidated affiliates | 547 | 0 |
Capital expenditures incurred but not yet paid | 122,469 | 78,100 |
Share-based compensation capitalized in property and equipment | $ 751 | $ 866 |
Consolidated Statements Of Equi
Consolidated Statements Of Equity And Redeemable Noncontrolling Interests (Unaudited) - USD ($) $ in Thousands | Total | Revision of Prior Period, Adjustment | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-In Capital | Retained Earnings | Retained EarningsRevision of Prior Period, Adjustment | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | Total Company Divisional Equity | Total Company Divisional EquityRevision of Prior Period, Adjustment | Total Company Divisional EquityCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss | Non-redeembable Noncontrolling Interest | Redeemable Noncontrolling Interests |
Beginning balance at Jun. 30, 2020 | $ 2,299,504 | $ 2,376 | $ 338 | $ 2,285,709 | $ 50,246 | $ 2,376 | $ 2,287,301 | $ 2,376 | $ (48,992) | $ 12,203 | ||||
Beginning balance (Accounting Standards Update 2016-13) at Jun. 30, 2020 | $ (480) | $ (480) | $ (480) | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net loss | (35,797) | 290 | (35,797) | (35,797) | ||||||||||
Net income (loss) attributable to nonredeemable noncontrolling interests | (3,889) | (630) | ||||||||||||
Net income (loss) including portion attributable to nonredeemable noncontrolling interests | (36,427) | |||||||||||||
Other comprehensive income (loss) | 11,697 | 11,697 | 11,697 | |||||||||||
Comprehensive income (loss) attributable to parent | (24,100) | 290 | (24,100) | |||||||||||
Comprehensive income (loss) attributable to nonredeemable noncontrolling interests | (630) | |||||||||||||
Comprehensive income (loss) including portion attributable to nonredeemable noncontrolling interests | (24,730) | |||||||||||||
Share-based compensation | 16,435 | 16,435 | 16,435 | |||||||||||
Tax withholding associated with shares issued for equity-based compensation | (8,070) | 2 | (8,072) | (8,070) | ||||||||||
Contributions from noncontrolling interest holders | 200 | 200 | ||||||||||||
Ending balance at Sep. 30, 2020 | 2,285,235 | 340 | 2,294,072 | 16,345 | 2,273,462 | (37,295) | 11,773 | |||||||
Beginning balance at Jun. 30, 2020 | $ 20,600 | |||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | ||||||||||||||
Net income (loss) attributable to redeemable noncontrolling interests | (630) | (3,889) | ||||||||||||
Comprehensive income (loss) attributable to redeemable noncontrolling interests | (3,889) | (3,889) | ||||||||||||
Noncontrolling Interest Increase From Business Combination Redeemable Noncontrolling Interests | 587 | |||||||||||||
Ending balance at Sep. 30, 2020 | 17,298 | |||||||||||||
Beginning balance at Jun. 30, 2021 | 2,180,406 | 40,332 | 340 | 2,294,775 | (96,341) | 2,168,502 | (30,272) | 11,904 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net loss | (79,232) | 7,621 | (79,232) | (79,232) | ||||||||||
Net income (loss) attributable to nonredeemable noncontrolling interests | 2,212 | 365 | ||||||||||||
Net income (loss) including portion attributable to nonredeemable noncontrolling interests | (78,867) | |||||||||||||
Other comprehensive income (loss) | (4,788) | (4,788) | (4,788) | |||||||||||
Comprehensive income (loss) attributable to parent | (84,020) | 7,621 | (84,020) | |||||||||||
Comprehensive income (loss) attributable to nonredeemable noncontrolling interests | 365 | |||||||||||||
Comprehensive income (loss) including portion attributable to nonredeemable noncontrolling interests | (83,655) | |||||||||||||
Share-based compensation | 19,692 | 19,692 | 19,692 | |||||||||||
Tax withholding associated with shares issued for equity-based compensation | (14,903) | 2 | (14,905) | (14,903) | ||||||||||
Distribution to related parties associated with the settlement of certain share-based awards | (227) | (227) | (227) | |||||||||||
Noncontrolling Interest, Change in Redemption Value | (6,178) | (6,178) | (6,178) | 7,566 | ||||||||||
Contributions from noncontrolling interest holders | 872 | 872 | ||||||||||||
Ending balance at Sep. 30, 2021 | 2,096,007 | $ 47,953 | $ 342 | 2,293,157 | $ (175,573) | 2,082,866 | $ (35,060) | $ 13,141 | ||||||
Beginning balance at Jun. 30, 2021 | 137,834 | 137,834 | ||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | ||||||||||||||
Net income (loss) attributable to redeemable noncontrolling interests | 365 | 2,212 | ||||||||||||
Comprehensive income (loss) attributable to redeemable noncontrolling interests | 2,212 | 2,212 | ||||||||||||
Partially own subsidiary distribution to related party, portion attributable to noncontrolling interest | (289) | |||||||||||||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | (7,500) | |||||||||||||
Noncontrolling Interest, Change in Redemption Value | (6,178) | $ (6,178) | $ (6,178) | 7,566 | ||||||||||
Noncontrolling interest non-cash acquisition attributable to redeemable noncontrolling interests | 587 | |||||||||||||
Ending balance at Sep. 30, 2021 | $ 140,410 | $ 140,410 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Note 1. Description of Business and Basis of Presentation Entertainment Distribution and Merger with MSG Networks Inc. Madison Square Garden Entertainment Corp. (together with its subsidiaries, the “Company” or “MSG Entertainment”) was incorporated on November 21, 2019 as a direct, wholly-owned subsidiary of Madison Square Garden Sports Corp. (“MSG Sports”), formerly known as The Madison Square Garden Company. On March 31, 2020, MSG Sports’ board of directors approved the distribution of all the outstanding common stock of MSG Entertainment to MSG Sports’ stockholders (the “Entertainment Distribution”), which occurred on April 17, 2020 (the “Entertainment Distribution Date”). See Note 1 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K On July 9, 2021, the Company completed its previously announced acquisition of MSG Networks Inc. pursuant to the Agreement and Plan of Merger, dated as of March 25, 2021 (the “Merger Agreement”), among the Company, Broadway Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and MSG Networks Inc. Merger Sub merged with and into MSG Networks Inc. (the “Merger”), with MSG Networks Inc. surviving and continuing as the surviving corporation in the Merger as a wholly-owned subsidiary of the Company. On July 9, 2021, at the effective time of the Merger (the “Effective Time”), (i) each share of Class A common stock, par value $0.01 per share, of MSG Networks Inc. (“MSGN Class A Common Stock”) issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive a number of shares of Class A common stock, par value $0.01 per share, of the Company (“Class A Common Stock”) such that each holder of record of shares of MSGN Class A Common Stock had the right to receive, in the aggregate, a number of shares of Class A Common Stock equal to the total number of shares of MSGN Class A Common Stock held of record immediately prior to the Effective Time multiplied multiplied The Merger has been accounted for as a transaction between entities under common control as the Company and MSG Networks Inc. were, prior to the Merger, each controlled by the Dolan Family Group (as defined herein). Upon the closing of the Merger, the net assets of MSG Networks Inc. were combined with those of the Company at their historical carrying amounts and the companies have been presented on a combined basis for all historical periods that the companies were under common control. As a result, all prior period balances in these consolidated financial statements (including share activities) were retrospectively adjusted as if MSG Entertainment and MSG Networks Inc. had been operating as a single company. Description of Business The Company is a leader in live experiences comprised of iconic venues; marquee entertainment brands; regional sports and entertainment networks; popular dining and nightlife offerings; and a premier music festival. Utilizing the Company’s powerful brands and live entertainment expertise, the Company delivers unique experiences that set the standard for excellence and innovation while forging deep connections with diverse and passionate audiences. The Company is comprised of three reportable segments: Entertainment, MSG Networks and Tao Group Hospitality. • The Entertainment segment includes the Company’s portfolio of venues: Madison Square Garden (“The Garden”), Hulu Theater at Madison Square Garden, Radio City Music Hall, the Beacon Theatre, and The Chicago Theatre. In addition, the Company has unveiled its vision for state-of-the-art Christmas Spectacular Starring the Radio City Rockettes Christmas Spectacular • The MSG Networks segment is comprised of the Company’s regional sports and entertainment networks, MSG Network and MSG+, a companion streaming app, MSG GO, and other digital properties. MSG Networks serves the New York Designated Market Area (“DMA”), as well as other portions of New York, New Jersey, Connecticut and Pennsylvania and features a wide range of sports content, including exclusive live local games and other programming of the New York Knicks (the “Knicks”) of the National Basketball Association (the “NBA”) and the New York Rangers (the “Rangers”), New York Islanders, New Jersey Devils and Buffalo Sabres of the National Hockey League (the “NHL”), as well as significant coverage of the New York Giants and Buffalo Bills of the National Football League. • The Tao Group Hospitality segment features the Company’s controlling interest in TAO Group Holdings LLC, a hospitality group with globally-recognized entertainment dining and nightlife brands including: Tao, Marquee, Lavo, Beauty & Essex, Cathédrale, Hakkasan and Omnia. The Company conducts a significant portion of its operations at venues that it either owns or operates under long-term leases. The Company owns The Garden, Hulu Theater at Madison Square Garden and The Chicago Theatre. The Company leases Radio City Music Hall and the Beacon Theatre. Additionally, Tao Group Hospitality operates various restaurants, nightlife and hospitality venues under long-term leases and management contracts in Las Vegas, New York, Southern California, London, Singapore, Sydney and various other domestic and international locations. Basis of Presentation The Company reports on a fiscal year basis ending on June 30th. In these consolidated financial statements, the year ending on June 30, 2022 is referred to as “Fiscal Year 2022,” and the years ended on June 30, 2021 and 2020 are referred to as “Fiscal Year 2021” and “Fiscal Year 2020”, respectively. The accompanying interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instruction of Rule 10-01 S-X 10-K. Christmas Spectacular COVID-19 As discussed above, the Merger has been accounted for as a transaction between entities under common control and resulted in a change in reporting entity for purposes of U.S. GAAP. The results of operations for the eight days ended July 8, 2021 from MSG Networks were immaterial and the Company has included these results in the period for the three months ended September 30, 2021. The following table provides the impact of the change in reporting entity on the results of operations for the three months September 30, 2020 in accordance with Accounting Standards Codification (“ASC”) Subtopic 250-10-50-6: Decrease in net loss attributable to Madison Square Garden Entertainment Corp.’s stockholders $ 53,758 Decrease in other comprehensive income $ (2,606 ) Decrease in net loss per common share attributable to Madison Square Garden Entertainment Corp.’s stockholders (basic and diluted) $ 2.63 Impact of the COVID-19 The Company’s operations and operating results have been, and may continue to be, materially impacted by the COVID-19 As a result of government-mandated assembly limitations and closures, all of our performance venues were closed beginning in mid-March mid-February mid-May mid-May COVID-19 For Fiscal Year 2021, the majority of ticketed events at our venues were postponed or canceled and, while live events are permitted to be held at all of our performance venues as of the date of this filing and we are continuing to host and book new events, due to the lead-time required to book touring acts and artists, which is the majority of our Entertainment business, we expect that our bookings will continue to be impacted through the 2021 calendar year. We continue to actively pursue one-time The impact to our operations also included the cancellation of the 2020 production of the Christmas Spectacular Christmas Spectacular on-sale, COVID-19 The Company has long-term arena license agreements (the “Arena License Agreements”) with MSG Sports that require the Knicks and Rangers to play their home games at The Garden. As discussed above, capacity restrictions, use limitations and social distancing requirements were in place for the entirety of the Knicks and Rangers 2020-21 82-game 2021-22 As a result of the COVID-19 COVID-19), Disruptions caused by the COVID-19 COVID-19 mid-March It is unclear how long and to what extent COVID-19 For the three months ended September 30, 2021, Tao Group Hospitality recorded an impairment charge for long-lived assets of $7,818 due to decisions made by management to cease operations at certain Hakkasan venues subsequent to the Hakkasan acquisition date, resulting in the impairment of the respective right-of-use COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Accounting Policies Principles of Consolidation The consolidated financial statements of the Company include the accounts of Madison Square Garden Entertainment Corp. and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. In addition, the consolidated financial statements of the Company include the accounts from Tao Group Hospitality and BCE, in which the Company has controlling voting interests. The Company’s consolidation criteria are based on authoritative accounting guidance for voting interest or variable interest entities. Tao Group Hospitality and BCE are consolidated with the equity owned by other stockholders shown as redeemable or nonredeemable noncontrolling interests in the accompanying consolidated balance sheets, and the other stockholders’ portion of net income (loss) and other comprehensive income (loss) shown as net income (loss) or comprehensive income (loss) attributable to redeemable or nonredeemable noncontrolling interests in the accompanying consolidated statements of operations and consolidated statements of comprehensive income (loss), respectively. See Note 2 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amount of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the provision for credit losses, valuation of investments, goodwill, intangible assets, other long-lived assets, pension and other postretirement benefit obligations and the related net periodic benefit cost, tax accruals and other liabilities. In addition, estimates are used in revenue recognition, rights fees, income tax, performance and share-based compensation, depreciation and amortization, litigation matters and other matters, as well as in the valuation of contingent consideration and noncontrolling interests resulting from business combination transactions. Management believes its use of estimates in the financial statements to be reasonable. Management evaluates its estimates on an ongoing basis using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time and, as such, these estimates may ultimately differ from actual results. Changes in estimates resulting from weakness in the economic environment or other factors beyond the Company’s control could be material and would be reflected in the Company’s financial statements in future periods. Summary of Significant Accounting Policies The following is an update to the Company’s Summary of Significant Accounting Policies, disclosed in its Annual Report on Form 10-K Revenue Recognition — Media Affiliation Fee and Advertising Revenues The MSG Networks segment generates revenues principally from affiliation fees charged to cable, satellite, telephone and other platforms (“Distributors”) for the right to carry its networks, as well as from the sale of advertising, largely derived from the sale of inventory in its professional sports programming. Due to the COVID-19 2020-21 Affiliation fee revenue is earned from Distributors for the right to carry the MSG Networks segment’s networks under contracts, commonly referred to as “affiliation agreements.” The performance obligation under its affiliation agreements is satisfied as MSG Networks provides its programming over the term of the affiliation agreement. Affiliation fee is the predominant revenue stream of the MSG Networks segment. Substantially all of the MSG Networks’ affiliation agreements are sales-based and usage-based royalty arrangements, the revenue for which is recognized as the sale or usage occurs. The transaction price is represented by affiliation fees that are generally based upon contractual rates applied to the number of the Distributor’s subscribers who receive or can receive the MSG Networks programming. Such subscriber information is generally not received until after the close of the reporting period, and in these cases, the Company estimates the number of subscribers. Historical adjustments to recorded estimates have not been material. In addition to affiliation fee revenue, the MSG Networks segment also earns advertising revenue primarily through the sale of commercial time and other advertising inventory during its programming. In general, these advertising arrangements either do not exceed one year or are primarily multi-year media banks, the elements of which are agreed upon each year. Advertising revenue is recognized as advertising is aired. In certain advertising arrangements, the Company guarantees specified viewer ratings for its programming. In such cases, the promise to deliver the guaranteed viewer ratings by airing the advertising represents MSG Networks’ performance obligation. A contract liability is recognized as deferred revenue to the extent any guaranteed viewer ratings are not met and the customer is expected to exercise a contractual right for additional advertising time. The related revenue is subsequently recognized as revenue either when MSG Networks provides the required additional advertising time, or additional performance requirements become remote, which may be at the time the guarantee obligation contractually expires. Direct Operating Expenses Direct operating expenses from the MSG Networks segment primarily represent media rights fees and other direct programming and production costs, such as the salaries of on-air Advertising Expenses Advertising costs are typically charged to expense when incurred. The MSG Networks segment enters into nonmonetary transactions, primarily with its Distributors (see discussion below), that involve the exchange of advertising and promotional benefits, for the segment’s services. Total advertising costs, which are primarily related to the aforementioned nonmonetary transactions and classified in selling, general and administrative expenses, were $4,489 and $4,685 for the three months ended September 30, 2021 and 2020, respectively. Noncash Consideration The MSG Networks segment enters into nonmonetary transactions, primarily with its Distributors, that involve the exchange of products or services, such as advertising and promotional benefits, for the segment’s services. For arrangements that are subject to sales based and usage-based royalty guidance, MSG Networks measures noncash consideration that it receives at fair value as the sale or usage occurs. For other arrangements, the MSG Networks segment measures the estimated fair value of the noncash consideration that it receives at contract inception. If the MSG Networks segment cannot reasonably estimate the fair value of the noncash consideration, the segment measures the fair value of the consideration indirectly by reference to the standalone selling price of the services promised to the customer in exchange for the consideration as revenues. Interest Capitalization For significant long term construction projects, the Company begins to capitalize qualified interest cost once activities necessary to get the asset ready for its intended use have commenced. The Company calculates qualified interest capitalization using the average amount of accumulated expenditures during the period the asset is being prepared for its intended use and a capitalization rate which is derived from the Company’s weighted average borrowing rate during such time, in the absence of specific borrowings related to the significant long term construction projects. The Company ceases capitalization on any portions substantially completed and ready for their intended use. Recently Issued Accounting Pronouncements Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Recently Issued Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting 2021-01, |
Acquisition
Acquisition | 3 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisition | Note 3. Acquisition Acquisition of Hakkasan See Note 3 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K Sub-Holdings Sub-Holdings The Company’s purchase price allocation (“PPA”) for the Hakkasan acquisition is pending finalization of deferred taxes and could be subject to further revision if additional information becomes available. The Company’s PPA and measurement period adjustment for the Hakkasan acquisition is presented below: Fair Value Measurement (a) Fair Value 30, 2021 as adjusted Cash and cash equivalents $ 16,737 $ — $ 16,737 Property and equipment, net 33,393 — 33,393 Right-of-use 44,818 — 44,818 Amortizable intangible assets, net 47,170 (7,020 ) 40,150 Other assets 12,641 — 12,641 Accrued expenses and other current liabilities (15,957 ) 1,534 (14,423 ) Operating lease liabilities (52,025 ) — (52,025 ) Other liabilities (13,655 ) — (13,655 ) Total identifiable net assets acquired 73,122 (5,486 ) 67,636 Goodwill 3,378 (2,014 ) 1,364 Redeemable noncontrolling interests $ (76,500 ) $ 7,500 $ (69,000 ) (a) During the three months ended September 30, 2021, the Company recorded an adjustment to reflect a measurement period adjustment. Upon the finalization of the closing statement during the first quarter of Fiscal Year 2022, the noncontrolling interest owned by Hakkasan Parent in Tao Group Sub-Holdings 18 15 wrote-off |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Note 4. Revenue Recognition Contracts with Customers See Note 4 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K The following table presents the activity in the allowance for credit losses for the three months ended September 30, 2021: Beginning balance $ 6,449 Provision for expected credit losses 437 Write-offs (986 ) Ending balance $ 5,900 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, Three Months Ended September 30, 2021 Entertainment MSG Tao Group Hospitality Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 22,580 $ — $ 108,690 $ (181 ) $ 131,089 Sponsorship, signage and suite licenses (b) 7,776 636 135 — 8,547 Media related, primarily from affiliation agreements (c) — 140,471 — — 140,471 Other (d) 1,567 366 10,639 (485 ) 12,087 Total revenues from contracts with customers $ 31,923 $ 141,473 $ 119,464 $ (666 ) $ 292,194 Three Months Ended September 30, 2020 Entertainment MSG Tao Group Hospitality Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 727 $ — $ 5,660 $ — $ 6,387 Sponsorship, signage and suite licenses (b) 2,460 284 72 (232 ) 2,584 Media related, primarily from affiliation agreements (c) — 156,651 — — 156,651 Other (d) 3,620 428 1,489 (1,361 ) 4,176 Total revenues from contracts with customers $ 6,807 $ 157,363 $ 7,221 $ (1,593 ) $ 169,798 (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 Note 4 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K (c) See “ — Note 2. Accounting Policies — Summary of Significant Accounting Policies — Revenue Recognition — Media Affiliation Fee and Advertising Revenues for further details on the pattern of recognition of Media affiliation fee and advertising revenues in the MSG Networks segment. (d) Primarily consists of (i) revenues from sponsorship sales and representation agreements with MSG Sports, (ii) Tao Group Hospitality’s managed venue revenues, and (iii) advertising commission revenues recognized by the Entertainment segment from the MSG Networks segment of $410 and $1,195 for the three months ended September 30, 2021 and 2020, respectively, that are eliminated in consolidation. 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 consolidated revenues by type of goods or services in accordance with the required entity-wide disclosure requirements of ASC Subtopic 280-10-50-38 606-10-50-5 Three Months ended September 30, 2021 Entertainment MSG Tao Group Hospitality Eliminations Total Ticketing and venue license fee revenues (a) $ 16,836 $ — $ — $ — $ 16,836 Sponsorship and signage, suite, and advertising commission revenues (b) 10,813 — — (410 ) 10,403 Revenues from entertainment dining and nightlife offerings (c) — — 119,464 (256 ) 119,208 Food, beverage and merchandise revenues 3,923 — — — 3,923 Media networks revenues (d) — 141,473 — — 141,473 Other 351 — — — 351 Total revenues from contracts with customers $ 31,923 $ 141,473 $ 119,464 $ (666 ) $ 292,194 Three Months ended September 30, 2020 Entertainment MSG Tao Group Hospitality Eliminations Total Ticketing and venue license fee revenues (a) $ 730 $ — $ — $ — $ 730 Sponsorship and signage, suite, and advertising commission revenues (b) 5,859 — — (1,427 ) 4,432 Revenues from entertainment dining and nightlife offerings (c) — — 7,221 (166 ) 7,055 Food, beverage and merchandise revenues — — — — — Media networks revenues (d) — 157,363 — — 157,363 Other 218 — — — 218 Total revenues from contracts with customers $ 6,807 $ 157,363 $ 7,221 $ (1,593 ) $ 169,798 (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) Amounts include revenues from sponsorship sales and representation agreements with MSG Sports and advertising commission revenues recognized by the Entertainment segment from the MSG Networks segment of $410 and $1,195 for the three months ended September 30, 2021 and 2020, respectively, that are eliminated in consolidation. (c) Primarily consist of revenues from (i) entertainment dining and nightlife offerings and (ii) venue management agreements. (d) Primarily consist of affiliation fees from Distributors and, to a lesser extent, advertising revenues through the sale of commercial time and other advertising inventory during MSG Networks programming. Contract Balances The timing of revenue recognition, billings and cash collections results in billed receivables, contract assets and contract liabilities on the consolidated balance sheets. The following table provides information about contract balances from the Company’s contracts with customers as of September 30, 2021 and June 30, 2021: September 30, June 30, Receivables from contracts with customers, net (a) $ 189,958 $ 185,112 Contract assets, current (b) 8,598 7,052 Contract assets, non-current (b) 94 87 Deferred revenue, including non-current (c) 266,941 210,187 (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 September 30, 2021 and June 30, 2021, the Company’s receivables from contracts with customers above included $11,512 and $4,848, respectively, related to various related parties. See Note 18 for further details on related party arrangements. (b) Contract assets, which are reported as Other current assets or Other assets (non-current (c) Deferred revenue primarily relates to the Company’s receipt of consideration from customers in advance of the Company’s transfer of goods or services to those customers. Deferred revenue is reduced and the related revenue is recognized once the underlying goods or services are transferred to a customer. Revenue recognized for the three months ended September 30, 2021 relating to the contract liability balance (primarily deferred revenue) as of June 30, 2021 was $20,408. Transaction Price Allocated to the Remaining Performance Obligations The following table depicts the estimated revenue expected to be recognized, based on current projections and expectations of our business resuming, in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2021. This primarily relates to performance obligations under sponsorship and suite license arrangements and to a lesser extent, non-variable Fiscal Year 2022 (remainder) $ 125,176 Fiscal Year 2023 120,864 Fiscal Year 2024 99,307 Fiscal Year 2025 70,132 Fiscal Year 2026 54,383 Thereafter 65,865 $ 535,727 |
Computation of Earnings (Loss)
Computation of Earnings (Loss) per Common Share | 3 Months Ended |
Sep. 30, 2021 | |
Computation of Earnings (Loss) per Common Share [Abstract] | |
Computation of Earnings (Loss) per Common Share | Note 5. Computation of Earnings (Loss) per Common Share The following table presents a reconciliation of weighted-average shares used in the calculations of basic and diluted earnings (loss) per common share attributable to the Company’s stockholders (“EPS”). Three Months Ended 2021 2020 Net loss attributable to Madison Square Garden Entertainment Corp.’s stockholders (numerator): Net loss attributable to Madison Square Garden Entertainment Corp.’s stockholders $ (79,232 ) $ (35,797 ) Weighted-average shares (denominator): Weighted-average shares for basic and diluted EPS (a) 34,095 34,165 Basic and diluted loss per common share attributable to Madison Square Garden Entertainment Corp.’s stockholders $ (2.32 ) $ (1.05 ) (a) All restricted stock units and stock options were excluded from the above table because the Company reported a net loss for the periods presented and, therefore, their impact on reported loss per share would have been antidilutive. See Note 15 for further detail. |
Cash, Cash Equivalent and Restr
Cash, Cash Equivalent and Restricted Cash | 3 Months Ended |
Sep. 30, 2021 | |
Cash, Cash Equivalents and Restricted Cash [Abstract] | |
Cash, Cash Equivalent and Restricted Cash | Note 6. Cash, Cash Equivalents and Restricted Cash The following table provides a summary of the amounts recorded as cash, cash equivalents and restricted cash. As of September 30, 2021 June 30, 2021 September 30, 2020 June 30, 2020 Captions on the consolidated balance sheets: Cash and cash equivalents $ 1,331,450 $ 1,516,992 $ 1,180,159 $ 1,103,392 Restricted cash (a) 24,029 22,984 27,807 17,749 Cash, cash equivalents and restricted cash on the consolidated statements of cash flows $ 1,355,479 $ 1,539,976 $ 1,207,966 $ 1,121,141 (a) See Note 2 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K |
Investments and Loans to Noncon
Investments and Loans to Nonconsolidated Affiliates | 3 Months Ended |
Sep. 30, 2021 | |
Investments in and Advances to Affiliates [Abstract] | |
Investments and Loans to Nonconsolidated Affiliates | Note 7. Investments in Nonconsolidated Affiliates The Company’s investments in nonconsolidated affiliates, which are accounted for under the equity method of accounting and equity investments without readily determinable fair values in accordance with ASC Topic 323, Investments—Equity Method and Joint Ventures Investments—Equity Securities Ownership Investment September 30, 2021 Equity method investments: SACO Technologies Inc. (“SACO”) 30 % $ 34,873 Others 6,390 Equity securities without readily determinable fair values (a) 6,877 Total investments in nonconsolidated affiliates $ 48,140 June 30, 2021 Equity method investments: SACO 30 % $ 36,265 Others 6,204 Equity securities without readily determinable fair values (a) 6,752 Total investments in nonconsolidated affiliates $ 49,221 (a) In accordance with the ASC Topic 321, Investments—Equity Securities, the Company applies the measurement alternative to its equity investments without readily determinable fair values. Under the measurement alternative, equity securities without readily determinable fair values are accounted for at cost, adjusted for impairment and changes resulting from observable price fluctuations in orderly transactions for the identical or a similar investment of the same issuer. For the three months ended September 30, 2021 and 2020, the Company did not have impairment charges or change in carrying value recorded to its equity securities without readily determinable fair values. Equity Investments with Readily Determinable Fair Value In addition to the investments discussed above, the Company holds investments of (i) 3,208 shares of the common stock of Townsquare Media, Inc. (“Townsquare”), and (ii) 869 shares of common stock of DraftKings Inc. (“DraftKings”). Townsquare is a media, entertainment and digital marketing solutions company that is listed on the New York Stock Exchange (“NYSE”) under the symbol “TSQ.” DraftKings is a fantasy sports contest and sports gambling provider that is listed on the NASDAQ Stock Market (“NASDAQ”) under the symbol “DKNG” for its common stock. The fair value of the Company’s investments in Class A common stock of Townsquare and Class A common stock of DraftKings are determined based on quoted market prices in active markets on the NYSE and NASDAQ, respectively, which are classified within Level I of the fair value hierarchy. As a holder of Class C common stock of Townsquare, the Company is entitled to convert at any time all or any part of the Company’s shares into an equal number of shares of Class A common stock of Townsquare, subject to restrictions set forth in Townsquare’s certificate of incorporation. The cost basis and the carrying fair value of these investments, which are reported under Other assets in the accompanying consolidated balance sheets as of September 30, 2021 and June 30, 2021, are as follows: September 30, 2021 Equity Investment with Readily Determinable Fair Values Shares /Units Held Cost Basis Carrying / Fair value Townsquare Class A common stock 583 $ 4,221 $ 7,621 Townsquare Class C common stock 2,625 19,001 34,309 DraftKings common stock 869 6,036 41,874 Total $ 29,258 $ 83,804 June 30, 2021 Equity Investment with Readily Determinable Fair Values Shares / Units Held Cost Carrying / Fair value Townsquare Class A common stock 583 $ 4,221 $ 7,435 Townsquare Class C common stock 2,625 19,001 33,469 DraftKings common stock 869 6,036 45,360 Total $ 29,258 $ 86,264 The following table summarizes the realized and unrealized gain (loss) on equity investments with readily determinable fair value for the three months ended September 30, 2021 and 2020: Three Months Ended 2021 2020 Unrealized gain — Townsquare $ 1,027 $ 610 Unrealized gain (loss) — DraftKings (3,487 ) 33,048 $ (2,460 ) $ 33,658 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 8. Property and Equipment As of September 30, 2021 and June 30, 2021, property and equipment consisted of the following: September 30, 2021 June 30, 2021 Land $ 148,468 $ 150,750 Buildings 998,811 996,295 Equipment 408,051 405,835 Aircraft 38,090 38,090 Furniture and fixtures 38,299 40,660 Leasehold improvements 225,032 214,678 Construction in progress (a) 1,342,832 1,194,525 3,199,583 3,040,833 Less accumulated depreciation and amortization (914,854 ) (884,541 ) $ 2,284,729 $ 2,156,292 (a) Interest is capitalized during the construction period for significant long term construction projects. The Company capitalizes interest within the Entertainment segment in connection with the construction of MSG Sphere in Las Vegas. For the three months ended September 30, 2021 and 202 0 The increase in Construction in progress is primarily associated with the development and construction of MSG Sphere in Las Vegas. The property and equipment balances above include $122,469 and $106,990 of capital expenditure accruals (primarily related to MSG Sphere construction) as of September 30, 2021 and June 30, 2021, respectively, which are reflected in Other accrued liabilities in the accompanying consolidated balance sheets. Depreciation and amortization expense on property and equipment was $25,120 and $24,661 for the three months ended September 30, 2021 and 2020, respectively. For the three months ended September 30, 2021, Tao Group Hospitality recorded an impairment charge for leasehold improvements of $3,269 due to decisions made by management to cease operations at certain venues subsequent to Hakkasan acquisition date. |
Leases
Leases | 3 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | Note 9. Leases The Company’s leases primarily consist of certain live-performance venues, entertainment dining and nightlife venues, corporate office space, storage and, to a lesser extent, office and other equipment. The Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the lease term is assessed based on the date when the underlying asset is made available by the lessor for the Company’s use. The Company’s assessment of the lease term reflects the non-cancellable For leases with a term exceeding 12 months, a lease liability is recorded on the Company’s consolidated balance sheet at lease commencement reflecting the present value of the fixed minimum payment obligations over the lease term. A corresponding ROU asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. The Company includes fixed payment obligations related to non-lease non-lease For operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term. For finance leases, the initial ROU asset is depreciated on a straight-line basis over the lease term, along with recognition of interest expense associated with accretion of the lease liability, which is ultimately reduced by the related fixed payments. For leases with a term of 12 months or less (“short-term leases”), any fixed lease payments are recognized on a straight-line basis over the lease term and are not recognized on the consolidated balance sheet. Variable lease costs for both operating and finance leases, if any, are recognized as incurred and such costs are excluded from lease balances recorded on the consolidated balance sheet. In addition, the Company excluded its ground lease with Las Vegas Sands Corp. (“Sands”) associated with MSG Sphere in Las Vegas from the ROU asset and lease liability balance recorded on the consolidated balance sheet as the ground lease will have no fixed rent. Under the ground lease agreement, Sands will receive priority access to purchase tickets to events at the venue for inclusion in hotel packages or other uses, as well as certain rent-free use of the venue to support its Expo Center business. If certain return objectives are achieved, Sands will receive 25% of the after-tax Sphere As of September 30, 2021, the Company’s existing operating leases, which are recorded on the accompanying financial statements, have remaining lease terms ranging from 0.5 years to 20.4 years. In certain instances, leases include options to renew, with varying option terms in each case. The exercise of lease renewal options is generally at the Company’s discretion and is considered in the Company’s assessment of the respective lease term. The Company’s lease agreements do not contain material residual value guarantees or material restrictive covenants. The following table summarizes the ROU assets and lease liabilities recorded on the Company’s consolidated balance sheets as of September 30, 2021 and June 30, 2021: Line Item in the Company’s Consolidated September 30, 2021 June 30, 2021 Right-of-use Operating leases Right-of-use $ 413,463 $ 280,579 Lease liabilities: Operating leases, current Operating lease liabilities, current $ 53,571 $ 73,423 Operating leases, noncurrent Operating lease liabilities, noncurrent 396,569 233,556 Total lease liabilities $ 450,140 $ 306,979 The following table summarizes the activity recorded within the Company’s consolidated statements of operations for the three months ended September 30, 2021 and 2020: Line Item in the Company’s Consolidated Three Months Ended 2021 2020 Lease cost, operating leases Direct operating expenses $ 11,636 $ 6,407 Lease cost, operating leases Selling, general and administrative expenses 6,421 6,493 Variable lease cost Direct operating expenses 1,086 276 Variable lease cost Selling, general and administrative expenses 14 23 Total lease cost $ 19,157 $ 13,199 Supplemental Information For the three months ended September 30, 2021 and 2020, cash paid for amounts included in the measurement of operating lease liabilities was $14,159 and $14,140, respectively. For the three months ended September 30, 2021, the Company recorded new operating lease liabilities of $167,070 arising from obtaining right-of-use During the three months ended September 30, 2021, a non-cash right-of-use As of September 30, 2021, the weighted average remaining lease term for operating leases recorded on the accompanying consolidated balance sheet was 11.1 years. The weighted average discount rate was 6.71% as of September 30, 2021 and represented the Company’s estimated incremental borrowing rate, assuming a secured borrowing, based on the remaining lease term at the time of either (i) adoption of the standard, (ii) upon entering a new lease or (iii) the period in which the lease term expectation was modified. Maturities of operating lease liabilities as of September 30, 2021 are as follows: Fiscal Year 2022 (remainder) $ 35,369 Fiscal Year 2023 80,695 Fiscal Year 2024 76,696 Fiscal Year 2025 50,857 Fiscal Year 2026 33,168 Thereafter 389,721 Total lease payments 666,506 Less imputed interest 216,366 Total lease liabilities $ 450,140 Lessor Arrangements In connection with the Entertainment Distribution, the Company entered into Arena License Agreements with MSG Sports that, among other things, require the Knicks and the Rangers to play their home games at The Garden in exchange for fixed annual license fees scheduled to be paid monthly over the term of the agreements. The Company accounts for these license fees as operating lease revenue given that the Company provides MSG Sports with the right to direct the use of and obtain substantially all of the economic benefit from The Garden during Knicks and Rangers home games. Operating lease revenue is recognized on a straight-line basis over the lease term, adjusted pursuant to the terms of the Arena License Agreements. In the case of the Arena License Agreements, the lease terms relate to non-consecutive sports The Arena License Agreements provide that license fees are not required to be paid by MSG Sports during periods when The Garden is unavailable for use due to a force majeure event. As a result of government-mandated suspension of events at The Garden beginning on March 13, 2020 due to the impact of the COVID-19 mid-February mid-May |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill And Intangible Assets | Note 10. Goodwill and Intangible Assets The carrying amount of goodwill as of September 30, 2021 and June 30, 2021 are as follows: Entertainment MSG Tao Group Total Balance as of June 30, 2021 $ 74,309 $ 424,508 $ 3,378 $ 502,195 Measurement period adjustment (a) — — (2,014 ) (2,014 ) Balance as of September 30, 2021 $ 74,309 $ 424,508 $ 1,364 $ 500,181 (a) During the three months ended September 30, 2021, the Company recorded an adjustment to reflect a measurement period adjustment in connection with the acquisition of Hakkasan by Tao Group Hospitality. Upon the finalization of the closing statement during the first quarter of Fiscal Year 2022, the noncontrolling interest owned by Hakkasan Parent in Tao Group Sub-Holdings wrote-off 10-K During the first quarter of Fiscal Year 2022, the Company performed its annual impairment test of goodwill and determined that there were no impairments of goodwill identified as of the impairment test date. The carrying amount of indefinite-lived intangible assets, all of which are within the Entertainment segment, as of September 30, 2021 and June 30, 2021 were as follows: Trademarks $ 61,881 Photographic related rights 1,920 Total $ 63,801 During the first quarter of Fiscal Year 2022, the Company performed its annual impairment test of indefinite-lived intangible assets and determined that there were no impairments of indefinite-lived intangibles identified as of the impairment test date. The Company’s intangible assets subject to amortization are as follows: September 30, 2021 Gross Accumulated Amortization Net Trade names $ 113,269 $ (26,906 ) $ 86,363 Venue management contracts 85,616 (19,046 ) 66,570 Affiliate relationships 83,044 (57,086 ) 25,958 Non-compete 9,000 (7,304 ) 1,696 Festival rights 8,080 (2,831 ) 5,249 Other intangibles 4,217 (3,884 ) 333 $ 303,226 $ (117,057 ) $ 186,169 June 30, 2021 Gross Accumulated Amortization Net Trade names $ 121,000 $ (25,605 ) $ 95,395 Venue management contracts 85,700 (17,518 ) 68,182 Affiliate relationships 83,044 (56,221 ) 26,823 Non-compete 9,000 (6,913 ) 2,087 Festival rights 8,080 (2,696 ) 5,384 Other intangibles 4,217 (3,814 ) 403 $ 311,041 $ (112,767 ) $ 198,274 Amortization expense for intangible assets was $4,310 and $3,749 for the three months ended September 30, 2021 and 2020 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11. Commitments and Contingencies Commitments See Note 12 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K off-balance off-balance Fiscal Year 2022 $ 276,707 Fiscal Year 2023 273,370 Fiscal Year 2024 253,485 Fiscal Year 2025 246,013 Fiscal Year 2026 249,584 Thereafter 2,347,091 $ 3,646,250 During the three months ended September 30, 2021, the Company did not have any material changes in its contractual obligations other than activities in the ordinary course of business. See Note 13 for details of the principal repayments required under the Company’s various credit facilities, including the MSG Networks Senior Secured Credit Facilities, and Note 9 for details on the commitments under the Company’s lease obligations. Legal Matters Fifteen complaints were filed in connection with the Merger by purported stockholders of the Company and MSG Networks Inc. Nine of these complaints involved allegations of materially incomplete and misleading information set forth in the joint proxy statement/prospectus filed by the Company and MSG Networks Inc. in connection with the Merger. As a result of supplemental disclosures made by the Company and MSG Networks Inc. on July 1, 2021, all of the disclosure actions were voluntarily dismissed with prejudice prior to or shortly following the consummation of the Merger. On May 27, 2021, a complaint captioned Hollywood Firefighters’ Pension Fund et al. James Dolan, et al. On June 9, 2021, a complaint captioned Timothy Leisz MSG Networks Inc. et al. On July 6, 2021, a complaint captioned Stevens et al. Dolan et al. On July 6, 2021, a complaint captioned The City of Boca Raton Police and Firefighters’ Retirement System MSG Networks Inc. On August 11, 2021, a stockholder derivative complaint captioned City of Miramar Retirement Plan and Trust Fund for General Employees et al. v. Dolan et al., On August 31, 2021, a complaint captioned Murray Dolan et al. All of the above complaints have since either been dismissed or consolidated into one of two litigations. On September 10, 2021, the Court of Chancery entered an order consolidating the complaints in the Hollywood Firefighters City of Miramar In re Madison Square Garden Entertainment Corp. Stockholders Litigation Hollywood Firefighters City of Miramar On September 27, 2021, the Court of Chancery entered an order consolidating the complaints in the Leisz Stevens City of Boca Raton Murray In re MSG Networks Inc. Stockholder Class Action Litigation We are currently unable to determine a range of potential liability, if any, with respect to these Merger-related claims. Accordingly, no accrual for these matters has been made in our consolidated financial statements. The Company is a defendant in various other lawsuits. Although the outcome of these other lawsuits cannot be predicted with certainty (including the extent of available insurance, if any), management does not believe that resolution of these other lawsuits will have a material adverse effect on the Company. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 12. Fair Value Measurements The following table presents the Company’s assets that are measured at fair value within Level I of the fair value hierarchy on a recurring basis using observable inputs that reflect quoted prices for identical assets in active markets. These assets include (i) cash equivalents in money market accounts and time deposits, and (ii) equity investments with readily determinable fair value: Line Item on Consolidated Balance Sheet September 30, 2021 June 30, 2021 Assets: Money market accounts and time deposits (a) Cash and cash equivalents $ 1,166,105 $ 1,361,729 Equity investments with readily determinable fair value (b) Other assets 83,804 86,264 Total assets measured at fair value $ 1,249,909 $ 1,447,993 (a) The carrying amount of the Company’s cash equivalents in money market accounts and time deposits approximate fair value due to their short-term maturities. (b) See Note 7 for more information on the Company’s equity investments with readily determinable fair value in Townsquare and DraftKings. In addition to the table above, the carrying value and fair value of the Company’s financial instruments reported in the accompanying consolidated balance sheets are as follows: September 30, 2021 June 30, 2021 Carrying Value Fair Value Carrying Value Fair Value Liabilities Current and non-current (a) $ 1,035,375 $ 1,030,200 $ 1,047,750 $ 1,042,510 Current and non-current (a) $ 645,125 $ 662,866 $ 646,750 $ 669,386 Current and non-current (a) $ 27,500 $ 27,599 $ 43,750 $ 43,851 (a) On October 11, 2019, MSGN Holdings L.P., certain MSGN Holdings L.P. subsidiaries and certain MSG Networks Inc. subsidiaries entered into an amended and restated credit facility consisting of a $ 1,100,000 |
Credit Facilities
Credit Facilities | 3 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Credit Facilities | Note 13. Credit Facilities MSG Networks Senior Secured Credit Facilities On September 28, 2015, MSGN L.P, MSGN Eden, LLC, an indirect subsidiary of the Company (through the Merger) and the general partner of MSGN L.P., Regional MSGN Holdings LLC, an indirect subsidiary of the Company and the limited partner of MSGN L.P. (collectively with MSGN Eden, LLC, the “MSGN Holdings Entities”), and certain subsidiaries of MSGN L.P. entered into a credit agreement (the “MSGN Former Credit Agreement”) with a syndicate of lenders. The MSGN Former Credit Agreement provided MSGN L.P. with senior secured credit facilities that consisted of: (a) an initial $1,550,000 term loan facility and (b) a $250,000 revolving credit facility. On October 11, 2019, MSGN L.P., the MSGN Holdings Entities and certain subsidiaries of MSGN L.P. amended and restated the MSGN Former Credit Agreement in its entirety (the “MSGN Credit Agreement”). The MSGN Credit Agreement provides MSGN L.P. with senior secured credit facilities (the “MSG Networks Senior Secured Credit Facilities”) consisting of: (i) an initial $1,100,000 term loan facility (the “MSGN Term Loan Facility”) and (ii) a $250,000 revolving credit facility (the “MSGN Revolving Credit Facility”), each with a term of five years. Proceeds from the MSGN Term Loan Facility were used by MSGN L.P. to repay outstanding indebtedness under the MSGN Former Credit Agreement. Up to $35,000 of the MSGN Revolving Credit Facility is available for the issuance of letters of credit. Subject to the satisfaction of certain conditions and limitations, the MSGN Credit Agreement allows for the addition of incremental term and/or revolving loan commitments and incremental term and/or revolving loans. Borrowings under the MSGN Credit Agreement bear interest at a floating rate, which at the option of MSGN L.P. may be either (i) a base rate plus an additional rate ranging from 0.25% to 1.25% per annum (determined based on a total net leverage ratio) (the “MSGN Base Rate”), or (ii) a Eurodollar rate plus an additional rate ranging from 1.25% to 2.25% per annum (determined based on a total net leverage ratio) (the “MSGN Eurodollar Rate”). Upon a payment default in respect of principal, interest or other amounts due and payable under the MSGN Credit Agreement or related loan documents, default interest will accrue on all overdue amounts at an additional rate of 2.00% per annum. The MSGN Credit Agreement requires that MSGN L.P. pay a commitment fee ranging from 0.225% to 0.30% (determined based on a total net leverage ratio) in respect of the average daily unused commitments under the MSGN Revolving Credit Facility. MSGN L.P. will also be required to pay customary letter of credit fees, as well as fronting fees, to banks that issue letters of credit. The interest rate on the MSGN Term Loan Facility as of September 30, 2021 was 1.58%. The MSGN Credit Agreement generally requires the MSGN Holdings Entities and MSGN L.P. and its restricted subsidiaries on a consolidated basis to comply with a maximum total leverage ratio of 5.50:1.00, subject, at the option of MSGN L.P. to an upward adjustment to 6.00:1.00 during the continuance of certain events. In addition, the MSGN Credit Agreement requires a minimum interest coverage ratio of 2.00:1.00 for the MSGN Holdings Entities and MSGN L.P. and its restricted subsidiaries on a consolidated basis. All borrowings under the MSGN Credit Agreement are subject to the satisfaction of customary conditions, including absence of a default and accuracy of representations and warranties. As of September 30, 2021, the MSGN Holdings Entities and MSGN L.P. and its restricted subsidiaries on a consolidated basis were in compliance with the covenants. As of September 30, 2021, there were no letters of credit issued and outstanding under the MSGN Revolving Credit Facility. As of September 30, 2021, there was $1,035,375 outstanding under the MSGN Term Loan Facility, and no borrowings under the MSGN Revolving Credit Facility. All obligations under the MSGN Credit Agreement are guaranteed by the MSGN Holdings Entities and MSGN L.P.’s existing and future direct and indirect domestic subsidiaries that are not designated as excluded subsidiaries or unrestricted subsidiaries (the “MSGN Subsidiary Guarantors,” and together with the MSGN Holdings Entities, the “MSGN Guarantors”). All obligations under the MSGN Credit Agreement, including the guarantees of those obligations, are secured by certain assets of MSGN L.P. and each MSGN Guarantor (collectively, “MSGN Collateral”), including, but not limited to, a pledge of the equity interests in MSGN L.P. held directly by the Holdings Entities and the equity interests in each MSGN Subsidiary Guarantor held directly or indirectly by MSGN L.P. Subject to customary notice and minimum amount conditions, MSGN L.P. may voluntarily repay outstanding loans under the MSGN Credit Agreement at any time, in whole or in part, without premium or penalty (except for customary breakage costs with respect to Eurodollar loans). The MSGN Term Loan Facility amortizes quarterly in accordance with its terms beginning March 31, 2020 through September 30, 2024 with a final maturity date of October 11, 2024. MSGN L.P. is required to make mandatory prepayments in certain circumstances, including without limitation from the net cash proceeds of certain sales of assets (including MSGN Collateral) or casualty insurance and/or condemnation recoveries (subject to certain reinvestment, repair or replacement rights) and the incurrence of certain indebtedness, subject to certain exceptions. In addition to the financial covenants discussed above, the MSGN Credit Agreement and the related security agreement contain certain customary representations and warranties, affirmative covenants, and events of default. The MSGN Credit Agreement contains certain restrictions on the ability of MSGN L.P. and its restricted subsidiaries to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the MSGN Credit Agreement, including the following: (i) incurring additional indebtedness and contingent liabilities; (ii) creating liens on certain assets; (iii) making investments, loans or advances in or to other persons; (iv) paying dividends and distributions or repurchasing capital stock; (v) changing their lines of business; (vi) engaging in certain transactions with affiliates; (vii) amending specified material agreements; (viii) merging or consolidating; (ix) making certain dispositions; and (x) entering into agreements that restrict the granting of liens. The MSGN Holdings Entities are also subject to customary passive holding company covenants. The Merger did not result in a change of control or acceleration of debt payments under the MSGN Credit Agreement. National Properties Term Loan Facility On November 12, 2020, MSG National Properties, an indirect, wholly-owned subsidiary of the Company, MSG Entertainment Group, LLC (“MSG Entertainment Group”) and certain subsidiaries of MSG National Properties entered into a five-year $650,000 senior secured term loan facility (the “National Properties Term Loan Facility”). The proceeds of the National Properties Term Loan Facility may be used to fund working capital needs, for general corporate purposes of MSG National Properties and its subsidiaries, and to make distributions to MSG Entertainment Group. The National Properties Term Loan Facility includes a minimum liquidity covenant, pursuant to which MSG National Properties and its restricted subsidiaries are required to maintain a specified minimum level of average daily liquidity, consisting of cash and cash equivalents and available revolving commitments, over the last month of each quarter. From the closing date until the first anniversary of the National Properties Term Loan Facility, the minimum liquidity threshold is $450,000, which is reduced each quarter by the amount of cash usage, subject to a minimum liquidity floor of $200,000. After the first anniversary, the minimum liquidity level is reduced to $200,000. If at any time the total leverage ratio of MSG National Properties and its restricted subsidiaries is less than 5.00 to 1.00 as of the end of any four consecutive fiscal quarter period or MSG National Properties obtains an investment grade rating, the minimum liquidity level is permanently reduced to $50,000. Subject to customary notice and minimum amount conditions, the Company may voluntarily repay outstanding loans under the National Properties Term Loan Facility at any time, in whole or in part (subject to customary breakage costs with respect to LIBOR loans) subject to a prepayment premium equal to (i) for the initial 18 month period following the facility’s effective date, 2.0% of the principal amount prepaid plus 18-month All obligations under the National Properties Term Loan Facility are guaranteed by MSG Entertainment Group and MSG National Properties’ existing and future direct and indirect domestic subsidiaries, other than the subsidiaries that own The Garden, BCE and certain other excluded subsidiaries (the “Subsidiary Guarantors”). All obligations under the National Properties Term Loan Facility, including the guarantees of those obligations, are secured by certain of the assets of MSG National Properties and the Subsidiary Guarantors (collectively, “Collateral”) including, but not limited to, a pledge of some or all of the equity interests held directly or indirectly by MSG National Properties in each Subsidiary Guarantor. The Collateral does not include, among other things, any interests in The Garden or the leasehold interests in Radio City Music Hall and the Beacon Theatre. Under certain circumstances, MSG National Properties is required to make mandatory prepayments on loans outstanding, including prepayments in an amount equal to a specified percentage of excess cash flow in any fiscal year and prepayments in an amount equal to the net cash proceeds of certain sales of assets or casualty insurance and/or condemnation recoveries (subject to certain reinvestment, repair or replacement rights), in each case subject to certain exceptions. In addition to the minimum liquidity covenant, the National Properties Term Loan Facility and the related security agreement contain certain customary representations and warranties, affirmative and negative covenants and events of default. The National Properties Term Loan Facility contains certain restrictions on the ability of MSG National Properties and its restricted subsidiaries to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the National Properties Term Loan Facility, including the following: (i) incur additional indebtedness; (ii) create liens on certain assets; (iii) make investments, loans or advances in or to other persons; (iv) pay dividends and distributions or repurchase capital stock (which will restrict the ability of MSG National Properties to make cash distributions to the Company); (v) repay, redeem or repurchase certain indebtedness; (vi) change its lines of business; (vii) engage in certain transactions with affiliates; (viii) amend their respective organizational documents; (ix) merge or consolidate; and (x) make certain dispositions. As of September 30, 2021, MSG National Properties and its restricted subsidiaries were in compliance with the covenants of the National Properties Term Loan Facility. Tao Credit Facilities On May 23, 2019, Tao Group Intermediate Holdings LLC (“TAOIH” or “Intermediate Holdings”) and Tao Group Operating LLC (“TAOG” or “Senior Borrower”), entered into a credit agreement (the “Tao Senior Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and a letter of credit issuer, and the lenders party thereto. Together the Tao Senior Credit Agreement and a $49,000 intercompany subordinated credit agreement that matures in August 2024 (the “Tao Subordinated Credit Agreement”) between a subsidiary of the Company and Tao Group Sub-Holdings Consolidation The Tao Senior Credit Agreement provides TAOG with senior secured credit facilities (the “Tao Senior Secured Credit Facilities”) consisting of: (i) an initial $40,000 term loan facility with a term of five years (the “Tao Term Loan Facility”) and (ii) a $25,000 revolving credit facility with a term of five years (the “Tao Revolving Credit Facility”). Up to $5,000 of the Tao Revolving Credit Facility is available for the issuance of letters of credit. All borrowings under the Tao Revolving Credit Facility, including, without limitation, amounts drawn under the revolving line of credit are subject to the satisfaction of customary conditions. The Tao Senior Secured Credit Facilities were obtained without recourse to the Company or any of its affiliates (other than TAOG, TAOIH and its subsidiaries and in respect of a certain reserve account, each as discussed below). The Tao Senior Credit Agreement requires TAOIH to comply with a maximum total leverage ratio of 4.00:1.00 and a maximum senior leverage ratio of 3.00:1.00 from the closing date until December 31, 2021 and a maximum total leverage ratio of 3.50:1.00 and a maximum senior leverage ratio of 2.50:1.00 from and after December 31, 2021. In addition, there is a minimum fixed charge coverage ratio of 1.25:1.00 for TAOIH. On August 6, 2020, TAOG and TAOIH entered into an amendment to the Tao Senior Credit Agreement, which suspended the application of the financial maintenance covenants thereunder, modified certain restrictive covenants therein through December 31, 2021, modified the applicable interest rates and increased the minimum liquidity requirement for the outstanding balance of $33,750 under the Tao Term Loan Facility and for the $25,000 availability under the Tao Revolving Credit Facility. In addition, in connection with the amendment, the Company, through its direct wholly owned subsidiary, MSG Entertainment Group, entered into a guarantee and reserve account agreement (i) to guarantee the obligations of TAOG under the Tao Senior Credit Agreement, (ii) to establish and grant a security interest in a reserve account that initially held a deposit of approximately $9,800 and (iii) with a covenant to maintain a minimum liquidity requirement of no less than $75,000 at all times. The balance held in the reserve account was approximately $3,200 as of September 30, 2021. As of September 30, 2021, TAOG, TAOIH and the restricted subsidiaries were in compliance with the covenants of the Tao Senior Credit Agreement. All obligations under the Tao Senior Credit Agreement are guaranteed by MSG Entertainment Group, TAOIH and TAOIH’s existing and future direct and indirect domestic subsidiaries (other than (i) TAOG, (ii) domestic subsidiaries substantially all of whose assets consist of controlled foreign corporations and (iii) subsidiaries designated as immaterial subsidiaries or unrestricted subsidiaries) (the “Tao Subsidiary Guarantors,” and together with TAOIH, the “Tao Guarantors”). All obligations under the Tao Senior Credit Agreement, including the guarantees of those obligations, are secured by the reserve account noted above and substantially all of the assets of TAOG and each Tao Guarantor (collectively, “Tao Collateral”), including, but not limited to, a pledge of the equity interests in TAOG held directly by TAOIH and the equity interests in each Tao Subsidiary Guarantor held directly or indirectly by TAOIH. Borrowings under the Tao Senior Credit Agreement bear interest at a floating rate, which at the option of the Senior Borrower may be either (a) a base rate plus an additional rate ranging from 1.50% to 2.50% per annum (determined based on a total leverage ratio) (the “Tao Base Rate”), or (b) a Eurocurrency rate plus an additional rate ranging from 2.50% to 3.50% per annum (determined based on a total leverage ratio) (the “Tao Eurocurrency Rate”), provided that through December 31, 2021, the additional rate used in calculating the floating rate is (i) 1.50% per annum for borrowings bearing the Tao Base Rate, and (ii) 2.50% per annum for borrowings bearing the Eurocurrency Rate. The Tao Senior Credit Agreement requires TAOG to pay a commitment fee of 0.50% in respect of the daily unused commitments under the Tao Revolving Credit Facility. TAOG is also required to pay customary letter of credit fees, as well as fronting fees, to banks that issue letters of credit pursuant to the Tao Senior Credit Agreement. The interest rate on the Tao Senior Credit Agreement as of September 30, 2021 was 2.59%. There was no borrowing outstanding under the Tao Revolving Credit Facility as of September 30, 2021. Tao Group Hospitality utilized $750 of the Tao Revolving Credit Facility for issuance of letters of credit and the remaining borrowing available as of September 30, 2021 was $24,250. As of September 30, 2021, there was $27,500 outstanding under the Tao Term Loan Facility. In addition to the financial covenants described above, the Tao Senior Credit Agreement and the related security agreements contain certain customary representations and warranties, affirmative covenants and events of default. The Tao Senior Credit Agreement contains certain restrictions on the ability of TAOIH, TAOG and its restricted subsidiaries to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the Tao Senior Credit Agreement, including, without limitation, the following: (i) incurring additional indebtedness and contingent liabilities; (ii) creating liens on certain assets; (iii) making investments, loans or advances in or to other persons; (iv) paying dividends and distributions or repurchasing capital stock; (v) engaging in certain transactions with affiliates; (vi) amending specified agreements; (vii) merging or consolidating; (viii) making certain dispositions; and (ix) entering into agreements that restrict the granting of liens. Intermediate Holdings is subject to a customary passive holding company covenant. Subject to customary notice and minimum amount conditions, TAOG may voluntarily repay outstanding loans under the Tao Senior Credit Agreement at any time, in whole or in part, without premium or penalty (except for customary breakage costs with respect to Eurocurrency loans). The initial Tao Term Loan Facility amortizes quarterly in accordance with its terms from June 30, 2019 through March 31, 2024 with a final maturity date on May 23, 2024. TAOG is required to make mandatory prepayments of the Tao Term Loan Facility from the net cash proceeds of certain sales of assets (including Tao Collateral) or casualty insurance and/or condemnation recoveries (in each case, subject to certain reinvestment, repair or replacement rights) and the incurrence of certain indebtedness, subject to certain exceptions. Principal Repayments Long-term debt maturities over the next five years for the outstanding balance under the MSG Networks Senior Secured Credit Facilities, National Properties Term Loan Facility and Tao Credit Facilities as of September 30, 2021 were: MSG Networks National Tao Credit Total Fiscal Year 2022 (remainder) $ 37,125 4,875 $ 5,000 $ 47,000 Fiscal Year 2023 66,000 6,500 10,000 82,500 Fiscal Year 2024 82,500 6,500 12,500 101,500 Fiscal Year 2025 849,750 6,500 — 856,250 Fiscal Year 2026 — 620,750 — 620,750 Thereafter — — — — $ 1,035,375 $ 645,125 $ 27,500 $ 1,708,000 The following table summarizes the outstanding balances under the MSG Networks Senior Secured Credit Facilities, National Properties Term Loan Facility and Tao Credit Facilities as well as the related deferred financing costs in the accompanying consolidated balance sheets as of September 30, 2021 and June 30, 2021: September 30, 2021 June 30, 2021 Principal Unamortized Net (a) Principal Unamortized Net (a) Current portion MSG Networks Senior Secured Credit Facilities $ 49,500 $ (1,250 ) $ 48,250 $ 49,500 $ (1,255 ) $ 48,245 National Properties Term Loan Facility 6,500 (6,783 ) (283 ) 6,500 (6,783 ) (283 ) Tao Credit Facilities 7,500 (239 ) 7,261 6,250 (239 ) 6,011 Current portion of long-term debt, net of deferred financing costs (a) $ 63,500 $ (8,272 ) $ 55,228 $ 62,250 $ (8,277 ) $ 53,973 September 30, 2021 June 30, 2021 Principal Unamortized Net (a) Principal Unamortized Net (a) Noncurrent portion MSG Networks Senior Secured Credit Facilities $ 985,875 $ (2,405 ) $ 983,470 $ 998,250 $ (2,715 ) $ 995,535 National Properties Term Loan Facility 638,625 (21,123 ) 617,502 640,250 (22,819 ) 617,431 Tao Credit Facilities 20,000 (416 ) 19,584 22,500 (475 ) 22,025 Tao Revolving Credit Facility (b) — — — 15,000 — 15,000 Long-term debt, net of deferred financing costs $ 1,644,500 $ (23,944 ) $ 1,620,556 $ 1,676,000 $ (26,009 ) $ 1,649,991 (a) In addition to the outstanding balance associated with the MSG Networks Senior Secured Credit Facilities, the Tao Term Loan Facility, the Tao Revolving Credit Facility and the National Properties Term Loan Facility disclosed above, the Company’s long-term debt, net of deferred financing costs in the accompanying consolidated balance sheets of $1,621,194 and $1,650,628 September 30, 2021 and June 30, 2021, respectively, also includes $637 related to a note with respect to a loan received by BCE from its noncontrolling interest holder. (b) Unamortized deferred financing costs associated with MSGN Revolving Credit Facility and Tao Revolving Credit Facility are presented under the captions Other current assets and Other assets in the accompanying consolidated balance sheets. Supplemental cash flows information During the three months ended September 30, 2021 and 2020, interest payments and loan principal repayments made by the Company under the MSG Networks Senior Secured Credit Facilities, National Properties Term Loan Facility, and Tao Senior Credit Agreement for term loan and revolving credit facilities were as follows: Interest Payments Loan Principal Repayments Three Months Ended Three Months Ended September 30, September 30, September 30, September 30, MSG Networks Senior Secured Credit Facilities $ 4,427 $ 4,782 $ 12,375 $ 6,875 National Properties Term Loan Facility 11,585 — 1,625 — Tao Credit Facilities 241 334 16,250 1,250 $ 16,253 $ 5,116 $ 30,250 $ 8,125 |
Pension Plans and Other Postret
Pension Plans and Other Postretirement Benefit Plan | 3 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Pension Plans And Other Postretirement Benefit Plan | Note 14. Pension Plans and Other Postretirement Benefit Plan See Note 14 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K Through the Merger, the Company also sponsors (i) a non-contributory, non-contributory, non-qualified non-qualified Defined Benefit Pension Plans and Postretirement Benefit Plan The following tables present components of net periodic benefit cost for the Pension Plans and Postretirement Plans included in the accompanying consolidated statements of operations for the three months ended September 30, 2021 and 2020. Service cost is recognized in direct operating expenses and selling, general and administrative expenses. All other components of net periodic benefit cost are reported in miscellaneous expense, net. Pension Plans Postretirement Plans Three Months Ended Three Months Ended September 30, 2021 2020 2021 2020 Service cost $ 118 $ 121 $ 16 $ 22 Interest cost 1,190 1,102 20 19 Expected return on plan assets (1,719 ) (1,509 ) — — Recognized actuarial loss 501 458 9 — Net periodic (benefit) cost $ 90 $ 172 $ 45 $ 41 Defined Contribution Pension Plans For the three months ended September 30, 2021 and 2020, expenses related to the Savings Plans and Union Savings Plan included in the accompanying consolidated statements of operations are as follows: Savings Plans Union Savings Plan Three Months Ended Three Months Ended September 30, September 30, 2021 2020 2021 2020 $2,019 $1,405 $14 $9 |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation | Note 15. Share-based Compensation See Note 15 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K Non-Employee At the Effective Time, each RSU for MSG Networks Inc.’s common stock was converted into 0.172 RSUs for the Company’s Class A Common Stock and each outstanding stock option for MSG Networks Inc.’s common stock was converted into 0.172 options for Class A Common Stock. The exercise price of stock options was adjusted by dividing the exercise price of the MSG Networks Inc.’s stock options by 0.172 (rounded up to the nearest whole cent). All outstanding performance-based vesting RSU or stock option awards for which the performance period had not been completed were converted into time-based (nonperformance based) vesting RSUs or stock option awards, respectively, based on the 100% target number of shares included in the terms of the original award (“Performance Award Conversion”). Share-based compensation expense was $19,528 and $16,156 for the three months ended September 30, 2021 and 2020, respectively. In addition, capitalized share-based compensation expense was $751 and $866 for the three months ended September 30, 2021 and 2020, respectively. RSUs and stock options information is presented herein as if the Company and MSG Networks Inc. had been combined for all periods presented, unless otherwise noted. Restricted Stock Units Award Activity The following table summarizes activity related to holders (including (i) Company employees and (ii) MSG Sports employees that received share-based awards prior to the Entertainment Distribution) of the Company’s RSUs for the three months ended September 30, 2021: Number of Weighted-Average Fair Value Per Share at Date of Grant Nonperformance Based Vesting RSUs (In Thousands) Performance Based Vesting RSUs (In Thousands) Unvested award balance, June 30, 2021 683 701 $ 76.15 Granted 445 422 $ 79.07 Performance Award Conversion 223 (223 ) $ 82.63 Vested (326 ) (77 ) $ 87.67 Forfeited (1 ) (4 ) $ 75.47 Unvested award balance, September 30, 2021 1,024 819 $ 75.01 The fair value of RSUs that vested during the three months ended September 30, 2021 was $32,213. Upon delivery, RSUs granted under the Employee Stock Plan were net share-settled to cover the required statutory tax withholding obligations. To fulfill the employees’ required statutory tax withholding obligations for the applicable income and other employment taxes, 189 of these RSUs, with an aggregate value of $15,189, were retained by the Company during the three months ended September 30, 2021, of which 6 of these RSUs, with an aggregate value of $477, related to MSG Sports employees. Stock Options Award Activity Compensation expense for the Company’s existing stock options is determined based on the grant date fair value of the award calculated using the Black-Scholes options-pricing model. Stock options generally vest over a three years’ service period and expire 7.5 to 10 years from the date of grant. The following table summarizes activity related to the Company’s stock options held by employees for the three months ended September 30, 2021: Number of Time (In Number of Performance Based (In Weighted- Weighted- Aggregate (In Balance as of June 30, 2021 409 315 $ 103.88 Performance Award Conversion 315 (315 ) $ 109.76 Balance as of September 30, 2021 724 — $ 103.88 4.21 $ 780 Exercisable as of September 30, 2021 597 — $ 108.29 3.95 $ 780 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Accumulated Other Comprehensive Loss | Note 16. Accumulated Other Comprehensive Loss The following table details the components of accumulated other comprehensive loss: Three Months Ended September 30, 2021 Pension Plans Postretirement Plan Cumulative Accumulated Other Comprehensive Loss Balance as of June 30, 2021 $ (45,425 ) $ 15,153 $ (30,272 ) Other comprehensive income (loss) before reclassifications — (6,418 ) (6,418 ) Amounts reclassified from accumulated other comprehensive loss (a) 510 — 510 Income tax benefit (expense) (94 ) 1,214 1,120 Other comprehensive income (loss) 416 (5,204 ) (4,788 ) Balance as of September 30, 2021 $ (45,009 ) $ 9,949 $ (35,060 ) Three Months Ended September 30, 2020 Pension Plans Postretirement Plan Cumulative Accumulated Other Comprehensive Loss Balance as of June 30, 2020 $ (38,767 ) $ (10,225 ) $ (48,992 ) Other comprehensive income before reclassifications — 13,951 13,951 Amounts reclassified from accumulated other comprehensive loss (a) 478 — 478 Income tax expense (163 ) (2,569 ) (2,732 ) Other comprehensive income 315 11,382 11,697 Balance as of September 30, 2020 $ (38,452 ) $ 1,157 $ (37,295 ) (a) Amounts reclassified from accumulated other comprehensive loss represent the amortization of net actuarial loss and net unrecognized prior service credit included in net periodic benefit cost, which is reflected under Miscellaneous income (expense), net in the accompanying consolidated statements of operations. |
Income Taxes
Income Taxes | 3 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 17. Income Taxes For the periods prior to the Entertainment Distribution, the Company filed consolidated income tax returns with MSG Sports. The income tax provision included in these periods has been calculated using the separate return basis, as if the Company filed a separate tax return. In addition, although the Company and MSG Networks did not file consolidated returns for periods prior to the Merger, income tax expense or benefit and deferred tax assets and liabilities have been presented on a combined basis for all historical periods, as described in Note 1. Income tax benefit for the three months ended September 30, 2021 of $18,910 differs from income tax benefit derived from applying the statutory federal rate of 21% to the pretax loss primarily due to (i) tax expense of $9,823 to write off the deferred tax for certain transaction costs associated with the Merger and (ii) tax expense of $2,859 related to nondeductible officers’ compensation, partially offset by (i) state income tax benefit of $8,174 and (ii) tax benefit of $1,711 resulting from a change in the estimated applicable tax rate used to measure deferred taxes. Income tax expense for the three months ended September 30, 2020 of $9,457 differs from income tax benefits derived from applying the statutory federal rate of 21% to the pretax loss primarily due to (i) tax expense of $6,746 resulting from a change in the estimated applicable tax rate used to measure deferred taxes, (ii) tax expense of $7,540 resulting from an increase in the valuation allowance, (iii) tax expense of $1,456 related to nondeductible officers’ compensation, and (iv) tax expense of $949 related noncontrolling interests, partially offset by state income tax benefit of $1,735. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax asset will not be realized. As of September 30, 2021, based on current facts and circumstances, management believes that it is more likely than not that the Company will not realize the benefit for a portion of its deferred tax asset. Accordingly, a partial valuation allowance has been recorded as of September 30, 2021. The Company will continue to assess the realizability of its deferred tax assets on a quarterly basis. During the three months ended September 30, 2021 the Company received income tax refunds, net of payments, of $(9,143). During the three months ended September 30, 2020, the Company made income tax payments of $23,960. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 18. Related Party Transactions As of September 30, 2021, members of the Dolan family including trusts for members of the Dolan family (collectively, the “Dolan Family Group”), for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, collectively beneficially owned 100% of the Company’s outstanding Class B Common Stock and approximately 5.0% of the Company’s outstanding Class A Common Stock (inclusive of options exercisable within 60 days of the date hereof). Such shares of the Company’s Class A Common Stock and Class B Common Stock, collectively, represent approximately 72.6% of the aggregate voting power of the Company’s outstanding common stock. Members of the Dolan family are also the controlling stockholders of MSG Sports and AMC Networks Inc. (“AMC Networks”). Current Related Party Arrangements The Company is party to the following agreements and/or arrangements with MSG Sports: • Media rights agreements with MSG Sports pursuant to which the Company has the exclusive media rights to Knicks and Rangers games in their local markets. • Sponsorship sales and service representation agreements pursuant to which the Company has the exclusive right and obligation to sell MSG Sports’ sponsorships for an initial stated term of ten years • A team sponsorship allocation agreement, pursuant to which MSG Sports continues receiving an allocation of sponsorship and signage revenues associated with the sponsorship agreements that existed at the Entertainment Distribution Date; • Arena License Agreements pursuant to which the Company (i) provides MSG Sports the right to use The Garden for games of the Knicks and Rangers for a 35-year • Transition Services Agreement (the “TSA”) pursuant to which the Company provides certain corporate and other transition services to MSG Sports, such as information technology, accounting, accounts payable, payroll, tax, certain legal functions, human resources, insurance and risk management, government affairs, investor relations, corporate communications, benefit plan administration and reporting, and internal audit functions as well as certain marketing functions, in exchange for service fees. MSG Sports also provides certain transition services to the Company, in exchange for service fees; • Sublease agreement, pursuant to which the Company subleases office space to MSG Sports; • Group ticket sales representation agreement, pursuant to which the Company appointed MSG Sports as its sales and service representative to sell group ticket packages related to Company events in exchange for a commission; • Single night rental commission agreement, pursuant to which MSG Sports may, from time to time, sell (or make referrals for sales of) licenses for the use of suites at The Garden for individual Company events in exchange for a commission; • Aircraft time sharing agreements (discussed below); and • Other agreements with MSG Sports entered into in connection with the Entertainment Distribution such as a distribution agreement, a tax disaffiliation agreement, an employee matters agreement, a trademark license agreement and certain other arrangements. Further, the Company shares certain executive support costs, including office space, executive assistants, security and transportation costs, for (i) the Company’s Executive Chairman and Chief Executive Officer and the Company’s President with MSG Sports and (ii) the Company’s Vice Chairman with MSG Sports and AMC Networks. The Company is a party to various aircraft arrangements. Pursuant to certain Aircraft Support Services Agreements (the “Support Agreements”), the Company provides certain aircraft support services to entities controlled by (i) James L. Dolan, the Company’s Executive Chairman, Chief Executive Officer and a director, (ii) Charles F. Dolan, a director, and certain of his children, who are siblings of James L. Dolan, specifically: Thomas C. Dolan (a director of the Company), Deborah Dolan-Sweeney, Patrick F. Dolan, Marianne Dolan Weber (a director of the Company), and Kathleen M. Dolan, and (iii) Patrick F. Dolan, the son of Charles F. Dolan and brother of James L. Dolan. The Company entered into reciprocal time sharing/dry lease agreements with each of (i) Quart 2C, LLC (“Q2C”), a company controlled by James L. Dolan and Kristin A. Dolan, his spouse and a director of the Company, and (ii) Charles F. Dolan and Sterling2k LLC (collectively, “CFD”), an entity owned and controlled by Deborah Dolan-Sweeney, the daughter of Charles F. Dolan and the sister of James L. Dolan, pursuant to which the Company has agreed from time to time to make its aircraft available to each of Q2C and CFD, and Q2C, and CFD have agreed from time to time to make their aircraft available to the Company. Pursuant to the terms of the agreements, Q2C and/or CFD may lease on a non-exclusive, The Company is also party to a dry lease agreement with Brighid Air, LLC (“Brighid Air”), a company owned and controlled by Patrick F. Dolan, the son of Charles F. Dolan and the brother of James L. Dolan, pursuant to which the Company may lease on a non-exclusive The Company and each of MSG Sports and AMC Networks are party to certain aircraft time sharing agreements, pursuant to which the Company has agreed from time to time to make aircraft available to MSG Sports and/or AMC Networks for lease on a “time sharing” basis. Additionally, the Company, MSG Sports and AMC Networks have agreed on an allocation of the costs of certain aircraft and helicopter use by their shared executives. In addition to the aircraft arrangements described above, certain executives of the Company are party to aircraft time sharing agreements, pursuant to which the Company has agreed from time to time to make certain aircraft available for lease on a “time sharing” basis for personal use in exchange for payment of actual expenses of the flight (as listed in the agreement). From time to time the Company enters into arrangements with 605, LLC. James L. Dolan, the Company’s Executive Chairman, Chief Executive Officer and a director, and his spouse, Kristin A. Dolan (a director of the Company), own 50% of 605, LLC. Kristin A. Dolan is also the founder and Chief Executive Officer of 605, LLC. 605, LLC provides audience measurement and data analytics services to the Company and its subsidiaries in the ordinary course of business. As of September 30, 2021 and June 30, 2021, BCE had $637 of notes payable with respect to a loan received by BCE from its noncontrolling interest holder. See Note 13 for further information. The Company has also entered into certain commercial agreements with its equity method investment nonconsolidated affiliates in connection with MSG Sphere. For the three months ended September 30, 2021 and 2020, the Company recorded $8,677 and $13,077, respectively, of capital expenditures in connection with services provided to the Company under these agreements. As of September 30, 2021 and June 30, 2021, accrued capital expenditures associated with related parties were $9,824 and $6,921, respectively, and are reported under other accrued liabilities in the accompanying consolidated balance sheets. Revenues and Operating Expenses (Credits) The following table summarizes the composition and amounts of the transactions with the Company’s affiliates. These amounts are reflected in revenues and operating expenses in the accompanying consolidated statements of operations for the three months ended September 30, 2021 and 2020: Three Months Ended September 30, 2021 2020 Revenues $ 4,187 $ 2,823 Operating expenses (credits): Direct operating — media rights fees $ 40,445 $ 39,541 Direct operating — revenue sharing expenses 854 81 Direct operating — reimbursement under Arena License Arrangement (340 ) (890 ) Direct operating and general and administrative — net credits with MSG Sports (9,216 ) (10,180 ) Direct operating — origination, master control and technical services 1,208 1,184 Other operating expenses, net 2,122 133 Revenues In connection with the Entertainment Distribution, the Company entered into Arena License Agreements with MSG Sports that, among other things, require the Knicks and the Rangers to play their home games at The Garden in exchange for fixed annual license fees scheduled to be paid monthly over the term of the agreements. The Company accounts for these license fees as operating lease revenue given that the Company provides MSG Sports with the right to direct the use of and obtain substantially all of the economic benefit from The Garden during Knicks and Rangers home games, as further detailed in Note 9. Operating lease revenue is recognized on a straight-line basis over the lease term, adjusted pursuant to the terms of the Arena License Agreements. In the case of the Arena License Agreements, the lease terms relate to non-consecutive The Arena License Agreements provide that license fees are not required to be paid by MSG Sports during periods when The Garden is unavailable for use due to a force majeure event. As a result of government-mandated suspension of events at The Garden beginning on March 13, 2020 due to the impact of the COVID-19 not In addition to the Arena License Agreements discussed above, the Company’s revenues from related parties also included revenue from sponsorship sales and service representation agreements with MSG Sports of $2,348 and $2,204 during the three months ended September 30, 2021 and 2020, respectively. The Company also earned $611 and $619 of sublease revenue from related parties during the three months ended September 30, 2021 and 2020, respectively. These related party revenues were partially offset by approximately $124 of merchandise revenue sharing with MSG Sports during the three months ended September 30, 2021. Media Rights Fees The media rights agreements with MSG Sports, effective as of July 1, 2015, provide the MSG Networks segment with the exclusive media rights to Knicks and Rangers games in their local markets. Revenue Sharing Expenses In connection with the Entertainment Distribution, revenue sharing expenses include MSG Sports’ share of the Company’s suite license arrangements and certain venue signage agreements entered into by the Company, as well as profit sharing expenses related to in-venue Corporate General and Administrative Expenses, net — MSG Sports The Company’s corporate overhead expenses that are charged to MSG Sports are primarily related to centralized functions, including information technology, accounting, accounts payable, payroll, tax, legal, human resources, insurance and risk management, investor relations, corporate communications, benefit plan administration and reporting, and internal audit. For the three months ended September 30, 2021 and 2020, direct operating and general and administrative expenses, net – MSG Sports on the table above primarily reflect charges from the Company to MSG Sports pursuant to the TSA of $9,216 and $10,179, respectively. Direct operating — origination, master control and technical services AMC Networks provides certain origination, master control, and technical services to the MSG Networks segment. Other Operating Expenses, net The Company and its related parties enter into transactions with each other in the ordinary course of business. Amounts charged to the Company for other transactions with its related parties are net of amounts charged by the Company to the Knickerbocker Group, LLC, an entity owned by James L. Dolan, the Executive Chairman, Chief Executive Officer and a director of the Company, for office space and the cost of certain technology services. In addition, other operating expenses include net charges relating to (i) reciprocal aircraft arrangements between the Company and each of Q2C and CFD, (ii) time sharing and/or dry lease agreements with MSG Sports, AMC Networks and Brighid Air and (iii) commission under the group ticket sales representation agreement with MSG Sports. |
Segment Information
Segment Information | 3 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Note 19. Segment Information The Company is comprised of three 280-10-50-1, non-capitalizable (b) non-event The Company evaluates segment performance based on several factors, of which the key financial measure is operating income (loss) before (i) adjustments to remove the impact of non-cash non-GAAP non-operating non-cash non-recurring The Company believes adjusted operating income (loss) is an appropriate measure for evaluating the operating performance of its business segments and the Company on a consolidated basis. Adjusted operating income (loss) and similar measures with similar titles are common performance measures used by investors and analysts to analyze the Company’s performance. The Company uses revenues and adjusted operating income (loss) measures as the most important indicators of its business performance, and evaluates management’s effectiveness with specific reference to these indicators. Adjusted operating income (loss) should be viewed as a supplement to and not a substitute for operating income (loss), net income (loss), cash flows from operating activities, and other measures of performance and/or liquidity presented in accordance with GAAP. Since adjusted operating income (loss) is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other companies. The Company has presented the components that reconcile operating income (loss), the most directly comparable GAAP financial measure, to adjusted operating income (loss). Information as to the operations of the Company’s reportable segments is set forth below. Three Months Ended September 30, 2021 Entertainment MSG Tao Purchase accounting Inter-segment Total Revenues $ 34,239 $ 141,473 $ 119,464 $ — $ (666 ) $ 294,510 Direct operating expenses 36,302 68,423 61,093 85 (142 ) 165,761 Selling, general and administrative expenses 92,962 47,975 34,094 — (192 ) 174,839 Depreciation and amortization 19,656 1,797 6,378 1,599 — 29,430 Impairment of long-lived assets — — 7,818 — — 7,818 Operating income (loss) $ (114,681 ) $ 23,278 $ 10,081 $ (1,684 ) $ (332 ) $ (83,338 ) Loss in equity method investments (1,207 ) Interest income 775 Interest expense (9,248 ) Miscellaneous expense, net (a) (2,547 ) Loss from operations before income taxes $ (95,565 ) Reconciliation of operating loss to adjusted operating income: Operating income (loss) $ (114,681 ) $ 23,278 $ 10,081 $ (1,684 ) $ (332 ) $ (83,338 ) Add back: Non-cash (543 ) — — — — (543 ) Share-based compensation 10,143 7,474 1,911 — — 19,528 Depreciation and amortization 19,656 1,797 6,378 1,599 — 29,430 Amortization for capitalized cloud computing arrangement costs 41 44 — — — 85 Merger and acquisition related costs 13,992 23,200 — — — 37,192 Impairment of long-lived assets — — 7,818 — — 7,818 Other purchase accounting adjustments — — — 85 — 85 Adjusted operating income (loss) $ (71,392 ) $ 55,793 $ 26,188 $ — $ (332 ) $ 10,257 Other information: Capital expenditures $ 133,538 $ 1,449 $ 2,284 $ — $ — $ 137,271 Three Months Ended September 30, 2020 Entertainment MSG Tao Group Purchase accounting Inter-segment Total Revenues $ 7,555 $ 157,363 $ 7,221 $ — $ (1,593 ) $ 170,546 Direct operating expenses 23,615 65,072 9,828 924 (208 ) 99,231 Selling, general and administrative expenses 52,650 22,527 7,603 — (1,123 ) 81,657 Depreciation and amortization 22,014 1,828 1,046 3,522 — 28,410 Restructuring charges 19,927 — — — — 19,927 Operating income (loss) $ (110,651 ) $ 67,936 $ (11,256 ) $ (4,446 ) $ (262 ) $ (58,679 ) Loss in equity method investments (1,696 ) Interest income 772 Interest expense (5,273 ) Miscellaneous income, net (a) 34,017 Loss from operations before income taxes $ (30,859 ) Reconciliation of operating loss to adjusted operating loss: Operating income (loss) $ (110,651 ) $ 67,936 $ (11,256 ) $ (4,446 ) $ (262 ) $ (58,679 ) Add back: Share-based compensation 10,433 4,627 1,096 — — 16,156 Depreciation and amortization 22,014 1,828 1,046 3,522 — 28,410 Restructuring charges 19,927 — — — — 19,927 Other purchase accounting adjustments — — — 924 — 924 Adjusted operating income (loss) $ (58,277 ) $ 74,391 $ (9,114 ) $ — $ (262 ) $ 6,738 Other information: Capital expenditures $ 111,399 $ 1,741 $ 659 $ — $ — $ 113,799 (a) Miscellaneous income (expense), net includes the following: Three Months Ended 2021 2020 Unrealized gain (loss) on equity investments with readily determinable fair value, see Note 7 for further details. $ (2,460 ) $ 33,658 Non-service (8 ) (91 ) Others, net (79 ) 450 Total $ (2,547 ) $ 34,017 Concentration of Risk Substantially all revenues and assets of the Company’s reportable segments are attributed to or located in the United States. A majority of the Company’s revenue and assets are concentrated in the New York City metropolitan area. Accounts receivable, net on the accompanying consolidated balance sheets as of September 30, 2021 and June 30, 2021 include amounts due from the following individual customers, all derived from the MSG Networks segment, which accounted for the noted percentages of the gross balance: September 30, 2021 June 30, 2021 Customer A 16 % 16 % Customer B 16 % 15 % Customer C 13 % 17 % Revenues in the accompanying consolidated statements of operations for the three months ended September 30, 2021 and 2020 include amounts from the following individual customers, which accounted for the noted percentages of the total: Three Months Ended September 30, 2021 September 30, 2020 Customer 1 15 % 26 % Customer 2 13 % 24 % Customer 3 10 % 19 % The accompanying consolidated balance sheets as of September 30, 2021 and June 30, 2021 include the following approximate amounts that are recorded in connection with the Company’s license agreement with the New Jersey Devils: September 30, 2021 June 30, 2021 Prepaid expenses $ 700 $ 1,400 Other current assets 3,700 3,700 Other assets 30,400 31,100 $ 34,800 $ 36,200 |
Correction of Previously Issued
Correction of Previously Issued Consolidated Financial Statements | 3 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Correction of Previously Issued Consolidated Financial Statements | Note 20. Correction of Previously Issued Consolidated Financial Statements Subsequent to the issuance of the Company’s consolidated financial statements as of September 30, 2021 and 2020 (the “previously issued financial statements”), management re-evaluated 835-20, Capitalization of Interest 835-20”) 835-20 The following tables present the effect of correcting this accounting error, net of income tax benefits, on the Company’s previously issued financial statements: The effect of the correction of the error noted above on the Company’s previously issued consolidated balance sheets as of September 30, 2021 and June 30, 2021 is as follows: September 30, 2021 June 30, 2021 As Previously Adjustment As Revised As Adjustment As Revised Property and equipment, net $ 2,226,175 $ 58,554 $ 2,284,729 $ 2,107,064 $ 49,228 $ 2,156,292 Total assets 5,279,366 58,554 5,337,920 5,240,651 49,228 5,289,879 Deferred tax liabilities, net 167,180 10,601 177,781 191,429 8,896 200,325 Total liabilities 3,090,902 10,601 3,101,503 2,962,743 8,896 2,971,639 Additional paid-in 2,279,180 13,977 2,293,157 2,280,798 13,977 2,294,775 Accumulated deficit (209,549 ) 33,976 (175,573 ) (122,696 ) 26,355 (96,341 )) Total Madison Square Garden Entertainment Corp. 2,034,913 47,953 2,082,866 2,128,170 40,332 2,168,502 Total equity 2,048,054 47,953 2,096,007 2,140,074 40,332 2,180,406 Total liabilities, redeemable noncontrolling interests and equity 5,279,366 58,554 5,337,920 5,240,651 49,228 5,289,879 The effect of the correction of the error noted above on the Company’s previously issued consolidated statements of operations for the three months ended September 30, 2021 and 2020 is as follows: September 30, 2021 September 30, 2020 (in thousands) As Adjustment As As Adjustment As Revised Interest expense $ (18,574 ) $ 9,326 $ (9,248 ) $ (5,628 ) $ 355 $ (5,273 ) Loss from operations before income taxes (104,891 ) 9,326 (95,565 ) (31,214 ) 355 (30,859 ) Income tax benefit (expense) 20,615 (1,705 ) 18,910 (9,392 ) (65 ) (9,457 ) Net loss (84,276 ) 7,621 (76,655 ) (40,606 ) 290 (40,316 ) Net income (loss) attributable to Madison Square Garden Entertainment Corp.’s stockholders (86,853 ) 7,621 (79,232 ) (36,087 ) 290 (35,797 ) Basic and diluted loss per common share attributable to Madison Square Garden Entertainment Corp.’s stockholders (2.55 ) 0.22 (2.32 ) (1.06 ) 0.01 (1.05 ) The effect of the correction of the error noted above on the Company’s previously issued consolidated statements of comprehensive loss for the three months ended September 30, 2021 and 2020 is as follows: September 30, 2021 September 30, 2020 (in thousands) As Adjustment As As Adjustment As Revised Net loss $ (84,276 ) $ 7,621 $ (76,655 ) $ (40,606 ) $ 290 $ (40,316 ) Comprehensive loss (89,064 ) 7,621 (81,443 ) (28,909 ) 290 (28,619 ) Comprehensive income (loss) attributable to Madison Square Garden Entertainment Corp.’s stockholders (91,641 ) 7,621 (84,020 ) (24,390 ) 290 (24,100 ) The effect of the correction of the error noted above on the Company’s previously issued consolidated statements of cash flows for the three months ended September 30, 2021 and 2020 is as follows: September 30, 2021 September 30, 2020 (in thousands) As Adjustment As Revised As Adjustment As Revised Net loss $ (84,276 ) $ 7,62 $ (76,655 ) $ (40,606 ) $ 290 $ (40,316 ) Benefit from deferred income taxes (21,741 ) 1,705 (20,036 ) (9,655 ) 65 (9,590 ) Net cash provided by (used in) operating activities (2,338 ) 9,326 6,988 (95,582 ) 355 (95,227 ) Capitalized interest — (9,326 ) (9,326 ) — (355 ) (355 ) Net cash used in investing activities (136,976 ) (9,326 ) (146,302 ) 192,589 (355 ) 192,234 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Combination | Principles of Consolidation The consolidated financial statements of the Company include the accounts of Madison Square Garden Entertainment Corp. and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. In addition, the consolidated financial statements of the Company include the accounts from Tao Group Hospitality and BCE, in which the Company has controlling voting interests. The Company’s consolidation criteria are based on authoritative accounting guidance for voting interest or variable interest entities. Tao Group Hospitality and BCE are consolidated with the equity owned by other stockholders shown as redeemable or nonredeemable noncontrolling interests in the accompanying consolidated balance sheets, and the other stockholders’ portion of net income (loss) and other comprehensive income (loss) shown as net income (loss) or comprehensive income (loss) attributable to redeemable or nonredeemable noncontrolling interests in the accompanying consolidated statements of operations and consolidated statements of comprehensive income (loss), respectively. See Note 2 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K |
Use of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amount of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the provision for credit losses, valuation of investments, goodwill, intangible assets, other long-lived assets, pension and other postretirement benefit obligations and the related net periodic benefit cost, tax accruals and other liabilities. In addition, estimates are used in revenue recognition, rights fees, income tax, performance and share-based compensation, depreciation and amortization, litigation matters and other matters, as well as in the valuation of contingent consideration and noncontrolling interests resulting from business combination transactions. Management believes its use of estimates in the financial statements to be reasonable. Management evaluates its estimates on an ongoing basis using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time and, as such, these estimates may ultimately differ from actual results. Changes in estimates resulting from weakness in the economic environment or other factors beyond the Company’s control could be material and would be reflected in the Company’s financial statements in future periods. Summary of Significant Accounting Policies The following is an update to the Company’s Summary of Significant Accounting Policies, disclosed in its Annual Report on Form 10-K Revenue Recognition — Media Affiliation Fee and Advertising Revenues The MSG Networks segment generates revenues principally from affiliation fees charged to cable, satellite, telephone and other platforms (“Distributors”) for the right to carry its networks, as well as from the sale of advertising, largely derived from the sale of inventory in its professional sports programming. Due to the COVID-19 2020-21 Affiliation fee revenue is earned from Distributors for the right to carry the MSG Networks segment’s networks under contracts, commonly referred to as “affiliation agreements.” The performance obligation under its affiliation agreements is satisfied as MSG Networks provides its programming over the term of the affiliation agreement. Affiliation fee is the predominant revenue stream of the MSG Networks segment. Substantially all of the MSG Networks’ affiliation agreements are sales-based and usage-based royalty arrangements, the revenue for which is recognized as the sale or usage occurs. The transaction price is represented by affiliation fees that are generally based upon contractual rates applied to the number of the Distributor’s subscribers who receive or can receive the MSG Networks programming. Such subscriber information is generally not received until after the close of the reporting period, and in these cases, the Company estimates the number of subscribers. Historical adjustments to recorded estimates have not been material. In addition to affiliation fee revenue, the MSG Networks segment also earns advertising revenue primarily through the sale of commercial time and other advertising inventory during its programming. In general, these advertising arrangements either do not exceed one year or are primarily multi-year media banks, the elements of which are agreed upon each year. Advertising revenue is recognized as advertising is aired. In certain advertising arrangements, the Company guarantees specified viewer ratings for its programming. In such cases, the promise to deliver the guaranteed viewer ratings by airing the advertising represents MSG Networks’ performance obligation. A contract liability is recognized as deferred revenue to the extent any guaranteed viewer ratings are not met and the customer is expected to exercise a contractual right for additional advertising time. The related revenue is subsequently recognized as revenue either when MSG Networks provides the required additional advertising time, or additional performance requirements become remote, which may be at the time the guarantee obligation contractually expires. Direct Operating Expenses Direct operating expenses from the MSG Networks segment primarily represent media rights fees and other direct programming and production costs, such as the salaries of on-air Advertising Expenses Advertising costs are typically charged to expense when incurred. The MSG Networks segment enters into nonmonetary transactions, primarily with its Distributors (see discussion below), that involve the exchange of advertising and promotional benefits, for the segment’s services. Total advertising costs, which are primarily related to the aforementioned nonmonetary transactions and classified in selling, general and administrative expenses, were $4,489 and $4,685 for the three months ended September 30, 2021 and 2020, respectively. Noncash Consideration The MSG Networks segment enters into nonmonetary transactions, primarily with its Distributors, that involve the exchange of products or services, such as advertising and promotional benefits, for the segment’s services. For arrangements that are subject to sales based and usage-based royalty guidance, MSG Networks measures noncash consideration that it receives at fair value as the sale or usage occurs. For other arrangements, the MSG Networks segment measures the estimated fair value of the noncash consideration that it receives at contract inception. If the MSG Networks segment cannot reasonably estimate the fair value of the noncash consideration, the segment measures the fair value of the consideration indirectly by reference to the standalone selling price of the services promised to the customer in exchange for the consideration as revenues. |
Interest Capitalization | Interest Capitalization For significant long term construction projects, the Company begins to capitalize qualified interest cost once activities necessary to get the asset ready for its intended use have commenced. The Company calculates qualified interest capitalization using the average amount of accumulated expenditures during the period the asset is being prepared for its intended use and a capitalization rate which is derived from the Company’s weighted average borrowing rate during such time, in the absence of specific borrowings related to the significant long term construction projects. The Company ceases capitalization on any portions substantially completed and ready for their intended use. |
Recently Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Recently Issued Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting 2021-01, |
Investment and Loans to Noncons
Investment and Loans to Nonconsolidated Affiliates (Policies) | 3 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Fair Value Measurement, Policy [Policy Text Block] | In accordance with the ASC Topic 321, Investments—Equity Securities, the Company applies the measurement alternative to its equity investments without readily determinable fair values. Under the measurement alternative, equity securities without readily determinable fair values are accounted for at cost, adjusted for impairment and changes resulting from observable price fluctuations in orderly transactions for the identical or a similar investment of the same issuer. |
Leases (Policies)
Leases (Policies) | 3 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Lessee, Leases [Policy Text Block] | The Company’s leases primarily consist of certain live-performance venues, entertainment dining and nightlife venues, corporate office space, storage and, to a lesser extent, office and other equipment. The Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the lease term is assessed based on the date when the underlying asset is made available by the lessor for the Company’s use. The Company’s assessment of the lease term reflects the non-cancellable For leases with a term exceeding 12 months, a lease liability is recorded on the Company’s consolidated balance sheet at lease commencement reflecting the present value of the fixed minimum payment obligations over the lease term. A corresponding ROU asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. The Company includes fixed payment obligations related to non-lease non-lease |
Lessor, Leases [Policy Text Block] | In connection with the Entertainment Distribution, the Company entered into Arena License Agreements with MSG Sports that, among other things, require the Knicks and the Rangers to play their home games at The Garden in exchange for fixed annual license fees scheduled to be paid monthly over the term of the agreements. The Company accounts for these license fees as operating lease revenue given that the Company provides MSG Sports with the right to direct the use of and obtain substantially all of the economic benefit from The Garden during Knicks and Rangers home games. Operating lease revenue is recognized on a straight-line basis over the lease term, adjusted pursuant to the terms of the Arena License Agreements. In the case of the Arena License Agreements, the lease terms relate to non-consecutive sports |
Description of Business and B_2
Description of Business and Basis of Presentation (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Text Block [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The results of operations for the eight days ended July 8, 2021 from MSG Networks were immaterial and the Company has included these results in the period for the three months ended September 30, 2021. The following table provides the impact of the change in reporting entity on the results of operations for the three months September 30, 2020 in accordance with Accounting Standards Codification (“ASC”) Subtopic 250-10-50-6: Decrease in net loss attributable to Madison Square Garden Entertainment Corp.’s stockholders $ 53,758 Decrease in other comprehensive income $ (2,606 ) Decrease in net loss per common share attributable to Madison Square Garden Entertainment Corp.’s stockholders (basic and diluted) $ 2.63 |
Acquisition (Tables)
Acquisition (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The Company’s PPA and measurement period adjustment for the Hakkasan acquisition is presented below: Fair Value Measurement (a) Fair Value 30, 2021 as adjusted Cash and cash equivalents $ 16,737 $ — $ 16,737 Property and equipment, net 33,393 — 33,393 Right-of-use 44,818 — 44,818 Amortizable intangible assets, net 47,170 (7,020 ) 40,150 Other assets 12,641 — 12,641 Accrued expenses and other current liabilities (15,957 ) 1,534 (14,423 ) Operating lease liabilities (52,025 ) — (52,025 ) Other liabilities (13,655 ) — (13,655 ) Total identifiable net assets acquired 73,122 (5,486 ) 67,636 Goodwill 3,378 (2,014 ) 1,364 Redeemable noncontrolling interests $ (76,500 ) $ 7,500 $ (69,000 ) (a) During the three months ended September 30, 2021, the Company recorded an adjustment to reflect a measurement period adjustment. Upon the finalization of the closing statement during the first quarter of Fiscal Year 2022, the noncontrolling interest owned by Hakkasan Parent in Tao Group Sub-Holdings 18 15 wrote-off |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Accounts Receivable, Allowance for Credit Loss | The following table presents the activity in the allowance for credit losses for the three months ended September 30, 2021: Beginning balance $ 6,449 Provision for expected credit losses 437 Write-offs (986 ) Ending balance $ 5,900 |
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, Three Months Ended September 30, 2021 Entertainment MSG Tao Group Hospitality Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 22,580 $ — $ 108,690 $ (181 ) $ 131,089 Sponsorship, signage and suite licenses (b) 7,776 636 135 — 8,547 Media related, primarily from affiliation agreements (c) — 140,471 — — 140,471 Other (d) 1,567 366 10,639 (485 ) 12,087 Total revenues from contracts with customers $ 31,923 $ 141,473 $ 119,464 $ (666 ) $ 292,194 Three Months Ended September 30, 2020 Entertainment MSG Tao Group Hospitality Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 727 $ — $ 5,660 $ — $ 6,387 Sponsorship, signage and suite licenses (b) 2,460 284 72 (232 ) 2,584 Media related, primarily from affiliation agreements (c) — 156,651 — — 156,651 Other (d) 3,620 428 1,489 (1,361 ) 4,176 Total revenues from contracts with customers $ 6,807 $ 157,363 $ 7,221 $ (1,593 ) $ 169,798 (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 Note 4 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K (c) See “ — Note 2. Accounting Policies — Summary of Significant Accounting Policies — Revenue Recognition — Media Affiliation Fee and Advertising Revenues for further details on the pattern of recognition of Media affiliation fee and advertising revenues in the MSG Networks segment. (d) Primarily consists of (i) revenues from sponsorship sales and representation agreements with MSG Sports, (ii) Tao Group Hospitality’s managed venue revenues, and (iii) advertising commission revenues recognized by the Entertainment segment from the MSG Networks segment of $410 and $1,195 for the three months ended September 30, 2021 and 2020, respectively, that are eliminated in consolidation. 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 consolidated revenues by type of goods or services in accordance with the required entity-wide disclosure requirements of ASC Subtopic 280-10-50-38 606-10-50-5 Three Months ended September 30, 2021 Entertainment MSG Tao Group Hospitality Eliminations Total Ticketing and venue license fee revenues (a) $ 16,836 $ — $ — $ — $ 16,836 Sponsorship and signage, suite, and advertising commission revenues (b) 10,813 — — (410 ) 10,403 Revenues from entertainment dining and nightlife offerings (c) — — 119,464 (256 ) 119,208 Food, beverage and merchandise revenues 3,923 — — — 3,923 Media networks revenues (d) — 141,473 — — 141,473 Other 351 — — — 351 Total revenues from contracts with customers $ 31,923 $ 141,473 $ 119,464 $ (666 ) $ 292,194 Three Months ended September 30, 2020 Entertainment MSG Tao Group Hospitality Eliminations Total Ticketing and venue license fee revenues (a) $ 730 $ — $ — $ — $ 730 Sponsorship and signage, suite, and advertising commission revenues (b) 5,859 — — (1,427 ) 4,432 Revenues from entertainment dining and nightlife offerings (c) — — 7,221 (166 ) 7,055 Food, beverage and merchandise revenues — — — — — Media networks revenues (d) — 157,363 — — 157,363 Other 218 — — — 218 Total revenues from contracts with customers $ 6,807 $ 157,363 $ 7,221 $ (1,593 ) $ 169,798 (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) Amounts include revenues from sponsorship sales and representation agreements with MSG Sports and advertising commission revenues recognized by the Entertainment segment from the MSG Networks segment of $410 and $1,195 for the three months ended September 30, 2021 and 2020, respectively, that are eliminated in consolidation. (c) Primarily consist of revenues from (i) entertainment dining and nightlife offerings and (ii) venue management agreements. (d) Primarily consist of affiliation fees from Distributors and, to a lesser extent, advertising revenues through the sale of commercial time and other advertising inventory during MSG Networks programming. |
Contract Balances | The following table provides information about contract balances from the Company’s contracts with customers as of September 30, 2021 and June 30, 2021: September 30, June 30, Receivables from contracts with customers, net (a) $ 189,958 $ 185,112 Contract assets, current (b) 8,598 7,052 Contract assets, non-current (b) 94 87 Deferred revenue, including non-current (c) 266,941 210,187 (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 September 30, 2021 and June 30, 2021, the Company’s receivables from contracts with customers above included $11,512 and $4,848, respectively, related to various related parties. See Note 18 for further details on related party arrangements. (b) Contract assets, which are reported as Other current assets or Other assets (non-current (c) Deferred revenue primarily relates to the Company’s receipt of consideration from customers in advance of the Company’s transfer of goods or services to those customers. Deferred revenue is reduced and the related revenue is recognized once the underlying goods or services are transferred to a customer. Revenue recognized for the three months ended September 30, 2021 relating to the contract liability balance (primarily deferred revenue) as of June 30, 2021 was $20,408. |
Remaining Performance Obligation | The following table depicts the estimated revenue expected to be recognized, based on current projections and expectations of our business resuming, in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2021. This primarily relates to performance obligations under sponsorship and suite license arrangements and to a lesser extent, non-variable Fiscal Year 2022 (remainder) $ 125,176 Fiscal Year 2023 120,864 Fiscal Year 2024 99,307 Fiscal Year 2025 70,132 Fiscal Year 2026 54,383 Thereafter 65,865 $ 535,727 |
Computation of Earnings (Loss_2
Computation of Earnings (Loss) per Common Share (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Computation of Earnings (Loss) per Common Share [Abstract] | |
Reconciliation of Weighted-Average Shares Used in Calculation of Basic and Diluted Earnings (Loss) Per Common Share | The following table presents a reconciliation of weighted-average shares used in the calculations of basic and diluted earnings (loss) per common share attributable to the Company’s stockholders (“EPS”). Three Months Ended 2021 2020 Net loss attributable to Madison Square Garden Entertainment Corp.’s stockholders (numerator): Net loss attributable to Madison Square Garden Entertainment Corp.’s stockholders $ (79,232 ) $ (35,797 ) Weighted-average shares (denominator): Weighted-average shares for basic and diluted EPS (a) 34,095 34,165 Basic and diluted loss per common share attributable to Madison Square Garden Entertainment Corp.’s stockholders $ (2.32 ) $ (1.05 ) (a) All restricted stock units and stock options were excluded from the above table because the Company reported a net loss for the periods presented and, therefore, their impact on reported loss per share would have been antidilutive. See Note 15 for further detail. |
Cash, Cash Equivalent and Res_2
Cash, Cash Equivalent and Restricted Cash (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Cash, Cash Equivalents and Restricted Cash [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | The following table provides a summary of the amounts recorded as cash, cash equivalents and restricted cash. As of September 30, 2021 June 30, 2021 September 30, 2020 June 30, 2020 Captions on the consolidated balance sheets: Cash and cash equivalents $ 1,331,450 $ 1,516,992 $ 1,180,159 $ 1,103,392 Restricted cash (a) 24,029 22,984 27,807 17,749 Cash, cash equivalents and restricted cash on the consolidated statements of cash flows $ 1,355,479 $ 1,539,976 $ 1,207,966 $ 1,121,141 (a) See Note 2 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K |
Investments and Loans to Nonc_2
Investments and Loans to Nonconsolidated Affiliates (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Investments in and Advances to Affiliates [Abstract] | |
Investments and Loans Cost and Equity Method Investees | The Company’s investments in nonconsolidated affiliates, which are accounted for under the equity method of accounting and equity investments without readily determinable fair values in accordance with ASC Topic 323, Investments—Equity Method and Joint Ventures Investments—Equity Securities Ownership Investment September 30, 2021 Equity method investments: SACO Technologies Inc. (“SACO”) 30 % $ 34,873 Others 6,390 Equity securities without readily determinable fair values (a) 6,877 Total investments in nonconsolidated affiliates $ 48,140 June 30, 2021 Equity method investments: SACO 30 % $ 36,265 Others 6,204 Equity securities without readily determinable fair values (a) 6,752 Total investments in nonconsolidated affiliates $ 49,221 (a) In accordance with the ASC Topic 321, Investments—Equity Securities, the Company applies the measurement alternative to its equity investments without readily determinable fair values. Under the measurement alternative, equity securities without readily determinable fair values are accounted for at cost, adjusted for impairment and changes resulting from observable price fluctuations in orderly transactions for the identical or a similar investment of the same issuer. For the three months ended September 30, 2021 and 2020, the Company did not have impairment charges or change in carrying value recorded to its equity securities without readily determinable fair values. |
Equity Securities with Readily Determinable Fair Value | The cost basis and the carrying fair value of these investments, which are reported under Other assets in the accompanying consolidated balance sheets as of September 30, 2021 and June 30, 2021, are as follows: September 30, 2021 Equity Investment with Readily Determinable Fair Values Shares /Units Held Cost Basis Carrying / Fair value Townsquare Class A common stock 583 $ 4,221 $ 7,621 Townsquare Class C common stock 2,625 19,001 34,309 DraftKings common stock 869 6,036 41,874 Total $ 29,258 $ 83,804 June 30, 2021 Equity Investment with Readily Determinable Fair Values Shares / Units Held Cost Carrying / Fair value Townsquare Class A common stock 583 $ 4,221 $ 7,435 Townsquare Class C common stock 2,625 19,001 33,469 DraftKings common stock 869 6,036 45,360 Total $ 29,258 $ 86,264 |
Gain (Loss) on Securities | The following table summarizes the realized and unrealized gain (loss) on equity investments with readily determinable fair value for the three months ended September 30, 2021 and 2020: Three Months Ended 2021 2020 Unrealized gain — Townsquare $ 1,027 $ 610 Unrealized gain (loss) — DraftKings (3,487 ) 33,048 $ (2,460 ) $ 33,658 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | As of September 30, 2021 and June 30, 2021, property and equipment consisted of the following: September 30, 2021 June 30, 2021 Land $ 148,468 $ 150,750 Buildings 998,811 996,295 Equipment 408,051 405,835 Aircraft 38,090 38,090 Furniture and fixtures 38,299 40,660 Leasehold improvements 225,032 214,678 Construction in progress (a) 1,342,832 1,194,525 3,199,583 3,040,833 Less accumulated depreciation and amortization (914,854 ) (884,541 ) $ 2,284,729 $ 2,156,292 (a) Interest is capitalized during the construction period for significant long term construction projects. The Company capitalizes interest within the Entertainment segment in connection with the construction of MSG Sphere in Las Vegas. For the three months ended September 30, 2021 and 202 0 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Summary of ROU Assets and Lease Liabilities | The following table summarizes the ROU assets and lease liabilities recorded on the Company’s consolidated balance sheets as of September 30, 2021 and June 30, 2021: Line Item in the Company’s Consolidated September 30, 2021 June 30, 2021 Right-of-use Operating leases Right-of-use $ 413,463 $ 280,579 Lease liabilities: Operating leases, current Operating lease liabilities, current $ 53,571 $ 73,423 Operating leases, noncurrent Operating lease liabilities, noncurrent 396,569 233,556 Total lease liabilities $ 450,140 $ 306,979 |
Lease, Cost | The following table summarizes the activity recorded within the Company’s consolidated statements of operations for the three months ended September 30, 2021 and 2020: Line Item in the Company’s Consolidated Three Months Ended 2021 2020 Lease cost, operating leases Direct operating expenses $ 11,636 $ 6,407 Lease cost, operating leases Selling, general and administrative expenses 6,421 6,493 Variable lease cost Direct operating expenses 1,086 276 Variable lease cost Selling, general and administrative expenses 14 23 Total lease cost $ 19,157 $ 13,199 |
Operaing Lease Maturity Schedule | Maturities of operating lease liabilities as of September 30, 2021 are as follows: Fiscal Year 2022 (remainder) $ 35,369 Fiscal Year 2023 80,695 Fiscal Year 2024 76,696 Fiscal Year 2025 50,857 Fiscal Year 2026 33,168 Thereafter 389,721 Total lease payments 666,506 Less imputed interest 216,366 Total lease liabilities $ 450,140 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Carrying Amount of Goodwill by Reportable Segment | The carrying amount of goodwill as of September 30, 2021 and June 30, 2021 are as follows: Entertainment MSG Tao Group Total Balance as of June 30, 2021 $ 74,309 $ 424,508 $ 3,378 $ 502,195 Measurement period adjustment (a) — — (2,014 ) (2,014 ) Balance as of September 30, 2021 $ 74,309 $ 424,508 $ 1,364 $ 500,181 (a) During the three months ended September 30, 2021, the Company recorded an adjustment to reflect a measurement period adjustment in connection with the acquisition of Hakkasan by Tao Group Hospitality. Upon the finalization of the closing statement during the first quarter of Fiscal Year 2022, the noncontrolling interest owned by Hakkasan Parent in Tao Group Sub-Holdings wrote-off 10-K |
Schedule of Indefinite-Lived Intangible Assets | The carrying amount of indefinite-lived intangible assets, all of which are within the Entertainment segment, as of September 30, 2021 and June 30, 2021 were as follows: Trademarks $ 61,881 Photographic related rights 1,920 Total $ 63,801 |
Schedule of Intangible Assets Subject to Amortization | The Company’s intangible assets subject to amortization are as follows: September 30, 2021 Gross Accumulated Amortization Net Trade names $ 113,269 $ (26,906 ) $ 86,363 Venue management contracts 85,616 (19,046 ) 66,570 Affiliate relationships 83,044 (57,086 ) 25,958 Non-compete 9,000 (7,304 ) 1,696 Festival rights 8,080 (2,831 ) 5,249 Other intangibles 4,217 (3,884 ) 333 $ 303,226 $ (117,057 ) $ 186,169 June 30, 2021 Gross Accumulated Amortization Net Trade names $ 121,000 $ (25,605 ) $ 95,395 Venue management contracts 85,700 (17,518 ) 68,182 Affiliate relationships 83,044 (56,221 ) 26,823 Non-compete 9,000 (6,913 ) 2,087 Festival rights 8,080 (2,696 ) 5,384 Other intangibles 4,217 (3,814 ) 403 $ 311,041 $ (112,767 ) $ 198,274 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Other Commitments | The Company’s off-balance Fiscal Year 2022 $ 276,707 Fiscal Year 2023 273,370 Fiscal Year 2024 253,485 Fiscal Year 2025 246,013 Fiscal Year 2026 249,584 Thereafter 2,347,091 $ 3,646,250 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets Measured on a Recurring Basis | The following table presents the Company’s assets that are measured at fair value within Level I of the fair value hierarchy on a recurring basis using observable inputs that reflect quoted prices for identical assets in active markets. These assets include (i) cash equivalents in money market accounts and time deposits, and (ii) equity investments with readily determinable fair value: Line Item on Consolidated Balance Sheet September 30, 2021 June 30, 2021 Assets: Money market accounts and time deposits (a) Cash and cash equivalents $ 1,166,105 $ 1,361,729 Equity investments with readily determinable fair value (b) Other assets 83,804 86,264 Total assets measured at fair value $ 1,249,909 $ 1,447,993 (a) The carrying amount of the Company’s cash equivalents in money market accounts and time deposits approximate fair value due to their short-term maturities. (b) See Note 7 for more information on the Company’s equity investments with readily determinable fair value in Townsquare and DraftKings. |
Schedule of Financial Instruments | the carrying value and fair value of the Company’s financial instruments reported in the accompanying consolidated balance sheets are as follows: September 30, 2021 June 30, 2021 Carrying Value Fair Value Carrying Value Fair Value Liabilities Current and non-current (a) $ 1,035,375 $ 1,030,200 $ 1,047,750 $ 1,042,510 Current and non-current (a) $ 645,125 $ 662,866 $ 646,750 $ 669,386 Current and non-current (a) $ 27,500 $ 27,599 $ 43,750 $ 43,851 (a) On October 11, 2019, MSGN Holdings L.P., certain MSGN Holdings L.P. subsidiaries and certain MSG Networks Inc. subsidiaries entered into an amended and restated credit facility consisting of a $ 1,100,000 |
Credit Facilities (Tables)
Credit Facilities (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | MSG Networks National Tao Credit Total Fiscal Year 2022 (remainder) $ 37,125 4,875 $ 5,000 $ 47,000 Fiscal Year 2023 66,000 6,500 10,000 82,500 Fiscal Year 2024 82,500 6,500 12,500 101,500 Fiscal Year 2025 849,750 6,500 — 856,250 Fiscal Year 2026 — 620,750 — 620,750 Thereafter — — — — $ 1,035,375 $ 645,125 $ 27,500 $ 1,708,000 |
Schedule of Debt Outstanding and Deferred Financing Costs | The following table summarizes the outstanding balances under the MSG Networks Senior Secured Credit Facilities, National Properties Term Loan Facility and Tao Credit Facilities as well as the related deferred financing costs in the accompanying consolidated balance sheets as of September 30, 2021 and June 30, 2021: September 30, 2021 June 30, 2021 Principal Unamortized Net (a) Principal Unamortized Net (a) Current portion MSG Networks Senior Secured Credit Facilities $ 49,500 $ (1,250 ) $ 48,250 $ 49,500 $ (1,255 ) $ 48,245 National Properties Term Loan Facility 6,500 (6,783 ) (283 ) 6,500 (6,783 ) (283 ) Tao Credit Facilities 7,500 (239 ) 7,261 6,250 (239 ) 6,011 Current portion of long-term debt, net of deferred financing costs (a) $ 63,500 $ (8,272 ) $ 55,228 $ 62,250 $ (8,277 ) $ 53,973 September 30, 2021 June 30, 2021 Principal Unamortized Net (a) Principal Unamortized Net (a) Noncurrent portion MSG Networks Senior Secured Credit Facilities $ 985,875 $ (2,405 ) $ 983,470 $ 998,250 $ (2,715 ) $ 995,535 National Properties Term Loan Facility 638,625 (21,123 ) 617,502 640,250 (22,819 ) 617,431 Tao Credit Facilities 20,000 (416 ) 19,584 22,500 (475 ) 22,025 Tao Revolving Credit Facility (b) — — — 15,000 — 15,000 Long-term debt, net of deferred financing costs $ 1,644,500 $ (23,944 ) $ 1,620,556 $ 1,676,000 $ (26,009 ) $ 1,649,991 (a) In addition to the outstanding balance associated with the MSG Networks Senior Secured Credit Facilities, the Tao Term Loan Facility, the Tao Revolving Credit Facility and the National Properties Term Loan Facility disclosed above, the Company’s long-term debt, net of deferred financing costs in the accompanying consolidated balance sheets of $1,621,194 and $1,650,628 September 30, 2021 and June 30, 2021, respectively, also includes $637 related to a note with respect to a loan received by BCE from its noncontrolling interest holder. (b) Unamortized deferred financing costs associated with MSGN Revolving Credit Facility and Tao Revolving Credit Facility are presented under the captions Other current assets and Other assets in the accompanying consolidated balance sheets. |
Schedule of Cash Flow, Supplemental Disclosures | interest payments and loan principal repayments made by the Company under the MSG Networks Senior Secured Credit Facilities, National Properties Term Loan Facility, and Tao Senior Credit Agreement for term loan and revolving credit facilities were as follows: Interest Payments Loan Principal Repayments Three Months Ended Three Months Ended September 30, September 30, September 30, September 30, MSG Networks Senior Secured Credit Facilities $ 4,427 $ 4,782 $ 12,375 $ 6,875 National Properties Term Loan Facility 11,585 — 1,625 — Tao Credit Facilities 241 334 16,250 1,250 $ 16,253 $ 5,116 $ 30,250 $ 8,125 |
Pension Plans and Other Postr_2
Pension Plans and Other Postretirement Benefit Plan (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Net Periodic Benefit Cost | The following tables present components of net periodic benefit cost for the Pension Plans and Postretirement Plans included in the accompanying consolidated statements of operations for the three months ended September 30, 2021 and 2020. Service cost is recognized in direct operating expenses and selling, general and administrative expenses. All other components of net periodic benefit cost are reported in miscellaneous expense, net. Pension Plans Postretirement Plans Three Months Ended Three Months Ended September 30, 2021 2020 2021 2020 Service cost $ 118 $ 121 $ 16 $ 22 Interest cost 1,190 1,102 20 19 Expected return on plan assets (1,719 ) (1,509 ) — — Recognized actuarial loss 501 458 9 — Net periodic (benefit) cost $ 90 $ 172 $ 45 $ 41 |
Schedule of Defined Contribution Plans | For the three months ended September 30, 2021 and 2020, expenses related to the Savings Plans and Union Savings Plan included in the accompanying consolidated statements of operations are as follows: Savings Plans Union Savings Plan Three Months Ended Three Months Ended September 30, September 30, 2021 2020 2021 2020 $2,019 $1,405 $14 $9 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | The following table summarizes activity related to holders (including (i) Company employees and (ii) MSG Sports employees that received share-based awards prior to the Entertainment Distribution) of the Company’s RSUs for the three months ended September 30, 2021: Number of Weighted-Average Fair Value Per Share at Date of Grant Nonperformance Based Vesting RSUs (In Thousands) Performance Based Vesting RSUs (In Thousands) Unvested award balance, June 30, 2021 683 701 $ 76.15 Granted 445 422 $ 79.07 Performance Award Conversion 223 (223 ) $ 82.63 Vested (326 ) (77 ) $ 87.67 Forfeited (1 ) (4 ) $ 75.47 Unvested award balance, September 30, 2021 1,024 819 $ 75.01 |
Share-based Payment Arrangement, Option, Activity | The following table summarizes activity related to the Company’s stock options held by employees for the three months ended September 30, 2021: Number of Time (In Number of Performance Based (In Weighted- Weighted- Aggregate (In Balance as of June 30, 2021 409 315 $ 103.88 Performance Award Conversion 315 (315 ) $ 109.76 Balance as of September 30, 2021 724 — $ 103.88 4.21 $ 780 Exercisable as of September 30, 2021 597 — $ 108.29 3.95 $ 780 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income Loss (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The following table details the components of accumulated other comprehensive loss: Three Months Ended September 30, 2021 Pension Plans Postretirement Plan Cumulative Accumulated Other Comprehensive Loss Balance as of June 30, 2021 $ (45,425 ) $ 15,153 $ (30,272 ) Other comprehensive income (loss) before reclassifications — (6,418 ) (6,418 ) Amounts reclassified from accumulated other comprehensive loss (a) 510 — 510 Income tax benefit (expense) (94 ) 1,214 1,120 Other comprehensive income (loss) 416 (5,204 ) (4,788 ) Balance as of September 30, 2021 $ (45,009 ) $ 9,949 $ (35,060 ) Three Months Ended September 30, 2020 Pension Plans Postretirement Plan Cumulative Accumulated Other Comprehensive Loss Balance as of June 30, 2020 $ (38,767 ) $ (10,225 ) $ (48,992 ) Other comprehensive income before reclassifications — 13,951 13,951 Amounts reclassified from accumulated other comprehensive loss (a) 478 — 478 Income tax expense (163 ) (2,569 ) (2,732 ) Other comprehensive income 315 11,382 11,697 Balance as of September 30, 2020 $ (38,452 ) $ 1,157 $ (37,295 ) (a) Amounts reclassified from accumulated other comprehensive loss represent the amortization of net actuarial loss and net unrecognized prior service credit included in net periodic benefit cost, which is reflected under Miscellaneous income (expense), net in the accompanying consolidated statements of operations. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes the composition and amounts of the transactions with the Company’s affiliates. These amounts are reflected in revenues and operating expenses in the accompanying consolidated statements of operations for the three months ended September 30, 2021 and 2020: Three Months Ended September 30, 2021 2020 Revenues $ 4,187 $ 2,823 Operating expenses (credits): Direct operating — media rights fees $ 40,445 $ 39,541 Direct operating — revenue sharing expenses 854 81 Direct operating — reimbursement under Arena License Arrangement (340 ) (890 ) Direct operating and general and administrative — net credits with MSG Sports (9,216 ) (10,180 ) Direct operating — origination, master control and technical services 1,208 1,184 Other operating expenses, net 2,122 133 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information by Segment | Information as to the operations of the Company’s reportable segments is set forth below. Three Months Ended September 30, 2021 Entertainment MSG Tao Purchase accounting Inter-segment Total Revenues $ 34,239 $ 141,473 $ 119,464 $ — $ (666 ) $ 294,510 Direct operating expenses 36,302 68,423 61,093 85 (142 ) 165,761 Selling, general and administrative expenses 92,962 47,975 34,094 — (192 ) 174,839 Depreciation and amortization 19,656 1,797 6,378 1,599 — 29,430 Impairment of long-lived assets — — 7,818 — — 7,818 Operating income (loss) $ (114,681 ) $ 23,278 $ 10,081 $ (1,684 ) $ (332 ) $ (83,338 ) Loss in equity method investments (1,207 ) Interest income 775 Interest expense (9,248 ) Miscellaneous expense, net (a) (2,547 ) Loss from operations before income taxes $ (95,565 ) Reconciliation of operating loss to adjusted operating income: Operating income (loss) $ (114,681 ) $ 23,278 $ 10,081 $ (1,684 ) $ (332 ) $ (83,338 ) Add back: Non-cash (543 ) — — — — (543 ) Share-based compensation 10,143 7,474 1,911 — — 19,528 Depreciation and amortization 19,656 1,797 6,378 1,599 — 29,430 Amortization for capitalized cloud computing arrangement costs 41 44 — — — 85 Merger and acquisition related costs 13,992 23,200 — — — 37,192 Impairment of long-lived assets — — 7,818 — — 7,818 Other purchase accounting adjustments — — — 85 — 85 Adjusted operating income (loss) $ (71,392 ) $ 55,793 $ 26,188 $ — $ (332 ) $ 10,257 Other information: Capital expenditures $ 133,538 $ 1,449 $ 2,284 $ — $ — $ 137,271 Three Months Ended September 30, 2020 Entertainment MSG Tao Group Purchase accounting Inter-segment Total Revenues $ 7,555 $ 157,363 $ 7,221 $ — $ (1,593 ) $ 170,546 Direct operating expenses 23,615 65,072 9,828 924 (208 ) 99,231 Selling, general and administrative expenses 52,650 22,527 7,603 — (1,123 ) 81,657 Depreciation and amortization 22,014 1,828 1,046 3,522 — 28,410 Restructuring charges 19,927 — — — — 19,927 Operating income (loss) $ (110,651 ) $ 67,936 $ (11,256 ) $ (4,446 ) $ (262 ) $ (58,679 ) Loss in equity method investments (1,696 ) Interest income 772 Interest expense (5,273 ) Miscellaneous income, net (a) 34,017 Loss from operations before income taxes $ (30,859 ) Reconciliation of operating loss to adjusted operating loss: Operating income (loss) $ (110,651 ) $ 67,936 $ (11,256 ) $ (4,446 ) $ (262 ) $ (58,679 ) Add back: Share-based compensation 10,433 4,627 1,096 — — 16,156 Depreciation and amortization 22,014 1,828 1,046 3,522 — 28,410 Restructuring charges 19,927 — — — — 19,927 Other purchase accounting adjustments — — — 924 — 924 Adjusted operating income (loss) $ (58,277 ) $ 74,391 $ (9,114 ) $ — $ (262 ) $ 6,738 Other information: Capital expenditures $ 111,399 $ 1,741 $ 659 $ — $ — $ 113,799 (a) Miscellaneous income (expense), net includes the following: Three Months Ended 2021 2020 Unrealized gain (loss) on equity investments with readily determinable fair value, see Note 7 for further details. $ (2,460 ) $ 33,658 Non-service (8 ) (91 ) Others, net (79 ) 450 Total $ (2,547 ) $ 34,017 |
Schedules of Concentration of Risk | Accounts receivable, net on the accompanying consolidated balance sheets as of September 30, 2021 and June 30, 2021 include amounts due from the following individual customers, all derived from the MSG Networks segment, which accounted for the noted percentages of the gross balance: September 30, 2021 June 30, 2021 Customer A 16 % 16 % Customer B 16 % 15 % Customer C 13 % 17 % Revenues in the accompanying consolidated statements of operations for the three months ended September 30, 2021 and 2020 include amounts from the following individual customers, which accounted for the noted percentages of the total: Three Months Ended September 30, 2021 September 30, 2020 Customer 1 15 % 26 % Customer 2 13 % 24 % Customer 3 10 % 19 % The accompanying consolidated balance sheets as of September 30, 2021 and June 30, 2021 include the following approximate amounts that are recorded in connection with the Company’s license agreement with the New Jersey Devils: September 30, 2021 June 30, 2021 Prepaid expenses $ 700 $ 1,400 Other current assets 3,700 3,700 Other assets 30,400 31,100 $ 34,800 $ 36,200 |
Correction of Previously Issu_2
Correction of Previously Issued Consolidated Financial Statements (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Correction of Previously Issued Consolidated Financial Statements | The following tables present the effect of correcting this accounting error, net of income tax benefits, on the Company’s previously issued financial statements: The effect of the correction of the error noted above on the Company’s previously issued consolidated balance sheets as of September 30, 2021 and June 30, 2021 is as follows: September 30, 2021 June 30, 2021 As Previously Adjustment As Revised As Adjustment As Revised Property and equipment, net $ 2,226,175 $ 58,554 $ 2,284,729 $ 2,107,064 $ 49,228 $ 2,156,292 Total assets 5,279,366 58,554 5,337,920 5,240,651 49,228 5,289,879 Deferred tax liabilities, net 167,180 10,601 177,781 191,429 8,896 200,325 Total liabilities 3,090,902 10,601 3,101,503 2,962,743 8,896 2,971,639 Additional paid-in 2,279,180 13,977 2,293,157 2,280,798 13,977 2,294,775 Accumulated deficit (209,549 ) 33,976 (175,573 ) (122,696 ) 26,355 (96,341 )) Total Madison Square Garden Entertainment Corp. 2,034,913 47,953 2,082,866 2,128,170 40,332 2,168,502 Total equity 2,048,054 47,953 2,096,007 2,140,074 40,332 2,180,406 Total liabilities, redeemable noncontrolling interests and equity 5,279,366 58,554 5,337,920 5,240,651 49,228 5,289,879 The effect of the correction of the error noted above on the Company’s previously issued consolidated statements of operations for the three months ended September 30, 2021 and 2020 is as follows: September 30, 2021 September 30, 2020 (in thousands) As Adjustment As As Adjustment As Revised Interest expense $ (18,574 ) $ 9,326 $ (9,248 ) $ (5,628 ) $ 355 $ (5,273 ) Loss from operations before income taxes (104,891 ) 9,326 (95,565 ) (31,214 ) 355 (30,859 ) Income tax benefit (expense) 20,615 (1,705 ) 18,910 (9,392 ) (65 ) (9,457 ) Net loss (84,276 ) 7,621 (76,655 ) (40,606 ) 290 (40,316 ) Net income (loss) attributable to Madison Square Garden Entertainment Corp.’s stockholders (86,853 ) 7,621 (79,232 ) (36,087 ) 290 (35,797 ) Basic and diluted loss per common share attributable to Madison Square Garden Entertainment Corp.’s stockholders (2.55 ) 0.22 (2.32 ) (1.06 ) 0.01 (1.05 ) The effect of the correction of the error noted above on the Company’s previously issued consolidated statements of comprehensive loss for the three months ended September 30, 2021 and 2020 is as follows: September 30, 2021 September 30, 2020 (in thousands) As Adjustment As As Adjustment As Revised Net loss $ (84,276 ) $ 7,621 $ (76,655 ) $ (40,606 ) $ 290 $ (40,316 ) Comprehensive loss (89,064 ) 7,621 (81,443 ) (28,909 ) 290 (28,619 ) Comprehensive income (loss) attributable to Madison Square Garden Entertainment Corp.’s stockholders (91,641 ) 7,621 (84,020 ) (24,390 ) 290 (24,100 ) The effect of the correction of the error noted above on the Company’s previously issued consolidated statements of cash flows for the three months ended September 30, 2021 and 2020 is as follows: September 30, 2021 September 30, 2020 (in thousands) As Adjustment As Revised As Adjustment As Revised Net loss $ (84,276 ) $ 7,62 $ (76,655 ) $ (40,606 ) $ 290 $ (40,316 ) Benefit from deferred income taxes (21,741 ) 1,705 (20,036 ) (9,655 ) 65 (9,590 ) Net cash provided by (used in) operating activities (2,338 ) 9,326 6,988 (95,582 ) 355 (95,227 ) Capitalized interest — (9,326 ) (9,326 ) — (355 ) (355 ) Net cash used in investing activities (136,976 ) (9,326 ) (146,302 ) 192,589 (355 ) 192,234 |
Description of Business and B_3
Description of Business and Basis of Presentation (Details) | Jul. 09, 2021$ / sharesshares | Sep. 30, 2021segments$ / shares | Jun. 30, 2021$ / shares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Number of segments | segments | 3 | ||
Class A Common Stock | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock, par value (dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 |
Class A Common Stock | MSG Networks [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock, par value (dollars per share) | $ / shares | $ 0.01 | ||
Pending Business Combination Equity Interest Issued Or Issuable Share Conversion Ratio | shares | 0.172 | ||
Stock Issued During Period, Shares, New Issues | shares | shares | 7,476,000 | ||
Class B Common Stock | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock, par value (dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 |
Class B Common Stock | MSG Networks [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock, par value (dollars per share) | $ / shares | $ 0.01 | ||
Pending Business Combination Equity Interest Issued Or Issuable Share Conversion Ratio | shares | 0.172 | ||
Stock Issued During Period, Shares, New Issues | shares | shares | 2,337,000 |
Description of Business and B_4
Description of Business and Basis of Presentation - Schedule of Error Corrections and Prior Period Adjustments (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Sep. 30, 2020USD ($)$ / shares | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Change in Reporting Entity, Earnings per Share | $ / shares | $ 2.63 |
Net Income (Loss) Attributable To The Company's Stockholders | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Change In Reporting Entity, Amount Changed | $ 53,758 |
Other Comprehensive Income (Loss) | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Change In Reporting Entity, Amount Changed | $ (2,606) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Advertising costs | $ 4,489 | $ 4,685 |
Acquisition (Details)
Acquisition (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Apr. 27, 2021 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 500,181 | $ 502,195 | |
Hakkasan | Change In Ownership [Member] | Goodwill [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | 480 | ||
Hakkasan | Change In Ownership [Member] | Other Intangible Assets [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | 7,020 | ||
Hakkasan | Change In Ownership [Member] | Noncontrolling Interest [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | 7,500 | ||
Hakkasan | Other Measurement Period Adjustments [Member] | Goodwill [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | 1,534 | ||
Hakkasan | Other Measurement Period Adjustments [Member] | Accrued Liabilities [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | $ 1,534 | ||
Hakkasan | Previously Reported [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 16,737 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 33,393 | ||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Right-of-use lease assets | 44,818 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 47,170 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 12,641 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (15,957) | ||
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation | (52,025) | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (13,655) | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 73,122 | ||
Goodwill | 3,378 | ||
Redeemable Noncontrolling Interest, Equity, Other, Fair Value | 76,500 | ||
Hakkasan | Revision of Prior Period, Adjustment [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | (7,020) | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 1,534 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | (5,486) | ||
Goodwill | (2,014) | ||
Redeemable Noncontrolling Interest, Equity, Other, Fair Value | 7,500 | ||
Hakkasan | Adjusted After Measuring Period Adjustment [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 16,737 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 33,393 | ||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Right-of-use lease assets | 44,818 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 40,150 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 12,641 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (14,423) | ||
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation | (52,025) | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (13,655) | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 67,636 | ||
Goodwill | 1,364 | ||
Redeemable Noncontrolling Interest, Equity, Other, Fair Value | $ (69,000) | ||
Hakkasan | Tao Group Hospitality | |||
Business Acquisition [Line Items] | |||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Including Subsequent Acquisition, Percentage | 66.00% | ||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 77.50% | ||
Hakkasan | Hakkasan Parent | Tao Group Hospitality | |||
Business Acquisition [Line Items] | |||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 15.00% | 18.00% |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | |
Related Party Transaction [Line Items] | |||
Revenue Not from Contract with Customer, Other | $ 2,316 | $ 748 | |
Allowance for doubtful accounts | 5,900 | $ 6,449 | |
Financing Receivable, Allowance for Credit Loss, Write off | (986) | ||
Provision for Other Credit Losses | $ 437 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | ||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | $ 292,194 | $ 169,798 | |
Ticketing and venue license fee revenues | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [1] | 16,836 | 730 |
Sponsorship and signage, suite, and advertising commission revenues (b) | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [2] | 10,403 | 4,432 |
Food, beverage and merchandise revenues | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | 3,923 | 0 | |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | 351 | 218 | |
Revenues from Entertainment Diningand Nightlife Offerings [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [3] | 119,208 | 7,055 |
Media Networks Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [4] | 141,473 | 157,363 |
Eliminations | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | (666) | (1,593) | |
Eliminations | Ticketing and venue license fee revenues | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [1] | 0 | 0 |
Eliminations | Sponsorship and signage, suite, and advertising commission revenues (b) | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [2] | (410) | (1,427) |
Eliminations | Food, beverage and merchandise revenues | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | 0 | 0 | |
Eliminations | Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | 0 | 0 | |
Eliminations | Revenues from Entertainment Diningand Nightlife Offerings [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [3] | (256) | (166) |
Eliminations | Media Networks Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [4] | 0 | 0 |
Entertainment | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | 31,923 | 6,807 | |
Entertainment | Operating Segments | Ticketing and venue license fee revenues | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [1] | 16,836 | 730 |
Entertainment | Operating Segments | Sponsorship and signage, suite, and advertising commission revenues (b) | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [2] | 10,813 | 5,859 |
Entertainment | Operating Segments | Food, beverage and merchandise revenues | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | 3,923 | 0 | |
Entertainment | Operating Segments | Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | 351 | 218 | |
Entertainment | Operating Segments | Revenues from Entertainment Diningand Nightlife Offerings [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [3] | 0 | 0 |
Entertainment | Operating Segments | Media Networks Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [4] | 0 | 0 |
Tao Group Hospitality | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | 119,464 | 7,221 | |
Tao Group Hospitality | Operating Segments | Ticketing and venue license fee revenues | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [1] | 0 | 0 |
Tao Group Hospitality | Operating Segments | Sponsorship and signage, suite, and advertising commission revenues (b) | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [2] | 0 | 0 |
Tao Group Hospitality | Operating Segments | Food, beverage and merchandise revenues | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | 0 | 0 | |
Tao Group Hospitality | Operating Segments | Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | 0 | 0 | |
Tao Group Hospitality | Operating Segments | Revenues from Entertainment Diningand Nightlife Offerings [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [3] | 119,464 | 7,221 |
Tao Group Hospitality | Operating Segments | Media Networks Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [4] | 0 | 0 |
MSG Networks [Member] | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | 141,473 | 157,363 | |
MSG Networks [Member] | Operating Segments | Ticketing and venue license fee revenues | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [1] | 0 | 0 |
MSG Networks [Member] | Operating Segments | Sponsorship and signage, suite, and advertising commission revenues (b) | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [2] | 0 | 0 |
MSG Networks [Member] | Operating Segments | Food, beverage and merchandise revenues | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | 0 | 0 | |
MSG Networks [Member] | Operating Segments | Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | 0 | 0 | |
MSG Networks [Member] | Operating Segments | Revenues from Entertainment Diningand Nightlife Offerings [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [3] | 0 | 0 |
MSG Networks [Member] | Operating Segments | Media Networks Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [4] | 141,473 | 157,363 |
Transferred at Point in Time | Eventrelated [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [5] | 131,089 | 6,387 |
Transferred at Point in Time | Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [6] | 12,087 | 4,176 |
Transferred at Point in Time | Eliminations | Eventrelated [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [5] | (181) | 0 |
Transferred at Point in Time | Eliminations | Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [6] | (485) | (1,361) |
Transferred at Point in Time | Entertainment | Operating Segments | Eventrelated [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [5] | 22,580 | 727 |
Transferred at Point in Time | Entertainment | Operating Segments | Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [6] | 1,567 | 3,620 |
Transferred at Point in Time | Tao Group Hospitality | Operating Segments | Eventrelated [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [5] | 108,690 | 5,660 |
Transferred at Point in Time | Tao Group Hospitality | Operating Segments | Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [6] | 10,639 | 1,489 |
Transferred at Point in Time | MSG Networks [Member] | Operating Segments | Eventrelated [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [5] | 0 | 0 |
Transferred at Point in Time | MSG Networks [Member] | Operating Segments | Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [6] | 366 | 428 |
Transferred over Time | Media Networks Affiliation And Advertising [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [7] | 140,471 | 156,651 |
Transferred over Time | Sponsorship Signage and Suite Licenses [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [8] | 8,547 | 2,584 |
Transferred over Time | Eliminations | Media Networks Affiliation And Advertising [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [7] | 0 | 0 |
Transferred over Time | Eliminations | Sponsorship Signage and Suite Licenses [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [8] | 0 | (232) |
Transferred over Time | Entertainment | Operating Segments | Media Networks Affiliation And Advertising [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [7] | 0 | 0 |
Transferred over Time | Entertainment | Operating Segments | Sponsorship Signage and Suite Licenses [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [8] | 7,776 | 2,460 |
Transferred over Time | Entertainment | Eliminations | Sponsorship Signage and Suite Licenses [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | 410 | 1,195 | |
Transferred over Time | Tao Group Hospitality | Operating Segments | Media Networks Affiliation And Advertising [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [7] | 0 | 0 |
Transferred over Time | Tao Group Hospitality | Operating Segments | Sponsorship Signage and Suite Licenses [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [8] | 135 | 72 |
Transferred over Time | MSG Networks [Member] | Operating Segments | Media Networks Affiliation And Advertising [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [7] | 140,471 | 156,651 |
Transferred over Time | MSG Networks [Member] | Operating Segments | Sponsorship Signage and Suite Licenses [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues from contracts with customers | [8] | $ 636 | $ 284 |
[1] | 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. | ||
[2] | Amounts include revenues from sponsorship sales and representation agreements with MSG Sports and advertising commission revenues recognized by the Entertainment segment from the MSG Networks segment of $410 and $1,195 for the three months ended September 30, 2021 and 2020, respectively, that are eliminated in consolidation. | ||
[3] | Primarily consist of revenues from (i) entertainment dining and nightlife offerings and (ii) venue management agreements. | ||
[4] | Primarily consist of affiliation fees from Distributors and, to a lesser extent, advertising revenues through the sale of commercial time and other advertising inventory during MSG Networks programming. | ||
[5] | 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. | ||
[6] | Primarily consists of (i) revenues from sponsorship sales and representation agreements with MSG Sports, (ii) Tao Group Hospitality’s managed venue revenues, and (iii) advertising commission revenues recognized by the Entertainment segment from the MSG Networks segment of $410 and $1,195 for the three months ended September 30, 2021 and 2020, respectively, that are eliminated in consolidation. | ||
[7] | See “ — Note 2. Accounting Policies — Summary of Significant Accounting Policies — Revenue Recognition — Media Affiliation Fee and Advertising Revenues for further details on the pattern of recognition of Media affiliation fee and advertising revenues in the MSG Networks segment. | ||
[8] | See Note 4 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K for further details on the pattern of recognition of sponsorship, signage and suite license revenues. |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | ||
Contract Balances [Line Items] | |||
Revenue recognized | $ 20,408 | ||
Receivables from contracts with customers, net | |||
Contract Balances [Line Items] | |||
Contract balance, assets | [1] | 189,958 | $ 185,112 |
Other current assets | |||
Contract Balances [Line Items] | |||
Contract balance, assets | [2] | 8,598 | 7,052 |
Deferred revenue, including non-current portion | |||
Contract Balances [Line Items] | |||
Contract balance, liabilities | [3] | 266,941 | 210,187 |
Net related party receivables | Affiliated Entity [Member] | |||
Contract Balances [Line Items] | |||
Contract balance, assets | 11,512 | 4,848 | |
Other Assets [Member] | |||
Contract Balances [Line Items] | |||
Contract balance, assets | [2] | $ 94 | $ 87 |
[1] | 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 September 30, 2021 and June 30, 2021, the Company’s receivables from contracts with customers above included $11,512 and $4,848, respectively, related to various related parties. See Note 18 for further details on related party arrangements. | ||
[2] | Contract assets, which are reported as Other current assets or Other assets (non-current portion) in the Company’s consolidated balance sheets, primarily relate to the Company’s rights to consideration for goods or services transferred to customers, 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. | ||
[3] | Deferred revenue primarily relates to the Company’s receipt of consideration from customers in advance of the Company’s transfer of goods or services to those customers. Deferred revenue is reduced and the related revenue is recognized once the underlying goods or services are transferred to a customer. Revenue recognized for the three months ended September 30, 2021 relating to the contract liability balance (primarily deferred revenue) as of June 30, 2021 was $20,408. |
Revenue Recognition - Remaining
Revenue Recognition - Remaining Performance Obligation (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 535,727 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 125,176 |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 120,864 |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 99,307 |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 70,132 |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 54,383 |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 65,865 |
Expected timing of satisfaction, period | 1 year |
Computation of Earnings (Loss_3
Computation of Earnings (Loss) per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Computation of Earnings (Loss) per Common Share [Abstract] | ||
Net income (loss) attributable to Madison Square Garden Entertainment Corp.'s stockholders | $ (79,232) | $ (35,797) |
Weighted-average shares for basic EPS | 34,095 | 34,165 |
Earnings Per Share, Basic and Diluted | $ (2.32) | $ (1.05) |
Cash, Cash Equivalent and Res_3
Cash, Cash Equivalent and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | |
Cash, Cash Equivalents and Restricted Cash [Abstract] | |||||
Cash and cash equivalents | $ 1,331,450 | $ 1,516,992 | $ 1,180,159 | $ 1,103,392 | |
Restricted cash | [1] | 24,029 | 22,984 | 27,807 | 17,749 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Total | $ 1,355,479 | $ 1,539,976 | $ 1,207,966 | $ 1,121,141 | |
[1] | See Note 2 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K for more information regarding the nature of restricted cash. |
Investments and Loans to Nonc_3
Investments and Loans to Nonconsolidated Affiliates - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||
Investments | $ 48,140 | $ 49,221 | |
Equity method investments | SACO | |||
Schedule of Equity Method Investments [Line Items] | |||
Interest acquired (as a percent) | 30.00% | 30.00% | |
Investments | $ 34,873 | $ 36,265 | |
Equity method investments | Other Equity Method Investee | |||
Schedule of Equity Method Investments [Line Items] | |||
Investments | 6,390 | 6,204 | |
Equity method investments | Other Investees | |||
Schedule of Equity Method Investments [Line Items] | |||
Investments | [1] | $ 6,877 | $ 6,752 |
[1] | In accordance with the ASC Topic 321, Investments—Equity Securities, the Company applies the measurement alternative to its equity investments without readily determinable fair values. Under the measurement alternative, equity securities without readily determinable fair values are accounted for at cost, adjusted for impairment and changes resulting from observable price fluctuations in orderly transactions for the identical or a similar investment of the same issuer. For the three months ended September 30, 2021 and 2020, the Company did not have impairment charges or change in carrying value recorded to its equity securities without readily determinable fair values. |
Investments and Loans to Nonc_4
Investments and Loans to Nonconsolidated Affiliates - Investments in Equity Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||
Cost of equity investment with readily determinable fair value | $ 29,258 | $ 29,258 | |
Equity Securities, FV-NI | 83,804 | $ 86,264 | |
Debt and Equity Securities, Gain (Loss) | (2,460) | $ 33,658 | |
Townsquare [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Debt and Equity Securities, Gain (Loss) | $ 1,027 | 610 | |
Townsquare [Member] | Common stock | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment Owned, Balance, Shares | 3,208 | ||
Townsquare [Member] | Common stock | Common Class A [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment Owned, Balance, Shares | 583 | 583 | |
Cost of equity investment with readily determinable fair value | $ 4,221 | $ 4,221 | |
Equity Securities, FV-NI | $ 7,621 | $ 7,435 | |
Townsquare [Member] | Common stock | Common Class C | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment Owned, Balance, Shares | 2,625 | 2,625 | |
Cost of equity investment with readily determinable fair value | $ 19,001 | $ 19,001 | |
Equity Securities, FV-NI | 34,309 | $ 33,469 | |
Draftkings [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Debt and Equity Securities, Gain (Loss) | $ (3,487) | $ 33,048 | |
Draftkings [Member] | Common Class A [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment Owned, Balance, Shares | 869 | 869 | |
Cost of equity investment with readily determinable fair value | $ 6,036 | $ 6,036 | |
Equity Securities, FV-NI | $ 41,874 | $ 45,360 | |
Draftkings [Member] | Common stock | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment Owned, Balance, Shares | 869 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 3,199,583 | $ 3,040,833 | |
Less accumulated depreciation and amortization | (914,854) | (884,541) | |
Property and equipment, net | 2,284,729 | 2,156,292 | |
Other Accrued Liabilities, Current | 221,345 | 210,749 | |
Depreciation | 25,120 | $ 24,661 | |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 148,468 | 150,750 | |
Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 998,811 | 996,295 | |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 408,051 | 405,835 | |
Aircraft [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 38,090 | 38,090 | |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 38,299 | 40,660 | |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 225,032 | 214,678 | |
Construction in progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,342,832 | 1,194,525 | |
Property, Plant and Equipment, Other Types [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Other Accrued Liabilities, Current | 122,469 | $ 106,990 | |
Property, Plant and Equipment [Member] | Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Non-cash impairment charge | $ 3,269 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Interest Costs Capitalized | $ 9,326 | $ 355 |
Leases (Lease term) (Details)
Leases (Lease term) (Details) | 3 Months Ended |
Sep. 30, 2021 | |
Lessee, Lease, Description [Line Items] | |
Option to extend | In certain instances, leases include options to renew, with varying option terms in each case. The exercise of lease renewal options is generally at the Company’s discretion and is considered in the Company’s assessment of the respective lease term. |
Covenant | The Company’s lease agreements do not contain material residual value guarantees or material restrictive covenants. |
Minimum [Member] | |
Lessee, Lease, Description [Line Items] | |
Term of contract | 6 months |
Maximum [Member] | |
Lessee, Lease, Description [Line Items] | |
Term of contract | 20 years 4 months 24 days |
MSG Sphere [Member] | |
Lessee, Lease, Description [Line Items] | |
After tax cash flow in excess of objective, percent | 25 |
Ground lease, term | 50 years |
Leases Leases (Assets and Liabi
Leases Leases (Assets and Liabilities Recognized) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 |
Lessee, Lease, Description [Line Items] | ||
Right-of-use lease assets | $ 413,463 | $ 280,579 |
Operating lease liabilities, current | 53,571 | 73,423 |
Operating lease liabilities, noncurrent | 396,569 | 233,556 |
Total lease liabilities | 450,140 | 306,979 |
Right of Use Lease Assets [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Right-of-use lease assets | 413,463 | 280,579 |
Current portion of right-of-use lease liabilities [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease liabilities, current | 53,571 | 73,423 |
Long-term right-of-use lease liabilities [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease liabilities, noncurrent | $ 396,569 | $ 233,556 |
Leases Leases (Costs incurred i
Leases Leases (Costs incurred in the period) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Lease, cost | $ 19,157 | $ 13,199 |
Direct Operating Expenses [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, cost | 11,636 | 6,407 |
Variable lease, cost (benefits) | 1,086 | 276 |
Selling, General and Administrative Expenses [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, cost | 6,421 | 6,493 |
Variable lease, cost (benefits) | $ 14 | $ 23 |
Leases - (Supplemental Informat
Leases - (Supplemental Information) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Oct. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Cash paid for lease arrangements | $ 14,159 | $ 14,140 | |
Right-of-use asset obtained in exchange for operating lease liability | 167,070 | ||
Non-cash impairment charges for right-of-use assets | $ 4,549 | ||
Operating lease, weighted average remaining lease term | 11 years 1 month 6 days | ||
Operating lease, weighted average discount rate, percent | 6.71% | ||
Operating lease, assumptions and judgments, discount rate | the Company’s estimated incremental borrowing rate, assuming a secured borrowing, based on the remaining lease term at the time of either (i) adoption of the standard, (ii) upon entering a new lease or (iii) the period in which the lease term expectation was modified. | ||
Subsequent Event [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Payments for (Proceeds from) Tenant Allowance | $ (7,500) | ||
Other Related Parties And Third Parties [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating Lease, Lease Income | $ 988 | $ 748 | |
MSG Sphere [Member] | The Garden [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating Lease, Lease Income | $ 1,328 |
Leases Leases (Remaining liabil
Leases Leases (Remaining liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 |
Leases [Abstract] | ||
Fiscal Year 2022 (remainder) | $ 35,369 | |
Fiscal Year 2023 | 80,695 | |
Fiscal Year 2024 | 76,696 | |
Fiscal Year 2025 | 50,857 | |
Fiscal Year 2026 | 33,168 | |
Thereafter | 389,721 | |
Total lease payments | 666,506 | |
Less imputed interest | 216,366 | |
Total lease liabilities | $ 450,140 | $ 306,979 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Carrying Amount of Goodwill By Reportable Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | ||
Goodwill [Roll Forward] | |||
Goodwill | $ 500,181 | $ 502,195 | |
Measurement period adjustment | [1] | (2,014) | |
Goodwill | 500,181 | 502,195 | |
Entertainment | |||
Goodwill [Roll Forward] | |||
Goodwill | 74,309 | 74,309 | |
Measurement period adjustment | [1] | 0 | |
Goodwill | 74,309 | 74,309 | |
MSG Networks [Member] | |||
Goodwill [Roll Forward] | |||
Goodwill | 424,508 | 424,508 | |
Measurement period adjustment | [1] | 0 | |
Goodwill | 424,508 | 424,508 | |
Tao Group Hospitality | |||
Goodwill [Roll Forward] | |||
Goodwill | 1,364 | 3,378 | |
Measurement period adjustment | [1] | (2,014) | |
Goodwill impairment | 0 | ||
Goodwill | 1,364 | $ 3,378 | |
Hakkasan [Member] | Noncontrolling Interest [Member] | Change In Ownership [Member] | |||
Goodwill [Roll Forward] | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | 7,500 | ||
Hakkasan [Member] | Goodwill [Member] | Change In Ownership [Member] | |||
Goodwill [Roll Forward] | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | 480 | ||
Hakkasan [Member] | Goodwill [Member] | Other Measurement Period Adjustments [Member] | |||
Goodwill [Roll Forward] | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | 1,534 | ||
Hakkasan [Member] | Other Intangible Assets [Member] | Change In Ownership [Member] | |||
Goodwill [Roll Forward] | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | 7,020 | ||
Hakkasan [Member] | Accrued Liabilities | Other Measurement Period Adjustments [Member] | |||
Goodwill [Roll Forward] | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | $ 1,534 | ||
[1] | During the three months ended September 30, 2021, the Company recorded an adjustment to reflect a measurement period adjustment in connection with the acquisition of Hakkasan by Tao Group Hospitality. Upon the finalization of the closing statement during the first quarter of Fiscal Year 2022, the noncontrolling interest owned by Hakkasan Parent in Tao Group Sub-Holdings LLC was reduced from approximately 18% as initially estimated to approximately 15%. Such change resulted in a decrease in the Company’s redeemable noncontrolling interest of $7,500, a decrease in Goodwill of $480 as noted above, and a decrease in amortizable intangibles of approximately $7,020 related to trade names and venue management contracts. Additionally, the Company wrote-off a previously reported accrual of $1,534, which resulted in an additional decrease in Goodwill of $1,534. See Note 3 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K regarding the details of the acquisition of Hakkasan. |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Schedule of Indefinite-Lived Intangible Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Sep. 30, 2021 | |
Indefinite-lived Intangible Assets by Major Class [Line Items] | ||
Indefinite-lived intangible assets | $ 63,801 | $ 63,801 |
Impairment of indefinite-lived intangible assets | 0 | |
Trademarks [Member] | ||
Indefinite-lived Intangible Assets by Major Class [Line Items] | ||
Indefinite-lived intangible assets | 61,881 | 61,881 |
Photographic related rights [Member] | ||
Indefinite-lived Intangible Assets by Major Class [Line Items] | ||
Indefinite-lived intangible assets | $ 1,920 | $ 1,920 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Schedule of Intangible Assets Subject To Amortization) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortizable Intangible Assets,Gross | $ 303,226 | $ 311,041 | |
Amortizable Intangible Assets, Accumulated Amortization | (117,057) | (112,767) | |
Amortizable Intangible Assets, Net | 186,169 | 198,274 | |
Amortization of favorable lease assets | 4,310 | $ 3,749 | |
Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortizable Intangible Assets,Gross | 113,269 | 121,000 | |
Amortizable Intangible Assets, Accumulated Amortization | (26,906) | (25,605) | |
Amortizable Intangible Assets, Net | 86,363 | 95,395 | |
Venue Management Contracts [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortizable Intangible Assets,Gross | 85,616 | 85,700 | |
Amortizable Intangible Assets, Accumulated Amortization | (19,046) | (17,518) | |
Amortizable Intangible Assets, Net | 66,570 | 68,182 | |
Alffiliate Relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortizable Intangible Assets,Gross | 83,044 | 83,044 | |
Amortizable Intangible Assets, Accumulated Amortization | (57,086) | (56,221) | |
Amortizable Intangible Assets, Net | 25,958 | 26,823 | |
Non-compete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortizable Intangible Assets,Gross | 9,000 | 9,000 | |
Amortizable Intangible Assets, Accumulated Amortization | (7,304) | (6,913) | |
Amortizable Intangible Assets, Net | 1,696 | 2,087 | |
Festival Rights [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortizable Intangible Assets,Gross | 8,080 | 8,080 | |
Amortizable Intangible Assets, Accumulated Amortization | (2,831) | (2,696) | |
Amortizable Intangible Assets, Net | 5,249 | 5,384 | |
Other Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortizable Intangible Assets,Gross | 4,217 | 4,217 | |
Amortizable Intangible Assets, Accumulated Amortization | (3,884) | (3,814) | |
Amortizable Intangible Assets, Net | $ 333 | $ 403 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Other Commitments [Line Items] | |
Contractual Obligation, to be Paid, Year One | $ 276,707 |
Contractual Obligation, to be Paid, Year Two | 273,370 |
Contractual Obligation, to be Paid, Year Three | 253,485 |
Contractual Obligation, to be Paid, Year Four | 246,013 |
Contractual Obligation, to be Paid, Year Five | 249,584 |
Thereafter | 2,347,091 |
Contractual Obligation | $ 3,646,250 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Assets Measured on Recurring Basis) (Details) - Fair Value, Inputs, Level 1 - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total assets measured at fair value | $ 1,249,909 | $ 1,447,993 | |
Money market accounts and time deposits | Cash and Cash Equivalents | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total assets measured at fair value | [1] | 1,166,105 | 1,361,729 |
Equity Securities With Readily Determinable Fair Values | Other Noncurrent Assets | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total assets measured at fair value | [2] | $ 83,804 | $ 86,264 |
[1] | The carrying amount of the Company’s cash equivalents in money market accounts and time deposits approximate fair value due to their short-term maturities. | ||
[2] | See Note 7 for more information on the Company’s equity investments with readily determinable fair value in Townsquare and DraftKings. |
Fair Value Measurements (Sche_2
Fair Value Measurements (Schedule of Financial Instruments) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Oct. 11, 2019 | May 23, 2019 | |
Secured Debt [Member] | Tao Group Hospitality | |||||
Schedule of Financial Instruments [Line Items] | |||||
Face amount | $ 40,000 | ||||
Revolving Credit Facility [Member] | Tao Group Hospitality | |||||
Schedule of Financial Instruments [Line Items] | |||||
Face amount | $ 25,000 | ||||
TAO 2019 Senior Credit Agreement [Member] | Debt [Member] | |||||
Schedule of Financial Instruments [Line Items] | |||||
Carrying value | [1] | $ 27,500 | $ 43,750 | ||
Fair value | [1] | 27,599 | 43,851 | ||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Debt [Member] | |||||
Schedule of Financial Instruments [Line Items] | |||||
Carrying value | [1] | 645,125 | 646,750 | ||
Fair value | [1] | 662,866 | 669,386 | ||
M S G Networks Term Loan Facility | Debt [Member] | |||||
Schedule of Financial Instruments [Line Items] | |||||
Carrying value | [1] | 1,035,375 | 1,047,750 | ||
Fair value | [1] | $ 1,030,200 | $ 1,042,510 | ||
M S G Networks Term Loan Facility | Secured Debt [Member] | |||||
Schedule of Financial Instruments [Line Items] | |||||
Face amount | $ 1,100,000 | ||||
M S G Networks Term Loan Facility | Revolving Credit Facility [Member] | |||||
Schedule of Financial Instruments [Line Items] | |||||
Face amount | $ 250,000 | ||||
[1] | On October 11, 2019, MSGN Holdings L.P., certain MSGN Holdings L.P. subsidiaries and certain MSG Networks Inc. subsidiaries entered into an amended and restated credit facility consisting of a $1,100,000 five-year term loan facility and a $250,000 five-year revolving credit facility. On May 23, 2019, Tao Group Intermediate Holdings LLC and Tao Group Operating LLC entered into a $40,000 five-year term loan facility and a $25,000 five-year term revolving facility. In November 2020, MSG National Properties and certain subsidiaries of the Company entered into the National Properties Term Loan Facility, providing a five-year $650,000 term loan facility. The Company’s long-term debt is classified within Level II of the fair value hierarchy as it is valued using quoted indices of similar securities for which the inputs are readily observable. See Note 13 for more information and outstanding balances on this long-term debt. |
Credit Facilities - MSG Network
Credit Facilities - MSG Networks Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2021 | Oct. 11, 2019 | Sep. 28, 2015 | |
MSG Networks Credit Facilities | Measurement Input Leverage Ratio | Incremental Adjustment | |||
Debt Instrument [Line Items] | |||
Debt instrument, measurement input | 6 | ||
MSG Networks Credit Facilities | Maximum [Member] | Measurement Input Leverage Ratio | |||
Debt Instrument [Line Items] | |||
Debt instrument, measurement input | 5.50 | ||
MSG Networks Credit Facilities | Minimum [Member] | Measurement Input Interest Coverage Ratio | |||
Debt Instrument [Line Items] | |||
Debt instrument, measurement input | 2 | ||
MSG Networks Term Loan Facility | Debt [Member] | |||
Debt Instrument [Line Items] | |||
Principal Outstanding | $ 1,035,375 | ||
MSG Networks [Member] | MSG Networks Credit Facilities | |||
Debt Instrument [Line Items] | |||
Principal Outstanding | $ 0 | ||
MSG Networks [Member] | MSG Networks Credit Facilities | Measurement Input, Default Rate | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Increase (Decrease) | 2.00% | ||
MSG Networks [Member] | MSG Networks Credit Facilities | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Commitment fee percentage | 0.30% | ||
MSG Networks [Member] | MSG Networks Credit Facilities | Maximum [Member] | Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||
MSG Networks [Member] | MSG Networks Credit Facilities | Maximum [Member] | Euro Currency Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||
MSG Networks [Member] | MSG Networks Credit Facilities | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Commitment fee percentage | 0.225% | ||
MSG Networks [Member] | MSG Networks Credit Facilities | Minimum [Member] | Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | ||
MSG Networks [Member] | MSG Networks Credit Facilities | Minimum [Member] | Euro Currency Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||
Secured Debt [Member] | MSG Networks Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Face amount | $ 1,100,000 | ||
Secured Debt [Member] | MSG Networks [Member] | |||
Debt Instrument [Line Items] | |||
Face amount | 1,100,000 | $ 1,550,000 | |
Long-term debt, percentage bearing variable interest rate, percentage rate | 1.58% | ||
Revolving Credit Facility [Member] | MSG Networks Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Face amount | 250,000 | ||
Revolving Credit Facility [Member] | MSG Networks [Member] | |||
Debt Instrument [Line Items] | |||
Face amount | $ 250,000 | $ 250,000 | |
Revolving Credit Facility [Member] | MSG Networks [Member] | MSG Networks Credit Facilities | |||
Debt Instrument [Line Items] | |||
Letters of credit outstanding, amount | $ 0 | ||
Long-term debt, term | 5 years | ||
Revolving Credit Facility [Member] | MSG Networks [Member] | MSG Networks Credit Facilities | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Letters of credit outstanding, amount | $ 35,000 |
Credit Facilities - National Pr
Credit Facilities - National Properties Narrative (Details) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021USD ($) | Nov. 12, 2020USD ($) | |
MSG National Properties LLC | London Interbank Offered Rate (LIBOR) | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | |
Loans Payable [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 1,708,000 | |
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Debt [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 645,125 | |
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | MSG National Properties LLC | ||
Debt Instrument [Line Items] | ||
Long-term debt, percentage bearing variable interest rate, percentage rate | 7.00% | |
Debt Instrument, Collateral | All obligations under the National Properties Term Loan Facility, including the guarantees of those obligations, are secured by certain of the assets of MSG National Properties and the Subsidiary Guarantors (collectively, “Collateral”) including, but not limited to, a pledge of some or all of the equity interests held directly or indirectly by MSG National Properties in each Subsidiary Guarantor. The Collateral does not include, among other things, any interests in The Garden or the leasehold interests in Radio City Music Hall and the Beacon Theatre. | |
Debt Instrument, Subjective Acceleration Clause | Under certain circumstances, MSG National Properties is required to make mandatory prepayments on loans outstanding, including prepayments in an amount equal to a specified percentage of excess cash flow in any fiscal year and prepayments in an amount equal to the net cash proceeds of certain sales of assets or casualty insurance and/or condemnation recoveries (subject to certain reinvestment, repair or replacement rights), in each case subject to certain exceptions. | |
Debt Instrument, Restrictive Covenants | The National Properties Term Loan Facility contains certain restrictions on the ability of MSG National Properties and its restricted subsidiaries to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the National Properties Term Loan Facility, including the following: (i) incur additional indebtedness; (ii) create liens on certain assets; (iii) make investments, loans or advances in or to other persons; (iv) pay dividends and distributions or repurchase capital stock (which will restrict the ability of MSG National Properties to make cash distributions to the Company); (v) repay, redeem or repurchase certain indebtedness; (vi) change its lines of business; (vii) engage in certain transactions with affiliates; (viii) amend their respective organizational documents; (ix) merge or consolidate; and (x) make certain dispositions. | |
Payment terms | Subject to customary notice and minimum amount conditions, the Company may voluntarily repay outstanding loans under the National Properties Term Loan Facility at any time, in whole or in part (subject to customary breakage costs with respect to LIBOR loans) subject to a prepayment premium equal to (i) for the initial 18 month period following the facility’s effective date, 2.0% of the principal amount prepaid plusthe amount of interest that would have been payable on such principal amount from the date of such prepayment through the end of such 18-month period, (ii) after the initial 18 month period but on or prior to the three year anniversary of the effective date, 2.0% of the principal amount prepaid, (iii) after the three year anniversary but on or prior to the four year anniversary of the effective date, 1.0% of the principal amount prepaid and (iv) after the 4th anniversary, 0%. The principal obligations under the National Properties Term Loan Facility are to be repaid in quarterly installments in an aggregate amount equal to 1.00% per annum (0.25% per quarter), with the balance due at the maturity of the facility. | |
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | MSG National Properties LLC | Minimum [Member] | Measurement Input Leverage Ratio | ||
Debt Instrument [Line Items] | ||
Debt instrument, measurement input | 5 | |
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | MSG National Properties LLC | Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 5.25% | |
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | MSG National Properties LLC | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 6.25% | |
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Loans Payable [Member] | MSG National Properties LLC | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 650,000 | |
Liquidity Requirement | 450,000 | |
Liquidity Requirement, After first year | 200,000 | |
Long-term Debt, Gross | $ 645,125 | |
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Loans Payable [Member] | MSG National Properties LLC | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Liquidity Requirement | $ 200,000 | |
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Loans Payable [Member] | MSG National Properties LLC | Minimum [Member] | Scenario, Adjustment | ||
Debt Instrument [Line Items] | ||
Liquidity Requirement | $ 50,000 |
Credit Facilities - Tao Narrati
Credit Facilities - Tao Narrative (Details) $ in Thousands | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2023 | Aug. 06, 2020USD ($) | Jun. 15, 2020USD ($) | May 23, 2019USD ($) |
Loans Payable [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Long-term debt, gross | $ 1,708,000 | $ 1,708,000 | ||||
TAO Senior Secured Credit Facilities and TAO 2017 Credit Facility | Tao Group Hospitality | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Long-term debt, term | 5 years | |||||
TAO Senior Secured Credit Facilities and TAO 2017 Credit Facility | Tao Group Hospitality | Loans Payable [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Long-term debt, term | 5 years | |||||
TAO 2019 Senior Credit Agreement [Member] | Tao Group Hospitality | ||||||
Line of Credit Facility [Line Items] | ||||||
Commitment fee percentage | 0.50% | |||||
Percentage bearing variable interest, percentage rate | 2.59% | 2.59% | ||||
Guarantee And Reserve Account Agreement Initial Deposit | $ 3,200 | $ 3,200 | $ 9,800 | |||
Liquidity Requirement | 75,000 | |||||
Debt Instrument, Covenant Compliance | TAOG, TAOIH and the restricted subsidiaries were in compliance with the covenants of the Tao Senior Credit Agreement. | |||||
Debt Instrument, Restrictive Covenants | The Tao Senior Credit Agreement contains certain restrictions on the ability of TAOIH, TAOG and its restricted subsidiaries to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the Tao Senior Credit Agreement, including, without limitation, the following: (i) incurring additional indebtedness and contingent liabilities; (ii) creating liens on certain assets; (iii) making investments, loans or advances in or to other persons; (iv) paying dividends and distributions or repurchasing capital stock; (v) engaging in certain transactions with affiliates; (vi) amending specified agreements; (vii) merging or consolidating; (viii) making certain dispositions; and (ix) entering into agreements that restrict the granting of liens. | |||||
TAO 2019 Senior Credit Agreement [Member] | Tao Group Hospitality | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, face amount | 25,000 | $ 25,000 | ||||
Letters of credit outstanding, amount | 750 | $ 750 | ||||
Long-term debt, gross | 27,500 | 27,500 | ||||
Line of credit facility, maximum month-end outstanding amount | 0 | |||||
Remaining borrowing capacity | 24,250 | $ 24,250 | ||||
TAO 2019 Senior Credit Agreement [Member] | Tao Group Hospitality | Loans Payable [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, face amount | 40,000 | |||||
Long-term debt, gross | $ 33,750 | |||||
TAO 2019 Senior Credit Agreement [Member] | Tao Group Hospitality | Minimum [Member] | Base Rate [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||||
TAO 2019 Senior Credit Agreement [Member] | Tao Group Hospitality | Minimum [Member] | Euro Currency Rate [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||||
TAO 2019 Senior Credit Agreement [Member] | Tao Group Hospitality | Maximum [Member] | Base Rate [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||||
TAO 2019 Senior Credit Agreement [Member] | Tao Group Hospitality | Maximum [Member] | Euro Currency Rate [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | |||||
TAO 2019 Senior Credit Agreement [Member] | Tao Group Hospitality | Maximum [Member] | Revolving Credit Facility [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Letters of credit outstanding, amount | 5,000 | |||||
Tao Group Hospitality | TAO 2019 Senior Credit Agreement [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate terms | Subject to customary notice and minimum amount conditions, TAOG may voluntarily repay outstanding loans under the Tao Senior Credit Agreement at any time, in whole or in part, without premium or penalty (except for customary breakage costs with respect to Eurocurrency loans). The initial Tao Term Loan Facility amortizes quarterly in accordance with its terms from June 30, 2019 through March 31, 2024 with a final maturity date on May 23, 2024. TAOG is required to make mandatory prepayments of the Tao Term Loan Facility from the net cash proceeds of certain sales of assets (including Tao Collateral) or casualty insurance and/or condemnation recoveries (in each case, subject to certain reinvestment, repair or replacement rights) and the incurrence of certain indebtedness, subject to certain exceptions. | |||||
Tao | TAO 2019 Senior Credit Agreement [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate terms | the additional rate used in calculating the floating rate is (i) 1.50% per annum for borrowings bearing the Tao Base Rate, and (ii) 2.50% per annum for borrowings bearing the Eurocurrency Rate. | |||||
Consolidation, Eliminations | Tao Group Hospitality | Entertainment | ||||||
Line of Credit Facility [Line Items] | ||||||
Loans payable | $ 63,000 | $ 49,000 | ||||
Debt instrument, additional borrowings | $ 22,000 | |||||
Measurement Input Leverage Ratio | TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, measurement input | 4 | 4 | ||||
Measurement Input Senior Leverage Ratio | TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, measurement input | 3 | 3 | ||||
Measurement Input Fixed Charge Coverage Ratio | TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, measurement input | 1.25 | 1.25 | ||||
Forecast | Measurement Input Leverage Ratio | TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, measurement input | 3.50 | |||||
Forecast | Measurement Input Senior Leverage Ratio | TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, measurement input | 2.50 |
Credit Facilities - Future Matu
Credit Facilities - Future Maturities (Details) - Loans Payable [Member] $ in Thousands | Sep. 30, 2021USD ($) |
Debt Instrument [Line Items] | |
Long-Term Debt, Maturity, Year One | $ 47,000 |
Long-Term Debt, Maturity, Year Two | 82,500 |
Long-Term Debt, Maturity, Year Three | 101,500 |
Long-Term Debt, Maturity, Year Four | 856,250 |
Long-Term Debt, Maturity, Year Five | 620,750 |
Long-Term Debt, Maturity, after Year Five | 0 |
Long-term Debt, Outstanding | 1,708,000 |
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | MSG National Properties LLC [Member] | |
Debt Instrument [Line Items] | |
Long-Term Debt, Maturity, Year One | 4,875 |
Long-Term Debt, Maturity, Year Two | 6,500 |
Long-Term Debt, Maturity, Year Three | 6,500 |
Long-Term Debt, Maturity, Year Four | 6,500 |
Long-Term Debt, Maturity, Year Five | 620,750 |
Long-Term Debt, Maturity, after Year Five | 0 |
Long-term Debt, Outstanding | 645,125 |
TAO 2019 Senior Credit Agreement [Member] | Tao | |
Debt Instrument [Line Items] | |
Long-Term Debt, Maturity, Year One | 5,000 |
Long-Term Debt, Maturity, Year Two | 10,000 |
Long-Term Debt, Maturity, Year Three | 12,500 |
Long-Term Debt, Maturity, Year Four | 0 |
Long-Term Debt, Maturity, Year Five | 0 |
Long-Term Debt, Maturity, after Year Five | 0 |
Long-term Debt, Outstanding | 27,500 |
MSG Networks Term Loan Facility | MSG Networks [Member] | |
Debt Instrument [Line Items] | |
Long-Term Debt, Maturity, Year One | 37,125 |
Long-Term Debt, Maturity, Year Two | 66,000 |
Long-Term Debt, Maturity, Year Three | 82,500 |
Long-Term Debt, Maturity, Year Four | 849,750 |
Long-Term Debt, Maturity, Year Five | 0 |
Long-Term Debt, Maturity, after Year Five | 0 |
Long-term Debt, Outstanding | $ 1,035,375 |
Credit Facilities - Debt Outsta
Credit Facilities - Debt Outstanding and Deferred Financing Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | |||
Long-term debt, excluding current maturities | $ 1,621,194 | $ 1,650,628 | |
Current portion of long-term debt net of deferred financing costs | Secured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Principal Outstanding | [1] | 63,500 | 62,250 |
Debt issuance costs, net | [1] | (8,272) | (8,277) |
Debt Outstanding net of unamortized debt issuance cost and unamortized original issue discount | [1] | 55,228 | 53,973 |
Long-term debt net of deferred financing costs | Secured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Principal Outstanding | [1] | 1,644,500 | 1,676,000 |
Debt issuance costs, net | [1] | (23,944) | (26,009) |
Debt Outstanding net of unamortized debt issuance cost and unamortized original issue discount | [1] | 1,620,556 | 1,649,991 |
Tao | Current portion of long-term debt net of deferred financing costs | Secured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Principal Outstanding | 7,500 | 6,250 | |
Debt issuance costs, net | (239) | (239) | |
Debt Outstanding net of unamortized debt issuance cost and unamortized original issue discount | 7,261 | 6,011 | |
Tao | Long-term debt net of deferred financing costs | Secured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Principal Outstanding | 20,000 | 22,500 | |
Debt issuance costs, net | (416) | (475) | |
Debt Outstanding net of unamortized debt issuance cost and unamortized original issue discount | 19,584 | 22,025 | |
MSG National Properties LLC | Current portion of long-term debt net of deferred financing costs | Secured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Principal Outstanding | 6,500 | 6,500 | |
Debt issuance costs, net | (6,783) | (6,783) | |
Debt Outstanding net of unamortized debt issuance cost and unamortized original issue discount | (283) | (283) | |
MSG National Properties LLC | Long-term debt net of deferred financing costs | Secured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Principal Outstanding | [2] | 638,625 | 640,250 |
Debt issuance costs, net | (21,123) | (22,819) | |
Debt Outstanding net of unamortized debt issuance cost and unamortized original issue discount | 617,502 | 617,431 | |
MSG Networks [Member] | Current portion of long-term debt net of deferred financing costs | Secured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Principal Outstanding | 49,500 | 49,500 | |
Debt issuance costs, net | (1,250) | (1,255) | |
Debt Outstanding net of unamortized debt issuance cost and unamortized original issue discount | 48,250 | 48,245 | |
MSG Networks [Member] | Long-term debt net of deferred financing costs | Secured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Principal Outstanding | 985,875 | 998,250 | |
Debt issuance costs, net | (2,405) | (2,715) | |
Debt Outstanding net of unamortized debt issuance cost and unamortized original issue discount | 983,470 | 995,535 | |
BCE | |||
Debt Instrument [Line Items] | |||
Notes payable due to related parties | 637 | 637 | |
Revolving Credit Facility [Member] | Tao | Long-term debt net of deferred financing costs | |||
Debt Instrument [Line Items] | |||
Principal Outstanding | 0 | 15,000 | |
Debt issuance costs, net | [2] | 0 | 0 |
Debt Outstanding net of unamortized debt issuance cost and unamortized original issue discount | [2] | $ 0 | $ 15,000 |
[1] | In addition to the outstanding balance associated with the MSG Networks Senior Secured Credit Facilities, the Tao Term Loan Facility, the Tao Revolving Credit Facility and the National Properties Term Loan Facility disclosed above, the Company’s long-term debt, net of deferred financing costs in the accompanying consolidated balance sheets of $1,621,194 and $1,650,628 September 30, 2021 and June 30, 2021, respectively, also includes $637 related to a note with respect to a loan received by BCE from its noncontrolling interest holder. | ||
[2] | Unamortized deferred financing costs associated with MSGN Revolving Credit Facility and Tao Revolving Credit Facility are presented under the captions Other current assets and Other assets in the accompanying consolidated balance sheets. |
Credit Facilities - Supplementa
Credit Facilities - Supplemental Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
TAO 2019 Senior Credit Agreement [Member] | Tao [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Periodic Payment, Interest | $ 241 | $ 334 |
Repayments of debt | 16,250 | 1,250 |
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | MSG National Properties LLC | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Periodic Payment, Interest | 11,585 | 0 |
Repayments of debt | 1,625 | 0 |
MSG Networks Term Loan Facility | MSG Networks [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Periodic Payment, Interest | 4,427 | 4,782 |
Repayments of debt | 12,375 | 6,875 |
MSG Networks National Properties and Tao | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Periodic Payment, Interest | 16,253 | 5,116 |
Repayments of debt | $ 30,250 | $ 8,125 |
Pension Plans and Other Postr_3
Pension Plans and Other Postretirement Benefit Plan (Schedule of Net Periodic Benefit Cost) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Pension Plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 118 | $ 121 |
Interest cost | 1,190 | 1,102 |
Expected return on plan assets | (1,719) | (1,509) |
Recognized actuarial loss | 501 | 458 |
Net periodic benefit cost | 90 | 172 |
Postretirement Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 16 | 22 |
Interest cost | 20 | 19 |
Expected return on plan assets | 0 | 0 |
Recognized actuarial loss | 9 | 0 |
Net periodic benefit cost | $ 45 | $ 41 |
Defined Contribution Plan Sched
Defined Contribution Plan Schedule of Defined Contribution Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
MSG Saving Plans [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Defined contribution plan (benefit) cost | $ 2,019 | $ 1,405 |
MSG Union Plan [Member] | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Defined contribution plan (benefit) cost | $ 14 | $ 9 |
Share-based Compensation Narrat
Share-based Compensation Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Jul. 09, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Payment Arrangement, Expense | $ 19,528 | $ 16,156 | |
Share-based compensation capitalized amount | $ 751 | $ 866 | |
Common Class A [Member] | MSG Networks [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Business Combination Equity Interest Issued Or Issuable Share Conversion Ratio | 0.172 | ||
Common Class A [Member] | MSG Networks [Member] | Exercise Price Conversion On Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Business Combination Equity Interest Issued Or Issuable Share Conversion Ratio | 0.172 | ||
Restricted Stock Units (RSUs) | Common Class A [Member] | MSG Networks [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Business Combination Equity Interest Issued Or Issuable Share Conversion Ratio | 0.172 | ||
Equity Option | Common Class A [Member] | MSG Networks [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Business Combination Equity Interest Issued Or Issuable Share Conversion Ratio | 0.172 |
Share-based Compensation, Restr
Share-based Compensation, Restricted Stock Units Activity (Details) shares in Thousands | 3 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Other Increase (Decrease) In Period Weighted Average Grant Date Fair Value | $ / shares | $ 82.63 |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested award balance, June 30, 2021 | $ / shares | 76.15 |
Granted | $ / shares | 79.07 |
Vested | $ / shares | 87.67 |
Forfeited | $ / shares | 75.47 |
Unvested award balance, September 30, 2021 | $ / shares | $ 75.01 |
Non-Performance Vesting [Member] | Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested award balance, June 30, 2021 | 683 |
Granted | 445 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Period Increase (Decrease) | 223 |
Vested | (326) |
Forfeited | (1) |
Unvested award balance, September 30, 2021 | 1,024 |
Performance Vesting [Member] | Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested award balance, June 30, 2021 | 701 |
Granted | 422 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Period Increase (Decrease) | (223) |
Vested | (77) |
Forfeited | (4) |
Unvested award balance, September 30, 2021 | 819 |
Share-based Compensation, Res_2
Share-based Compensation, Restricted Stock Units Activity Narrative (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Payment, tax withholding, share-based payment arrangement | $ 14,903 | $ 8,071 |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Payment, tax withholding, share-based payment arrangement | 15,189 | |
Vested in period, fair value | $ 32,213 | |
Shares withheld for tax withholding obligation | 189 | |
Restricted Stock Units (RSUs) [Member] | Madison Square Garden Sports [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Payment, tax withholding, share-based payment arrangement | $ 477 | |
Shares withheld for tax withholding obligation | 6 |
Share-based Compensation, Stock
Share-based Compensation, Stock Options Activity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Weighted-Average Exercise Price Per Share | |
Balance as of June 30, 2021 | $ / shares | $ 103.88 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Other Increase (Decrease) in the period , Weighted Average Exercise Price | $ / shares | 109.76 |
Balance as of September 30, 2021 | $ / shares | 103.88 |
Exercisable as of September 30, 2020 (in shares) | $ / shares | $ 108.29 |
Weighted-Average Remaining Contractual Term (In Years) | |
Balance as of December 31, 2020 Weighted Average Remaining Contractual Term (in years) | 4 years 2 months 15 days |
Exercisable as of December 31, 2020, Weighted Average Remaining Contractual Term (in years) | 3 years 11 months 12 days |
Aggregate Intrinsic Value (In Thousands) | |
Balance as of December 31, 2020 Aggregate Intrinsic Value | $ | $ 780 |
Exercisable as of December 31, 2020 Aggregate Intrinsic Value | $ | $ 780 |
Non-Performance Vesting [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Balance as of June 30, 2021 | 409,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Options, Period Other Increase (Decrease) | 315,000 |
Balance as of September 30, 2021 | 724,000 |
Exercisable as of September 30, 2021 | 597,000 |
Performance Vesting [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Balance as of June 30, 2021 | 315,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Options, Period Other Increase (Decrease) | (315,000) |
Exercisable as of September 30, 2021 | 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | ||
Accumulated Other Comprehensive Income (Loss), Cumulative Translation Adjustments [Roll Forward] | |||
Balance at the beginning of the period | $ (45,425) | $ (38,767) | |
Amounts reclassified from accumulated other comprehensive loss | [1] | 510 | 478 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax | (94) | (163) | |
OCI, Foreign Currency Transaction and Translation Gain (Loss), Arising During Period, Tax | 1,214 | (2,569) | |
Other comprehensive income (loss) | 416 | 315 | |
Balance at the end of the period | (45,009) | (38,452) | |
Accumulated Other Comprehensive Income Loss Cumulative Translation Adjustments Roll Forward [Abstract] | |||
Balance at the beginning of the period | 15,153 | (10,225) | |
Other comprehensive income (loss) before reclassifications | (6,418) | 13,951 | |
Amounts reclassified from accumulated other comprehensive loss | [1] | 0 | 0 |
Other comprehensive income (loss) | (5,204) | 11,382 | |
Balance at the end of the period | 9,949 | 1,157 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at the beginning of the period | (30,272) | (48,992) | |
Other comprehensive income before reclassifications | (6,418) | 13,951 | |
Amounts reclassified from accumulated other comprehensive loss | [1] | 510 | 478 |
Other Comprehensive Income (Loss), Tax, Portion Attributable to Parent | 1,120 | (2,732) | |
Other comprehensive income (loss) | (4,788) | 11,697 | |
Balance at the end of the period | $ (35,060) | $ (37,295) | |
[1] | Amounts reclassified from accumulated other comprehensive loss represent the amortization of net actuarial loss and net unrecognized prior service credit included in net periodic benefit cost, which is reflected under Miscellaneous income (expense), net in the accompanying consolidated statements of operations. |
Income Taxes (Rate Reconciliati
Income Taxes (Rate Reconciliation - Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit (expense) | $ 18,910 | $ 9,457 |
Federal statutory income tax rate, percent | 21.00% | 21.00% |
Change in deferred tax assets valuation allowance, amount of expense (benefit) | $ 7,540 | |
Tax expense related to noncontrolling interest income (loss), amount | 949 | |
Nondeductible expense officer compensation, tax expense | $ 2,859 | 1,456 |
State and local income taxes, amount of expense (benefits) | 8,174 | 1,735 |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Other, Amount | 9,823 | |
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount | 1,711 | 6,746 |
Income Taxes Paid, Net | $ (9,143) | $ 23,960 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Apr. 17, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Related Party Transaction [Line Items] | |||||
Aggregate voting power held by related party | 72.60% | 72.60% | |||
Capital expenditures incurred but not yet paid | $ 122,469 | $ 78,100 | |||
Common Class A [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percentage of common stock owned by related party | 5.00% | 5.00% | |||
Common Class B [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percentage of common stock owned by related party | 100.00% | 100.00% | |||
MSG Sports Corp | |||||
Related Party Transaction [Line Items] | |||||
Related Party Services Agreement | $ 9,216 | 10,179 | |||
Sponsorship Sales And Services Representation Agreement, Exclusive Right And Obligation To Sell Sponsorships, Initial Stated Term | 10 years | ||||
Arena License Agreement, Right To Use Venue, Term | 35 years | ||||
BCE [Member] | |||||
Related Party Transaction [Line Items] | |||||
Notes payable, related parties, current | $ 637 | $ 637 | 637 | ||
Other nonconsolidated affiliate [Member] | |||||
Related Party Transaction [Line Items] | |||||
Property, plant and equipment, additions | $ 8,677 | $ 13,077 | |||
Capital expenditures incurred but not yet paid | $ 9,824 | $ 6,921 |
Related Party Transactions (Tra
Related Party Transactions (Transactions by Type) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transaction [Line Items] | ||
Revenues | $ 4,187 | $ 2,823 |
Other operating expenses (credits), net | 2,122 | 133 |
Madison Square Garden Sports [Member] | ||
Related Party Transaction [Line Items] | ||
Corporate general and administrative, net | (9,216) | (10,180) |
Direct Operating Expense Reimbursement Under Arena License Arrangement | Madison Square Garden Sports [Member] | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amount | (340) | (890) |
Revenue-sharing expense | Madison Square Garden Sports [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Costs | 854 | 81 |
Media Rights Fees Member [Member] | Madison Square Garden Sports [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Costs | 40,445 | 39,541 |
AMC Networks | Origination Master Control And Technical Services [Member] | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amount | $ 1,208 | $ 1,184 |
Related Party Transactions (T_2
Related Party Transactions (Transactions by Type Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transaction [Line Items] | ||
Revenues from related parties | $ 4,187 | $ 2,823 |
Knicks and Rangers [Member] | The Garden [Member] | ||
Related Party Transaction [Line Items] | ||
Operating Lease, Lease Income | 1,328 | 0 |
Madison Square Garden Sports Corp. Investment | Sponsorship Sales And Service Representation Agreements | ||
Related Party Transaction [Line Items] | ||
Revenues from related parties | 2,348 | 2,204 |
Madison Square Garden Sports Corp. Investment | Merchandise Sales Revenue Sharing Arrangement [Member] | ||
Related Party Transaction [Line Items] | ||
Revenues from related parties | 124 | |
Other Related Parties [Member] | ||
Related Party Transaction [Line Items] | ||
Sublease Income | $ 611 | $ 619 |
Segment Reporting (Introduction
Segment Reporting (Introduction Narrative) (Details) | 3 Months Ended |
Sep. 30, 2021segments | |
Segment Reporting Information [Line Items] | |
Number of segments | 3 |
Segment Reporting (Schedule of
Segment Reporting (Schedule of Segment Reporting) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | ||
Segment Reporting Information [Line Items] | |||
Revenues | [1] | $ 294,510 | $ 170,546 |
Direct operating expenses | [2] | 165,761 | 99,231 |
Selling, general and administrative expenses | [3] | 174,839 | 81,657 |
Depreciation and amortization | 29,430 | 28,410 | |
Impairment of long-lived assets | 7,818 | 0 | |
Restructuring charges | 0 | 19,927 | |
Operating income (loss) | (83,338) | (58,679) | |
Loss in equity method investments | (1,207) | (1,696) | |
Interest income | 775 | 772 | |
Interest expense | (9,248) | (5,273) | |
Miscellaneous income, net | (2,547) | 34,017 | |
Loss from operations before income taxes | (95,565) | (30,859) | |
Reconciliation of operating loss to adjusted operating income: | |||
Operating income (loss) | (83,338) | (58,679) | |
Non-cash portion of arena license fees from MSG Sports | (543) | ||
Share-based compensation expense | 19,528 | 16,156 | |
Depreciation and amortization | 29,430 | 28,410 | |
Amortization for capitalized cloud computing arrangement costs | 85 | ||
Restructuring charges | 0 | 19,927 | |
Merger And Acquisition Related Costs | 37,192 | ||
Impairment of long-lived assets | 7,818 | 0 | |
Other purchase accounting adjustments | 85 | 924 | |
Adjusted operating income (loss) | 10,257 | 6,738 | |
Other Information: | |||
Capital expenditures | 137,271 | 113,799 | |
Operating Segments | Entertainment | |||
Segment Reporting Information [Line Items] | |||
Revenues | 34,239 | 7,555 | |
Direct operating expenses | 36,302 | 23,615 | |
Selling, general and administrative expenses | 92,962 | 52,650 | |
Depreciation and amortization | 19,656 | 22,014 | |
Impairment of long-lived assets | 0 | ||
Restructuring charges | 19,927 | ||
Operating income (loss) | (114,681) | (110,651) | |
Reconciliation of operating loss to adjusted operating income: | |||
Operating income (loss) | (114,681) | (110,651) | |
Non-cash portion of arena license fees from MSG Sports | (543) | ||
Share-based compensation expense | 10,143 | 10,433 | |
Depreciation and amortization | 19,656 | 22,014 | |
Amortization for capitalized cloud computing arrangement costs | 41 | ||
Restructuring charges | 19,927 | ||
Merger And Acquisition Related Costs | 13,992 | ||
Impairment of long-lived assets | 0 | ||
Other purchase accounting adjustments | 0 | 0 | |
Adjusted operating income (loss) | (71,392) | (58,277) | |
Other Information: | |||
Capital expenditures | 133,538 | 111,399 | |
Operating Segments | MSG Sports Corp | |||
Segment Reporting Information [Line Items] | |||
Revenues | 141,473 | 157,363 | |
Direct operating expenses | 68,423 | 65,072 | |
Selling, general and administrative expenses | 47,975 | 22,527 | |
Depreciation and amortization | 1,797 | 1,828 | |
Impairment of long-lived assets | 0 | ||
Restructuring charges | 0 | ||
Operating income (loss) | 23,278 | 67,936 | |
Reconciliation of operating loss to adjusted operating income: | |||
Operating income (loss) | 23,278 | 67,936 | |
Non-cash portion of arena license fees from MSG Sports | 0 | ||
Share-based compensation expense | 7,474 | 4,627 | |
Depreciation and amortization | 1,797 | 1,828 | |
Amortization for capitalized cloud computing arrangement costs | 44 | ||
Restructuring charges | 0 | ||
Merger And Acquisition Related Costs | 23,200 | ||
Impairment of long-lived assets | 0 | ||
Other purchase accounting adjustments | 0 | 0 | |
Adjusted operating income (loss) | 55,793 | 74,391 | |
Other Information: | |||
Capital expenditures | 1,449 | 1,741 | |
Operating Segments | Tao Group Hospitality Member [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 119,464 | 7,221 | |
Direct operating expenses | 61,093 | 9,828 | |
Selling, general and administrative expenses | 34,094 | 7,603 | |
Depreciation and amortization | 6,378 | 1,046 | |
Impairment of long-lived assets | 7,818 | ||
Restructuring charges | 0 | ||
Operating income (loss) | 10,081 | (11,256) | |
Reconciliation of operating loss to adjusted operating income: | |||
Operating income (loss) | 10,081 | (11,256) | |
Non-cash portion of arena license fees from MSG Sports | 0 | ||
Share-based compensation expense | 1,911 | 1,096 | |
Depreciation and amortization | 6,378 | 1,046 | |
Amortization for capitalized cloud computing arrangement costs | 0 | ||
Restructuring charges | 0 | ||
Merger And Acquisition Related Costs | 0 | ||
Impairment of long-lived assets | 7,818 | ||
Other purchase accounting adjustments | 0 | 0 | |
Adjusted operating income (loss) | 26,188 | (9,114) | |
Other Information: | |||
Capital expenditures | 2,284 | 659 | |
Segment Reconciling Items (Purchase Accounting Adjustments) [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenues | 0 | 0 | |
Direct operating expenses | 85 | 924 | |
Selling, general and administrative expenses | 0 | 0 | |
Depreciation and amortization | 1,599 | 3,522 | |
Impairment of long-lived assets | 0 | ||
Restructuring charges | 0 | ||
Operating income (loss) | (1,684) | (4,446) | |
Reconciliation of operating loss to adjusted operating income: | |||
Operating income (loss) | (1,684) | (4,446) | |
Non-cash portion of arena license fees from MSG Sports | 0 | ||
Share-based compensation expense | 0 | 0 | |
Depreciation and amortization | 1,599 | 3,522 | |
Amortization for capitalized cloud computing arrangement costs | 0 | ||
Restructuring charges | 0 | ||
Merger And Acquisition Related Costs | 0 | ||
Impairment of long-lived assets | 0 | ||
Other purchase accounting adjustments | 85 | 924 | |
Adjusted operating income (loss) | 0 | 0 | |
Other Information: | |||
Capital expenditures | 0 | 0 | |
Inter-segment eliminations | |||
Segment Reporting Information [Line Items] | |||
Revenues | (666) | (1,593) | |
Direct operating expenses | (142) | (208) | |
Selling, general and administrative expenses | (192) | (1,123) | |
Depreciation and amortization | 0 | 0 | |
Impairment of long-lived assets | 0 | ||
Restructuring charges | 0 | ||
Operating income (loss) | (332) | (262) | |
Reconciliation of operating loss to adjusted operating income: | |||
Operating income (loss) | (332) | (262) | |
Non-cash portion of arena license fees from MSG Sports | 0 | ||
Share-based compensation expense | 0 | 0 | |
Depreciation and amortization | 0 | 0 | |
Amortization for capitalized cloud computing arrangement costs | 0 | ||
Restructuring charges | 0 | ||
Merger And Acquisition Related Costs | 0 | ||
Impairment of long-lived assets | 0 | ||
Other purchase accounting adjustments | 0 | 0 | |
Adjusted operating income (loss) | (332) | (262) | |
Other Information: | |||
Capital expenditures | $ 0 | $ 0 | |
[1] | Includes revenues from related parties of $4,187 and $2,823 for the three months ended September 30, 2021 and 2020, respectively. | ||
[2] | Includes net charges from related parties of $42,333 and $39,916 for the three months ended September 30, 2021 and 2020, respectively. | ||
[3] | Includes net charges to related parties of $(7,260) and $(10,047) for the three months ended September 30, 2021 and 2020, respectively. |
Segment Reporting (Miscellaneou
Segment Reporting (Miscellaneous Income, Net) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting [Abstract] | ||
Unrealized gain (loss) on equity investments with readily determinable fair value, see Note 7 for further details. | $ (2,460) | $ 33,658 |
Non-service cost components of net periodic pension and postretirement benefit costs | (8) | (91) |
Others, net, primarily reflects the impact of Tao Group Hospitality | (79) | 450 |
Miscellaneous income (expense), net | $ (2,547) | $ 34,017 |
Segment Reporting (Concentratio
Segment Reporting (Concentration Risk) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Customer A [Member] | Accounts Receivable | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 16.00% | 16.00% | ||
Customer B [Member] | Accounts Receivable | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 16.00% | 15.00% | ||
Customer C [Member] | Accounts Receivable | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 13.00% | 17.00% | ||
Customer1 [Member] | Sales Revenue Net | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 15.00% | 26.00% | ||
Customer2 [Member] | Sales Revenue Net | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 13.00% | 24.00% | ||
Customer3 [Member] | Sales Revenue Net | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 10.00% | 19.00% | ||
New Jersey Devils [Member] | Prepaid Expenses Benchmark [Member] | Supplier Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk Amount | $ 700 | $ 1,400 | $ 700 | |
New Jersey Devils [Member] | Other Current Assets Benchmark [Member] | Supplier Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk Amount | 3,700 | 3,700 | 3,700 | |
New Jersey Devils [Member] | Other Assets Total [Member] | Supplier Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk Amount | 34,800 | 36,200 | 34,800 | |
New Jersey Devils [Member] | Other Assets Benchmark [Member] | Supplier Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk Amount | $ 30,400 | $ 31,100 | $ 30,400 |
Correction of Previously Issu_3
Correction of Previously Issued Consolidated Financial Statements - Schedule of Correction of Previously Issued Consolidated Financial Statements (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Financial Position [Abstract] | ||||
Property and equipment, net | $ 2,284,729 | $ 2,156,292 | ||
Total assets | 5,337,920 | 5,289,879 | ||
Deferred tax liabilities, net | 177,781 | 200,325 | ||
Total liabilities | 3,101,503 | 2,971,639 | ||
Additional paid-in capital | 2,293,157 | 2,294,775 | ||
Accumulated deficit | (175,573) | (96,341) | ||
Total Madison Square Garden Entertainment Corp. stockholders' equity | 2,082,866 | 2,168,502 | ||
Total equity | 2,096,007 | $ 2,285,235 | 2,180,406 | $ 2,299,504 |
Total liabilities, redeemable noncontrolling interests and equity | 5,337,920 | 5,289,879 | ||
Income Statement [Abstract] | ||||
Interest expense | (9,248) | (5,273) | ||
Loss from operations before income taxes | (95,565) | (30,859) | ||
Income tax benefit (expense) | (18,910) | (9,457) | ||
Net loss | (76,655) | (40,316) | ||
Net income (loss) attributable to Madison Square Garden Entertainment Corp.'s stockholders | $ (79,232) | $ (35,797) | ||
Basic and diluted loss per common share attributable to Madison Square Garden Entertainment Corp.'s stockholders | $ (2.32) | $ (1.05) | ||
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (76,655) | $ (40,316) | ||
Comprehensive loss | (81,443) | (28,619) | ||
Comprehensive income (loss) attributable to Madison Square Garden Entertainment Corp.'s stockholders | (84,020) | (24,100) | ||
Statement of Cash Flows [Abstract] | ||||
Net loss | (76,655) | (40,316) | ||
Benefit from deferred income taxes | (20,036) | (9,590) | ||
Net cash provided by (used in) operating activities | 6,988 | (95,227) | ||
Capitalized interest | (9,326) | (355) | ||
Net cash used in investing activities | (146,302) | 192,234 | ||
As Previously Issued | ||||
Statement of Financial Position [Abstract] | ||||
Property and equipment, net | 2,226,175 | 2,107,064 | ||
Total assets | 5,279,366 | 5,240,651 | ||
Deferred tax liabilities, net | 167,180 | 191,429 | ||
Total liabilities | 3,090,902 | 2,962,743 | ||
Additional paid-in capital | 2,279,180 | 2,280,798 | ||
Accumulated deficit | (209,549) | (122,696) | ||
Total Madison Square Garden Entertainment Corp. stockholders' equity | 2,034,913 | 2,128,170 | ||
Total equity | 2,048,054 | 2,140,074 | ||
Total liabilities, redeemable noncontrolling interests and equity | 5,279,366 | 5,240,651 | ||
Income Statement [Abstract] | ||||
Interest expense | (18,574) | (5,628) | ||
Loss from operations before income taxes | (104,891) | (31,214) | ||
Income tax benefit (expense) | 20,615 | (9,392) | ||
Net loss | (84,276) | (40,606) | ||
Net income (loss) attributable to Madison Square Garden Entertainment Corp.'s stockholders | $ (86,853) | $ (36,087) | ||
Basic and diluted loss per common share attributable to Madison Square Garden Entertainment Corp.'s stockholders | $ (2.55) | $ (1.06) | ||
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (84,276) | $ (40,606) | ||
Comprehensive loss | (89,064) | (28,909) | ||
Comprehensive income (loss) attributable to Madison Square Garden Entertainment Corp.'s stockholders | (91,641) | (24,390) | ||
Statement of Cash Flows [Abstract] | ||||
Net loss | (84,276) | (40,606) | ||
Benefit from deferred income taxes | (21,741) | (9,655) | ||
Net cash provided by (used in) operating activities | (2,338) | (95,582) | ||
Capitalized interest | 0 | 0 | ||
Net cash used in investing activities | (136,976) | 192,589 | ||
Adjustment | ||||
Statement of Financial Position [Abstract] | ||||
Property and equipment, net | 58,554 | 49,228 | ||
Total assets | 58,554 | 49,228 | ||
Deferred tax liabilities, net | 10,601 | 8,896 | ||
Total liabilities | 10,601 | 8,896 | ||
Additional paid-in capital | 13,977 | 13,977 | ||
Accumulated deficit | 33,976 | 26,355 | ||
Total Madison Square Garden Entertainment Corp. stockholders' equity | 47,953 | 40,332 | ||
Total equity | 47,953 | 40,332 | $ 2,376 | |
Total liabilities, redeemable noncontrolling interests and equity | 58,554 | $ 49,228 | ||
Income Statement [Abstract] | ||||
Interest expense | 9,326 | 355 | ||
Loss from operations before income taxes | 9,326 | 355 | ||
Income tax benefit (expense) | (1,705) | (65) | ||
Net loss | 7,621 | 290 | ||
Net income (loss) attributable to Madison Square Garden Entertainment Corp.'s stockholders | $ 7,621 | $ 290 | ||
Basic and diluted loss per common share attributable to Madison Square Garden Entertainment Corp.'s stockholders | $ 0.22 | $ 0.01 | ||
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ 7,621 | $ 290 | ||
Comprehensive loss | 7,621 | 290 | ||
Comprehensive income (loss) attributable to Madison Square Garden Entertainment Corp.'s stockholders | 7,621 | 290 | ||
Statement of Cash Flows [Abstract] | ||||
Net loss | 7,621 | 290 | ||
Benefit from deferred income taxes | 1,705 | 65 | ||
Net cash provided by (used in) operating activities | 9,326 | 355 | ||
Capitalized interest | (9,326) | (355) | ||
Net cash used in investing activities | $ (9,326) | $ (355) |