Cover
Cover - shares | 3 Months Ended | |
Sep. 30, 2021 | Oct. 29, 2021 | |
Document Type | 10-Q | |
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 | false | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 27,324,977 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 6,866,754 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) shares in Thousands, $ 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 | 2,226,175 | 2,107,064 | |
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 | 5,279,366 | 5,240,651 | |
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 | 167,180 | 191,429 | |
Other liabilities | 77,238 | 75,263 | |
Total liabilities | 3,090,902 | 2,962,743 | |
Commitments and contingencies (see Note 11) | |||
Redeemable noncontrolling interests | $ 140,410 | $ 137,834 | |
Madison Square Garden Entertainment Corp. Stockholders’ Equity: | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |
Preferred Stock, Shares Authorized | 15,000 | 15,000 | |
Preferred Stock, Shares Outstanding | 0 | 0 | |
Preferred Stock, Value, Outstanding | $ 0 | $ 0 | |
Additional Paid in Capital | 2,279,180 | 2,280,798 | |
Retained Earnings | (209,549) | (122,696) | |
Accumulated other comprehensive loss | (35,060) | (30,272) | |
Total Madison Square Garden Entertainment Corp. stockholders’ equity | 2,034,913 | 2,128,170 | |
Nonredeemable noncontrolling interests | 13,141 | 11,904 | |
Total equity | 2,048,054 | 2,140,074 | |
Total liabilities, redeemable noncontrolling interests and equity | $ 5,279,366 | $ 5,240,651 | |
Common Class A [Member] | |||
Madison Square Garden Entertainment Corp. Stockholders’ Equity: | |||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |
Common Stock, Shares Authorized | 120,000 | 120,000 | |
Common Stock, Shares, Outstanding | 27,305 | 27,093 | |
Common Stock, Value, Issued | $ 273 | $ 271 | |
Common Class B [Member] | |||
Madison Square Garden Entertainment Corp. Stockholders’ Equity: | |||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |
Common Stock, Shares Authorized | 30,000 | 30,000 | |
Common Stock, Shares, Outstanding | 6,867 | 6,867 | |
Common Stock, Value, Issued | $ 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 and Combined State
Consolidated and Combined Statements Of Operations (Unaudited) - USD ($) shares in Thousands, $ 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 | (18,574) | (5,628) | |
Miscellaneous income (expense), net | (2,547) | 34,017 | |
Nonoperating income | (21,553) | 27,465 | |
Loss from operations before income taxes | (104,891) | (31,214) | |
Income tax benefit (expense) | 20,615 | (9,392) | |
Net loss | (84,276) | (40,606) | |
Less: Net income (loss) attributable to redeemable noncontrolling interests | 2,212 | (3,889) | |
Less: Net income (loss) attributable to nonredeemable noncontrolling interests | 365 | (630) | |
Net loss attributable to Madison Square Garden Entertainment Corp.’s stockholders | $ (86,853) | $ (36,087) | |
Basic and diluted earnings (loss) per common share attributable to the Company | $ (2.55) | $ (1.06) | |
Weighted Average Number of 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 $(10,047) for the three months ended September 30, 2021 and 2020, respectively. |
Consolidated Statements Of Oper
Consolidated Statements Of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transaction [Line Items] | ||
Revenues from related parties | $ 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 | $ (84,276) | $ (40,606) |
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 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, before Tax | (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 | (89,064) | (28,909) |
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 | $ (91,641) | $ (24,390) |
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 | $ (84,276) | $ (40,606) |
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 | (21,741) | (9,655) |
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 used in operating activities | (2,338) | (95,582) |
Cash flows from investing activities: | ||
Capital expenditures | (137,271) | (113,799) |
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 | (136,976) | 192,589 |
Cash flows from financing activities: | ||
Taxes paid in lieu of shares issued for equity-based compensation | (14,903) | (8,071) |
Noncontrolling interest holders’ capital contribution | 872 | 200 |
Distribution to related parties associated with the settlement of certain share-based awards | 516 | 0 |
Repayments of revolving credit facility | (15,000) | |
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: | ||
Noncash or Part Noncash Acquisition, Investments Acquired | 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 | Accumulated Other Comprehensive Loss | Total Company Divisional Equity | Total Company Divisional EquityRevision of Prior Period, Adjustment | Total Company Divisional EquityCumulative Effect, Period of Adoption, Adjustment | Non-redeembable Noncontrolling Interest | Redeemable Noncontrolling Interests |
Balance at the beginning of the period at Jun. 30, 2020 | $ 2,287,812 | $ 2,376 | $ 338 | $ 2,271,732 | $ 52,531 | $ 2,376 | $ (48,992) | $ 2,275,609 | $ 2,376 | $ 12,203 | ||||
Balance at the beginning of the period (Accounting Standards Update 2016-13) at Jun. 30, 2020 | $ (480) | $ (480) | $ (480) | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income (loss) attributable to parent | (36,087) | (36,087) | (36,087) | |||||||||||
Net income (loss) attributable to nonredeemable noncontrolling interests | (630) | |||||||||||||
Net income (loss) including portion attributable to nonredeemable noncontrolling interests | (36,717) | |||||||||||||
Other comprehensive income (loss) | 11,697 | 11,697 | 11,697 | |||||||||||
Comprehensive income (loss) attributable to parent | (24,390) | (24,390) | ||||||||||||
Comprehensive income (loss) attributable to nonredeemable noncontrolling interests | (630) | |||||||||||||
Comprehensive income (loss) including portion attributable to nonredeemable noncontrolling interests | (25,020) | |||||||||||||
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 | ||||||||||||
Balance at the end of the period at Sep. 30, 2020 | 2,273,253 | 340 | 2,280,095 | 18,340 | (37,295) | 2,261,480 | 11,773 | |||||||
Balance at the beginning of the period at Jun. 30, 2020 | $ 20,600 | |||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | ||||||||||||||
Net income (loss) attributable to redeemable noncontrolling interests | (3,889) | |||||||||||||
Comprehensive income (loss) attributable to redeemable noncontrolling interests | (3,889) | (3,889) | ||||||||||||
Noncontrolling Interest Increase From Business Combination Redeemable Noncontrolling Interests | 587 | |||||||||||||
Balance at the end of the period at Sep. 30, 2020 | 17,298 | |||||||||||||
Balance at the beginning of the period at Jun. 30, 2021 | 2,140,074 | 340 | 2,280,798 | (122,696) | (30,272) | 2,128,170 | 11,904 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income (loss) attributable to parent | (86,853) | (86,853) | (86,853) | |||||||||||
Net income (loss) attributable to nonredeemable noncontrolling interests | 365 | 365 | ||||||||||||
Net income (loss) including portion attributable to nonredeemable noncontrolling interests | (86,488) | |||||||||||||
Other comprehensive income (loss) | (4,788) | (4,788) | (4,788) | |||||||||||
Comprehensive income (loss) attributable to parent | (91,641) | (91,641) | ||||||||||||
Comprehensive income (loss) attributable to nonredeemable noncontrolling interests | 365 | |||||||||||||
Comprehensive income (loss) including portion attributable to nonredeemable noncontrolling interests | (91,276) | |||||||||||||
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 compensation | (227) | (227) | (227) | |||||||||||
Noncontrolling Interest, Change in Redemption Value | 6,178 | 6,178 | 6,178 | 7,566 | ||||||||||
Contributions from noncontrolling interest holders | 872 | 872 | ||||||||||||
Balance at the end of the period at Sep. 30, 2021 | 2,048,054 | $ 342 | 2,279,180 | $ (209,549) | $ (35,060) | 2,034,913 | $ 13,141 | |||||||
Balance at the beginning of the period at Jun. 30, 2021 | 137,834 | 137,834 | ||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | ||||||||||||||
Net income (loss) attributable to redeemable noncontrolling interests | 2,212 | 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 | |||||||||||||
Balance at the end of the period 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 | |
Description of Business And Basis of Presentation [Abstract] | |
Description of Business and Basis of Presentation [Text Block] | 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 for more information regarding the Entertainment Distribution. As part of the Entertainment Distribution, the Company has entered into various agreements with MSG Sports as detailed in Note 18. 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 by 0.172, with such product rounded up to the next whole share and (ii) each share of Class B common stock, par value $0.01 per share, of MSG Networks Inc. (“MSGN Class B 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 B common stock, par value $0.01 per share, of the Company (“Class B Common Stock”) such that each holder of record of shares of MSGN Class B Common Stock had the right to receive, in the aggregate, a number of shares of Class B Common Stock equal to the total number of shares of MSGN Class B Common Stock held of record immediately prior to the Effective Time multiplied by 0.172, with such product rounded up to the next whole share, in each case except for Excluded Shares (as defined in the Merger Agreement). The Company issued 7,476 shares of the Class A Common Stock and 2,337 shares of Class B Common Stock on July 9, 2021 to holders of MSGN Class A Common Stock and MSGN Class B Common Stock, respectively, which shares are reflected as outstanding for all periods presented. 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 venues, called MSG Sphere, and is currently building its first such venue in Las Vegas. The Entertainment segment also includes the original production, the Christmas Spectacular Starring the Radio City Rockettes (“ Christmas Spectacular ”), as well as Boston Calling Events, LLC (“BCE”), the entertainment production company that owns and operates the Boston Calling Music Festival. This segment also includes our bookings business, which features a variety of live entertainment and sports experiences. • 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 of Regulation S-X of Securities and Exchange Commission (“SEC”), and should be read in conjunction with 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 consolidated financial statements as of September 30, 2021 and for the three months ended September 30, 2021 and 2020 presented herein are unaudited; however, in the opinion of management, the financial statements reflect all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods presented. The results of operations for the periods presented are not necessarily indicative of the results that might be expected for future interim periods or for the full year. As a result of the production of the Christmas Spectacular and arena license fees from MSG Sports in connection with the Knicks and Rangers use of the Garden, the Company generally earns a disproportionate share of its annual revenues in the second and third quarters of its fiscal year. In addition, the Company’s operating results since the third quarter of Fiscal Year 2020 have been negatively impacted due to the COVID-19 pandemic. 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 Pandemic The Company’s operations and operating results have been, and may continue to be, materially impacted by the COVID-19 pandemic and actions taken in response by governmental authorities and certain professional sports leagues. For the majority of Fiscal Year 2021, substantially all of the Entertainment business operations were suspended, MSG Networks aired substantially fewer games and Tao Group Hospitality was operating at significantly reduced capacity and demand. While operations have resumed, it is not clear when we will fully return to normal operations. As a result of government-mandated assembly limitations and closures, all of our performance venues were closed beginning in mid-March 2020. Use of The Garden resumed for Knicks and Rangers home games without fans in December 2020 and January 2021, respectively, and was available at 10% seating capacity from mid-February through mid-May 2021 with certain safety protocols and social distancing. Beginning in mid-May 2021, all of our New York performance venues were permitted to host guests at full capacity, subject to certain restrictions, and effective June 2021, The Chicago Theatre was permitted to host events without restrictions. For all events hosted at our New York performance venues with 100% capacity prior to August 17, 2021, guests were required to provide proof of full vaccination or a negative COVID-19 test, depending on the requirements of that venue and/or preference of the performer. Effective August 17, 2021, all workers and customers in New York City indoor dining, indoor fitness and indoor entertainment facilities are required to show proof of at least one vaccination shot. Guests are also required to wear masks unless they show proof that they are fully vaccinated (although specific performers may require enhanced protocols). Children under age 12 can attend events with a vaccinated adult, but ages 2 to 11 need to wear a mask while inside our venues. In addition, effective August 20, 2021, masks are required for all individuals in indoor public spaces in Chicago, including our venues. 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. W e continue to actively pursue one-time or multi-night performances at our venues as the touring market ramps up. The impact to our operations also included the cancellation of the 2020 production of the Christmas Spectacular and both the 2020 and 2021 Boston Calling Music Festivals. While the 2021 production of the Christmas Spectacular is currently on-sale, the current production is scheduled for 160 shows , as compared with 199 shows for the 2019 production, which was the last production presented prior to the impact of the COVID-19 pandemic. 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 regular seasons, which materially impacted the payments we received under the Arena License Agreements for Fiscal Year 2021. On July 1, 2021, the Knicks and Rangers began paying the full amounts provided for under their respective Arena License Agreements and full 82-game regular seasons for the 2021-22 NBA and NHL seasons are scheduled . As a result of the COVID-19 pandemic and league and government actions relating thereto, MSG Networks aired substantially fewer NBA and NHL telecasts during Fiscal Year 2021, as compared with Fiscal Year 2019 (the last full fiscal year not impacted by COVID-19), and consequently experienced a decrease in revenues, including a material decrease in advertising revenue. The absence of live sports games also resulted in a decrease in certain MSG Networks expenses, including rights fees, variable production expenses, and advertising sales commissions. MSG Networks has resumed airing full regular season telecast schedules for its five professional teams across both the NBA and NHL, and, as result, expects a return to normalized levels of advertising revenue and certain operating expenses, including rights fees expense. Disruptions caused by the COVID-19 pandemic had a significant and negative impact on Tao Group Hospitality’s operations and financial performance for Fiscal Year 2021. Due to governm ent actions taken in response to the COVID-19 pandemic, virtually all of Tao Group Hospitality’s venues were closed for approximately three months starting in mid-March 2020. Additionally, three venues were permanently closed. Throughout Fiscal Year 2021, Tao Group Hospitality conducted limited operations at certain venues, subject to significant regulatory requirements, including capacity limits, curfews and social distancing requirements for outdoor and indoor dining. Tao Group Hospitality’s operations fluctuated throughout Fiscal Year 2021 and during the first quarter of Fiscal Year 2022 as certain markets lifted restrictions, imposed restrictions, and changed operational requirements over time. Effective August 17, 2021, workers and customers in New York City indoor dining facilities are required to show proof of at least one vaccination shot. In addition, certain jurisdictions have reinstated safety protocols, such as mask mandates in Nevada and Chicago, but Tao Group Hospitality is continuing to operate without capacity restrictions in domestic and key international markets. It is unclear how long and to what extent COVID-19 concerns, including with respect to new variants, will continue to impact government and league-mandated capacity restrictions, the use of and/or demand for our entertainment and dining and nightlife venues, and demand for our sponsorship and advertising assets, or deter our employees and vendors from working at our venues (which may lead to difficulties in staffing). 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 asset and a leasehold improvement. There were no other material impairment charges recorded by the Company for the three months ended September 30, 2021 and 2020. The duration and impact of the COVID-19 pandemic may result in future impairment charges that management will evaluate as facts and circumstances evolve over time. Refer to Note 8, Note 9 and Note 10 for further detail of the Company’s intangible assets, long-lived assets and goodwill. |
Accounting Policies
Accounting Policies | 3 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Accounting Policies | 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 regarding the classification of redeemable noncontrolling interests of Tao Group Hospitality. 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 for the year ended June 30, 2021. The update primarily reflects specific policies for the MSG Networks segment in connection with the Merger. 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 pandemic, the NBA and NHL 2020-21 regular seasons were delayed and primarily occurred during the third and fourth quarters of Fiscal Year 2021 and will affect the comparability in the second, third and the fourth fiscal quarters of Fiscal Year 2022. 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 personalities, producers, directors, technicians, writers and other creative staff, as well as expenses associated with location costs, remote facilities and maintaining studios, origination, and transmission services and facilities. The professional team media rights acquired under media rights agreements to telecast various sporting events and other programming for exhibition on MSG Networks are typically expensed on a straight-line basis over the applicable annual contract or license period. 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. 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 . This ASU eliminates certain exceptions to the general approach in ASC Topic 740 and includes methods of simplification to the existing guidance. This standard was adopted by the Company in the first quarter of Fiscal Year 2022. The adoption of the standard had no impact on the Company’s consolidated financial statements. 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 . This ASU provides temporary optional expedients and exceptions to the guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate and other interbank offered rates to alternative reference rates. In January 2021, the FASB issued ASU 2021-01, which refines the scope of Topic 848 and clarifies some of its guidance as part of the FASB’s monitoring of global reference rate activities. The new guidance was effective upon issuance, and the Company is allowed to elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the impact this standard will have on its consolidated financial statements. |
Acquisition
Acquisition | 3 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Mergers, Acquisitions and Dispositions Disclosures | 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 regarding the details of Tao Group Hospitality’s acquisition of the business (“Hakkasan”) of Hakkasan USA, Inc., a Delaware corporation (“Hakkasan Parent”) on April 27, 2021. During the three months ended September 30, 2021, the Company completed the finalization of a working capital adjustment and net debt against agreed upon targets. As a result, the initial determination of approximately 18% noncontrolling interest ownership of common equity interests in Tao Group Sub-Holdings LLC owned by the Hakkasan Parent was subsequently revised to approximately 15%. The Company continues to own a 77.5% controlling interest in Tao Group Holdings LLC, which, after the ownership adjustments, translates to an approximately 66% indirect controlling interest in Tao Group Sub-Holdings LLC. Tao Group Hospitality’s results will continue to be consolidated in the financial results of the Company. 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 Recognized as of Acquisition Date (as previously reported) Measurement Period Adjustment (a) Fair Value Recognized as of September 30, 2021 as adjusted Cash and cash equivalents $ 16,737 $ — $ 16,737 Property and equipment, net 33,393 — 33,393 Right-of-use lease assets 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) _________________ |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Sep. 30, 2021 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | 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 and “— Note 2. Accounting Policies — Summary of Significant Accounting Policies — Revenue Recognition — Media Affiliation Fee and Advertising Revenues” for more information regarding the details of the Company’s revenue recognition policies. All revenue recognized in the consolidated statements of operations is considered to be revenue from contracts with customers in accordance with ASC Topic 606, except for $2,316 and $748 of revenues from Arena License Agreements, leases and subleases, which are accounted for in accordance with ASC Topic 842 for the three months ended September 30, 2021 and 2020, respectively. 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, for the three months ended September 30, 2021 and 2020: Three Months Ended September 30, 2021 Entertainment MSG Networks Tao Group 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 Networks Tao Group 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 for further details on the pattern of recognition of sponsorship, signage and suite license revenues. (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 to 40 and the disaggregation of revenue required disclosures in accordance with ASC Subtopic 606-10-50-5 for the three months ended September 30, 2021 and 2020: Three Months ended September 30, 2021 Entertainment MSG Networks Tao Group 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 Networks Tao Group 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, 2021 2021 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 portion (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 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. (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 affiliation fee arrangements that have original expected durations longer than one year and the consideration is not variable. For arrangements with variable consideration, such variability is based on the Company’s ability to deliver the underlying benefits as dictated by the related contractual provisions. In developing the estimated revenue, the Company applies the allowable practical expedient and does not disclose information about remaining performance obligations that have original expected durations of one year or less. Fiscal Year 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 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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 September 30, 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 $ (86,853) $ (36,087) 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 $ (2.55) $ (1.06) _________________ (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 Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash | 3 Months Ended |
Sep. 30, 2021 | |
Cash, Cash Equivalents and Restricted Cash [Abstract] | |
Cash, Cash Equivalents and Restricted Cash [Text Block] | 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, June 30, September 30, June 30, 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 _________________ |
Investments and Loans to Noncon
Investments and Loans to Nonconsolidated Affiliates | 3 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments, Joint Ventures and Cost Method Investments [Abstract] | |
Investments and Loans to Nonconsolidated Affiliates | 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 and ASC Topic 321, Investments - Equity Securities , respectively, consisted of the following: Ownership Percentage 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 Cost Basis Carrying 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 Cost Basis Carrying 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 September 30, 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 and Equipment [Abstract] | |
Property and Equipment | Property and Equipment As of September 30, 2021 and June 30, 2021, property and equipment consisted of the following: September 30, June 30, 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 1,284,278 1,145,297 3,141,029 2,991,605 Less accumulated depreciation and amortization (914,854) (884,541) $ 2,226,175 $ 2,107,064 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 inclu de $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 | 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 term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain not to exercise, as well as periods covered by renewal options which the Company is reasonably certain to exercise. The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated statements of operations and consolidated statements of cash flows over the lease term. 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 components in the measurement of ROU assets and lease liabilities, as the Company has elected to account for lease and non-lease components together as a single lease component. ROU assets associated with finance leases are presented separate from ROU assets associated with operating leases and are included within Property and equipment, net on the Company’s consolidated balance sheet. For purposes of measuring the present value of the Company’s fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in the underlying leasing arrangements are typically not readily determinable. The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment surrounding the associated 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 cash flow in excess of such objectives. The ground lease is for a term of 50 years, commencing upon substantial completion of the MSG 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 Balance Sheet September 30, June 30, Right-of-use assets: Operating leases Right-of-use lease assets $ 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: Three Months Ended Line Item in the Company’s Consolidated Statement of Operations September 30, 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 lease assets for two locations including the renewal of the Radio City Music Hall lease as well as a venue associated with MSG Sphere, net of tenant incentives. In October 2021, the Company received approximately $7,500 of the aforementioned tenant incentives. For the three months ended September 30, 2020, the Company did not enter into new leases. During the three months ended September 30, 2021, a non-cash impairment charge of $4,549 was recorded for the right-of-use lease assets associated with certain Hakkasan venues of Tao Group Hospitality due to decisions made by management to cease operations at certain venues subsequent to the Hakkasan acquisition date. 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 periods of use when MSG Sports uses The Garden for their professional sports teams’ home games, and operating lease revenue is therefore recognized ratably as events occur. 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 pandemic, The Garden was not available for use by MSG Sports from the effective date of the Arena License Agreements through the first quarter of Fiscal Year 2021, and, accordingly, the Company did not record any operating lease revenue for this arrangement during the first quarter of Fiscal Year 2021. Use of The Garden resumed for Knicks and Rangers home games without fans in December 2020 and January 2021, respectively, and was available at 10% seating capacity from mid-February through mid-May 2021 when it became available at 100% seating capacity. The Company recorded $1,328 of revenues under the Arena License Agreements for the three months ended September 30, 2021. In addition, the Company recorded related party sublease and third-party lease revenues of $988 and $748 for the three months ended September 30, 2021 and 2020, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The carrying amount of goodwill as of September 30, 2021 and June 30, 2021 are as follows: Entertainment MSG Networks Tao Group Hospitality 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 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. 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 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 agreements 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 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 agreements 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 | 3 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 for details on the Company’s off-balance sheet commitments. The Company’s off-balance sheet commitments as of June 30, 2021 also included a total of $3,646,250 of contract obligations from the MSG Networks segment, as a result of the Merger, (primarily related to media rights agreements) as follows: 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. v. James Dolan, et al. , 2021-0468-KSJM, was filed in the Court of Chancery of the State of Delaware by purported stockholders of the Company against the Company, its Board of Directors (the “Board”), certain Dolan family stockholders and MSG Networks Inc. The complaint purported to allege derivative claims on behalf of the Company and claims on behalf of a putative class of Company stockholders concerning the Merger. Plaintiffs alleged, among other things, that the Merger was a business combination with an interested stockholder that is not allowed under Section 203 of the Delaware General Corporation Law (the “DGCL”), that the Board members and majority stockholders violated their fiduciary duties in agreeing to the Merger, and that the disclosures relating to the Merger were misleading or incomplete. Plaintiffs sought, among other relief, declaratory and preliminary and permanent injunctive relief enjoining the stockholder vote and consummation of the Merger, and an award of damages in the event the transaction was consummated and plaintiffs’ attorneys’ fees. On June 15, 2021, plaintiffs filed a brief in support of their motion seeking a preliminary injunction enjoining the Company’s stockholder vote and consummation of the Merger, which the defendants opposed. The Court of Chancery denied the plaintiffs’ preliminary injunction motion on July 2, 2021. On June 9, 2021, a complaint captioned Timothy Leisz v. MSG Networks Inc. et al. , 2021-0504-KSJM, was filed in the Court of Chancery of the State of Delaware by a purported stockholder of MSG Networks Inc. against MSG Networks Inc., the MSG Networks Inc. board of directors, certain Dolan family stockholders and the Company. The complaint purported to allege claims on behalf of a putative class of MSG Networks Inc. stockholders concerning the Merger. The MSG Networks Inc. plaintiff alleged, among other things, that the Merger was a business combination with an interested stockholder that is not allowed under Section 203 of the DGCL, that the MSG Networks Inc. board members and majority stockholders violated their fiduciary duties in agreeing to the Merger, and that the disclosures relating to the merger were misleading or incomplete. Plaintiff sought, among other relief, declaratory and preliminary and permanent injunctive relief enjoining the stockholder vote and consummation of the Merger, and an award of damages in the event the transaction was consummated and plaintiff’s attorneys’ fees. On June 21, 2021, plaintiff filed a brief in support of his motion seeking a preliminary injunction enjoining the MSG Networks Inc. stockholder vote and consummation of the Merger, which defendants opposed. The Court of Chancery denied the plaintiff’s preliminary injunction motion on July 2, 2021. On July 6, 2021, a complaint captioned Stevens et al. v. Dolan et al. , 2021-0575, was filed in the Court of Chancery of the State of Delaware by purported stockholders of MSG Networks Inc. against the MSG Networks Inc. board of directors. The complaint purported to allege claims on behalf of a putative class of MSG Networks Inc. stockholders concerning the Merger. The plaintiffs alleged, among other things, that the MSG Networks Inc. board members and majority stockholders violated their fiduciary duties in agreeing to the Merger and that the disclosures relating to the merger were misleading or incomplete. Plaintiffs sought, among other relief, an order rescinding the merger and rescinding any severance paid to James Dolan in connection with the Merger, an award of damages in the event the transaction was consummated, and plaintiffs’ attorneys’ fees. On July 6, 2021, a complaint captioned The City of Boca Raton Police and Firefighters’ Retirement System v. MSG Networks Inc. , 2021-0578, was filed in the Court of Chancery of the State of Delaware by purported stockholders of MSG Networks Inc. against MSG Networks Inc. The complaint purported to seek to enforce plaintiff’s right to inspect certain of MSG Networks Inc.’s books and records under Section 220 of the DGCL. The complaint was voluntarily dismissed on August 10, 2021. 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., 2021-0692 was filed in the Court of Chancery of the State of Delaware by purported stockholders of the Company. The complaint purported to allege derivative claims on behalf of the Company and direct claims on behalf of a putative class of Company stockholders. Plaintiffs alleged that the Board and the Company’s majority stockholders violated their fiduciary duties by failing to protect the Company’s interest in connection with the Merger. Plaintiffs sought, among other relief, an award of damages to the purported class and Company including interest, and plaintiffs’ attorneys’ fees. On August 31, 2021, a complaint captioned Murray v. Dolan et al. , 2021-0748, was filed in the Court of Chancery of the State of Delaware by purported stockholders of MSG Networks Inc. against the MSG Networks Inc. board of directors. The complaint purported to allege claims on behalf of a putative class of MSG Networks stockholders concerning the Merger. Plaintiffs alleged, among other things, that the MSG Networks Inc. board members and majority stockholders violated their fiduciary duties in agreeing to the Merger and that the disclosures relating to the merger were misleading or incomplete. Plaintiffs sought, among other relief, an order rescinding the merger and rescinding any severance paid to James Dolan in connection with the Merger, an award of damages, and plaintiffs’ attorneys’ fees. 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 and City of Miramar actions. The new consolidated action is captioned: In re Madison Square Garden Entertainment Corp. Stockholders Litigation , C.A. 2021-0468-KSJM. The consolidated plaintiffs filed their Verified Consolidated Derivative Complaint on October 11, 2021. The complaint retains all of the derivative allegations for breach of fiduciary duties that were present in the Hollywood Firefighters and City of Miramar complaints and abandons the direct claims in those prior complaints. Plaintiffs seek, among other relief, an award of damages to the Company including interest, and plaintiffs’ attorneys’ fees. On September 27, 2021, the Court of Chancery entered an order consolidating the complaints in the Leisz , Stevens , City of Boca Raton , and Murray complaints. The new consolidated action is captioned: In re MSG Networks Inc. Stockholder Class Action Litigation , C.A. 2021-0575-KSJM. The consolidated plaintiffs filed their Verified Consolidated Stockholder Class Action Complaint on October 29, 2021. The complaint asserts claims on behalf of a putative class of former MSG Networks Inc. stockholders against each member of the board of directors of MSG Networks Inc. prior to the Merger. Plaintiffs allege that the MSG Networks Inc. board of directors and majority stockholders breached their fiduciary duties in negotiating and approving the Merger. Plaintiffs seek, among other relief, monetary damages for the putative class and plaintiffs’ attorneys’ fees. 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 | 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, June 30, Assets: Money market accounts (a) Cash and cash equivalents $ 350,063 $ 586,219 Time deposits (a) Cash and cash equivalents 816,042 775,510 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 Fair Carrying Fair Liabilities Current and non-current portion of long-term debt under the MSG Networks Term Loan Facility (a) $ 1,035,375 $ 1,030,200 $ 1,047,750 $ 1,042,510 Current and non-current portion of long-term debt under the National Properties Term Loan Facility (a) $ 645,125 $ 662,866 $ 646,750 $ 669,386 Current and non-current portion of long-term debt under the Tao Credit Facilities (a) $ 27,500 $ 27,599 $ 43,750 $ 43,851 _________________ |
Credit Facilities
Credit Facilities | 3 Months Ended |
Sep. 30, 2021 | |
Credit Facilities [Abstract] | |
Credit Facilities | 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 the 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. The National Properties Term Loan Facility will mature on November 12, 2025. Borrowings under the National Properties Term Loan Facility bear interest at a floating rate, which at the option of MSG National Properties may be either (i) a base rate plus a margin of 5.25% per annum or (ii) LIBOR, with a floor of 0.75%, plus a margin of 6.25% per annum. The interest rate on the National Properties Term Loan Facility as of September 30, 2021 was 7.00%. As of September 30, 2021, there was $645,125 outstanding under the National Properties Term Loan Facility. 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 LLC, a subsidiary of Tao Group Hospitality, replaced the Senior Borrower’s prior credit agreement dated January 31, 2017 (“2017 Tao Credit Agreement”). On June 15, 2020, the Company entered into the second amendment to the Tao Subordinated Credit Agreement, which provided an additional $22,000 of intercompany loan borrowing availability under the Tao Subordinated Credit Agreement. The net intercompany loan outstanding balance under the Tao Subordinated Credit Agreement, as amended, was $63,000 as of September 30, 2021. The balances and interest-related activities pertaining to the Tao Subordinated Credit Agreement, as amended, have been eliminated in the consolidated financial statements in accordance with ASC Topic 810, 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 Senior Secured Credit Facilities National Properties Term Loan Facility Tao Credit Facilities 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 Deferred Financing Costs Net (a) Principal Unamortized Deferred Financing Costs 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 Deferred Financing Costs Net (a) Principal Unamortized Deferred Financing Costs 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, 2021 September 30, 2020 September 30, 2021 September 30, 2020 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 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |
Pension Plans and Other Postretirement Benefit Plan | 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 for more information regarding the Company’s defined benefit pension plans (“MSGE Pension Plans”), postretirement benefit plan (“MSGE Postretirement Plan”), The Madison Square Garden 401(k) Savings Plan and the MSG Sports & Entertainment, LLC Excess Savings Plan (collectively, the “Savings Plans”), and The Madison Square Garden 401(k) Union Plan (the “Union Savings Plan”). Through the Merger, the Company also sponsors (i) a non-contributory, qualified defined benefit pension plan covering certain of its union employees, (ii) an unfunded non-contributory, non-qualified frozen excess cash balance plan covering certain employees who participated in an underlying qualified plan, and (iii) an unfunded noncontributory, non-qualified frozen defined benefit pension plan for the benefit of certain employees who participated in an underlying qualified plan (collectively the “MSGN Pension Plans”, and together with MSGE Pension Plans, the “Pension Plans”). MSG Networks also sponsors a contributory welfare plan which provides certain postretirement healthcare benefits to certain employees hired prior to January 1, 2001 (the “MSGN Postretirement Plan”, and together with MSGE Postretirement Plan, the “Postretirement Plans”). 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, 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 | 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 for more information regarding MSG Sports equity award programs (the “MSG Sports Stock Plans”) and MSG Entertainment equity award programs. Prior to the Merger, share-based compensation awards were also granted under the MSG Networks Inc. 2010 Employee Stock Plan, as amended, and the MSG Networks Inc. 2010 Stock Plan for Non-Employee Directors (collectively, “MSGN Equity Incentive Plans”). Upon exercise of stock options or vesting of time-based restricted stock units and performance condition based restricted stock units, collectively referred to as “RSUs,” under MSGN Equity Incentive Plans, shares were either issued from MSG Networks Inc.’s unissued reserved stock or from treasury stock. 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 Nonperformance Performance 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 Number of Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value 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 | |
Accumulated Other Comprehensive Income (Loss) [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following table details the components of accumulated other comprehensive loss: Three Months Ended September 30, 2021 Pension Plans and Cumulative Translation Adjustments Accumulated 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 and Cumulative Translation Adjustments Accumulated 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 | 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 $20,615 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 $9,131 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 $9,392 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 $7,586 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 $1,771. 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. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 for a commission; • 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 term in exchange for venue license fees, (ii) shares revenues collected for suite licenses, (iii) operates and manages the sale of the sports teams merchandise at The Garden for a commission, (iv) operates and manages the sale of food and beverage sales and catering services during the Knicks and Rangers games for a portion of net profits (as defined under the Arena License Agreements), (v) provides day of game services that were historically provided prior to the Entertainment Distribution, and (vi) provides other general services within The Garden; • 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, “time sharing” basis, the Company’s Gulfstream Aerospace G550 aircraft. 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 basis Brighid Air’s Bombardier BD100-1A10 Challenger 350 aircraft (the “Challenger”). In connection with the dry lease agreement, the Company also entered into a Flight Crew Services Agreement (the “Flight Crew Agreement”) with Dolan Family Office, LLC (“DFO”), an entity owned and controlled by Charles F. Dolan, pursuant to which the Company may utilize pilots employed by DFO for purposes of flying the Challenger when the Company is leasing that aircraft under the Company’s dry lease agreement with Brighid Air. 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 periods of use when MSG Sports uses The Garden for their professional sports teams’ home games, and operating lease revenue is therefore recognized ratably as events occur. 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 pandemic, The Garden was not available for use by MSG Sports from the effective date of the Arena License Agreements through the first quarter of Fiscal Year 2021 and, accordingly, the Company did not record any operating lease revenue for this arrangement during the first quarter of Fiscal Year 2021. The Company recorded $1,328 of revenues under the Arena License Agreements for the three months ended September 30, 2021. 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 food and beverage sales in connection with the Arena License Agreements. 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 Reporting
Segment Reporting | 3 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure | Segment Information The Company is comprised of three reportable segments: Entertainment, MSG Networks and Tao Group Hospitality. In determining its reportable segments, the Company assessed the guidance of ASC 280-10-50-1, which provides the definition of a reportable segment. In accordance with the FASB’s guidance, the Company takes into account whether two or more operating segments can be aggregated together as one reportable segment as well as the type of discrete financial information that is available and regularly reviewed by its CODM. The Company has evaluated this guidance and determined that there are three reportable segments. In addition, the Company incurs non-capitalizable content development and technology costs associated with the Company’s MSG Sphere initiative, which are reported in “Entertainment.” In addition to event-related operating expenses, Entertainment also includes other expenses such as (a) corporate and supporting department operating costs that are attributable to MSG Sphere development and (b) non-event related operating expenses for the Company’s venues such as (i) rent for the Company’s leased venues, (ii) real estate taxes, (iii) insurance, (iv) utilities, (v) repairs and maintenance, (vi) labor related to the overall management of the venues, and (vii) depreciation and amortization expense related to the Company’s performance venues and certain corporate property, equipment and leasehold improvements. Additionally, the Company does not allocate any purchase accounting adjustments related to business acquisitions to the reporting segments. 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 straight-line leasing revenue associated with the Arena License Agreements with MSG Sports, (ii) depreciation, amortization and impairments of property and equipment, goodwill and intangible assets, (iii) amortization for capitalized cloud computing arrangement costs, (iv) share-based compensation expense or benefit, (v) restructuring charges or credits, (vi) merger and acquisition-related costs and (vii) gains or losses on sales or dispositions of businesses and associated settlements, which is referred to as adjusted operating income (loss), a non-GAAP measure. In addition to excluding the impact of the items discussed above, the impact of purchase accounting adjustments related to business acquisitions is also excluded in evaluating the Company’s consolidated adjusted operating income (loss). Because it is based upon operating income (loss), adjusted operating income (loss) also excludes interest expense (including cash interest expense) and other non-operating income and expense items. Management believes that the exclusion of share-based compensation expense or benefit allows investors to better track the performance of the various operating units of the Company’s business without regard to the settlement of an obligation that is not expected to be made in cash. In addition, the Company believes that given the length of the Arena License Agreements and resulting magnitude of the difference in leasing revenue recognized and cash revenue received, the exclusion of non-cash leasing revenue provides investors with a clearer picture of the Company's operating performance. We eliminate merger and acquisition-related costs because the Company does not consider such costs to be indicative of the ongoing operating performance of the Company as they result from an event that is of a non-recurring nature, thereby enhancing comparability. 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 Networks Tao Group Hospitality Purchase Inter-segment eliminations 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 (18,574) Miscellaneous expense, net (a) (2,547) Loss from operations before income taxes $ (104,891) 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 portion of arena license fees from MSG Sports (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 Networks Tao Group Hospitality Purchase Inter-segment eliminations 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 (5,628) Miscellaneous income, net (a) 34,017 Loss from operations before income taxes $ (31,214) 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 September 30, 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 cost components of net periodic pension and postretirement benefit costs (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 |
Accounting Policies (Policies)
Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | 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. |
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 for the year ended June 30, 2021. The update primarily reflects specific policies for the MSG Networks segment in connection with the Merger. 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 pandemic, the NBA and NHL 2020-21 regular seasons were delayed and primarily occurred during the third and fourth quarters of Fiscal Year 2021 and will affect the comparability in the second, third and the fourth fiscal quarters of Fiscal Year 2022. 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 personalities, producers, directors, technicians, writers and other creative staff, as well as expenses associated with location costs, remote facilities and maintaining studios, origination, and transmission services and facilities. The professional team media rights acquired under media rights agreements to telecast various sporting events and other programming for exhibition on MSG Networks are typically expensed on a straight-line basis over the applicable annual contract or license period. 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. |
Recently Issued 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 . This ASU eliminates certain exceptions to the general approach in ASC Topic 740 and includes methods of simplification to the existing guidance. This standard was adopted by the Company in the first quarter of Fiscal Year 2022. The adoption of the standard had no impact on the Company’s consolidated financial statements. 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 . This ASU provides temporary optional expedients and exceptions to the guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate and other interbank offered rates to alternative reference rates. In January 2021, the FASB issued ASU 2021-01, which refines the scope of Topic 848 and clarifies some of its guidance as part of the FASB’s monitoring of global reference rate activities. The new guidance was effective upon issuance, and the Company is allowed to elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the impact this standard will have on its consolidated financial statements. |
Revenue Recognition (Policies)
Revenue Recognition (Policies) | 3 Months Ended |
Sep. 30, 2021 | |
Revenue Recognition [Abstract] | |
Revenue, Remaining Performance Obligation | In developing the estimated revenue, the Company applies the allowable practical expedient and does not disclose information about remaining performance obligations that have original expected durations of one year or less. |
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 term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain not to exercise, as well as periods covered by renewal options which the Company is reasonably certain to exercise. The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated statements of operations and consolidated statements of cash flows over the lease term. 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 components in the measurement of ROU assets and lease liabilities, as the Company has elected to account for lease and non-lease components together as a single lease component. ROU assets associated with finance leases are presented separate from ROU assets associated with operating leases and are included within Property and equipment, net on the Company’s consolidated balance sheet. For purposes of measuring the present value of the Company’s fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in the underlying leasing arrangements are typically not readily determinable. The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment surrounding the associated 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 periods of use when MSG Sports uses The Garden for their professional sports teams’ home games, and operating lease revenue is therefore recognized ratably as events occur. |
Comprehensive Text Block List (
Comprehensive Text Block List (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 Recognized as of Acquisition Date (as previously reported) Measurement Period Adjustment (a) Fair Value Recognized as of September 30, 2021 as adjusted Cash and cash equivalents $ 16,737 $ — $ 16,737 Property and equipment, net 33,393 — 33,393 Right-of-use lease assets 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) _________________ |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Revenue Recognition [Abstract] | |
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, for the three months ended September 30, 2021 and 2020: Three Months Ended September 30, 2021 Entertainment MSG Networks Tao Group 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 Networks Tao Group 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 for further details on the pattern of recognition of sponsorship, signage and suite license revenues. (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 to 40 and the disaggregation of revenue required disclosures in accordance with ASC Subtopic 606-10-50-5 for the three months ended September 30, 2021 and 2020: Three Months ended September 30, 2021 Entertainment MSG Networks Tao Group 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 Networks Tao Group 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 with Customer, Contract Assets and Liabilities | 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, 2021 2021 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 portion (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 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. |
Revenue, 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 affiliation fee arrangements that have original expected durations longer than one year and the consideration is not variable. For arrangements with variable consideration, such variability is based on the Company’s ability to deliver the underlying benefits as dictated by the related contractual provisions. In developing the estimated revenue, the Company applies the allowable practical expedient and does not disclose information about remaining performance obligations that have original expected durations of one year or less. Fiscal Year 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 |
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 |
Cash, Cash Equivalents and Re_2
Cash, Cash Equivalents and Restricted Cash (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Cash, Cash Equivalents and Restricted Cash [Abstract] | |
Schedule Of Cash, Cash Equivalents, Restricted Cash And Restricted Cash Equivalents [Table Text Block] | The following table provides a summary of the amounts recorded as cash, cash equivalents and restricted cash. As of September 30, June 30, September 30, June 30, 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 _________________ |
Investments and Loans to Nonc_2
Investments and Loans to Nonconsolidated Affiliates (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Equity Method Investments, Joint Ventures and Cost Method Investments [Abstract] | |
Cost and Equity Method Investments | 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 and ASC Topic 321, Investments - Equity Securities , respectively, consisted of the following: Ownership Percentage 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 _________________ |
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 Cost Basis Carrying 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 Cost Basis Carrying 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 September 30, 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 and Equipment [Abstract] | |
Property, Plant and Equipment | As of September 30, 2021 and June 30, 2021, property and equipment consisted of the following: September 30, June 30, 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 1,284,278 1,145,297 3,141,029 2,991,605 Less accumulated depreciation and amortization (914,854) (884,541) $ 2,226,175 $ 2,107,064 |
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 Balance Sheet September 30, June 30, Right-of-use assets: Operating leases Right-of-use lease assets $ 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: Three Months Ended Line Item in the Company’s Consolidated Statement of Operations September 30, 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 |
Operating 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 Networks Tao Group Hospitality 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 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. 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. |
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 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 agreements 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 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 agreements 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 |
Comprehensive Text Block List_2
Comprehensive Text Block List (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Text Block [Abstract] | |
Contractual Obligation, Fiscal Year Maturity | The Company’s off-balance sheet commitments as of June 30, 2021 also included a total of $3,646,250 of contract obligations from the MSG Networks segment, as a result of the Merger, (primarily related to media rights agreements) as follows: 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, June 30, Assets: Money market accounts (a) Cash and cash equivalents $ 350,063 $ 586,219 Time deposits (a) Cash and cash equivalents 816,042 775,510 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 |
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 Fair Carrying Fair Liabilities Current and non-current portion of long-term debt under the MSG Networks Term Loan Facility (a) $ 1,035,375 $ 1,030,200 $ 1,047,750 $ 1,042,510 Current and non-current portion of long-term debt under the National Properties Term Loan Facility (a) $ 645,125 $ 662,866 $ 646,750 $ 669,386 Current and non-current portion of long-term debt under the Tao Credit Facilities (a) $ 27,500 $ 27,599 $ 43,750 $ 43,851 _________________ |
Credit Facilities (Tables)
Credit Facilities (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Credit Facilities [Abstract] | |
Schedule of Maturities of Long-term Debt | s of September 30, 2021 were: MSG Networks Senior Secured Credit Facilities National Properties Term Loan Facility Tao Credit Facilities 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 Deferred Financing Costs Net (a) Principal Unamortized Deferred Financing Costs 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 Deferred Financing Costs Net (a) Principal Unamortized Deferred Financing Costs 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. |
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, 2021 September 30, 2020 September 30, 2021 September 30, 2020 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 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [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, 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 Nonperformance Performance 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 Number of Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value 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 Loss (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss) [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 and Cumulative Translation Adjustments Accumulated 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 and Cumulative Translation Adjustments Accumulated 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 Reporting (Tables)
Segment Reporting (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 Networks Tao Group Hospitality Purchase Inter-segment eliminations 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 (18,574) Miscellaneous expense, net (a) (2,547) Loss from operations before income taxes $ (104,891) 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 portion of arena license fees from MSG Sports (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 Networks Tao Group Hospitality Purchase Inter-segment eliminations 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 (5,628) Miscellaneous income, net (a) 34,017 Loss from operations before income taxes $ (31,214) 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 September 30, 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 cost components of net periodic pension and postretirement benefit costs (8) (91) Others, net (79) 450 Total $ (2,547) $ 34,017 |
Schedules of Concentration of Risk, by Risk Factor | 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 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) $ / shares in Units, $ in Thousands | Jul. 09, 2021$ / sharesshares | Sep. 30, 2021segments$ / shares | Sep. 30, 2020USD ($)$ / shares | Jun. 30, 2021$ / shares |
Conversion of Stock [Line Items] | ||||
Number of Reportable Segments | segments | 3 | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Change in Reporting Entity, Earnings per Share | $ 2.63 | |||
Common Class A [Member] | ||||
Conversion of Stock [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | |
Common Class A [Member] | MSG Networks [Member] | ||||
Conversion of Stock [Line Items] | ||||
Business Combination Equity Interest Issued Or Issuable Share Conversion Ratio | shares | 0.172 | |||
Stock Issued During Period, Shares, New Issues | shares | 7,476,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.01 | |||
Common Class B [Member] | ||||
Conversion of Stock [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | |
Common Class B [Member] | MSG Networks [Member] | ||||
Conversion of Stock [Line Items] | ||||
Business Combination Equity Interest Issued Or Issuable Share Conversion Ratio | shares | 0.172 | |||
Stock Issued During Period, Shares, New Issues | shares | 2,337,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.01 | |||
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) |
Accounting Policies (Details)
Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Accounting Policies [Line Items] | ||
Advertising Expense | $ 4,489 | $ 4,685 |
Acquisition (Details)
Acquisition (Details) - USD ($) $ in Thousands | Apr. 27, 2021 | Sep. 30, 2021 | Jun. 30, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 500,181 | $ 502,195 | |
Hakkasan | Change In Ownership | Noncontrolling Interest [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | (7,500) | ||
Hakkasan | Change In Ownership | Goodwill | |||
Business Acquisition [Line Items] | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | (480) | ||
Hakkasan | Change In Ownership | Other Intangible Assets [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | (7,020) | ||
Hakkasan | Other Measurement Period Adjustments | Goodwill | |||
Business Acquisition [Line Items] | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | (1,534) | ||
Hakkasan | Other Measurement Period Adjustments | Accrued Liabilities | |||
Business Acquisition [Line Items] | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | $ 1,534 | ||
Hakkasan | Adjusted After Measuring Period Adjustment | |||
Business Acquisition [Line Items] | |||
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, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | 16,737 | ||
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 | Previously Reported | |||
Business Acquisition [Line Items] | |||
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) | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 16,737 | ||
Hakkasan | Revision of Prior Period, Adjustment | |||
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 | Tao [Member] | |||
Business Acquisition [Line Items] | |||
Equity interest in acquiree, percent | 77.50% | ||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Including Subsequent Acquisition, Percentage | 66.00% | ||
Hakkasan Parent | Hakkasan | Tao [Member] | |||
Business Acquisition [Line Items] | |||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 18.00% | 15.00% |
Revenue Recognition Overview (D
Revenue Recognition Overview (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Revenue Not from Contract with Customer, Other | $ 2,316 | $ 748 | |
Provision for Other Credit Losses | 437 | ||
Financing Receivable, Allowance for Credit Loss, Writeoff | (986) | ||
Accounts Receivable, Allowance for Credit Loss, Current | $ 5,900 | $ 6,449 |
Disaggregation of Revenue (Deta
Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | |||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | $ 292,194 | $ 169,798 | ||
Intersegment Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | (666) | (1,593) | ||
Madison Square Garden Entertainment [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 31,923 | 6,807 | ||
Tao [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 119,464 | 7,221 | ||
MSG Networks [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 141,473 | 157,363 | ||
Ticketing and Venue License Fee Revenues [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | [1] | 16,836 | 730 | |
Ticketing and Venue License Fee Revenues [Member] | Intersegment Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 0 | 0 | ||
Ticketing and Venue License Fee Revenues [Member] | Madison Square Garden Entertainment [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | [1] | 16,836 | 730 | |
Ticketing and Venue License Fee Revenues [Member] | Tao [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 0 | 0 | ||
Ticketing and Venue License Fee Revenues [Member] | MSG Networks [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 0 | 0 | ||
Sponsorship and Signage, Suite and Advertising Commission Revenues [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 10,403 | [2] | 4,432 | |
Sponsorship and Signage, Suite and Advertising Commission Revenues [Member] | Intersegment Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | (410) | (1,427) | ||
Sponsorship and Signage, Suite and Advertising Commission Revenues [Member] | Madison Square Garden Entertainment [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 10,813 | [2] | 5,859 | |
Sponsorship and Signage, Suite and Advertising Commission Revenues [Member] | Tao [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 0 | 0 | ||
Sponsorship and Signage, Suite and Advertising Commission Revenues [Member] | MSG Networks [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 0 | 0 | ||
Revenues from Entertainment Dining and Nightlife Offerings [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | [3] | 119,208 | 7,055 | |
Revenues from Entertainment Dining and Nightlife Offerings [Member] | Intersegment Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | (256) | (166) | ||
Revenues from Entertainment Dining and Nightlife Offerings [Member] | Madison Square Garden Entertainment [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 0 | 0 | ||
Revenues from Entertainment Dining and Nightlife Offerings [Member] | Tao [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | [3] | 119,464 | 7,221 | |
Revenues from Entertainment Dining and Nightlife Offerings [Member] | MSG Networks [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 0 | 0 | ||
Food, Beverage and Merchandise Revenues [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 3,923 | 0 | ||
Food, Beverage and Merchandise Revenues [Member] | Intersegment Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 0 | 0 | ||
Food, Beverage and Merchandise Revenues [Member] | Madison Square Garden Entertainment [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 3,923 | 0 | ||
Food, Beverage and Merchandise Revenues [Member] | Tao [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 0 | 0 | ||
Food, Beverage and Merchandise Revenues [Member] | MSG Networks [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 0 | 0 | ||
Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 351 | 218 | ||
Other [Member] | Intersegment Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 0 | 0 | ||
Other [Member] | Madison Square Garden Entertainment [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 351 | 218 | ||
Other [Member] | Tao [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 0 | 0 | ||
Other [Member] | MSG Networks [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 0 | 0 | ||
Media Networks Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 141,473 | 157,363 | ||
Media Networks Revenue | Intersegment Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 0 | 0 | ||
Media Networks Revenue | Madison Square Garden Entertainment [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 0 | 0 | ||
Media Networks Revenue | Tao [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 0 | 0 | ||
Media Networks Revenue | MSG Networks [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 141,473 | 157,363 | ||
Transferred at Point in Time [Member] | Event-related and entertainment dining and nightlife offerings [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | [4] | 131,089 | 6,387 | |
Transferred at Point in Time [Member] | Event-related and entertainment dining and nightlife offerings [Member] | Intersegment Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | [4] | (181) | 0 | |
Transferred at Point in Time [Member] | Event-related and entertainment dining and nightlife offerings [Member] | Madison Square Garden Entertainment [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | [4] | 22,580 | 727 | |
Transferred at Point in Time [Member] | Event-related and entertainment dining and nightlife offerings [Member] | Tao [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | [4] | 108,690 | 5,660 | |
Transferred at Point in Time [Member] | Event-related and entertainment dining and nightlife offerings [Member] | MSG Networks [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 0 | 0 | ||
Transferred at Point in Time [Member] | Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | [5] | 12,087 | 4,176 | |
Transferred at Point in Time [Member] | Other [Member] | Intersegment Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | [5] | (485) | (1,361) | |
Transferred at Point in Time [Member] | Other [Member] | Madison Square Garden Entertainment [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | [5] | 1,567 | 3,620 | |
Transferred at Point in Time [Member] | Other [Member] | Tao [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | [5] | 10,639 | 1,489 | |
Transferred at Point in Time [Member] | Other [Member] | MSG Networks [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 366 | 428 | ||
Transferred over Time [Member] | Sponsorship, signage and suite licenses [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | [6] | 8,547 | 2,584 | |
Transferred over Time [Member] | Sponsorship, signage and suite licenses [Member] | Intersegment Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | [6] | 0 | (232) | |
Transferred over Time [Member] | Sponsorship, signage and suite licenses [Member] | Madison Square Garden Entertainment [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | [6] | 7,776 | 2,460 | |
Transferred over Time [Member] | Sponsorship, signage and suite licenses [Member] | Madison Square Garden Entertainment [Member] | Intersegment Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 410 | 1,195 | ||
Transferred over Time [Member] | Sponsorship, signage and suite licenses [Member] | Tao [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | [6] | 135 | 72 | |
Transferred over Time [Member] | Sponsorship, signage and suite licenses [Member] | MSG Networks [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 636 | 284 | ||
Transferred over Time [Member] | Media Networks Affiliation and Advertising | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 140,471 | 156,651 | ||
Transferred over Time [Member] | Media Networks Affiliation and Advertising | Madison Square Garden Entertainment [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 0 | 0 | ||
Transferred over Time [Member] | Media Networks Affiliation and Advertising | Tao [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 0 | 0 | ||
Transferred over Time [Member] | Media Networks Affiliation and Advertising | Tao [Member] | Intersegment Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | 0 | 0 | ||
Transferred over Time [Member] | Media Networks Affiliation and Advertising | MSG Networks [Member] | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from Contract with Customer | $ 140,471 | $ 156,651 | ||
[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. (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. | |||
[4] | 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. | |||
[5] | 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 $1,195 for the three months ended September 30, 2021 and 2020, respectively, that are eliminated in consolidation.. | |||
[6] | See Note 4 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K for further details on the pattern of recognition of sponsorship, signage and suite license revenues. (c) See “ — Note 2. Accounting Policies — Summary of Significant Accounting Policies — Revenue Recognition — Media Affiliation Fee and Advertising Revenues for further details on the pattern of recognition of Media affiliation fee and advertising revenues in the MSG Networks segment. |
Contract Balances (Details)
Contract Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | ||
Contract Assets and Liabilities [Line Items] | |||
Contract with Customer, Deferred Revenue, Revenue Recognized | $ 20,408 | ||
Accounts Receivable and Related Party Receivables [Member] | |||
Contract Assets and Liabilities [Line Items] | |||
Contracts with customers, assets, net | [1] | 189,958 | $ 185,112 |
Other Current Assets [Member] | |||
Contract Assets and Liabilities [Line Items] | |||
Contracts with customers, assets, net | [2] | 8,598 | 7,052 |
Deferred Revenue and Other Liabilities [Member] | |||
Contract Assets and Liabilities [Line Items] | |||
Deferred revenue, including non-current portion | [3] | 266,941 | 210,187 |
Other Assets | |||
Contract Assets and Liabilities [Line Items] | |||
Contracts with customers, assets, net | 94 | 87 | |
Affiliated Entities [Member] | Net related party receivables [Member] | |||
Contract Assets and Liabilities [Line Items] | |||
Contracts with customers, assets, net | [1] | $ 11,512 | $ 4,848 |
[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. |
Remaining Performance Obligatio
Remaining Performance Obligation (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 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] | |
Revenue, Remaining Performance Obligation, Amount | $ 125,176 |
Revenue, Remaining Performance Obligation, 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] | |
Revenue, Remaining Performance Obligation, Amount | $ 120,864 |
Revenue, Remaining Performance Obligation, 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] | |
Revenue, Remaining Performance Obligation, Amount | $ 99,307 |
Revenue, Remaining Performance Obligation, 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] | |
Revenue, Remaining Performance Obligation, Amount | $ 70,132 |
Revenue, Remaining Performance Obligation, 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] | |
Revenue, Remaining Performance Obligation, Amount | $ 54,383 |
Revenue, Remaining Performance Obligation, 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] | |
Revenue, Remaining Performance Obligation, Amount | $ 65,865 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||
Net Income (Loss) Attributable to Parent | $ (86,853) | $ (36,087) |
Weighted Average Number of Shares Outstanding, Basic | 34,095 | 34,165 |
Basic and diluted earnings (loss) per common share attributable to the Company | $ (2.55) | $ (1.06) |
Cash, Cash Equivalents and Re_3
Cash, Cash Equivalents 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 and restricted cash on the consolidated statements of cash flows | 1,355,479 | 1,539,976 | 1,207,966 | 1,121,141 | |
Restricted Cash and Cash Equivalents Items [Line Items] | |||||
Restricted cash | [1] | $ 24,029 | $ 22,984 | $ 27,807 | $ 17,749 |
[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 (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | |
Schedule of Investments [Line Items] | |||
Investments | $ 48,140 | $ 49,221 | |
Equity Method Investments [Member] | SACO [Member] | |||
Schedule of Investments [Line Items] | |||
Ownership Percentage | 30.00% | 30.00% | |
Investments | $ 34,873 | $ 36,265 | |
Equity Method Investments [Member] | Other Equity Method Investee [Member] | |||
Schedule of Investments [Line Items] | |||
Investments | 6,390 | 6,204 | |
Equity Securities Investment Without Readily Determinable Fair Value [Member] | Other Investees [Member] | |||
Schedule of 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 Equity Investment with Readily Determinable Fair Value (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | |
Debt and Equity Securities, FV-NI [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] | |||
Debt and Equity Securities, FV-NI [Line Items] | |||
Debt and Equity Securities, Gain (Loss) | $ 1,027 | 610 | |
Townsquare [Member] | Common Stock | |||
Debt and Equity Securities, FV-NI [Line Items] | |||
Investment Owned, Balance, Shares | 3,208 | ||
Townsquare [Member] | Common Stock | Common Class A [Member] | |||
Debt and Equity Securities, FV-NI [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 | |||
Debt and Equity Securities, FV-NI [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] | |||
Debt and Equity Securities, FV-NI [Line Items] | |||
Debt and Equity Securities, Gain (Loss) | $ (3,487) | $ 33,048 | |
Draftkings [Member] | Common Class A [Member] | |||
Debt and Equity Securities, FV-NI [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 | |||
Debt and Equity Securities, FV-NI [Line Items] | |||
Investment Owned, Balance, Shares | 869 |
Property and Equipment (Details
Property 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 | $ 3,141,029 | $ 2,991,605 | |
Less accumulated depreciation and amortization | (914,854) | (884,541) | |
Property and equipment, net | 2,226,175 | 2,107,064 | |
Capital expenditures incurred but not yet paid | 122,469 | $ 78,100 | |
Other Accrued Liabilities, Current | 221,345 | 210,749 | |
Depreciation | 25,120 | $ 24,661 | |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 148,468 | 150,750 | |
Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 998,811 | 996,295 | |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 408,051 | 405,835 | |
Air Transportation Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 38,090 | 38,090 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 38,299 | 40,660 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 225,032 | 214,678 | |
Leasehold Improvements [Member] | Property, Plant and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Impairment of long lived assets held for use | 3,269 | ||
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 1,284,278 | 1,145,297 | |
Property, Plant and Equipment, Other Types [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Other Accrued Liabilities, Current | $ 122,469 | $ 106,990 |
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 | 25.00% |
Ground lease, term | 50 years |
Leases (Assets and Liabilities
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 (Costs incurred in the p
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 Informatio
Leases (Supplemental Information) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Oct. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Lease, Lessee, Supplemental Information [Line Items] | |||
Operating lease, payments | $ 14,159 | $ 14,140 | |
Right-of-use asset obtained in exchange for operating lease liability | $ 167,070 | ||
Weighted average remaining lease term | 11 years 1 month 6 days | ||
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. | ||
Operating Lease, Impairment Loss | $ 4,549 | ||
Subsequent Event [Member] | |||
Lease, Lessee, Supplemental Information [Line Items] | |||
Payments for (Proceeds from) Tenant Allowance | $ 7,500 |
Leases (Remaining liabilities)
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 |
Leases (Lessor Arrangements) (D
Leases (Lessor Arrangements) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
MSG Sports | The Garden [Member] | ||
Lessor, Lease, Description [Line Items] | ||
Operating Lease, Lease Income | $ 1,328 | |
Other Related Parties and Third Parties | ||
Lessor, Lease, Description [Line Items] | ||
Operating Lease, Lease Income | $ 988 | $ 748 |
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 | Apr. 27, 2021 | |
Goodwill [Line Items] | |||
Goodwill | $ 500,181 | $ 502,195 | |
Goodwill, Other Increase (Decrease) | (2,014) | ||
Hakkasan | Noncontrolling Interest [Member] | Change In Ownership | |||
Goodwill [Line Items] | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | (7,500) | ||
Hakkasan | Goodwill | Change In Ownership | |||
Goodwill [Line Items] | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | (480) | ||
Hakkasan | Goodwill | Other Measurement Period Adjustments | |||
Goodwill [Line Items] | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | (1,534) | ||
Hakkasan | Other Intangible Assets [Member] | Change In Ownership | |||
Goodwill [Line Items] | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | (7,020) | ||
Hakkasan | Accrued Liabilities | Other Measurement Period Adjustments | |||
Goodwill [Line Items] | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | 1,534 | ||
Revision of Prior Period, Adjustment | Hakkasan | |||
Goodwill [Line Items] | |||
Goodwill | $ (2,014) | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ (7,020) | ||
Tao [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Impairment Loss | 0 | ||
Goodwill | 1,364 | 3,378 | |
Goodwill, Other Increase (Decrease) | (2,014) | ||
Madison Square Garden Entertainment [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 74,309 | 74,309 | |
Goodwill, Other Increase (Decrease) | 0 | ||
MSG Networks [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 424,508 | $ 424,508 | |
Goodwill, Other Increase (Decrease) | $ 0 |
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 (Excluding Goodwill) | $ 63,801 | $ 63,801 |
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 0 | |
Trademarks [Member] | ||
Indefinite-lived Intangible Assets by Major Class [Line Items] | ||
Indefinite-lived Intangible Assets (Excluding Goodwill) | 61,881 | 61,881 |
Photographic related rights [Member] | ||
Indefinite-lived Intangible Assets by Major Class [Line Items] | ||
Indefinite-lived Intangible Assets (Excluding Goodwill) | $ 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 Intangible 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 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Amortization Expense - Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $ 4,310 | $ 3,749 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
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 |
Contractual Obligation, to be Paid, after Year Five | 2,347,091 |
Contractual Obligation | $ 3,646,250 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Assets Measured on Recurring Basis) (Details) - 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 [Member] | Level I [Member] | Cash and Cash Equivalents | |||
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total assets measured at fair value | [1] | 350,063 | 586,219 |
Time deposits [Member] | Level I [Member] | Cash and Cash Equivalents | |||
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total assets measured at fair value | [1] | 816,042 | 775,510 |
Equity Securities With Readily Determinable Fair Values [Member] | Level I [Member] | Other Assets [Member] | |||
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 | Sep. 28, 2015 | ||
Debt [Member] | National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | |||||||
Liabilities [Abstract] | |||||||
Carrying Value | $ 645,125 | [1] | $ 646,750 | ||||
Fair Value | 662,866 | [1] | 669,386 | ||||
Debt [Member] | TAO 2019 Senior Credit Agreement [Member] | |||||||
Liabilities [Abstract] | |||||||
Carrying Value | [1] | 27,500 | 43,750 | ||||
Fair Value | [1] | 27,599 | 43,851 | ||||
Debt [Member] | MSG Networks Term Loan Facility | |||||||
Liabilities [Abstract] | |||||||
Carrying Value | [1] | 1,035,375 | 1,047,750 | ||||
Fair Value | [1] | $ 1,030,200 | $ 1,042,510 | ||||
Secured Debt [Member] | Tao [Member] | |||||||
Liabilities [Abstract] | |||||||
Face amount | $ 40,000 | ||||||
Secured Debt [Member] | MSG Networks [Member] | |||||||
Liabilities [Abstract] | |||||||
Face amount | $ 1,100,000 | $ 1,550,000 | |||||
Revolving Credit Facility [Member] | Tao [Member] | |||||||
Liabilities [Abstract] | |||||||
Face amount | $ 25,000 | ||||||
Revolving Credit Facility [Member] | MSG Networks [Member] | |||||||
Liabilities [Abstract] | |||||||
Face amount | $ 250,000 | $ 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 | Jun. 30, 2021 | Aug. 06, 2020 | Oct. 11, 2019 | May 23, 2019 | Sep. 28, 2015 | ||
TAO 2019 Senior Credit Agreement [Member] | Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Carrying Value | [1] | $ 27,500 | $ 43,750 | ||||
Long-term Debt, Outstanding | $ 27,500 | ||||||
TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | Measurement Input, Leverage Ratio [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Measurement Input | 4 | ||||||
MSG Networks Credit Facilities | Measurement Input, Leverage Ratio [Member] | Incremental adjustment | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Measurement Input | 6 | ||||||
MSG Networks Credit Facilities | Maximum [Member] | Measurement Input, Leverage Ratio [Member] | |||||||
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] | |||||||
Carrying Value | [1] | $ 1,035,375 | $ 1,047,750 | ||||
Long-term Debt, Outstanding | $ 1,035,375 | ||||||
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 | Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, term | 5 years | ||||||
Letters of credit outstanding, amount | $ 0 | ||||||
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] | Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Letters of credit outstanding, amount | $ 35,000 | ||||||
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 | Base Rate [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||||
MSG Networks [Member] | MSG Networks Credit Facilities | Base Rate [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | ||||||
MSG Networks [Member] | MSG Networks Credit Facilities | Eurocurrency Rate [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||||
MSG Networks [Member] | MSG Networks Credit Facilities | Eurocurrency Rate [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||||||
Tao [Member] | TAO 2019 Senior Credit Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Commitment fee percentage | 0.50% | ||||||
Long-term debt, percentage bearing variable interest rate, percentage rate | 2.59% | ||||||
Tao [Member] | TAO 2019 Senior Credit Agreement [Member] | Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $ 25,000 | $ 25,000 | |||||
Long-term debt, term | 5 years | ||||||
Letters of credit outstanding, amount | $ 750 | ||||||
Tao [Member] | TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Letters of credit outstanding, amount | $ 5,000 | ||||||
Tao [Member] | TAO 2019 Senior Credit Agreement [Member] | Base Rate [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||||||
Tao [Member] | TAO 2019 Senior Credit Agreement [Member] | Base Rate [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||||||
Tao [Member] | TAO 2019 Senior Credit Agreement [Member] | Eurocurrency Rate [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | ||||||
Tao [Member] | TAO 2019 Senior Credit Agreement [Member] | Eurocurrency Rate [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||||||
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% | ||||||
Secured Debt [Member] | Tao [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | 40,000 | ||||||
Revolving Credit Facility [Member] | MSG Networks [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $ 250,000 | $ 250,000 | |||||
Long-term Debt, Outstanding | $ 0 | ||||||
Revolving Credit Facility [Member] | Tao [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $ 25,000 | ||||||
[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 - National Pr
Credit Facilities - National Properties Narrative (Details) $ in Thousands | 3 Months Ended | ||||||
Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Nov. 12, 2020USD ($) | Aug. 06, 2020USD ($) | May 23, 2019USD ($) | |||
Loans Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Outstanding | $ 1,708,000 | ||||||
MSG National Properties LLC [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Carrying Value | $ 645,125 | [1] | $ 646,750 | ||||
Long-term Debt, Outstanding | $ 645,125 | ||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | MSG National Properties LLC [Member] | |||||||
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. | ||||||
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. | ||||||
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 plus the 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 [Member] | Loans Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $ 650,000 | ||||||
Liquidity Requirement | 450,000 | ||||||
Liquidity Requirement, After first year | 200,000 | ||||||
Long-term Debt, Outstanding | $ 645,125 | ||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | MSG National Properties LLC [Member] | 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 [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 6.25% | ||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | MSG National Properties LLC [Member] | Minimum [Member] | Measurement Input, Leverage Ratio [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Measurement Input | 5 | ||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | MSG National Properties LLC [Member] | Minimum [Member] | Loans Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Liquidity Requirement | $ 200,000 | ||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | MSG National Properties LLC [Member] | Minimum [Member] | Loans Payable [Member] | Scenario, Adjustment [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Liquidity Requirement | $ 50,000 | ||||||
TAO 2019 Senior Credit Agreement [Member] | Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Carrying Value | [1] | 27,500 | $ 43,750 | ||||
Long-term Debt, Outstanding | $ 27,500 | ||||||
TAO 2019 Senior Credit Agreement [Member] | Tao [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, percentage bearing variable interest rate, percentage rate | 2.59% | ||||||
Liquidity Requirement | $ 75,000 | ||||||
Subjective acceleration clause | 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. | ||||||
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. | ||||||
Covenant compliance | TAOG, TAOIH and the restricted subsidiaries were in compliance with the covenants of the Tao Senior Credit Agreement. | ||||||
Payment 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. | ||||||
TAO 2019 Senior Credit Agreement [Member] | Tao [Member] | Loans Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $ 40,000 | ||||||
Long-term Debt, Outstanding | $ 27,500 | $ 33,750 | |||||
TAO 2019 Senior Credit Agreement [Member] | Tao [Member] | Minimum [Member] | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||||||
[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 - TAO Narrati
Credit Facilities - TAO Narrative (Details) $ in Thousands | 3 Months Ended | ||||||||
Sep. 30, 2021USD ($) | Jun. 30, 2023 | Jun. 30, 2021USD ($) | Nov. 12, 2020USD ($) | Aug. 06, 2020USD ($) | Jun. 15, 2020USD ($) | May 23, 2019USD ($) | |||
TAO 2019 Senior Credit Agreement [Member] | Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Debt, Outstanding | $ 27,500 | ||||||||
Carrying Value | [1] | 27,500 | $ 43,750 | ||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Debt, Outstanding | 645,125 | ||||||||
Carrying Value | 645,125 | [1] | $ 646,750 | ||||||
Loans Payable [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term Debt, Outstanding | 1,708,000 | ||||||||
Madison Square Garden Entertainment [Member] | Consolidation, Eliminations [Member] | Tao [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Loans payable | $ 63,000 | $ 49,000 | |||||||
Debt Instrument Additional Borrowing Capacity | $ 22,000 | ||||||||
Tao [Member] | TAO 2019 Senior Credit Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Commitment fee percentage | 0.50% | ||||||||
Long-term debt, percentage bearing variable interest rate, percentage rate | 2.59% | ||||||||
Guarantee And Reserve Account Agreement Initial Deposit | $ 3,200 | $ 9,800 | |||||||
Liquidity Requirement | 75,000 | ||||||||
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. | ||||||||
Payment 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. | ||||||||
Subjective acceleration clause | 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. | ||||||||
Covenant compliance | TAOG, TAOIH and the restricted subsidiaries were in compliance with the covenants of the Tao Senior Credit Agreement. | ||||||||
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. | ||||||||
Tao [Member] | Loans Payable [Member] | TAO 2019 Senior Credit Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | $ 40,000 | ||||||||
Long-term debt, term | 5 years | ||||||||
Long-term Debt, Outstanding | $ 27,500 | 33,750 | |||||||
MSG National Properties LLC [Member] | National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt, percentage bearing variable interest rate, percentage rate | 7.00% | ||||||||
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 plus the 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. | ||||||||
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. | ||||||||
MSG National Properties LLC [Member] | Loans Payable [Member] | National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | $ 650,000 | ||||||||
Long-term Debt, Outstanding | $ 645,125 | ||||||||
Liquidity Requirement | 450,000 | ||||||||
MSG National Properties LLC [Member] | Loans Payable [Member] | National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Liquidity Requirement | $ 200,000 | ||||||||
Revolving Credit Facility [Member] | Tao [Member] | TAO 2019 Senior Credit Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Face amount | $ 25,000 | $ 25,000 | |||||||
Long-term debt, term | 5 years | ||||||||
Letters of credit outstanding, amount | 750 | ||||||||
Revolving credit facility outstanding amount | 0 | ||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 24,250 | ||||||||
Revolving Credit Facility [Member] | Tao [Member] | TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Letters of credit outstanding, amount | $ 5,000 | ||||||||
Measurement Input, Leverage Ratio [Member] | TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Measurement Input | 4 | ||||||||
Measurement Input, Leverage Ratio [Member] | MSG National Properties LLC [Member] | National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Measurement Input | 5 | ||||||||
Measurement Input, Senior Leverage Ratio [Member] | TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Measurement Input | 3 | ||||||||
Measurement Input, Fixed Charge Coverage Ratio [Member] | TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Measurement Input | 1.25 | ||||||||
Forecast [Member] | Measurement Input, Leverage Ratio [Member] | TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Measurement Input | 3.50 | ||||||||
Forecast [Member] | Measurement Input, Senior Leverage Ratio [Member] | TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Measurement Input | 2.50 | ||||||||
Base Rate [Member] | Tao [Member] | TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||||||||
Base Rate [Member] | Tao [Member] | TAO 2019 Senior Credit Agreement [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||||||||
Base Rate [Member] | MSG National Properties LLC [Member] | National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 5.25% | ||||||||
Eurocurrency Rate [Member] | Tao [Member] | TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | ||||||||
Eurocurrency Rate [Member] | Tao [Member] | TAO 2019 Senior Credit Agreement [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||||||||
[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 $650,000 term loan facility. The Company’s long-term debt is classified within Level II of the fair value hierarchy as it is valued using quoted indices of similar securities for which the inputs are readily observable. See Note 13 for more information and outstanding balances on this long-term debt. |
Credit Facilities - Future Matu
Credit Facilities - Future Maturities (Details) - Loans Payable [Member] - USD ($) $ in Thousands | Sep. 30, 2021 | Aug. 06, 2020 |
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 [Member] | ||
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 | $ 33,750 |
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 Outstan
Credit Facilities (Debt Outstanding and Deferred Financing Costs) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Aug. 06, 2020 | |
Secured Debt [Member] | Current portion of long-term debt net of deferred financing costs | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | $ 63,500 | $ 62,250 | ||
Debt Issuance Costs, Net | 8,272 | 8,277 | ||
Debt Outstanding net of unamortized debt issuance cost and unamortized original issue discount | [1] | 55,228 | 53,973 | |
Secured Debt [Member] | Long-term debt net of deferred financing costs | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 1,644,500 | 1,676,000 | ||
Debt Issuance Costs, Net | 23,944 | 26,009 | ||
Debt Outstanding net of unamortized debt issuance cost and unamortized original issue discount | [1] | 1,620,556 | 1,649,991 | |
Secured Debt [Member] | Tao [Member] | Current portion of long-term debt net of deferred financing costs | ||||
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 | ||
Secured Debt [Member] | Tao [Member] | Long-term debt net of deferred financing costs | ||||
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 | ||
Secured Debt [Member] | MSG National Properties LLC [Member] | Current portion of long-term debt net of deferred financing costs | ||||
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) | ||
Secured Debt [Member] | MSG National Properties LLC [Member] | Long-term debt net of deferred financing costs | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 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 | ||
Secured Debt [Member] | MSG Networks [Member] | Current portion of long-term debt net of deferred financing costs | ||||
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 | ||
Secured Debt [Member] | MSG Networks [Member] | Long-term debt net of deferred financing costs | ||||
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 | ||
Loans Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 1,708,000 | |||
Revolving Credit Facility [Member] | Tao [Member] | Long-term debt net of deferred financing costs | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 0 | 15,000 | ||
Debt Issuance Costs, Net | 0 | 0 | ||
Debt Outstanding net of unamortized debt issuance cost and unamortized original issue discount | 0 | 15,000 | ||
Revolving Credit Facility [Member] | MSG Networks [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 0 | |||
BCE [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes Payable, Related Parties | 637 | $ 637 | ||
TAO 2019 Senior Credit Agreement [Member] | Loans Payable [Member] | Tao [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 27,500 | $ 33,750 | ||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Loans Payable [Member] | MSG National Properties LLC [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | $ 645,125 | |||
[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 $637 related to a note with respect to a loan received by BCE from its noncontrolling interest holder. |
Credit Facilities (Details) - S
Credit Facilities (Details) - Supplemental Cash Flows - USD ($) $ 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 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Periodic Payment, Interest | 11,585 | |
Repayments of debt | 1,625 | |
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 |
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 |
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, Net Periodic Benefit Cost (Credit) [Abstract] | ||
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, Net Periodic Benefit Cost (Credit) [Abstract] | ||
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 Payment Arrangement [Abstract] | |||
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) [Member] | 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 Units, 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] | ||
Vested in period, fair value | $ 32,213 | |
Shares withheld for tax withholding obligation | 189 | |
Payment, tax withholding, share-based payment arrangement | $ 15,189 | |
Granted | $ 79.07 | |
Restricted Stock Units (RSUs) [Member] | Madison Square Garden Sports [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares withheld for tax withholding obligation | 6 | |
Payment, tax withholding, share-based payment arrangement | $ 477 |
Share-based Compensation, Stock
Share-based Compensation, Stock Options Activity (Details) $ / shares in Units, shares in Thousands, $ 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, 2021 | $ / 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 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Options, Period Other Increase (Decrease) | 315 |
Balance as of September 30, 2021 | 724 |
Exercisable as of September 30, 2021 | 597 |
Performance Vesting [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Balance as of June 30, 2021 | 315 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Options, Period Other Increase (Decrease) | (315) |
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, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax [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] | |||
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 | 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 | $ (20,615) | $ 9,392 |
Federal statutory income tax rate, percent | 21.00% | 21.00% |
Change in deferred tax assets valuation allowance, amount of expense (benefit) | $ (7,586) | |
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) | (9,131) | (1,771) |
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% | |||
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 | |||
Madison Square Garden Sports [Member] | |||||
Related Party Transaction [Line Items] | |||||
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 |
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, net | 2,122 | 133 |
Madison Square Garden Sports [Member] | ||
Related Party Transaction [Line Items] | ||
Corporate general and administrative, net | (9,216) | (10,180) |
Revenue-Sharing Expense | Madison Square Garden Sports [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Costs | 854 | 81 |
Direct Operating Expense Reimbursement Under Arena License Arrangement | Madison Square Garden Sports [Member] | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amount | (340) | (890) |
Media Rights Fees | Madison Square Garden Sports [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Costs | 40,445 | 39,541 |
Origination, Master Control And Technical Services | AMC Networks | ||
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 |
Madison Square Garden Sports [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Services Agreement | 9,216 | 10,179 |
Madison Square Garden Sports [Member] | Direct Operating Expense Reimbursement Under Arena License Arrangement | ||
Related Party Transaction [Line Items] | ||
Related party transaction, amount | (340) | (890) |
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 | ||
Related Party Transaction [Line Items] | ||
Revenues from related parties | 124 | |
Other Related Parties [Member] | ||
Related Party Transaction [Line Items] | ||
Sublease Income | 611 | 619 |
Knicks and Rangers | The Garden [Member] | ||
Related Party Transaction [Line Items] | ||
Operating Lease, Lease Income | $ 1,328 | $ 0 |
Segment Reporting (Introduction
Segment Reporting (Introduction Narrative) (Details) | 3 Months Ended |
Sep. 30, 2021segments | |
Segment Reporting [Abstract] | |
Number of Reportable 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) | |
Investment Income, Interest | 775 | 772 | |
Interest Expense | 18,574 | 5,628 | |
Miscellaneous income (expense), net | (2,547) | 34,017 | |
Loss from operations before income taxes | (104,891) | (31,214) | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||
Operating Income (Loss) | (83,338) | (58,679) | |
Non-cash portion of arena license fees from MSG Sports | 543 | ||
Share-based Payment Arrangement, Noncash Expense | 19,528 | 16,156 | |
Depreciation and amortization | 29,430 | 28,410 | |
Amortization for capitalized cloud computing arrangement costs | 85 | ||
Merger and acquisition related costs | 37,192 | ||
Impairment of long-lived assets | 7,818 | 0 | |
Restructuring charges | 0 | 19,927 | |
Amortization of Purchase Price Accounting Adjustments | 85 | 924 | |
Adjusted Operating Income (Loss) | 10,257 | 6,738 | |
Other information [Abstract] | |||
Payments to Acquire Property, Plant, and Equipment | 137,271 | 113,799 | |
Operating Segments | Madison Square Garden Entertainment [Member] | |||
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 Profit (Loss) from Segments to Consolidated [Abstract] | |||
Operating Income (Loss) | (114,681) | (110,651) | |
Non-cash portion of arena license fees from MSG Sports | 543 | ||
Share-based Payment Arrangement, Noncash Expense | 10,143 | 10,433 | |
Depreciation and amortization | 19,656 | 22,014 | |
Amortization for capitalized cloud computing arrangement costs | 41 | ||
Merger and acquisition related costs | 13,992 | ||
Impairment of long-lived assets | 0 | ||
Restructuring charges | 19,927 | ||
Amortization of Purchase Price Accounting Adjustments | 0 | 0 | |
Adjusted Operating Income (Loss) | (71,392) | (58,277) | |
Other information [Abstract] | |||
Payments to Acquire Property, Plant, and Equipment | 133,538 | 111,399 | |
Operating Segments | Tao [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 Profit (Loss) from Segments to Consolidated [Abstract] | |||
Operating Income (Loss) | 10,081 | (11,256) | |
Non-cash portion of arena license fees from MSG Sports | 0 | ||
Share-based Payment Arrangement, Noncash Expense | 1,911 | 1,096 | |
Depreciation and amortization | 6,378 | 1,046 | |
Amortization for capitalized cloud computing arrangement costs | 0 | ||
Merger and acquisition related costs | 0 | ||
Impairment of long-lived assets | 7,818 | ||
Restructuring charges | 0 | ||
Amortization of Purchase Price Accounting Adjustments | 0 | 0 | |
Adjusted Operating Income (Loss) | 26,188 | (9,114) | |
Other information [Abstract] | |||
Payments to Acquire Property, Plant, and Equipment | 2,284 | 659 | |
Operating Segments | MSG Networks [Member] | |||
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 | |
Restructuring charges | 0 | ||
Operating Income (Loss) | 23,278 | 67,936 | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||
Operating Income (Loss) | 23,278 | 67,936 | |
Non-cash portion of arena license fees from MSG Sports | 0 | ||
Share-based Payment Arrangement, Noncash Expense | 7,474 | 4,627 | |
Depreciation and amortization | 1,797 | 1,828 | |
Amortization for capitalized cloud computing arrangement costs | 44 | ||
Merger and acquisition related costs | 23,200 | ||
Restructuring charges | 0 | ||
Amortization of Purchase Price Accounting Adjustments | 0 | 0 | |
Adjusted Operating Income (Loss) | 55,793 | 74,391 | |
Other information [Abstract] | |||
Payments to Acquire Property, Plant, and Equipment | 1,449 | 1,741 | |
Segment Reconciling Items [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 | |
Restructuring charges | 0 | ||
Operating Income (Loss) | (1,684) | (4,446) | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||
Operating Income (Loss) | (1,684) | (4,446) | |
Non-cash portion of arena license fees from MSG Sports | 0 | ||
Share-based Payment Arrangement, Noncash Expense | 0 | 0 | |
Depreciation and amortization | 1,599 | 3,522 | |
Amortization for capitalized cloud computing arrangement costs | 0 | ||
Merger and acquisition related costs | 0 | ||
Restructuring charges | 0 | ||
Amortization of Purchase Price Accounting Adjustments | 85 | 924 | |
Adjusted Operating Income (Loss) | 0 | 0 | |
Other information [Abstract] | |||
Payments to Acquire Property, Plant, and Equipment | 0 | 0 | |
Intersegment 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 | |
Restructuring charges | 0 | ||
Operating Income (Loss) | (332) | (262) | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||
Operating Income (Loss) | (332) | (262) | |
Non-cash portion of arena license fees from MSG Sports | 0 | ||
Share-based Payment Arrangement, Noncash Expense | 0 | 0 | |
Depreciation and amortization | 0 | 0 | |
Amortization for capitalized cloud computing arrangement costs | 0 | ||
Merger and acquisition related costs | 0 | ||
Restructuring charges | 0 | ||
Amortization of Purchase Price Accounting Adjustments | 0 | 0 | |
Adjusted Operating Income (Loss) | (332) | (262) | |
Other information [Abstract] | |||
Payments to Acquire Property, Plant, and Equipment | $ 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] | ||
Debt and Equity Securities, Gain (Loss) | $ (2,460) | $ 33,658 |
Non-Service Cost, Periodic Pension and Postretirement benefit costs | (8) | (91) |
Other Nonoperating Income | (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 |
Revenue Benchmark | Customer Concentration Risk | Customer 1 | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk, Percentage | 15.00% | 26.00% | ||
Revenue Benchmark | Customer Concentration Risk | Customer 2 | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk, Percentage | 13.00% | 24.00% | ||
Revenue Benchmark | Customer Concentration Risk | Customer 3 | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk, Percentage | 10.00% | 19.00% | ||
Accounts Receivable | Customer Concentration Risk | Customer A | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk, Percentage | 16.00% | 16.00% | ||
Accounts Receivable | Customer Concentration Risk | Customer B | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk, Percentage | 16.00% | 15.00% | ||
Accounts Receivable | Customer Concentration Risk | Customer C | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk, Percentage | 13.00% | 17.00% | ||
Prepaid Expenses Benchmark | Supplier Concentration Risk | New Jersey Devils | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk, Amount | $ 700 | $ 1,400 | $ 700 | |
Other Current Assets Benchmark | Supplier Concentration Risk | New Jersey Devils | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk, Amount | 3,700 | 3,700 | 3,700 | |
Other Assets Benchmark | Supplier Concentration Risk | New Jersey Devils | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk, Amount | 30,400 | 31,100 | 30,400 | |
Assets, Total | Supplier Concentration Risk | New Jersey Devils | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk, Amount | $ 34,800 | $ 36,200 | $ 34,800 |