Cover
Cover - shares | 9 Months Ended | |
Mar. 31, 2022 | Apr. 29, 2022 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
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 | Q3 | |
Amendment Flag | false | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 27,346,267 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 6,866,754 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Jun. 30, 2021 | |
Current Assets: | |||
Cash and cash equivalents | $ 999,063 | $ 1,516,992 | |
Restricted cash | [1] | 21,690 | 22,984 |
Accounts receivable, net | 250,853 | 184,613 | |
Net related party receivables | 58,835 | 31,916 | |
Prepaid income taxes | 3,705 | 12,772 | |
Prepaid expenses | 77,257 | 67,445 | |
Other current assets | 46,771 | 36,014 | |
Total current assets | 1,458,174 | 1,872,736 | |
Investments in nonconsolidated affiliates | 44,697 | 49,221 | |
Property and equipment, net | 2,707,193 | 2,156,292 | |
Right-of-use lease assets | 462,479 | 280,579 | |
Amortizable intangible assets, net | 177,069 | 198,274 | |
Indefinite-lived intangible assets | 63,801 | 63,801 | |
Goodwill | 500,181 | 502,195 | |
Other assets | 166,825 | 166,781 | |
Total assets | 5,580,419 | 5,289,879 | |
Current Liabilities: | |||
Accounts payable | 40,380 | 26,644 | |
Net related party payables, current | 76,075 | 23,173 | |
Current portion of long-term debt, net of deferred financing costs | 65,989 | 53,973 | |
Income taxes payable | 0 | 2,527 | |
Accrued liabilities: | |||
Employee related costs | 95,185 | 91,853 | |
Other accrued liabilities | 310,030 | 210,749 | |
Operating lease liabilities, current | 67,012 | 73,423 | |
Collections due to promoters | 46,744 | 37,877 | |
Deferred revenue | 263,494 | 209,651 | |
Total current liabilities | 964,909 | 729,870 | |
Long-term debt, net of deferred financing costs | 1,584,072 | 1,650,628 | |
Operating lease liabilities, noncurrent | 440,319 | 233,556 | |
Defined benefit and other postretirement obligations | 51,424 | 54,179 | |
Other employee related costs | 18,059 | 21,193 | |
Collections due to promoters, noncurrent | 0 | 6,625 | |
Deferred tax liabilities, net | 185,481 | 200,325 | |
Other liabilities | 76,755 | 75,263 | |
Total liabilities | 3,321,019 | 2,971,639 | |
Commitments and contingencies (see Note 12) | |||
Redeemable noncontrolling interests | 137,778 | 137,834 | |
Madison Square Garden Entertainment Corp. Stockholders’ Equity: | |||
Preferred stock | 0 | 0 | |
Additional paid-in capital | 2,334,271 | 2,294,775 | |
Accumulated deficit | (190,793) | (96,341) | |
Accumulated other comprehensive loss | (37,010) | (30,272) | |
Total Madison Square Garden Entertainment Corp. stockholders’ equity | 2,106,810 | 2,168,502 | |
Nonredeemable noncontrolling interests | 14,812 | 11,904 | |
Total equity | 2,121,622 | 2,180,406 | |
Total liabilities, redeemable noncontrolling interests and equity | 5,580,419 | 5,289,879 | |
Common Class A [Member] | |||
Madison Square Garden Entertainment Corp. Stockholders’ Equity: | |||
Common stock | 273 | 271 | |
Common Class B [Member] | |||
Madison Square Garden Entertainment Corp. Stockholders’ Equity: | |||
Common stock | $ 69 | $ 69 | |
[1] | See Note 2 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K, for more information regarding the nature of restricted cash. |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares shares in Thousands | Mar. 31, 2022 | Jun. 30, 2021 |
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 |
Common Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 120,000 | 120,000 |
Common Stock, Shares, Outstanding | 27,341 | 27,093 |
Common Class B [Member] | ||
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 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | ||
Income Statement [Abstract] | |||||
Revenues | [1] | $ 460,127 | $ 214,318 | $ 1,271,076 | $ 553,616 |
Operating expenses: | |||||
Direct operating expenses | [2] | 262,476 | 110,022 | 724,495 | 301,750 |
Selling, general and administrative expenses | [3] | 157,598 | 103,425 | 494,714 | 281,100 |
Depreciation and amortization | 28,639 | 39,611 | 88,602 | 93,698 | |
Impairment and other (gains) losses, net | (5,319) | 0 | (5,480) | 0 | |
Restructuring charges | 14,690 | 0 | 14,690 | 21,299 | |
Operating income (loss) | 2,043 | (38,740) | (45,945) | (144,231) | |
Other income (expense): | |||||
Loss in equity method investments | (1,528) | (2,314) | (4,509) | (5,578) | |
Interest income | 774 | 792 | 2,322 | 2,401 | |
Interest expense | (5,831) | (6,503) | (23,246) | (17,038) | |
Miscellaneous income (expense), net | (8,449) | 27,483 | (28,096) | 53,932 | |
Nonoperating income | (15,034) | 19,458 | (53,529) | 33,717 | |
Loss from operations before income taxes | (12,991) | (19,282) | (99,474) | (110,514) | |
Income tax benefit (expense) | (6,315) | (6,556) | 8,532 | (15,715) | |
Net loss | (19,306) | (25,838) | (90,942) | (126,229) | |
Less: Net income (loss) attributable to redeemable noncontrolling interests | (442) | (6,860) | 4,412 | (14,091) | |
Less: Net loss attributable to nonredeemable noncontrolling interests | (1,373) | (718) | (902) | (2,250) | |
Net loss attributable to Madison Square Garden Entertainment Corp.’s stockholders | $ (17,491) | $ (18,260) | $ (94,452) | $ (109,888) | |
Basic earnings (loss) per common share attributable to Madison Square Garden Entertainment Corp.’s stockholders | $ (0.51) | $ (0.79) | $ (2.76) | $ (3.48) | |
Weighted-average number of common shares outstanding: | |||||
Basic | [4] | 34,320 | 34,060 | 34,230 | 34,083 |
Diluted | 34,320 | 34,060 | 34,230 | 34,083 | |
[1] | Includes revenues from related parties of $35,259 and $16,291 for the three months ended March 31, 2022 and 2021, respectively, and $70,148 and $23,752 for the nine months ended March 31, 2022 and 2021, respectively. | ||||
[2] | Includes net charges from related parties of $37,198 and $36,222 for the three months ended March 31, 2022 and 2021, respectively, and $117,186 and $111,409 for the nine months ended March 31, 2022 and 2021, respectively. | ||||
[3] | Includes net charges to related parties of $(9,635) and $(7,638) for the three months ended March 31, 2022 and 2021, respectively, and $(27,048) and $(28,626) for the nine months ended March 31, 2022 and 2021, respectively. | ||||
[4] | All restricted stock units and stock options were excluded from the above table because the Company reported a net loss for the periods presented and, therefore, their impact on reported loss per share would have been antidilutive. See Note 16 for further detail. |
Consolidated Statements Of Op_2
Consolidated Statements Of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||||
Revenues from related parties | $ 35,259 | $ 16,291 | $ 70,148 | $ 23,752 |
Direct operating expenses from (to) related parties | 37,198 | 36,222 | 117,186 | 111,409 |
Selling, general and administrative expenses from (to) related parties | $ (9,635) | $ (7,638) | $ (27,048) | $ (28,626) |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (19,306) | $ (25,838) | $ (90,942) | $ (126,229) |
Other comprehensive income (loss), before income taxes: | ||||
Amortization of prior service credit included in net periodic benefit cost | 510 | 416 | 1,530 | 1,310 |
Cumulative translation adjustments | (5,912) | 1,499 | (9,844) | 27,333 |
Other comprehensive income (loss), before income taxes | (5,402) | 1,915 | (8,314) | 28,643 |
Income tax benefit (expense) related to items of other comprehensive income (loss) | 1,024 | (350) | 1,576 | (5,334) |
Other comprehensive income (loss), net of income taxes | (4,378) | 1,565 | (6,738) | 23,309 |
Comprehensive loss | (23,684) | (24,273) | (97,680) | (102,920) |
Less: Net income (loss) attributable to redeemable noncontrolling interests | (442) | (6,860) | 4,412 | (14,091) |
Less: Net loss attributable to nonredeemable noncontrolling interests | (1,373) | (718) | (902) | (2,250) |
Comprehensive loss attributable to Madison Square Garden Entertainment Corp.’s stockholders | $ (21,869) | $ (16,695) | $ (101,190) | $ (86,579) |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (90,942) | $ (126,229) |
Adjustment to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 88,602 | 93,698 |
Impairment and other (gains) losses, net | (5,480) | 0 |
Amortization of deferred financing costs | 6,548 | 4,078 |
Benefit from deferred income taxes | (11,872) | (37,630) |
Share-based compensation expense | 62,321 | 57,421 |
Loss in equity method investments | 4,509 | 5,578 |
Net unrealized loss (gains) on equity investments with readily determinable fair value | 28,303 | (52,662) |
Provision for credit losses | 1,170 | 31 |
Other non-cash adjustments | (91) | 271 |
Change in assets and liabilities: | ||
Accounts receivable | (64,496) | (32,588) |
Receivables from related parties, net of payables | 25,983 | (6,939) |
Prepaid expenses and other assets | (48,773) | (20,215) |
Accounts payable | 14,926 | (7,207) |
Prepaid/payable for income taxes | 5,783 | 1,436 |
Accrued and other liabilities | 8,977 | (16,419) |
Collections due to promoters, including noncurrent portion | 2,242 | (6,452) |
Deferred revenue | 54,195 | 21,487 |
Operating lease right-of-use assets and lease liabilities | 24,296 | 8,225 |
Net cash provided by (used in) operating activities | 106,201 | (114,116) |
Cash flows from investing activities: | ||
Capital expenditures, net | (516,494) | (324,597) |
Capitalized interest | (32,202) | (21,223) |
Proceeds from maturity of short-term investments | 0 | 339,110 |
Proceeds from sale of equity securities | 0 | 22,079 |
Cash received for notes receivable | 0 | 6,328 |
Other investing activities | 770 | 137 |
Net cash (used in) provided by investing activities | (547,926) | 21,834 |
Cash flows from financing activities: | ||
Proceeds from issuance of term loan, net of issuance discount | 0 | 630,500 |
Proceeds from revolving credit facility | 0 | 14,500 |
Taxes paid in lieu of shares issued for equity-based compensation | (15,652) | (8,208) |
Noncontrolling interest holders’ capital contributions | 5,400 | 700 |
Distributions to noncontrolling interest holders | (3,367) | 0 |
Distributions to related parties associated with the settlement of certain share-based awards | (2,256) | (1,771) |
Payments of Distributions to Affiliates | (895) | 0 |
Repayments of revolving credit facility | (15,000) | 0 |
Principal repayments on long-term debt | (45,750) | (31,500) |
Payments for financing costs | 0 | (14,623) |
Net cash (used in) provided by financing activities | (77,520) | 589,598 |
Effect of exchange rates on cash, cash equivalents and restricted cash | 22 | 7,918 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (519,223) | 505,234 |
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 | 1,020,753 | 1,626,375 |
Non-cash investing and financing activities: | ||
Investments and loans to nonconsolidated affiliates | 731 | 0 |
Capital expenditures incurred but not yet paid | 192,360 | 67,954 |
Share-based compensation capitalized in property and equipment | $ 2,264 | $ 4,541 |
Consolidated Statements Of Stoc
Consolidated Statements Of Stockholders' 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 | $ 2,299,504 | $ 563 | $ 338 | $ 2,285,709 | $ 51,727 | $ 563 | $ (50,473) | $ 2,287,301 | $ 563 | $ 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 | (112,138) | (109,888) | (109,888) | (2,250) | ||||||||||
Other comprehensive income (loss) | 23,309 | 23,309 | 23,309 | |||||||||||
Comprehensive income (loss) including portion attributable to nonredeemable noncontrolling interests | (88,829) | (86,579) | (2,250) | |||||||||||
Share-based compensation | 60,201 | 60,201 | 60,201 | |||||||||||
Tax withholding associated with shares issued for equity-based compensation | (8,208) | 2 | (8,210) | (8,208) | ||||||||||
Contributions from noncontrolling interest holders | 700 | 700 | ||||||||||||
Distributions to noncontrolling interest holders | (1,273) | (1,273) | (1,273) | |||||||||||
Balance at the end of the period at Mar. 31, 2021 | 2,253,450 | 340 | 2,327,699 | (58,078) | (27,164) | 2,242,797 | 10,653 | |||||||
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 | (14,091) | (14,091) | ||||||||||||
Comprehensive income (loss) attributable to redeemable noncontrolling interests | (14,091) | (14,091) | ||||||||||||
Noncontrolling Interest Increase From Business Combination Redeemable Noncontrolling Interests | 1,761 | |||||||||||||
Net transfers from (to) Madison Square Garden Sports Corp. and its subsidiaries | 0 | |||||||||||||
Distributions to noncontrolling interest holders attributable to redeemable noncontrolling interests | (498) | |||||||||||||
Balance at the end of the period at Mar. 31, 2021 | 16,500 | |||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | ||||||||||||||
Redeemable noncontrolling interest adjustment to redemption fair value | 8,728 | 8,728 | 8,728 | |||||||||||
Balance at the beginning of the period at Dec. 31, 2020 | 2,269,888 | $ (1,747) | 340 | 2,325,177 | (38,071) | $ (1,747) | (28,729) | 2,258,717 | $ (1,747) | 11,171 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income | (18,978) | (18,260) | (18,260) | (718) | ||||||||||
Other comprehensive income (loss) | 1,565 | 1,565 | 1,565 | |||||||||||
Comprehensive income (loss) including portion attributable to nonredeemable noncontrolling interests | (17,413) | (16,695) | (718) | |||||||||||
Share-based compensation | 12,608 | 12,608 | 12,608 | |||||||||||
Tax withholding associated with shares issued for equity-based compensation | (85) | (85) | (85) | |||||||||||
Redeemable noncontrolling interest adjustment to redemption fair value | (8,728) | (8,728) | (8,728) | |||||||||||
Contributions from noncontrolling interest holders | 200 | 200 | ||||||||||||
Distributions to noncontrolling interest holders | (1,273) | |||||||||||||
Distribution to related parties associated with the settlement of certain share-based compensation | (1,273) | (1,273) | ||||||||||||
Balance at the end of the period at Mar. 31, 2021 | 2,253,450 | 340 | 2,327,699 | (58,078) | (27,164) | 2,242,797 | 10,653 | |||||||
Balance at the beginning of the period at Dec. 31, 2020 | 14,543 | |||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | ||||||||||||||
Net income (loss) attributable to redeemable noncontrolling interests | (6,860) | (6,860) | ||||||||||||
Comprehensive income (loss) attributable to redeemable noncontrolling interests | (6,860) | (6,860) | ||||||||||||
Noncontrolling Interest Increase From Business Combination Redeemable Noncontrolling Interests | 587 | |||||||||||||
Redeemable noncontrolling interest adjustment to redemption fair value | 8,728 | |||||||||||||
Distributions to noncontrolling interest holders attributable to redeemable noncontrolling interests | (498) | |||||||||||||
Balance at the end of the period at Mar. 31, 2021 | 16,500 | |||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | ||||||||||||||
Redeemable noncontrolling interest adjustment to redemption fair value | (8,728) | |||||||||||||
Balance at the beginning of the period at Jun. 30, 2021 | 2,180,406 | 340 | 2,294,775 | (96,341) | (30,272) | 2,168,502 | 11,904 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income | (95,354) | (94,452) | (94,452) | (902) | ||||||||||
Other comprehensive income (loss) | (6,738) | (6,738) | (6,738) | |||||||||||
Comprehensive income (loss) including portion attributable to nonredeemable noncontrolling interests | (102,092) | (101,190) | (902) | |||||||||||
Share-based compensation | 62,824 | 62,824 | 62,824 | |||||||||||
Tax withholding associated with shares issued for equity-based compensation | (15,652) | 2 | (15,654) | (15,652) | ||||||||||
Redeemable noncontrolling interest adjustment to redemption fair value | (6,178) | (6,178) | (6,178) | |||||||||||
Contributions from noncontrolling interest holders | 5,400 | 5,400 | ||||||||||||
Distributions to noncontrolling interest holders | (1,590) | (1,590) | ||||||||||||
Distribution to related parties associated with the settlement of certain share-based compensation | (1,496) | (1,496) | (1,496) | |||||||||||
Balance at the end of the period at Mar. 31, 2022 | 2,121,622 | 342 | 2,334,271 | (190,793) | (37,010) | 2,106,810 | 14,812 | |||||||
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 | 4,412 | 4,412 | ||||||||||||
Comprehensive income (loss) attributable to redeemable noncontrolling interests | 4,412 | 4,412 | ||||||||||||
Noncontrolling Interest Increase From Business Combination Redeemable Noncontrolling Interests | (7,500) | |||||||||||||
Redeemable noncontrolling interest adjustment to redemption fair value | 7,566 | |||||||||||||
Net transfers from (to) Madison Square Garden Sports Corp. and its subsidiaries | 895 | (895) | ||||||||||||
Noncontrolling interest non-cash acquisition attributable to redeemable noncontrolling interests | 1,761 | |||||||||||||
Distributions to noncontrolling interest holders attributable to redeemable noncontrolling interests | (4,640) | |||||||||||||
Partially own subsidiary distribution to related party, portion attributable to noncontrolling interest | (760) | |||||||||||||
Balance at the end of the period at Mar. 31, 2022 | 137,778 | 137,778 | ||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | ||||||||||||||
Redeemable noncontrolling interest adjustment to redemption fair value | 0 | |||||||||||||
Balance at the beginning of the period at Dec. 31, 2021 | 2,127,815 | 342 | 2,317,415 | (173,302) | (32,632) | 2,111,823 | 15,992 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income | (18,864) | (17,491) | (17,491) | (1,373) | ||||||||||
Other comprehensive income (loss) | (4,378) | (4,378) | (4,378) | |||||||||||
Comprehensive income (loss) including portion attributable to nonredeemable noncontrolling interests | (23,242) | (21,869) | (1,373) | |||||||||||
Share-based compensation | 18,537 | 18,537 | 18,537 | |||||||||||
Tax withholding associated with shares issued for equity-based compensation | (412) | (412) | (412) | |||||||||||
Contributions from noncontrolling interest holders | 723 | 723 | ||||||||||||
Distributions to noncontrolling interest holders | (530) | (530) | ||||||||||||
Distribution to related parties associated with the settlement of certain share-based compensation | (1,269) | (1,269) | (1,269) | |||||||||||
Balance at the end of the period at Mar. 31, 2022 | 2,121,622 | $ 342 | $ 2,334,271 | $ (190,793) | $ (37,010) | $ 2,106,810 | $ 14,812 | |||||||
Balance at the beginning of the period at Dec. 31, 2021 | 142,004 | |||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | ||||||||||||||
Net income (loss) attributable to redeemable noncontrolling interests | (442) | (442) | ||||||||||||
Comprehensive income (loss) attributable to redeemable noncontrolling interests | (442) | (442) | ||||||||||||
Net transfers from (to) Madison Square Garden Sports Corp. and its subsidiaries | (895) | |||||||||||||
Noncontrolling interest non-cash acquisition attributable to redeemable noncontrolling interests | 587 | |||||||||||||
Distributions to noncontrolling interest holders attributable to redeemable noncontrolling interests | (3,005) | |||||||||||||
Partially own subsidiary distribution to related party, portion attributable to noncontrolling interest | (471) | |||||||||||||
Balance at the end of the period at Mar. 31, 2022 | 137,778 | $ 137,778 | ||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | ||||||||||||||
Redeemable noncontrolling interest adjustment to redemption fair value | $ 0 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Mar. 31, 2022 | |
Description of Business And Basis of Presentation [Abstract] | |
Description of Business and Basis of Presentation | 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, as amended by Form 10-K/A filed on February 9, 2022 (the “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 19. 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. 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 30 th (“Fiscal Year”). In these consolidated financial statements, the years ended on June 30, 2022, 2021 and 2020 are referred to as “Fiscal Year 2022,” “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 Fiscal Year 2021 included in the Form 10-K and the Company’s consolidated financial statements and notes thereto for the three and six months ended December 31, 2021 included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2021. The consolidated financial statements as of March 31, 2022 and for the three and nine months ended March 31, 2022 and 2021 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. 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. 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 nine months ended March 31, 2022. The following table provides the impact of the change in reporting entity on the results of operations for the three and nine months ended March 31, 2021 in accordance with Accounting Standards Codification (“ASC”) Subtopic 250-10-50-6: Three Months Ended Nine Months Ended March 31, 2021 Decrease in net loss attributable to Madison Square Garden Entertainment Corp.’s stockholders 48,038 163,203 Increase (decrease) in other comprehensive income (loss) $ 1,257 $ (4,956) Decrease in net loss per common share attributable to Madison Square Garden Entertainment Corp.’s stockholders (basic and diluted) $ 2.28 $ 8.16 Impact of the COVID-19 Pandemic The Company’s operations and operating results have been materially impacted by the COVID-19 pandemic (including COVID-19 variants) and actions taken in response by governmental authorities and certain professional sports leagues. For the majority of Fiscal Year 2021, substantially all operations of the Entertainment business were suspended, MSG Networks aired substantially fewer games and Tao Group Hospitality was operating at significantly reduced capacity and demand. Fiscal Year 2022 has also been impacted by the pandemic, with fewer ticketed events at our venues in the first half of the year as compared with Fiscal Year 2019 (the last full fiscal year not impacted by COVID-19) due to the lead-time required to book touring acts and artists, and an increase in cases due to a COVID-19 variant, which resulted in a number of events at our venues being cancelled or postponed in the second and third quarters. As a result of government-mandated assembly limitations and closures, all of our performance venues were closed beginning in 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 February through May 2021 with certain safety protocols and social distancing. Beginning in 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. Effective August 17, 2021, all workers and customers in New York City indoor dining, indoor fitness and indoor entertainment facilities, including our venues, were subject to certain vaccination requirements. Following updated regulations, effective January 3, 2022 for the Chicago Theatre, and January 29, 2022 for our New York venues, all guests five and older were required to provide proof that they had received two doses of a two-shot COVID-19 vaccine or one dose of a single-shot vaccine. These requirements were lifted in Chicago, effective February 28, 2022 and in New York effective March 7, 2022, and, as a result, our performance venues no longer require guests to provide proof of COVID-19 vaccination before entering (although specific performers may require enhanced protocols). For Fiscal Year 2021, the majority of ticketed events at our venues were postponed or cancelled. For the nine months ended March 31, 2022 and as of this date, live events have been permitted to be held at all of our performance venues and we are continuing to host and book new events. As a result of an increase in cases of a COVID-19 variant, select bookings were postponed or cancelled at our performance venues in the second and third quarters of Fiscal Year 2022. Variants of COVID-19 that arise in the future may result in additional postponements or cancellations of bookings at our performance venues. The impact of the COVID-19 pandemic on our operations also included (i) the partial cancellation of the 2021 production of the Christmas Spectacular, (ii) the cancellation of the 2020 production of the Christmas Spectacular , and (iii) the cancellation of both the 2020 and 2021 Boston Calling Music Festival. 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. The Knicks and the Rangers each completed their 2021-2022 82-game regular seasons, with the Rangers advancing to the playoffs. 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 a result, its advertising revenue and certain operating expenses, including rights fees expense, reflect the same. 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 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. During Fiscal Year 2022, Tao Group Hospitality’s operations have also been impacted by an increase in cases due to a COVID-19 variant, which resulted in reduced operating schedules and reduced demand from guests, including corporate and private event cancellations and postponements in the second and third quarters. As of the date of this filing, Tao Group Hospitality is operating without capacity restrictions in domestic and key international markets. It is unclear to what extent COVID-19 concerns, including with respect to new variants, could result in new government or league-mandated capacity restrictions or vaccination/mask requirements or impact the use of and/or demand for our entertainment and dining and nightlife venues, demand for our sponsorship and advertising assets, deter our employees and vendors from working at our venues (which may lead to difficulties in staffing) or otherwise materially impact our operations. Impairment and other (gains) losses, net For the three months ended March 31, 2022, the Company recorded other gains of $5,319 primarily from extinguishment of lease liabilities associated with a Hakkasan venue. For the nine months ended March 31, 2022, the Company recorded other net gains of $5,480 primarily from the extinguishment and modifications of lease liabilities associated with a Hakkasan venues, offset by an impairment charge of long-lived assets and certain right-of-use assets and leasehold improvements. 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 9, Note 10 and Note 11 for further detail of the Company’s intangible assets, long-lived assets and goodwill. |
Accounting Policies
Accounting Policies | 9 Months Ended |
Mar. 31, 2022 | |
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 valuation of accounts receivable, 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 assets and 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 Form 10-K. 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. The MSG Networks advertising revenue is largely derived from the sale of inventory in its live professional sports programming, and as such, a significant share of this revenue has historically been earned in the second and third fiscal quarters. 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 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 revenue 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 live professional sports 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 the segment’s networks are typically expensed on a straight-line basis over the applicable annual contract or license period. Nonmonetary Transactions 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. Total advertising costs for MSG Networks, which includes the aforementioned nonmonetary transactions and which are classified in selling, general and administrative expenses, were $14,521 and $35,193 for the three and nine months ended March 31, 2022, respectively, and $12,852 and $23,029 for the three and nine months ended March 31, 2021, respectively. Interest Capitalization For significant long term construction projects, such as MSG Sphere, the Company begins to capitalize qualified interest costs once activities necessary to get the asset ready for its intended use have commenced. The Company calculates qualified interest capitalization using the average amount of accumulated expenditures during the period the asset is being prepared for its intended use and a capitalization rate which is derived from the Company’s weighted average borrowing rate during such time, in the absence of specific borrowings related to the significant long term construction projects. The Company ceases capitalization on any portions substantially completed and ready for their intended use. See Note 9 for further details on interest capitalization during the three and nine months ended March 31, 2022 and 2021. 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 | 9 Months Ended |
Mar. 31, 2022 | |
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 continued to own a 77.5% controlling interest in TAO Group Holdings LLC, which, after the ownership adjustments, translated to an approximately 66% indirect controlling interest in TAO Group Sub-Holdings LLC. As of March 31, 2022, the Company’s ownership interest in TAO Group Holdings LLC had increased to 77.8% in connection with investor put transactions at TAO Group Holdings LLC. The Company’s ownership interest in TAO Group Holdings LLC increased further to 79.1% as of April 1, 2022, when the Company completed investor call transactions at TAO Group 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 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 (b) 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) _________________ (a) During the three months ended September 30, 2021, the Company recorded an adjustment to reflect a measurement period adjustment. Upon the finalization of the closing statement during the first quarter of Fiscal Year 2022, the noncontrolling interest owned by Hakkasan Parent in TAO Group Sub-Holdings 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, 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. (b) No additional adjustments were recorded during the three months ended March 31, 2022. |
Restructuring and Related Activ
Restructuring and Related Activities | 9 Months Ended |
Mar. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure | Restructuring Charges During the three months ended March 31, 2022, the Company underwent organizational changes. These measures included termination of certain employees and executives. For the three months ended March 31, 2022, the Company recorded $14,690 for restructuring charges related to the termination benefits provided to employees, inclusive of $4,589 of share-based compensation expenses, none of which have been paid as of March 31, 2022 and are shown in accrued severance and additional paid-in-capital on the balance sheet, respectively. The Company recorded $21,299 of restructuring charges during the nine months ended March 31, 2021, all of which has been paid as of March 31, 2022. Such costs are reflected in restructuring charges in the accompanying consolidated and combined statements of operations. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Mar. 31, 2022 | |
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 revenues from Arena License Agreements, leases and subleases that are accounted for in accordance with ASC Topic 842 of $31,052 and $62,564 for the three and nine months ended March 31, 2022, respectively, and $12,186 and $15,267 for the three and nine months ended March 31, 2021, respectively. The following table presents the activity in the allowance for credit losses for the nine months ended March 31, 2022: Beginning balance, June 30, 2021 $ 6,449 Provision for expected credit losses 1,170 Write-offs (2,322) Ending balance, March 31, 2022 $ 5,297 Disaggregation of Revenue The following tables disaggregate 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 and nine months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 Entertainment MSG Networks Tao Group Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 90,899 $ — $ 100,150 $ — $ 191,049 Sponsorship, signage and suite licenses (b) 55,609 2,688 1,372 (633) 59,036 Media related, primarily from affiliation agreements (c) — 163,247 — — 163,247 Other (d) 17,025 1,634 7,050 (9,966) 15,743 Total revenues from contracts with customers $ 163,533 $ 167,569 $ 108,572 $ (10,599) $ 429,075 Three Months Ended March 31, 2021 Entertainment MSG Networks Tao Group Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 3,710 $ — $ 11,378 $ (570) $ 14,518 Sponsorship, signage and suite licenses (b) 4,217 1,555 648 — 6,420 Media related, primarily from affiliation agreements (c) — 174,657 — — 174,657 Other (d) 10,844 1,641 764 (6,712) 6,537 Total revenues from contracts with customers $ 18,771 $ 177,853 $ 12,790 $ (7,282) $ 202,132 Nine Months Ended March 31, 2022 Entertainment MSG Networks Tao Group Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 268,391 $ — $ 317,081 $ (838) $ 584,634 Sponsorship, signage and suite licenses (b) 113,565 5,111 1,997 (1,154) 119,519 Media related, primarily from affiliation agreements (c) — 459,920 — — 459,920 Other (d) 31,914 3,992 26,044 (17,511) 44,439 Total revenues from contracts with customers $ 413,870 $ 469,023 $ 345,122 $ (19,503) $ 1,208,512 Nine Months Ended March 31, 2021 Entertainment MSG Networks Tao Group Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 5,439 $ — $ 26,217 $ (613) $ 31,043 Sponsorship, signage and suite licenses (b) 12,740 2,247 1,134 (211) 15,910 Media related, primarily from affiliation agreements (c) — 476,672 — — 476,672 Other (d) 17,735 2,536 3,151 (8,698) 14,724 Total revenues from contracts with customers $ 35,914 $ 481,455 $ 30,502 $ (9,522) $ 538,349 _________________ (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 $9,621 and $17,016 for the three and nine months ended March 31, 2022, respectively, and $6,637 and $8,456 for the three and nine months ended March 31, 2021, 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 tables disaggregate 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 and nine months ended March 31, 2022 and 2021: Three Months ended March 31, 2022 Entertainment MSG Networks Tao Group Eliminations Total Ticketing and venue license fee revenues (a) $ 46,867 $ — $ — $ — $ 46,867 Sponsorship and signage, suite, and advertising commission revenues (b) 79,631 — — (10,253) 69,378 Revenues from entertainment dining and nightlife offerings (c) — — 108,572 (346) 108,226 Food, beverage and merchandise revenues 36,344 — — — 36,344 Media networks revenues (d) — 167,569 — — 167,569 Other 691 — — — 691 Total revenues from contracts with customers $ 163,533 $ 167,569 $ 108,572 $ (10,599) $ 429,075 Three Months ended March 31, 2021 Entertainment MSG Networks Tao Group Eliminations Total Ticketing and venue license fee revenues (a) $ 2,747 $ — $ — $ — $ 2,747 Sponsorship and signage, suite, and advertising commission revenues (b) 14,954 — — (6,637) 8,317 Revenues from entertainment dining and nightlife offerings (c) — — 12,790 (645) 12,145 Food, beverage and merchandise revenues 246 — — — 246 Media networks revenues (d) — 177,853 — — 177,853 Other 824 — — — 824 Total revenues from contracts with customers $ 18,771 $ 177,853 $ 12,790 $ (7,282) $ 202,132 Nine Months Ended March 31, 2022 Entertainment MSG Networks Tao Group Eliminations Total Ticketing and venue license fee revenues (a) $ 172,844 $ — $ — $ — $ 172,844 Sponsorship and signage, suite, and advertising commission revenues (b) 161,046 — — (18,169) 142,877 Revenues from entertainment dining and nightlife offerings (c) — — 345,122 (1,334) 343,788 Food, beverage and merchandise revenues 78,032 — — — 78,032 Media networks revenues (d) — 469,023 — — 469,023 Other 1,948 — — — 1,948 Total revenues from contracts with customers $ 413,870 $ 469,023 $ 345,122 $ (19,503) $ 1,208,512 Nine Months Ended March 31, 2021 Entertainment MSG Networks Tao Group Eliminations Total Ticketing and venue license fee revenues (a) $ 4,445 $ — $ — $ — $ 4,445 Sponsorship and signage, suite, and advertising commission revenues (b) 29,943 — — (8,667) 21,276 Revenues from entertainment dining and nightlife offerings (c) — — 30,502 (855) 29,647 Food, beverage and merchandise revenues 139 — — — 139 Media networks revenues (d) — 481,455 — — 481,455 Other 1,387 — — — 1,387 Total revenues from contracts with customers $ 35,914 $ 481,455 $ 30,502 $ (9,522) $ 538,349 _________________ (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 (i) revenues from sponsorship sales and representation agreements with MSG Sports and (ii) advertising commission revenues recognized by the Entertainment segment from the MSG Networks segment of $9,621 and $17,016 for the three and nine months ended March 31, 2022, respectively, and $6,637 and $8,456 for the three and nine months ended March 31, 2021, 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 March 31, 2022 and June 30, 2021: March 31, June 30, 2022 2021 Receivables from contracts with customers, net (a) $ 253,584 $ 185,112 Contract assets, current (b) $ 17,722 $ 7,052 Contract assets, non-current (b) $ 585 $ 87 Deferred revenue, including non-current portion (c) $ 264,233 $ 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 March 31, 2022 and June 30, 2021, the Company’s receivables from contracts with customers above included $10,041 and $4,848, respectively, related to various related parties. See Note 19 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 nine months ended March 31, 2022 relating to the contract liability balance (primarily deferred revenue) as of June 30, 2021 was $126,473. Transaction Price Allocated to the Remaining Performance Obligations The following table depicts the estimated revenue expected to be recognized, based on current projections, in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of March 31, 2022. 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) $ 74,248 Fiscal Year 2023 183,766 Fiscal Year 2024 151,275 Fiscal Year 2025 101,176 Fiscal Year 2026 70,259 Thereafter 87,174 $ 667,898 |
Computation of Loss per Common
Computation of Loss per Common Share | 9 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Loss per Common Share | Computation of Loss per Common Share The following table presents a reconciliation of weighted-average shares used in the calculations of basic and diluted loss per common share attributable to the Company’s stockholders (“EPS”). Three Months Ended Nine Months Ended March 31, March 31, 2022 2021 2022 2021 Net loss attributable to Madison Square Garden Entertainment Corp.’s stockholders (numerator): Net loss attributable to Madison Square Garden Entertainment Corp.’s stockholders $ (17,491) $ (18,260) (94,452) $ (109,888) Adjustment of redeemable noncontrolling interest to redemption value — (8,728) — (8,728) Net loss attributable to Madison Square Garden Entertainment Corp.’s stockholders for EPS: $ (17,491) $ (26,988) $ (94,452) $ (118,616) Weighted-average shares (denominator): Weighted-average shares for basic and diluted EPS (a) 34,320 34,060 34,230 34,083 Basic and diluted loss per common share attributable to Madison Square Garden Entertainment Corp.’s stockholders $ (0.51) $ (0.79) $ (2.76) $ (3.48) _________________ (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 16 for further detail. |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash | 9 Months Ended |
Mar. 31, 2022 | |
Cash, Cash Equivalents and Restricted Cash [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | 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 March 31, June 30, March 31, June 30, Captions on the consolidated balance sheets: Cash and cash equivalents $ 999,063 $ 1,516,992 $ 1,601,765 $ 1,103,392 Restricted cash (a) 21,690 22,984 24,610 17,749 Cash, cash equivalents and restricted cash on the consolidated statements of cash flows $ 1,020,753 $ 1,539,976 $ 1,626,375 $ 1,121,141 _________________ |
Investments in Nonconsolidated
Investments in Nonconsolidated Affiliates | 9 Months Ended |
Mar. 31, 2022 | |
Equity Method Investments, Joint Ventures and Cost Method Investments [Abstract] | |
Investments in 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 March 31, 2022 Equity method investments: SACO Technologies Inc. (“SACO”) 30 % $ 32,387 Others 5,313 Equity securities without readily determinable fair values (a) 6,997 Total investments in nonconsolidated affiliates $ 44,697 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 and nine months ended March 31, 2022 and 2021, 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 March 31, 2022 and June 30, 2021, are as follows: March 31, 2022 Equity Investment with Readily Determinable Fair Values Shares / Units Cost Basis Carrying value Townsquare Class A common stock 583 $ 4,221 $ 7,458 Townsquare Class C common stock 2,625 19,001 33,574 DraftKings common stock 869 6,036 16,929 Total $ 29,258 $ 57,961 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 and nine months ended March 31, 2022 and 2021: Three Months Ended Nine Months Ended March 31, March 31, 2022 2021 2022 2021 Unrealized gain (loss)— Townsquare $ (1,732) $ 13,057 $ 129 $ 20,083 Unrealized gain (loss) — DraftKings (6,956) 12,842 (28,432) 34,906 Realized gain (loss) — DraftKings — 332 — (2,327) $ (8,688) $ 26,231 $ (28,303) $ 52,662 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Mar. 31, 2022 | |
Property and Equipment [Abstract] | |
Property and Equipment | Property and Equipment As of March 31, 2022 and June 30, 2021, property and equipment consisted of the following: March 31, June 30, Land $ 146,344 $ 150,750 Buildings 997,340 996,295 Equipment 426,857 405,835 Aircraft 38,093 38,090 Furniture and fixtures 39,592 40,660 Leasehold improvements 232,931 214,678 Construction in progress (a) 1,786,817 1,194,525 3,667,974 3,040,833 Less accumulated depreciation and amortization (960,781) (884,541) $ 2,707,193 $ 2,156,292 _________________ (a) Interest is capitalized during the construction period for significant long term construction projects. The Company capitalizes interest within the Entertainment segment in connection with the construction of MSG Sphere in Las Vegas. For the three and nine months ended March 31, 2022, the Company capitalized $12,272 and $32,202 of interest, respectively. As disclosed on the Company’s Form 10-K/A filed on February 9, 2022 for the Fiscal Year 2021, the Company determined that the application of ASC Topic 835-20 (Capitalization of Interest) required that a portion of the interest incurred under the Company’s credit facilities should have been capitalized during the periods that the Company had been capitalizing costs related to MSG Sphere at the Venetian (the “accounting error”), which capitalization of such costs began in 2017. As a result, the previously reported consolidated statements of operation of the Company for the three and nine months ended March 31, 2021 have been revised to correct this immaterial accounting error by decreasing the Company’s previously reported interest expense by $13,312 and $21,223, respectively. The increase in Construction in progress is primarily associated with the development and construction of MSG Sphere in Las Vegas. The property and equipment balances above include $192,360 and $106,990 of capital expenditure accruals (primarily related to MSG Sphere construction) as of March 31, 2022 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 $24,273 and $75,494 for the three and nine months ended March 31, 2022, respectively, and $21,695 and $68,284 for the three and nine months ended March 31, 2021, respectively. During the nine months ended March 31, 2022, 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 the Hakkasan acquisition date. Refer to Note 10 for further detail of the Company’s impairment related to leases. |
Leases
Leases | 9 Months Ended |
Mar. 31, 2022 | |
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 right-of-use (“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 MSG Sphere. As of March 31, 2022, the Company’s existing operating leases, which are recorded on the accompanying financial statements, have remaining lease terms ranging from 0.3 years to 35.0 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 March 31, 2022 and June 30, 2021: Line Item in the Company’s Consolidated Balance Sheet March 31, June 30, Right-of-use assets: Operating leases Right-of-use lease assets $ 462,479 $ 280,579 Lease liabilities: Operating leases, current Operating lease liabilities, current $ 67,012 $ 73,423 Operating leases, noncurrent Operating lease liabilities, noncurrent 440,319 233,556 Total lease liabilities $ 507,331 $ 306,979 The following table summarizes the activity recorded within the Company’s consolidated statements of operations for the three and nine months ended March 31, 2022 and 2021: Three Months Ended Line Item in the Company’s Consolidated and Combined Statement of Operations March 31, 2022 2021 Operating lease cost Direct operating expenses $ 10,181 $ 6,959 Operating lease cost Selling, general and administrative expenses 8,043 6,428 Variable lease cost Direct operating expenses 1,712 978 Variable lease cost Selling, general and administrative expenses 16 14 Total lease cost $ 19,952 $ 14,379 Nine Months Ended Line Item in the Company’s Consolidated Statement of Operations March 31, 2022 2021 Lease cost, operating leases Direct operating expenses $ 32,140 $ 19,911 Lease cost, operating leases Selling, general and administrative expenses 22,187 19,331 Variable lease cost Direct operating expenses 3,804 1,569 Variable lease cost Selling, general and administrative expenses 45 52 Total lease cost $ 58,176 $ 40,863 Supplemental Information For the nine months ended March 31, 2022 and 2021, cash paid for amounts included in the measurement of operating lease liabilities was $47,009 and $40,787, respectively. For the nine months ended March 31, 2022, the Company recorded new operating lease liabilities of $337,590 arising from obtaining right-of-use lease assets including (i) the renewal of the Radio City Music Hall and Beacon Theatre leases, and to a lesser extent, reflecting (ii) leases associated with MSG Sphere development, net of tenant incentives, (iii) a lease agreement with the existing landlord for the Company’s New York corporate office space, which extended the term for certain existing office space in use, and (iv) an aviation lease. For the nine months ended March 31, 2022, the Company received approximately $15,580 of the aforementioned tenant incentives, through a cash receipt from the landlord and payments by the landlord for capital expenditures on behalf of the Company. For the nine months ended March 31, 2021, the Company did not enter into new leases. In November 2021, the Company executed an agreement with the existing landlord for its New York corporate office space pursuant to which it will be relocating from the space that the Company currently occupies to newly renovated office space within the same building. The Company will not be involved in the design or construction of the new space for purposes of the Company’s buildout prior to obtaining possession, which is expected to occur in Fiscal Year 2024. Upon obtaining possession of the space, the new lease is expected to result in an additional lease obligation and right of use asset. While lease payments under the new lease agreement will be recognized as a lease expense on a straight-line basis over the lease term, the Company will begin paying full rent in the second half of Fiscal Year 2026 due to certain tenant incentives included in the arrangement. Base rent payments will increase every five years beginning in Fiscal Year 2031 in accordance with the terms of the lease. The Company anticipates entering into a new sublease agreement with MSG Sports for a lease term equivalent to the November 2021 agreement that the Company entered into with the existing landlord. The future lease payments related to this new lease for the next five fiscal years and thereafter are expected to be as follows: Fiscal Year 2022 $ — Fiscal Year 2023 — Fiscal Year 2024 — Fiscal Year 2025 10,121 Fiscal Year 2026 19,023 Thereafter (Fiscal Year 2027 to Fiscal Year 2046) 1,026,207 Total lease payments $ 1,055,351 For the three months ended March 31, 2022, the Company recorded a net gain of $5,074 resulting from the extinguishment of lease liabilities associated with a Hakkasan venue of Tao Group Hospitality. For the nine months ended March 31, 2022 the Company recorded other net gains of $2,151 primarily from the extinguishment of lease liabilities and right-of-use lease assets associated with certain Hakkasan venues of Tao Group Hospitality due to decisions made by management to cease operations. As of March 31, 2022, the weighted average remaining lease term for operating leases recorded on the accompanying consolidated balance sheet was 12.6 years. The weighted average discount rate was 6.41% as of March 31, 2022 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 March 31, 2022 are as follows: Fiscal Year 2022 (remainder) $ 10,571 Fiscal Year 2023 77,668 Fiscal Year 2024 78,861 Fiscal Year 2025 56,572 Fiscal Year 2026 33,254 Thereafter 500,083 Total lease payments 757,009 Less imputed interest 249,678 Total lease liabilities $ 507,331 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 February through May 2021 when it became available at 100% seating capacity. The Company recorded $29,616 and $58,798 of revenues under the Arena License Agreements for the three and nine months ended March 31, 2022, respectively, and $11,443 and $13,028 for the three and nine months ended March 31, 2021. In addition, the Company recorded revenues from third party and related party lease and sublease arrangements of $1,436 and $3,766 for the three and nine months ended March 31, 2022, respectively, and $743 and $2,239 for the three and nine months ended March 31, 2021, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The carrying amount of goodwill as of March 31, 2022 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 March 31, 2022 $ 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 included 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, also included above. 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. No additional adjustments were recorded during the three months ended March 31, 2022. 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 March 31, 2022 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: March 31, 2022 Gross Accumulated Net Trade names $ 112,990 $ (29,661) $ 83,329 Venue management contracts 85,512 (22,085) 63,427 Affiliate relationships 83,044 (58,816) 24,228 Non-compete agreements 9,000 (8,087) 913 Festival rights 8,080 (3,100) 4,980 Other intangibles 4,217 (4,025) 192 $ 302,843 $ (125,774) $ 177,069 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 | 9 Months Ended |
Mar. 31, 2022 | |
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 included a total of $3,646,250 of contract obligations (primarily related to media rights agreements) from the MSG Networks segment, as a result of the Merger, 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 and nine months ended March 31, 2022, the Company did not have any material changes in its non-cancelable contractual obligations other than activities in the ordinary course of business. See Note 14 for details of the principal repayments required under the Company’s various credit facilities, including the MSG Networks Senior Secured Credit Facilities (as defined below), and Note 10 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. Six complaints involved allegations of fiduciary breaches in connection with the negotiation and approval of the Merger and have since been consolidated into two remaining litigations. On September 10, 2021, the Court of Chancery entered an order consolidating two derivative complaints filed by purported Company stockholders. The consolidated action is captioned: In re Madison Square Garden Entertainment Corp. Stockholders Litigation , C.A. No. 2021-0468-KSJM. The consolidated plaintiffs filed their Verified Consolidated Derivative Complaint on October 11, 2021. The complaint, which names the Company as only a nominal defendant, retains all of the derivative claims and alleges that the members of the board of directors and controlling stockholders violated their fiduciary duties in the course of negotiating and approving the Merger. Plaintiffs seek, among other relief, an award of damages to the Company including interest, and plaintiffs’ attorneys’ fees. The Company and other defendants filed answers to the complaint on December 30, 2021, and are currently engaged in responding to the consolidated plaintiffs’ discovery requests. Pursuant to the indemnity rights in its bylaws and Delaware law, the Company is advancing the costs incurred by defendants in this action, and defendants may assert indemnification rights in respect of any adverse judgment or settlement of the action. On September 27, 2021, the Court of Chancery entered an order consolidating four complaints filed by purported stockholders of MSG Networks Inc. The consolidated action is captioned: In re MSG Networks Inc. Stockholder Class Action Litigation , C.A. No. 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 controlling stockholders breached their fiduciary duties in negotiating and approving the Merger. The Company is not named as a defendant. Plaintiffs seek, among other relief, monetary damages for the putative class and plaintiffs’ attorneys’ fees. Defendants to the MSG Networks Inc. consolidated action filed answers to the complaint on December 30, 2021 and are currently engaged in responding to the plaintiffs’ discovery requests. Pursuant to the indemnity rights in its bylaws and Delaware law, the Company is advancing the costs incurred by defendants in this action, and defendants may assert indemnification rights in respect of any adverse judgment or settlement of the action. On March 3, 2022 the Court of Chancery approved a case schedule, governing the two consolidated actions, which set tentative trial dates for April 2023. 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 | 9 Months Ended |
Mar. 31, 2022 | |
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, time deposits and U.S. treasury bills, and (ii) equity investments with readily determinable fair value: Line Item on Consolidated Balance Sheet March 31, June 30, Assets: Money market accounts, time deposits and U.S. treasury bills (a) Cash and cash equivalents $ 938,703 $ 1,361,729 Equity investments with readily determinable fair value (b) Other assets 57,961 86,264 Total assets measured at fair value $ 996,664 $ 1,447,993 _________________ (a) The carrying amount of the Company’s cash equivalents in money market accounts, time deposits, and U.S. treasury bills approximate fair value due to their short-term maturities. (b) See Note 8 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: March 31, 2022 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) $ 1,010,625 $ 1,000,519 $ 1,047,750 $ 1,042,510 Current and non-current portion of long-term debt under the National Properties Term Loan Facility (a) $ 641,875 $ 645,084 $ 646,750 $ 669,386 Current and non-current portion of long-term debt under the Tao Credit Facilities (a) $ 25,000 $ 24,862 $ 43,750 $ 43,851 _________________ |
Credit Facilities
Credit Facilities | 9 Months Ended |
Mar. 31, 2022 | |
Credit Facilities [Abstract] | |
Credit Facilities | Credit Facilities MSG Networks Senior Secured Credit Facilities On September 28, 2015, MSGN Holdings, L.P. (“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 (as amended, 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 March 31, 2022 was 1.96%. 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 March 31, 2022, the MSGN Holdings Entities and MSGN L.P. and its restricted subsidiaries on a consolidated basis were in compliance with the covenants. As of March 31, 2022, there were no letters of credit issued and outstanding under the MSGN Revolving Credit Facility. As of March 31, 2022, there was $1,010,625 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, LLC (“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 5-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. Following the first anniversary of the closing of the facility in November 2021, the minimum liquidity level was 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. As of March 31, 2021, the trailing twelve month AOI (as defined under the National Properties Term Loan Facility) for MSG National Properties and its restricted subsidiaries was negative and therefore, the minimum liquidity level continues to be $200,000. 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 March 31, 2022 was 7.00%. As of March 31, 2022, there was $641,875 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 March 31, 2022, 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 Holdings, LLC, 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 March 31, 2022. 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. As of January 1, 2022, such financial maintenance and restrictive covenant suspensions are no longer in effect. TAOIH and its restricted subsidiaries must maintain a minimum consolidated liquidity, consisting of cash and cash equivalents and available revolving commitments, at all times of $10,000. 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. There was no balance in the reserve account as of March 31, 2022. As of March 31, 2022, 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 March 31, 2022, the additional rate used in calculating the floating rate was (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 March 31, 2022 was 2.96%. There was no borrowing outstanding under the Tao Revolving Credit Facility as of March 31, 2022. Tao Group Hospitality utilized $750 of the Tao Revolving Credit Facility for issuance of letters of credit and the remaining borrowing available as of March 31, 2022 was $24,250. As of March 31, 2022, there was $25,000 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 March 31, 2022 were: MSG Networks Senior Secured Credit Facilities National Properties Term Loan Facility Tao Credit Facilities Total Fiscal Year 2022 (remainder) $ 12,375 1,625 $ 2,500 $ 16,500 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 — — — — $ 1,010,625 $ 641,875 $ 25,000 $ 1,677,500 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 March 31, 2022 and June 30, 2021: March 31, 2022 June 30, 2021 Principal Unamortized Deferred Financing Costs Net Principal Unamortized Deferred Financing Costs Net Current portion MSG Networks Senior Secured Credit Facilities $ 57,750 $ (1,239) $ 56,511 $ 49,500 $ (1,255) $ 48,245 National Properties Term Loan Facility 6,500 (6,783) (283) 6,500 (6,783) (283) Tao Term Loan Facility 10,000 (239) 9,761 6,250 (239) 6,011 Current portion of long-term debt, net of deferred financing costs $ 74,250 $ (8,261) $ 65,989 $ 62,250 $ (8,277) $ 53,973 March 31, 2022 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 $ 952,875 $ (1,788) $ 951,087 $ 998,250 $ (2,715) $ 995,535 National Properties Term Loan Facility 635,375 (17,731) 617,644 640,250 (22,819) 617,431 Tao Term Loan Facility 15,000 (296) 14,704 22,500 (475) 22,025 Tao Revolving Credit Facility — — — 15,000 — 15,000 Long-term debt, net of deferred financing costs $ 1,603,250 $ (19,815) $ 1,583,435 $ 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 $1,584,072 and $1,650,628 as of March 31, 2022 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 that matures in April 2023. 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 nine months ended March 31, 2022 and 2021, 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 (a) Loan Principal Repayments Nine Months Ended Nine Months Ended March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021 MSG Networks Senior Secured Credit Facilities $ 13,238 $ 14,102 $ 37,125 $ 26,125 National Properties Term Loan Facility 34,917 11,643 4,875 1,625 Tao Credit Facilities 589 826 18,750 3,750 $ 48,744 $ 26,571 $ 60,750 $ 31,500 _________________ |
Pension Plans and Other Postret
Pension Plans and Other Postretirement Benefit Plan | 9 Months Ended |
Mar. 31, 2022 | |
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 15 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the 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 Plans 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 and nine months ended March 31, 2022 and 2021. 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 March 31, March 31, 2022 2021 2022 2021 Service cost $ 118 $ 121 $ 16 $ 22 Interest cost 1,190 1,101 20 19 Expected return on plan assets (1,719) (1,509) — — Recognized actuarial loss 501 396 9 20 Net periodic benefit cost $ 90 $ 109 $ 45 $ 61 Pension Plans Postretirement Plans Nine Months Ended Nine Months Ended March 31, March 31, 2022 2021 2022 2021 Service cost $ 354 $ 365 $ 48 $ 66 Interest cost 3,570 3,304 60 57 Expected return on plan assets (5,157) (4,527) — — Recognized actuarial loss 1,503 1,250 27 60 Net periodic (benefit) cost $ 270 $ 392 $ 135 $ 183 Defined Contribution Pension Plans For the three and nine months ended March 31, 2022 and 2021, 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 Nine Months Ended Three Months Ended Nine Months Ended March 31, March 31, March 31, March 31, 2022 2021 2022 2021 2022 2021 2022 2021 $ 2,095 $ 241 $ 6,589 $ 3,318 $ 24 $ 17 $ 45 $ 36 |
Share-based Compensation
Share-based Compensation | 9 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation | Share-based Compensation See Note 16 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the 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 $18,622 and $62,321 for the three and nine months ended March 31, 2022, respectively, and $11,437 and $57,421 for the three and nine months ended March 31, 2021, respectively. The total share-based compensation expense as shown for the three and nine month periods ended March 31, 2022 includes $4,589 which was reclassified to restructuring cost on the face of the Consolidated Statements of Operations, as detailed in Note 4. In addition, capitalized share-based compensation expense was $2,264 and $4,541 for the nine months ended March 31, 2022 and 2021, 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 nine months ended March 31, 2022: 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 (391) (77) $ 85.22 Forfeited (29) (27) $ 76.39 Unvested award balance, March 31, 2022 931 796 $ 75.15 The fair value of RSUs that vested during the nine months ended March 31, 2022 was $36,940. 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, 205 of these RSUs, with an aggregate value of $16,336, were retained by the Company during the nine months ended March 31, 2022, 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 year 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 nine months ended March 31, 2022: 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 March 31, 2022 724 — $ 103.88 3.71 $ 1,781 Exercisable as of March 31, 2022 597 — $ 108.29 3.45 $ 1,781 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 Pension Plans and Cumulative Translation Adjustments Accumulated Balance as of December 31, 2021 $ (44,596) $ 11,964 $ (32,632) Other comprehensive loss — (5,912) (5,912) Amounts reclassified from accumulated other comprehensive loss (a) 510 — 510 Income tax benefit (expense) 2,675 (1,651) 1,024 Other comprehensive income (loss) 3,185 (7,563) (4,378) Balance as of March 31, 2022 $ (41,411) $ 4,401 $ (37,010) Three Months Ended March 31, 2021 Pension Plans and Cumulative Translation Adjustments Accumulated Balance as of December 31, 2020 $ (39,598) $ 10,869 $ (28,729) Other comprehensive income — 1,499 1,499 Amounts reclassified from accumulated other comprehensive loss (a) 416 — 416 Income tax expense (76) (274) (350) Other comprehensive income 340 1,225 1,565 Balance as of March 31, 2021 $ (39,258) $ 12,094 $ (27,164) Nine Months Ended March 31, 2022 Pension Plans and Cumulative Translation Adjustments Accumulated Balance as of June 30, 2021 $ (45,425) $ 15,153 $ (30,272) Other comprehensive loss — (9,844) (9,844) Amounts reclassified from accumulated other comprehensive loss (a) 1,530 — 1,530 Income tax benefit (expense) 2,484 (908) 1,576 Other comprehensive income (loss) 4,014 (10,752) (6,738) Balance as of March 31, 2022 $ (41,411) $ 4,401 $ (37,010) Nine Months Ended March 31, 2021 Pension Plans and Cumulative Translation Adjustments Accumulated Balance as of June 30, 2020 $ (40,248) $ (10,225) $ (50,473) Other comprehensive income — 27,333 27,333 Amounts reclassified from accumulated other comprehensive loss (a) 1,310 — 1,310 Income tax expense (320) (5,014) (5,334) Other comprehensive income 990 22,319 23,309 Balance as of March 31, 2021 $ (39,258) $ 12,094 $ (27,164) _____________ (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 | 9 Months Ended |
Mar. 31, 2022 | |
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. In general, the Company is required to use an estimated annual effective tax rate to measure the tax benefit or tax expense recognized in an interim period. The estimated annual effective tax rate is revised on a quarterly basis. Income tax expense for the three months ended March 31, 2022 of $6,315 differs from the income tax benefit derived from applying the statutory federal rate of 21% to the pretax loss primarily due to (i) tax expense of $4,444 related to nondeductible officers’ compensation, (ii) state income tax expense of $3,243 and (iii) tax expense of $381 related to noncontrolling interests, partially offset by (iv) a tax benefit of $1,312 resulting from a decrease in the valuation allowance. Income tax benefit for the nine months ended March 31, 2022 of $8,532 differs from the income tax benefit derived from applying the statutory federal rate of 21% to the pretax loss primarily due to (i) tax expense of $10,213 related to nondeductible officers’ compensation, (ii) tax expense of $9,742 to write off the deferred tax for certain transaction costs associated with the Merger, partially offset by (iii) a tax benefit of $3,772 resulting from a decrease in the valuation allowance, (iv) a tax benefit of $1,998 resulting from a change in the estimated applicable tax rate used to measure deferred taxes, (v) state income tax benefit of $1,824 and (vi) tax benefit of $737 related to noncontrolling interests. Income tax expense for the three months ended March 31, 2021 of $6,556 differs from the income tax benefit derived from applying the statutory federal rate of 21% to the pretax loss primarily due to (i) tax expense of $7,154 resulting from an increase in the valuation allowance, (ii) tax expense of $1,592 relating to noncontrolling interests and (iii) tax expense of $1,285 related to nondeductible officers’ compensation, partially offset by state income tax benefit of $231. Income tax expense for the nine months ended March 31, 2021 of $15,715 differs from the income tax benefit derived from applying the statutory federal rate of 21% to the pretax loss primarily due to (i) tax expense of $25,713 resulting from an increase in the valuation allowance, (ii) tax expense of $6,846 resulting from a change in the estimated applicable tax rate used to measure deferred taxes, (iii) tax expense of $6,796 related to nondeductible officers’ compensation, and (iv) tax expense of $3,432 related to noncontrolling interests, partially offset by state income tax benefit of $5,497. 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 March 31, 2022, 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 March 31, 2022. The Company will continue to assess the realizability of its deferred tax assets on a quarterly basis. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions As of March 31, 2022, 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 with MSG Sports and (ii) the Company’s Vice Chairman with MSG Sports and AMC Networks. Prior to April 1, 2022, the Company also shared such costs for the Company’s former President with MSG Sports. 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) Charles F. Dolan, a director, and certain of his children, who are siblings of James L. Dolan, the Company’s Executive Chairman, Chief Executive Officer and a director, 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 (ii) Patrick F. Dolan, the son of Charles F. Dolan and brother of James L. Dolan. The Company is party to reciprocal time sharing/dry lease agreements with 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 CFD and CFD has agreed from time to time to make their aircraft available to the Company. Pursuant to the terms of the agreement, CFD may lease on a non-exclusive, “time sharing” basis, certain Company aircraft. The Company is also party to a dry lease agreement and a time sharing 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 Brighid Air has agreed from time to time to make its Bombardier BD100-1A10 Challenger 350 aircraft (the “Challenger”) available to the Company on a non-exclusive basis. 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 was also party to (i) a reciprocal time sharing/dry lease agreement with Quart 2C, LLC (“Q2C”), a company controlled by James L. Dolan and Kristin A. Dolan, his spouse and a director of the Company, pursuant to which the Company from time to time made its aircraft available to Q2C, and Q2C, from time to time made its aircraft available to the Company, and (ii) an aircraft support services agreement with an entity controlled by James L. Dolan, pursuant to which the Company provided certain aircraft support services. These agreements were no longer effective as of December 21, 2021. 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 March 31, 2022 and June 30, 2021, the Company had $853 and $792, respectively, of notes payable with respect to a loan received by BCE from its noncontrolling interest holder. See Note 14 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 nine months ended March 31, 2022 and 2021, the Compa ny recorded $83,318 and $32,654, respectively, of capital expenditures in connection with services provided to the Company under these agreements. As of March 31, 2022 and June 30, 2021, accrued capital expenditures associated with related parties were $25,482 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 and nine months ended March 31, 2022 and 2021: Three Months Ended March 31, Nine Months Ended March 31, 2022 2021 2022 2021 Revenues $ 35,259 $ 16,291 $ 70,148 $ 23,752 Operating expenses (credits): Direct operating — media rights fees $ 40,948 $ 35,007 $ 122,206 $ 108,971 Direct operating — revenue sharing expenses 1,075 181 3,060 277 Direct operating — reimbursement under Arena License Arrangement (6,812) (174) (13,276) (1,415) General and administrative with MSG Sports — net of TSA credits (9,159) (8,476) (28,888) (29,379) Direct operating — origination, master control and technical services 1,232 1,208 3,648 3,576 Other operating expenses, net 279 838 3,388 753 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 10, 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 (including when events at The Garden were suspended as a result of government-mandated assembly limitations and closures due to the COVID-19 pandemic) and that the license fees be reduced when The Garden is available with certain capacity restrictions (including when The Garden was available at 10% seating capacity from February through May 2021 as a result of government-mandated assembly limitations due to the COVID-19 pandemic). As of July 1, 2021, the Knicks and Rangers began paying the full amounts provided for their respective Arena License Agreements. The Company record ed $29,616 and $58,798 of re venues under the Arena License Agreements for the three and nine months ended March 31, 2022, respectively. In addition to the Arena License Agreements discussed above, the Company’s revenues from related parties primarily reflected sponsorship sales and service representation agreements with MSG Sports of $7,027 an d $14,207 during the three and nine months ended March 31, 2022, respectively and $4,442 and $9,088 during the three and nine months ended March 31, 2021, respectively. The Company also earned sublease revenue from related parties of $611 and $1,834 during the three and nine months ended March 31, 2022, respectively and $611 and $1,840 during the three and nine months ended March 31, 2021, respectively. These related party revenues were partially offset by approximately $3,225 and $6,351 of merchandise revenue sharing with MSG Sports during the three and nine months ended March 31, 2022, respectively. Media Rights Fees MSG Networks’ 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. General and Administrative with MSG Sports — Net of TSA Credits 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. General and administrative operating expenses with MSG Sports, net of TSA credits included in the table above primarily reflect charges from the Company to MSG Sports pursuant to the TS A of $9,159 and $28,888 fo r the three and nine months ended March 31, 2022, respectively, and $8,476 and $29,379 for the three and nine months ended March 31, 2021, 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 |
Segment Reporting
Segment Reporting | 9 Months Ended |
Mar. 31, 2022 | |
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 Chief Operating Decision Maker (“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, including litigation expenses, (vii) gains or losses on sales or dispositions of businesses and associated settlements, and (viii) the impact of purchase accounting adjustments related to business acquisitions, which is referred to as adjusted operating income (loss), a non-GAAP measure. 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 March 31, 2022 Entertainment MSG Networks Tao Group Hospitality Purchase Inter-segment eliminations Total Revenues $ 194,585 $ 167,569 $ 108,572 $ — $ (10,599) $ 460,127 Direct operating expenses 110,688 87,174 63,783 1,622 (791) 262,476 Selling, general and administrative expenses 94,603 32,237 40,376 — (9,618) 157,598 Depreciation and amortization 18,522 1,764 6,490 1,863 — 28,639 Impairment and other (gains) losses, net (245) — (5,074) — — (5,319) Restructuring charges 14,238 452 — — — 14,690 Operating income (loss) $ (43,221) $ 45,942 $ 2,997 $ (3,485) $ (190) $ 2,043 Loss in equity method investments (1,528) Interest income 774 Interest expense (5,831) Miscellaneous expense, net (a) (8,449) Loss from operations before income taxes $ (12,991) Reconciliation of operating loss to adjusted operating income (loss): Operating income (loss) $ (43,221) $ 45,942 $ 2,997 $ (3,485) $ (190) $ 2,043 Add back: Non-cash portion of arena license fees from MSG Sports (12,073) — — — — (12,073) Share-based compensation 10,399 1,758 1,876 — — 14,033 Depreciation and amortization 18,522 1,764 6,490 1,863 — 28,639 Amortization for capitalized cloud computing costs 38 43 — — — 81 Merger and acquisition related costs 1,647 866 247 — — 2,760 Impairment and other (gains) losses, net (245) — (5,074) — — (5,319) Restructuring charges 14,238 452 — — — 14,690 Other purchase accounting adjustments — — — 1,622 — 1,622 Adjusted operating income (loss) $ (10,695) $ 50,825 $ 6,536 $ — $ (190) $ 46,476 Other information: Capital expenditures $ 200,958 $ 320 $ 5,295 $ — $ — $ 206,573 Three Months Ended March 31, 2021 Entertainment MSG Networks Tao Group Hospitality Purchase Inter-segment eliminations Total Revenues $ 30,957 $ 177,853 $ 12,790 $ — $ (7,282) $ 214,318 Direct operating expenses 24,644 74,392 10,480 887 (381) 110,022 Selling, general and administrative expenses 67,286 31,743 11,025 — (6,629) 103,425 Depreciation and amortization 19,081 1,833 1,130 17,567 — 39,611 Operating income (loss) $ (80,054) $ 69,885 $ (9,845) $ (18,454) $ (272) $ (38,740) Loss in equity method investments (2,314) Interest income 792 Interest expense (6,503) Miscellaneous income, net (a) 27,483 Loss from operations before income taxes $ (19,282) Reconciliation of operating loss to adjusted operating income (loss): Operating income (loss) $ (80,054) $ 69,885 $ (9,845) $ (18,454) $ (272) $ (38,740) Add back: Non-cash portion of arena license fees from MSG Sports (7,564) — — — — (7,564) Share-based compensation 6,799 3,324 1,314 — — 11,437 Depreciation and amortization 19,081 1,833 1,130 17,567 — 39,611 Merger and acquisition related costs 11,267 1,238 2,764 — — 15,269 Other purchase accounting adjustments — — — 887 — 887 Adjusted operating income (loss) $ (50,471) $ 76,280 $ (4,637) $ — $ (272) $ 20,900 Other information: Capital expenditures $ 102,026 $ 447 $ 295 $ — $ — $ 102,768 Nine Months Ended March 31, 2022 Entertainment MSG Networks Tao Group Hospitality Purchase Inter-segment eliminations Total Revenues $ 476,434 $ 469,023 $ 345,122 $ — $ (19,503) $ 1,271,076 Direct operating expenses 294,333 241,521 185,756 4,745 (1,860) 724,495 Selling, general and administrative expenses 279,081 117,404 115,155 — (16,926) 494,714 Depreciation and amortization 57,202 5,317 19,111 6,972 — 88,602 Impairment and other (gains) losses, net (245) — (4,699) (536) — (5,480) Restructuring charges 14,238 452 — — — 14,690 Operating income (loss) $ (168,175) $ 104,329 $ 29,799 $ (11,181) $ (717) $ (45,945) Loss in equity method investments (4,509) Interest income 2,322 Interest expense (23,246) Miscellaneous expense, net (a) (28,096) Loss from operations before income taxes $ (99,474) Reconciliation of operating loss to adjusted operating income (loss): Operating income (loss) $ (168,175) $ 104,329 $ 29,799 $ (11,181) $ (717) $ (45,945) Add back: Non-cash portion of arena license fees from MSG Sports (23,962) — — — — (23,962) Share-based compensation 36,697 15,290 5,745 — — 57,732 Depreciation and amortization 57,202 5,317 19,111 6,972 — 88,602 Amortization for capitalized cloud computing costs 45 131 — — — 176 Merger and acquisition related costs 17,095 24,941 247 — — 42,283 Impairment and other (gains) losses, net (245) — (4,699) (536) — (5,480) Restructuring charges 14,238 452 — — — 14,690 Other purchase accounting adjustments — — — 4,745 — 4,745 Adjusted operating income (loss) $ (67,105) $ 150,460 $ 50,203 $ — $ (717) $ 132,841 Other information: Capital expenditures $ 500,714 $ 2,369 $ 16,566 $ — $ — $ 519,649 Nine Months Ended March 31, 2021 Entertainment MSG Networks Tao Group Hospitality Purchase Inter-segment eliminations Total Revenues $ 51,181 $ 481,455 $ 30,502 $ — $ (9,522) $ 553,616 Direct operating expenses 71,668 196,497 31,288 2,735 (438) 301,750 Selling, general and administrative expenses 185,666 75,962 27,759 — (8,287) 281,100 Depreciation and amortization 60,341 5,463 3,739 24,155 — 93,698 Restructuring charges 21,299 — — — — 21,299 Operating income (loss) $ (287,793) $ 203,533 $ (32,284) $ (26,890) $ (797) $ (144,231) Loss in equity method investments (5,578) Interest income 2,401 Interest expense (17,038) Miscellaneous income, net (a) 53,932 Loss from operations before income taxes $ (110,514) Reconciliation of operating loss to adjusted operating income (loss): Operating income (loss) $ (287,793) $ 203,533 $ (32,284) $ (26,890) $ (797) $ (144,231) Add back: Non-cash portion of arena license fees from MSG Sports (8,740) — — — — (8,740) Share-based compensation 39,606 14,217 3,598 — — 57,421 Depreciation and amortization 60,341 5,463 3,739 24,155 — 93,698 Merger and acquisition related costs 11,479 1,238 2,764 — — 15,481 Impairment and other (gains) losses, net — — — — — — Restructuring charges 21,299 — — — — 21,299 Other purchase accounting adjustments — — — 2,735 — 2,735 Adjusted operating income (loss) $ (163,808) $ 224,451 $ (22,183) $ — $ (797) $ 37,663 Other information: Capital expenditures $ 320,370 $ 2,980 $ 1,247 $ — $ — $ 324,597 _________________ (a) Miscellaneous income (expense), net includes the following: Three Months Ended Nine Months Ended March 31, March 31, 2022 2021 2022 2021 Unrealized gain (loss) on equity investments with readily determinable fair value, see Note 8 for further details. $ (8,688) $ 26,231 $ (28,303) $ 52,662 Non-service cost components of net periodic pension and postretirement benefit costs (9) (27) (25) (147) Others, net 248 1,279 232 1,417 Total $ (8,449) $ 27,483 $ (28,096) $ 53,932 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 March 31, 2022 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: March 31, 2022 June 30, 2021 Customer A 16 % 17 % Customer B 12 % 16 % Customer C 11 % 15 % Revenues in the accompanying consolidated statements of operations for the three and nine months ended March 31, 2022 and 2021 include amounts from the following individual customers, which accounted for the noted percentages of the total: Three Months Ended Nine Months Ended March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021 Customer 1 9 % 20 % 10 % 23 % Customer 2 9 % 19 % 9 % 22 % The accompanying consolidated balance sheets as of March 31, 2022 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: March 31, 2022 June 30, 2021 Prepaid expenses $ 650 $ 1,400 Other current assets 2,700 3,700 Other assets 30,000 31,100 $ 33,350 $ 36,200 |
Accounting Policies (Policies)
Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2022 | |
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 valuation of accounts receivable, 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 assets and 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 Form 10-K. 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. The MSG Networks advertising revenue is largely derived from the sale of inventory in its live professional sports programming, and as such, a significant share of this revenue has historically been earned in the second and third fiscal quarters. 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 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 revenue 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 live professional sports 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 the segment’s networks are typically expensed on a straight-line basis over the applicable annual contract or license period. Nonmonetary Transactions 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. Total advertising costs for MSG Networks, which includes the aforementioned nonmonetary transactions and which are classified in selling, general and administrative expenses, were $14,521 and $35,193 for the three and nine months ended March 31, 2022, respectively, and $12,852 and $23,029 for the three and nine months ended March 31, 2021, respectively. |
Interest Capitalization | Interest CapitalizationFor significant long term construction projects, such as MSG Sphere, the Company begins to capitalize qualified interest costs once activities necessary to get the asset ready for its intended use have commenced. The Company calculates qualified interest capitalization using the average amount of accumulated expenditures during the period the asset is being prepared for its intended use and a capitalization rate which is derived from the Company’s weighted average borrowing rate during such time, in the absence of specific borrowings related to the significant long term construction projects. The Company ceases capitalization on any portions substantially completed and ready for their intended use. |
Recently Issued Accounting Pronouncements | Recently 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) | 9 Months Ended |
Mar. 31, 2022 | |
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. |
Investments in Nonconsolidate_2
Investments in Nonconsolidated Affiliates (Policies) | 9 Months Ended |
Mar. 31, 2022 | |
Equity Method Investments, Joint Ventures and Cost Method Investments [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) | 9 Months Ended |
Mar. 31, 2022 | |
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 right-of-use (“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. |
Description of Business and B_2
Description of Business and Basis of Presentation (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Description of Business And Basis of Presentation [Abstract] | |
Change in reporting Entity | The following table provides the impact of the change in reporting entity on the results of operations for the three and nine months ended March 31, 2021 in accordance with Accounting Standards Codification (“ASC”) Subtopic 250-10-50-6: Three Months Ended Nine Months Ended March 31, 2021 Decrease in net loss attributable to Madison Square Garden Entertainment Corp.’s stockholders 48,038 163,203 Increase (decrease) in other comprehensive income (loss) $ 1,257 $ (4,956) Decrease in net loss per common share attributable to Madison Square Garden Entertainment Corp.’s stockholders (basic and diluted) $ 2.28 $ 8.16 |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The Company’s purchase price allocation 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 (b) 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) _________________ (a) During the three months ended September 30, 2021, the Company recorded an adjustment to reflect a measurement period adjustment. Upon the finalization of the closing statement during the first quarter of Fiscal Year 2022, the noncontrolling interest owned by Hakkasan Parent in TAO Group Sub-Holdings 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, 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. (b) No additional adjustments were recorded during the three months ended March 31, 2022. |
Restructuring and Related Act_2
Restructuring and Related Activities (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Revenue Recognition [Abstract] | |
Accounts Receivable, Allowance for Credit Loss | The following table presents the activity in the allowance for credit losses for the nine months ended March 31, 2022: Beginning balance, June 30, 2021 $ 6,449 Provision for expected credit losses 1,170 Write-offs (2,322) Ending balance, March 31, 2022 $ 5,297 |
Disaggregation of Revenue | The following tables disaggregate 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 and nine months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 Entertainment MSG Networks Tao Group Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 90,899 $ — $ 100,150 $ — $ 191,049 Sponsorship, signage and suite licenses (b) 55,609 2,688 1,372 (633) 59,036 Media related, primarily from affiliation agreements (c) — 163,247 — — 163,247 Other (d) 17,025 1,634 7,050 (9,966) 15,743 Total revenues from contracts with customers $ 163,533 $ 167,569 $ 108,572 $ (10,599) $ 429,075 Three Months Ended March 31, 2021 Entertainment MSG Networks Tao Group Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 3,710 $ — $ 11,378 $ (570) $ 14,518 Sponsorship, signage and suite licenses (b) 4,217 1,555 648 — 6,420 Media related, primarily from affiliation agreements (c) — 174,657 — — 174,657 Other (d) 10,844 1,641 764 (6,712) 6,537 Total revenues from contracts with customers $ 18,771 $ 177,853 $ 12,790 $ (7,282) $ 202,132 Nine Months Ended March 31, 2022 Entertainment MSG Networks Tao Group Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 268,391 $ — $ 317,081 $ (838) $ 584,634 Sponsorship, signage and suite licenses (b) 113,565 5,111 1,997 (1,154) 119,519 Media related, primarily from affiliation agreements (c) — 459,920 — — 459,920 Other (d) 31,914 3,992 26,044 (17,511) 44,439 Total revenues from contracts with customers $ 413,870 $ 469,023 $ 345,122 $ (19,503) $ 1,208,512 Nine Months Ended March 31, 2021 Entertainment MSG Networks Tao Group Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 5,439 $ — $ 26,217 $ (613) $ 31,043 Sponsorship, signage and suite licenses (b) 12,740 2,247 1,134 (211) 15,910 Media related, primarily from affiliation agreements (c) — 476,672 — — 476,672 Other (d) 17,735 2,536 3,151 (8,698) 14,724 Total revenues from contracts with customers $ 35,914 $ 481,455 $ 30,502 $ (9,522) $ 538,349 _________________ (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 $9,621 and $17,016 for the three and nine months ended March 31, 2022, respectively, and $6,637 and $8,456 for the three and nine months ended March 31, 2021, 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 tables disaggregate 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 and nine months ended March 31, 2022 and 2021: Three Months ended March 31, 2022 Entertainment MSG Networks Tao Group Eliminations Total Ticketing and venue license fee revenues (a) $ 46,867 $ — $ — $ — $ 46,867 Sponsorship and signage, suite, and advertising commission revenues (b) 79,631 — — (10,253) 69,378 Revenues from entertainment dining and nightlife offerings (c) — — 108,572 (346) 108,226 Food, beverage and merchandise revenues 36,344 — — — 36,344 Media networks revenues (d) — 167,569 — — 167,569 Other 691 — — — 691 Total revenues from contracts with customers $ 163,533 $ 167,569 $ 108,572 $ (10,599) $ 429,075 Three Months ended March 31, 2021 Entertainment MSG Networks Tao Group Eliminations Total Ticketing and venue license fee revenues (a) $ 2,747 $ — $ — $ — $ 2,747 Sponsorship and signage, suite, and advertising commission revenues (b) 14,954 — — (6,637) 8,317 Revenues from entertainment dining and nightlife offerings (c) — — 12,790 (645) 12,145 Food, beverage and merchandise revenues 246 — — — 246 Media networks revenues (d) — 177,853 — — 177,853 Other 824 — — — 824 Total revenues from contracts with customers $ 18,771 $ 177,853 $ 12,790 $ (7,282) $ 202,132 Nine Months Ended March 31, 2022 Entertainment MSG Networks Tao Group Eliminations Total Ticketing and venue license fee revenues (a) $ 172,844 $ — $ — $ — $ 172,844 Sponsorship and signage, suite, and advertising commission revenues (b) 161,046 — — (18,169) 142,877 Revenues from entertainment dining and nightlife offerings (c) — — 345,122 (1,334) 343,788 Food, beverage and merchandise revenues 78,032 — — — 78,032 Media networks revenues (d) — 469,023 — — 469,023 Other 1,948 — — — 1,948 Total revenues from contracts with customers $ 413,870 $ 469,023 $ 345,122 $ (19,503) $ 1,208,512 Nine Months Ended March 31, 2021 Entertainment MSG Networks Tao Group Eliminations Total Ticketing and venue license fee revenues (a) $ 4,445 $ — $ — $ — $ 4,445 Sponsorship and signage, suite, and advertising commission revenues (b) 29,943 — — (8,667) 21,276 Revenues from entertainment dining and nightlife offerings (c) — — 30,502 (855) 29,647 Food, beverage and merchandise revenues 139 — — — 139 Media networks revenues (d) — 481,455 — — 481,455 Other 1,387 — — — 1,387 Total revenues from contracts with customers $ 35,914 $ 481,455 $ 30,502 $ (9,522) $ 538,349 _________________ (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 (i) revenues from sponsorship sales and representation agreements with MSG Sports and (ii) advertising commission revenues recognized by the Entertainment segment from the MSG Networks segment of $9,621 and $17,016 for the three and nine months ended March 31, 2022, respectively, and $6,637 and $8,456 for the three and nine months ended March 31, 2021, 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 March 31, 2022 and June 30, 2021: March 31, June 30, 2022 2021 Receivables from contracts with customers, net (a) $ 253,584 $ 185,112 Contract assets, current (b) $ 17,722 $ 7,052 Contract assets, non-current (b) $ 585 $ 87 Deferred revenue, including non-current portion (c) $ 264,233 $ 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 March 31, 2022 and June 30, 2021, the Company’s receivables from contracts with customers above included $10,041 and $4,848, respectively, related to various related parties. See Note 19 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, in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of March 31, 2022. 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) $ 74,248 Fiscal Year 2023 183,766 Fiscal Year 2024 151,275 Fiscal Year 2025 101,176 Fiscal Year 2026 70,259 Thereafter 87,174 $ 667,898 |
Computation of Loss per Commo_2
Computation of Loss per Common Share (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents a reconciliation of weighted-average shares used in the calculations of basic and diluted loss per common share attributable to the Company’s stockholders (“EPS”). Three Months Ended Nine Months Ended March 31, March 31, 2022 2021 2022 2021 Net loss attributable to Madison Square Garden Entertainment Corp.’s stockholders (numerator): Net loss attributable to Madison Square Garden Entertainment Corp.’s stockholders $ (17,491) $ (18,260) (94,452) $ (109,888) Adjustment of redeemable noncontrolling interest to redemption value — (8,728) — (8,728) Net loss attributable to Madison Square Garden Entertainment Corp.’s stockholders for EPS: $ (17,491) $ (26,988) $ (94,452) $ (118,616) Weighted-average shares (denominator): Weighted-average shares for basic and diluted EPS (a) 34,320 34,060 34,230 34,083 Basic and diluted loss per common share attributable to Madison Square Garden Entertainment Corp.’s stockholders $ (0.51) $ (0.79) $ (2.76) $ (3.48) _________________ (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 16 for further detail. |
Cash, Cash Equivalents and Re_2
Cash, Cash Equivalents and Restricted Cash (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Cash, Cash Equivalents and Restricted Cash [Abstract] | |
Schedule Of Cash, Cash Equivalents, Restricted Cash And Restricted Cash Equivalents | The following table provides a summary of the amounts recorded as cash, cash equivalents and restricted cash. As of March 31, June 30, March 31, June 30, Captions on the consolidated balance sheets: Cash and cash equivalents $ 999,063 $ 1,516,992 $ 1,601,765 $ 1,103,392 Restricted cash (a) 21,690 22,984 24,610 17,749 Cash, cash equivalents and restricted cash on the consolidated statements of cash flows $ 1,020,753 $ 1,539,976 $ 1,626,375 $ 1,121,141 _________________ |
Investments in Nonconsolidate_3
Investments in Nonconsolidated Affiliates (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 Equity method investments: SACO Technologies Inc. (“SACO”) 30 % $ 32,387 Others 5,313 Equity securities without readily determinable fair values (a) 6,997 Total investments in nonconsolidated affiliates $ 44,697 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 March 31, 2022 and June 30, 2021, are as follows: March 31, 2022 Equity Investment with Readily Determinable Fair Values Shares / Units Cost Basis Carrying value Townsquare Class A common stock 583 $ 4,221 $ 7,458 Townsquare Class C common stock 2,625 19,001 33,574 DraftKings common stock 869 6,036 16,929 Total $ 29,258 $ 57,961 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 and nine months ended March 31, 2022 and 2021: Three Months Ended Nine Months Ended March 31, March 31, 2022 2021 2022 2021 Unrealized gain (loss)— Townsquare $ (1,732) $ 13,057 $ 129 $ 20,083 Unrealized gain (loss) — DraftKings (6,956) 12,842 (28,432) 34,906 Realized gain (loss) — DraftKings — 332 — (2,327) $ (8,688) $ 26,231 $ (28,303) $ 52,662 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Property and Equipment [Abstract] | |
Property, Plant and Equipment | As of March 31, 2022 and June 30, 2021, property and equipment consisted of the following: March 31, June 30, Land $ 146,344 $ 150,750 Buildings 997,340 996,295 Equipment 426,857 405,835 Aircraft 38,093 38,090 Furniture and fixtures 39,592 40,660 Leasehold improvements 232,931 214,678 Construction in progress (a) 1,786,817 1,194,525 3,667,974 3,040,833 Less accumulated depreciation and amortization (960,781) (884,541) $ 2,707,193 $ 2,156,292 _________________ (a) Interest is capitalized during the construction period for significant long term construction projects. The Company capitalizes interest within the Entertainment segment in connection with the construction of MSG Sphere in Las Vegas. For the three and nine months ended March 31, 2022, the Company capitalized $12,272 and $32,202 of interest, respectively. As disclosed on the Company’s Form 10-K/A filed on February 9, 2022 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and June 30, 2021: Line Item in the Company’s Consolidated Balance Sheet March 31, June 30, Right-of-use assets: Operating leases Right-of-use lease assets $ 462,479 $ 280,579 Lease liabilities: Operating leases, current Operating lease liabilities, current $ 67,012 $ 73,423 Operating leases, noncurrent Operating lease liabilities, noncurrent 440,319 233,556 Total lease liabilities $ 507,331 $ 306,979 |
Lease, Cost | The following table summarizes the activity recorded within the Company’s consolidated statements of operations for the three and nine months ended March 31, 2022 and 2021: Three Months Ended Line Item in the Company’s Consolidated and Combined Statement of Operations March 31, 2022 2021 Operating lease cost Direct operating expenses $ 10,181 $ 6,959 Operating lease cost Selling, general and administrative expenses 8,043 6,428 Variable lease cost Direct operating expenses 1,712 978 Variable lease cost Selling, general and administrative expenses 16 14 Total lease cost $ 19,952 $ 14,379 Nine Months Ended Line Item in the Company’s Consolidated Statement of Operations March 31, 2022 2021 Lease cost, operating leases Direct operating expenses $ 32,140 $ 19,911 Lease cost, operating leases Selling, general and administrative expenses 22,187 19,331 Variable lease cost Direct operating expenses 3,804 1,569 Variable lease cost Selling, general and administrative expenses 45 52 Total lease cost $ 58,176 $ 40,863 |
Operating Lease Maturity Schedule | The future lease payments related to this new lease for the next five fiscal years and thereafter are expected to be as follows: Fiscal Year 2022 $ — Fiscal Year 2023 — Fiscal Year 2024 — Fiscal Year 2025 10,121 Fiscal Year 2026 19,023 Thereafter (Fiscal Year 2027 to Fiscal Year 2046) 1,026,207 Total lease payments $ 1,055,351 Maturities of operating lease liabilities as of March 31, 2022 are as follows: Fiscal Year 2022 (remainder) $ 10,571 Fiscal Year 2023 77,668 Fiscal Year 2024 78,861 Fiscal Year 2025 56,572 Fiscal Year 2026 33,254 Thereafter 500,083 Total lease payments 757,009 Less imputed interest 249,678 Total lease liabilities $ 507,331 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Carrying Amount of Goodwill by Reportable Segment | The carrying amount of goodwill as of March 31, 2022 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 March 31, 2022 $ 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 included 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, also included above. 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. No additional adjustments were recorded during the three months ended March 31, 2022. |
Schedule of Indefinite-Lived Intangible Assets | The carrying amount of indefinite-lived intangible assets, all of which are within the Entertainment segment, as of March 31, 2022 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: March 31, 2022 Gross Accumulated Net Trade names $ 112,990 $ (29,661) $ 83,329 Venue management contracts 85,512 (22,085) 63,427 Affiliate relationships 83,044 (58,816) 24,228 Non-compete agreements 9,000 (8,087) 913 Festival rights 8,080 (3,100) 4,980 Other intangibles 4,217 (4,025) 192 $ 302,843 $ (125,774) $ 177,069 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 (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity | The Company’s off-balance sheet commitments as of June 30, 2021 included a total of $3,646,250 of contract obligations (primarily related to media rights agreements) from the MSG Networks segment, as a result of the Merger, 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) | 9 Months Ended |
Mar. 31, 2022 | |
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, time deposits and U.S. treasury bills, and (ii) equity investments with readily determinable fair value: Line Item on Consolidated Balance Sheet March 31, June 30, Assets: Money market accounts, time deposits and U.S. treasury bills (a) Cash and cash equivalents $ 938,703 $ 1,361,729 Equity investments with readily determinable fair value (b) Other assets 57,961 86,264 Total assets measured at fair value $ 996,664 $ 1,447,993 _________________ (a) The carrying amount of the Company’s cash equivalents in money market accounts, time deposits, and U.S. treasury bills approximate fair value due to their short-term maturities. (b) See Note 8 for more information on the Company’s equity investments with readily determinable fair value in Townsquare and DraftKings. |
Schedule Of Financial Instruments | 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: March 31, 2022 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) $ 1,010,625 $ 1,000,519 $ 1,047,750 $ 1,042,510 Current and non-current portion of long-term debt under the National Properties Term Loan Facility (a) $ 641,875 $ 645,084 $ 646,750 $ 669,386 Current and non-current portion of long-term debt under the Tao Credit Facilities (a) $ 25,000 $ 24,862 $ 43,750 $ 43,851 _________________ |
Credit Facilities (Tables)
Credit Facilities (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
Credit Facilities [Abstract] | |
Schedule of Maturities of Long-term Debt | 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 March 31, 2022 were: MSG Networks Senior Secured Credit Facilities National Properties Term Loan Facility Tao Credit Facilities Total Fiscal Year 2022 (remainder) $ 12,375 1,625 $ 2,500 $ 16,500 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 — — — — $ 1,010,625 $ 641,875 $ 25,000 $ 1,677,500 |
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 March 31, 2022 and June 30, 2021: March 31, 2022 June 30, 2021 Principal Unamortized Deferred Financing Costs Net Principal Unamortized Deferred Financing Costs Net Current portion MSG Networks Senior Secured Credit Facilities $ 57,750 $ (1,239) $ 56,511 $ 49,500 $ (1,255) $ 48,245 National Properties Term Loan Facility 6,500 (6,783) (283) 6,500 (6,783) (283) Tao Term Loan Facility 10,000 (239) 9,761 6,250 (239) 6,011 Current portion of long-term debt, net of deferred financing costs $ 74,250 $ (8,261) $ 65,989 $ 62,250 $ (8,277) $ 53,973 March 31, 2022 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 $ 952,875 $ (1,788) $ 951,087 $ 998,250 $ (2,715) $ 995,535 National Properties Term Loan Facility 635,375 (17,731) 617,644 640,250 (22,819) 617,431 Tao Term Loan Facility 15,000 (296) 14,704 22,500 (475) 22,025 Tao Revolving Credit Facility — — — 15,000 — 15,000 Long-term debt, net of deferred financing costs $ 1,603,250 $ (19,815) $ 1,583,435 $ 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 $1,584,072 and $1,650,628 as of March 31, 2022 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 that matures in April 2023. |
Schedule of Cash Flow, Supplemental Disclosures | During the nine months ended March 31, 2022 and 2021, 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 (a) Loan Principal Repayments Nine Months Ended Nine Months Ended March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021 MSG Networks Senior Secured Credit Facilities $ 13,238 $ 14,102 $ 37,125 $ 26,125 National Properties Term Loan Facility 34,917 11,643 4,875 1,625 Tao Credit Facilities 589 826 18,750 3,750 $ 48,744 $ 26,571 $ 60,750 $ 31,500 _________________ |
Pension Plans and Other Postr_2
Pension Plans and Other Postretirement Benefit Plan (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
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 and nine months ended March 31, 2022 and 2021. 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 March 31, March 31, 2022 2021 2022 2021 Service cost $ 118 $ 121 $ 16 $ 22 Interest cost 1,190 1,101 20 19 Expected return on plan assets (1,719) (1,509) — — Recognized actuarial loss 501 396 9 20 Net periodic benefit cost $ 90 $ 109 $ 45 $ 61 Pension Plans Postretirement Plans Nine Months Ended Nine Months Ended March 31, March 31, 2022 2021 2022 2021 Service cost $ 354 $ 365 $ 48 $ 66 Interest cost 3,570 3,304 60 57 Expected return on plan assets (5,157) (4,527) — — Recognized actuarial loss 1,503 1,250 27 60 Net periodic (benefit) cost $ 270 $ 392 $ 135 $ 183 |
Schedule of Defined Contribution Plans | For the three and nine months ended March 31, 2022 and 2021, 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 Nine Months Ended Three Months Ended Nine Months Ended March 31, March 31, March 31, March 31, 2022 2021 2022 2021 2022 2021 2022 2021 $ 2,095 $ 241 $ 6,589 $ 3,318 $ 24 $ 17 $ 45 $ 36 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
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 nine months ended March 31, 2022: 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 (391) (77) $ 85.22 Forfeited (29) (27) $ 76.39 Unvested award balance, March 31, 2022 931 796 $ 75.15 |
Share-based Payment Arrangement, Option, Activity | The following table summarizes activity related to the Company’s stock options held by employees for the nine months ended March 31, 2022: 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 March 31, 2022 724 — $ 103.88 3.71 $ 1,781 Exercisable as of March 31, 2022 597 — $ 108.29 3.45 $ 1,781 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 Pension Plans and Cumulative Translation Adjustments Accumulated Balance as of December 31, 2021 $ (44,596) $ 11,964 $ (32,632) Other comprehensive loss — (5,912) (5,912) Amounts reclassified from accumulated other comprehensive loss (a) 510 — 510 Income tax benefit (expense) 2,675 (1,651) 1,024 Other comprehensive income (loss) 3,185 (7,563) (4,378) Balance as of March 31, 2022 $ (41,411) $ 4,401 $ (37,010) Three Months Ended March 31, 2021 Pension Plans and Cumulative Translation Adjustments Accumulated Balance as of December 31, 2020 $ (39,598) $ 10,869 $ (28,729) Other comprehensive income — 1,499 1,499 Amounts reclassified from accumulated other comprehensive loss (a) 416 — 416 Income tax expense (76) (274) (350) Other comprehensive income 340 1,225 1,565 Balance as of March 31, 2021 $ (39,258) $ 12,094 $ (27,164) Nine Months Ended March 31, 2022 Pension Plans and Cumulative Translation Adjustments Accumulated Balance as of June 30, 2021 $ (45,425) $ 15,153 $ (30,272) Other comprehensive loss — (9,844) (9,844) Amounts reclassified from accumulated other comprehensive loss (a) 1,530 — 1,530 Income tax benefit (expense) 2,484 (908) 1,576 Other comprehensive income (loss) 4,014 (10,752) (6,738) Balance as of March 31, 2022 $ (41,411) $ 4,401 $ (37,010) Nine Months Ended March 31, 2021 Pension Plans and Cumulative Translation Adjustments Accumulated Balance as of June 30, 2020 $ (40,248) $ (10,225) $ (50,473) Other comprehensive income — 27,333 27,333 Amounts reclassified from accumulated other comprehensive loss (a) 1,310 — 1,310 Income tax expense (320) (5,014) (5,334) Other comprehensive income 990 22,319 23,309 Balance as of March 31, 2021 $ (39,258) $ 12,094 $ (27,164) _____________ (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) | 9 Months Ended |
Mar. 31, 2022 | |
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 and nine months ended March 31, 2022 and 2021: Three Months Ended March 31, Nine Months Ended March 31, 2022 2021 2022 2021 Revenues $ 35,259 $ 16,291 $ 70,148 $ 23,752 Operating expenses (credits): Direct operating — media rights fees $ 40,948 $ 35,007 $ 122,206 $ 108,971 Direct operating — revenue sharing expenses 1,075 181 3,060 277 Direct operating — reimbursement under Arena License Arrangement (6,812) (174) (13,276) (1,415) General and administrative with MSG Sports — net of TSA credits (9,159) (8,476) (28,888) (29,379) Direct operating — origination, master control and technical services 1,232 1,208 3,648 3,576 Other operating expenses, net 279 838 3,388 753 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 Entertainment MSG Networks Tao Group Hospitality Purchase Inter-segment eliminations Total Revenues $ 194,585 $ 167,569 $ 108,572 $ — $ (10,599) $ 460,127 Direct operating expenses 110,688 87,174 63,783 1,622 (791) 262,476 Selling, general and administrative expenses 94,603 32,237 40,376 — (9,618) 157,598 Depreciation and amortization 18,522 1,764 6,490 1,863 — 28,639 Impairment and other (gains) losses, net (245) — (5,074) — — (5,319) Restructuring charges 14,238 452 — — — 14,690 Operating income (loss) $ (43,221) $ 45,942 $ 2,997 $ (3,485) $ (190) $ 2,043 Loss in equity method investments (1,528) Interest income 774 Interest expense (5,831) Miscellaneous expense, net (a) (8,449) Loss from operations before income taxes $ (12,991) Reconciliation of operating loss to adjusted operating income (loss): Operating income (loss) $ (43,221) $ 45,942 $ 2,997 $ (3,485) $ (190) $ 2,043 Add back: Non-cash portion of arena license fees from MSG Sports (12,073) — — — — (12,073) Share-based compensation 10,399 1,758 1,876 — — 14,033 Depreciation and amortization 18,522 1,764 6,490 1,863 — 28,639 Amortization for capitalized cloud computing costs 38 43 — — — 81 Merger and acquisition related costs 1,647 866 247 — — 2,760 Impairment and other (gains) losses, net (245) — (5,074) — — (5,319) Restructuring charges 14,238 452 — — — 14,690 Other purchase accounting adjustments — — — 1,622 — 1,622 Adjusted operating income (loss) $ (10,695) $ 50,825 $ 6,536 $ — $ (190) $ 46,476 Other information: Capital expenditures $ 200,958 $ 320 $ 5,295 $ — $ — $ 206,573 Three Months Ended March 31, 2021 Entertainment MSG Networks Tao Group Hospitality Purchase Inter-segment eliminations Total Revenues $ 30,957 $ 177,853 $ 12,790 $ — $ (7,282) $ 214,318 Direct operating expenses 24,644 74,392 10,480 887 (381) 110,022 Selling, general and administrative expenses 67,286 31,743 11,025 — (6,629) 103,425 Depreciation and amortization 19,081 1,833 1,130 17,567 — 39,611 Operating income (loss) $ (80,054) $ 69,885 $ (9,845) $ (18,454) $ (272) $ (38,740) Loss in equity method investments (2,314) Interest income 792 Interest expense (6,503) Miscellaneous income, net (a) 27,483 Loss from operations before income taxes $ (19,282) Reconciliation of operating loss to adjusted operating income (loss): Operating income (loss) $ (80,054) $ 69,885 $ (9,845) $ (18,454) $ (272) $ (38,740) Add back: Non-cash portion of arena license fees from MSG Sports (7,564) — — — — (7,564) Share-based compensation 6,799 3,324 1,314 — — 11,437 Depreciation and amortization 19,081 1,833 1,130 17,567 — 39,611 Merger and acquisition related costs 11,267 1,238 2,764 — — 15,269 Other purchase accounting adjustments — — — 887 — 887 Adjusted operating income (loss) $ (50,471) $ 76,280 $ (4,637) $ — $ (272) $ 20,900 Other information: Capital expenditures $ 102,026 $ 447 $ 295 $ — $ — $ 102,768 Nine Months Ended March 31, 2022 Entertainment MSG Networks Tao Group Hospitality Purchase Inter-segment eliminations Total Revenues $ 476,434 $ 469,023 $ 345,122 $ — $ (19,503) $ 1,271,076 Direct operating expenses 294,333 241,521 185,756 4,745 (1,860) 724,495 Selling, general and administrative expenses 279,081 117,404 115,155 — (16,926) 494,714 Depreciation and amortization 57,202 5,317 19,111 6,972 — 88,602 Impairment and other (gains) losses, net (245) — (4,699) (536) — (5,480) Restructuring charges 14,238 452 — — — 14,690 Operating income (loss) $ (168,175) $ 104,329 $ 29,799 $ (11,181) $ (717) $ (45,945) Loss in equity method investments (4,509) Interest income 2,322 Interest expense (23,246) Miscellaneous expense, net (a) (28,096) Loss from operations before income taxes $ (99,474) Reconciliation of operating loss to adjusted operating income (loss): Operating income (loss) $ (168,175) $ 104,329 $ 29,799 $ (11,181) $ (717) $ (45,945) Add back: Non-cash portion of arena license fees from MSG Sports (23,962) — — — — (23,962) Share-based compensation 36,697 15,290 5,745 — — 57,732 Depreciation and amortization 57,202 5,317 19,111 6,972 — 88,602 Amortization for capitalized cloud computing costs 45 131 — — — 176 Merger and acquisition related costs 17,095 24,941 247 — — 42,283 Impairment and other (gains) losses, net (245) — (4,699) (536) — (5,480) Restructuring charges 14,238 452 — — — 14,690 Other purchase accounting adjustments — — — 4,745 — 4,745 Adjusted operating income (loss) $ (67,105) $ 150,460 $ 50,203 $ — $ (717) $ 132,841 Other information: Capital expenditures $ 500,714 $ 2,369 $ 16,566 $ — $ — $ 519,649 Nine Months Ended March 31, 2021 Entertainment MSG Networks Tao Group Hospitality Purchase Inter-segment eliminations Total Revenues $ 51,181 $ 481,455 $ 30,502 $ — $ (9,522) $ 553,616 Direct operating expenses 71,668 196,497 31,288 2,735 (438) 301,750 Selling, general and administrative expenses 185,666 75,962 27,759 — (8,287) 281,100 Depreciation and amortization 60,341 5,463 3,739 24,155 — 93,698 Restructuring charges 21,299 — — — — 21,299 Operating income (loss) $ (287,793) $ 203,533 $ (32,284) $ (26,890) $ (797) $ (144,231) Loss in equity method investments (5,578) Interest income 2,401 Interest expense (17,038) Miscellaneous income, net (a) 53,932 Loss from operations before income taxes $ (110,514) Reconciliation of operating loss to adjusted operating income (loss): Operating income (loss) $ (287,793) $ 203,533 $ (32,284) $ (26,890) $ (797) $ (144,231) Add back: Non-cash portion of arena license fees from MSG Sports (8,740) — — — — (8,740) Share-based compensation 39,606 14,217 3,598 — — 57,421 Depreciation and amortization 60,341 5,463 3,739 24,155 — 93,698 Merger and acquisition related costs 11,479 1,238 2,764 — — 15,481 Impairment and other (gains) losses, net — — — — — — Restructuring charges 21,299 — — — — 21,299 Other purchase accounting adjustments — — — 2,735 — 2,735 Adjusted operating income (loss) $ (163,808) $ 224,451 $ (22,183) $ — $ (797) $ 37,663 Other information: Capital expenditures $ 320,370 $ 2,980 $ 1,247 $ — $ — $ 324,597 _________________ (a) Miscellaneous income (expense), net includes the following: Three Months Ended Nine Months Ended March 31, March 31, 2022 2021 2022 2021 Unrealized gain (loss) on equity investments with readily determinable fair value, see Note 8 for further details. $ (8,688) $ 26,231 $ (28,303) $ 52,662 Non-service cost components of net periodic pension and postretirement benefit costs (9) (27) (25) (147) Others, net 248 1,279 232 1,417 Total $ (8,449) $ 27,483 $ (28,096) $ 53,932 |
Schedules of Concentration of Risk, by Risk Factor | Accounts receivable, net on the accompanying consolidated balance sheets as of March 31, 2022 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: March 31, 2022 June 30, 2021 Customer A 16 % 17 % Customer B 12 % 16 % Customer C 11 % 15 % Revenues in the accompanying consolidated statements of operations for the three and nine months ended March 31, 2022 and 2021 include amounts from the following individual customers, which accounted for the noted percentages of the total: Three Months Ended Nine Months Ended March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021 Customer 1 9 % 20 % 10 % 23 % Customer 2 9 % 19 % 9 % 22 % The accompanying consolidated balance sheets as of March 31, 2022 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: March 31, 2022 June 30, 2021 Prepaid expenses $ 650 $ 1,400 Other current assets 2,700 3,700 Other assets 30,000 31,100 $ 33,350 $ 36,200 |
Description of Business and B_3
Description of Business and Basis of Presentation (Details) $ / shares in Units, $ in Thousands | Jul. 09, 2021$ / sharesshares | Mar. 31, 2022USD ($)$ / shares | Mar. 31, 2021USD ($) | Mar. 31, 2022USD ($)segments$ / shares | Mar. 31, 2021USD ($) | Jun. 30, 2021$ / shares | Mar. 31, 2020venue |
Conversion of Stock [Line Items] | |||||||
Number of reportable segments | segments | 3 | ||||||
Impairment and other gain (loss), net | $ | $ 5,319 | $ 0 | $ 5,480 | $ 0 | |||
Number of venues permanently closed | venue | 3 | ||||||
Common Class A [Member] | |||||||
Conversion of Stock [Line Items] | |||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common Class A [Member] | MSG Networks | |||||||
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 | $ / shares | $ 0.01 | ||||||
Common Class B [Member] | |||||||
Conversion of Stock [Line Items] | |||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common Class B [Member] | MSG Networks | |||||||
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 | $ / shares | $ 0.01 |
Description of Business and B_4
Description of Business and Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021 | Mar. 31, 2021 | |
Description of Business And Basis of Presentation [Abstract] | ||
Decrease in net loss attributable to Madison Square Garden Entertainment Corp.’s stockholders | $ 48,038 | $ 163,203 |
Increase (decrease) in other comprehensive income (loss) | $ 1,257 | $ (4,956) |
Decrease in net loss per common share attributable to Madison Square Garden Entertainment Corp.'s stockholders, basic (in dollars per share) | $ 2.28 | $ 8.16 |
Decrease in net loss per common share attributable to Madison Square Garden Entertainment Corp.'s stockholders, diluted (in dollars per share) | $ 2.28 | $ 8.16 |
Accounting Policies (Details)
Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Accounting Policies [Line Items] | ||||
Advertising Expense | $ 14,521 | $ 12,852 | $ 35,193 | $ 23,029 |
Acquisition (Details)
Acquisition (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Mar. 31, 2022 | Apr. 01, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Apr. 27, 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) | (7,500) | ||||
Hakkasan | Change In Ownership | Goodwill | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | (480) | (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) | (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) | (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 | $ 1,534 | ||||
Hakkasan | Adjusted After Measuring Period Adjustment | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 16,737 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 33,393 | |||||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Right-of-use lease assets | 44,818 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 40,150 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 12,641 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (14,423) | |||||
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation | (52,025) | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (13,655) | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 67,636 | |||||
Goodwill | 1,364 | |||||
Redeemable Noncontrolling Interest, Equity, Other, Fair Value | $ (69,000) | |||||
Hakkasan | Previously Reported | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 16,737 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 33,393 | |||||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Right-of-use lease assets | 44,818 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 47,170 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 12,641 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (15,957) | |||||
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation | (52,025) | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (13,655) | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 73,122 | |||||
Goodwill | 3,378 | |||||
Redeemable Noncontrolling Interest, Equity, Other, Fair Value | (76,500) | |||||
Hakkasan | Revision of Prior Period, Adjustment | ||||||
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 Group Hospitality | ||||||
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 | Tao Group Hospitality | Subsequent Event [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Equity interest in acquiree, percent | 79.10% | |||||
Hakkasan Parent | Tao Group Hospitality | ||||||
Business Acquisition [Line Items] | ||||||
Equity interest in acquiree, percent | 77.80% | |||||
Hakkasan Parent | Hakkasan | Tao Group Hospitality | ||||||
Business Acquisition [Line Items] | ||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 18.00% | 15.00% | 18.00% |
Restructuring and Related Act_3
Restructuring and Related Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Restructuring and Related Activities [Abstract] | ||||
Restructuring Reserve | $ 14,690 | $ 14,690 | ||
Employee benefits and share-based compensation | 4,589 | |||
Restructuring charges | $ 14,690 | $ 0 | $ 14,690 | $ 21,299 |
Revenue Recognition - Overview
Revenue Recognition - Overview (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |||||
Revenue Not from Contract with Customer, Other | $ 31,052 | $ 12,186 | $ 62,564 | $ 15,267 | |
Accounts Receivable, Allowance for Credit Loss, Current | $ 5,297 | 5,297 | $ 6,449 | ||
Provision for Other Credit Losses | 1,170 | ||||
Financing Receivable, Allowance for Credit Loss, Writeoff | $ (2,322) |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | $ 429,075 | $ 202,132 | $ 1,208,512 | $ 538,349 | ||||
Inter-segment eliminations | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | (10,599) | (7,282) | (19,503) | (9,522) | ||||
Entertainment | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 163,533 | 18,771 | 413,870 | 35,914 | ||||
MSG Networks | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 167,569 | 177,853 | 469,023 | 481,455 | ||||
Tao Group Hospitality | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 108,572 | 12,790 | 345,122 | 30,502 | ||||
Ticketing and Venue License Fee Revenues [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [1] | 46,867 | 2,747 | 172,844 | 4,445 | |||
Ticketing and Venue License Fee Revenues [Member] | Inter-segment eliminations | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [1] | 0 | 0 | 0 | 0 | |||
Ticketing and Venue License Fee Revenues [Member] | Entertainment | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [1] | 46,867 | 2,747 | 172,844 | 4,445 | |||
Ticketing and Venue License Fee Revenues [Member] | MSG Networks | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [1] | 0 | 0 | 0 | 0 | |||
Ticketing and Venue License Fee Revenues [Member] | Tao Group Hospitality | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [1] | 0 | 0 | 0 | 0 | |||
Sponsorship and Signage, Suite and Advertising Commission Revenues [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [2] | 69,378 | 8,317 | 142,877 | 21,276 | |||
Sponsorship and Signage, Suite and Advertising Commission Revenues [Member] | Inter-segment eliminations | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [2] | (10,253) | (6,637) | (18,169) | (8,667) | |||
Sponsorship and Signage, Suite and Advertising Commission Revenues [Member] | Entertainment | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [2] | 79,631 | 14,954 | 161,046 | 29,943 | |||
Sponsorship and Signage, Suite and Advertising Commission Revenues [Member] | MSG Networks | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [2] | 0 | 0 | 0 | 0 | |||
Sponsorship and Signage, Suite and Advertising Commission Revenues [Member] | Tao Group Hospitality | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [2] | 0 | 0 | 0 | 0 | |||
Revenues from Entertainment Dining and Nightlife Offerings [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [3] | 108,226 | 12,145 | 343,788 | 29,647 | |||
Revenues from Entertainment Dining and Nightlife Offerings [Member] | Inter-segment eliminations | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [3] | (346) | (645) | (1,334) | (855) | |||
Revenues from Entertainment Dining and Nightlife Offerings [Member] | Entertainment | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [3] | 0 | 0 | 0 | 0 | |||
Revenues from Entertainment Dining and Nightlife Offerings [Member] | MSG Networks | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [3] | 0 | 0 | 0 | 0 | |||
Revenues from Entertainment Dining and Nightlife Offerings [Member] | Tao Group Hospitality | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [3] | 108,572 | 12,790 | 345,122 | 30,502 | |||
Food, Beverage and Merchandise Revenues [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 36,344 | 246 | 78,032 | 139 | ||||
Food, Beverage and Merchandise Revenues [Member] | Inter-segment eliminations | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 0 | 0 | 0 | 0 | ||||
Food, Beverage and Merchandise Revenues [Member] | Entertainment | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 36,344 | 246 | 78,032 | 139 | ||||
Food, Beverage and Merchandise Revenues [Member] | MSG Networks | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 0 | 0 | 0 | 0 | ||||
Food, Beverage and Merchandise Revenues [Member] | Tao Group Hospitality | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 0 | 0 | 0 | 0 | ||||
Media Networks Revenue | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [4] | 167,569 | 177,853 | 469,023 | 481,455 | |||
Media Networks Revenue | Inter-segment eliminations | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [4] | 0 | 0 | 0 | 0 | |||
Media Networks Revenue | Entertainment | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [4] | 0 | 0 | 0 | 0 | |||
Media Networks Revenue | MSG Networks | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [4] | 167,569 | 177,853 | 469,023 | 481,455 | |||
Media Networks Revenue | Tao Group Hospitality | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [4] | 0 | 0 | 0 | 0 | |||
Other [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 691 | 824 | 1,948 | 1,387 | ||||
Other [Member] | Inter-segment eliminations | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 0 | 0 | 0 | 0 | ||||
Other [Member] | Entertainment | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 691 | 824 | 1,948 | 1,387 | ||||
Other [Member] | MSG Networks | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 0 | 0 | 0 | 0 | ||||
Other [Member] | Tao Group Hospitality | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 0 | 0 | 0 | 0 | ||||
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 | [5] | 191,049 | 14,518 | 584,634 | 31,043 | |||
Transferred at Point in Time [Member] | Event-related and entertainment dining and nightlife offerings [Member] | Inter-segment eliminations | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [5] | 0 | (570) | (838) | (613) | |||
Transferred at Point in Time [Member] | Event-related and entertainment dining and nightlife offerings [Member] | Entertainment | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [5] | 90,899 | 3,710 | 268,391 | 5,439 | |||
Transferred at Point in Time [Member] | Event-related and entertainment dining and nightlife offerings [Member] | MSG Networks | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [5] | 0 | 0 | 0 | 0 | |||
Transferred at Point in Time [Member] | Event-related and entertainment dining and nightlife offerings [Member] | Tao Group Hospitality | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [5] | 100,150 | 11,378 | 317,081 | 26,217 | |||
Transferred at Point in Time [Member] | Other [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [6] | 15,743 | 6,537 | 44,439 | 14,724 | |||
Transferred at Point in Time [Member] | Other [Member] | Inter-segment eliminations | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [6] | (9,966) | (6,712) | (17,511) | (8,698) | |||
Transferred at Point in Time [Member] | Other [Member] | Entertainment | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [6] | 17,025 | 10,844 | 31,914 | 17,735 | |||
Transferred at Point in Time [Member] | Other [Member] | MSG Networks | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 1,634 | 1,641 | [6] | 3,992 | [6] | 2,536 | ||
Transferred at Point in Time [Member] | Other [Member] | Tao Group Hospitality | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 7,050 | [6] | 764 | [6] | 26,044 | [6] | 3,151 | |
Transferred over Time [Member] | Sponsorship, signage and suite licenses [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [7] | 59,036 | 6,420 | 119,519 | 15,910 | |||
Transferred over Time [Member] | Sponsorship, signage and suite licenses [Member] | Inter-segment eliminations | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [7] | (633) | 0 | (1,154) | (211) | |||
Transferred over Time [Member] | Sponsorship, signage and suite licenses [Member] | Entertainment | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [7] | 55,609 | 4,217 | 113,565 | 12,740 | |||
Transferred over Time [Member] | Sponsorship, signage and suite licenses [Member] | Entertainment | Inter-segment eliminations | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 9,621 | 6,637 | 17,016 | 8,456 | ||||
Transferred over Time [Member] | Sponsorship, signage and suite licenses [Member] | MSG Networks | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [7] | 2,688 | 1,555 | 5,111 | 2,247 | |||
Transferred over Time [Member] | Sponsorship, signage and suite licenses [Member] | Tao Group Hospitality | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [7] | 1,372 | 648 | 1,997 | 1,134 | |||
Transferred over Time [Member] | Media Networks Affiliation and Advertising | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [8] | 163,247 | 174,657 | 459,920 | 476,672 | |||
Transferred over Time [Member] | Media Networks Affiliation and Advertising | Inter-segment eliminations | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [8] | 0 | 0 | 0 | 0 | |||
Transferred over Time [Member] | Media Networks Affiliation and Advertising | Entertainment | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [8] | 0 | 0 | 0 | 0 | |||
Transferred over Time [Member] | Media Networks Affiliation and Advertising | MSG Networks | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [8] | 163,247 | 174,657 | 459,920 | 476,672 | |||
Transferred over Time [Member] | Media Networks Affiliation and Advertising | Tao Group Hospitality | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [8] | $ 0 | $ 0 | $ 0 | $ 0 | |||
[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 (i) revenues from sponsorship sales and representation agreements with MSG Sports and (ii) advertising commission revenues recognized by the Entertainment segment from the MSG Networks segment of $9,621 and $17,016 for the three and nine months ended March 31, 2022, respectively, and $6,637 and $8,456 for the three and nine months ended March 31, 2021, respectively, that are eliminated in consolidation. | |||||||
[3] | Primarily consist of revenues from (i) entertainment dining and nightlife offerings and (ii) venue management agreements. | |||||||
[4] | Primarily consist of affiliation fees from Distributors and, to a lesser extent, advertising revenues through the sale of commercial time and other advertising inventory during MSG Networks programming. | |||||||
[5] | Consists of (i) ticket sales and other ticket-related revenues, (ii) Tao Group Hospitality’s entertainment dining and nightlife offerings, (iii) venue license fees from third-party promoters, and (iv) food, beverage and merchandise sales. Event-related revenues and entertainment dining and nightlife offerings are recognized at a point in time. As such, these revenues have been included in the same category in the table above. | |||||||
[6] | Primarily consists of (i) revenues from sponsorship sales and representation agreements with MSG Sports, (ii) Tao Group Hospitality’s managed venue revenues, and (iii) advertising commission revenues recognized by the Entertainment segment from the MSG Networks segment of $9,621 and $17,016 for the three and nine months ended March 31, 2022, respectively, and $6,637 and $8,456 for the three and nine months ended March 31, 2021, respectively, that are eliminated in consolidation. | |||||||
[7] | See Note 4 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K, for further details on the pattern of recognition of sponsorship, signage and suite license revenues. | |||||||
[8] | See “ — Note 2. Accounting Policies — Summary of Significant Accounting Policies — Revenue Recognition — Media Affiliation Fee and Advertising Revenues” for further details on the pattern of recognition of Media affiliation fee and advertising revenues in the MSG Networks segment. |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Mar. 31, 2022 | Jun. 30, 2021 | ||
Contract Assets and Liabilities [Line Items] | |||
Contract with Customer, Deferred Revenue, Revenue Recognized | $ 126,473 | ||
Accounts Receivable and Related Party Receivables [Member] | |||
Contract Assets and Liabilities [Line Items] | |||
Contracts with customers, assets, net | [1] | 253,584 | $ 185,112 |
Other Current Assets [Member] | |||
Contract Assets and Liabilities [Line Items] | |||
Contracts with customers, assets, net | [2] | 17,722 | 7,052 |
Other Assets | |||
Contract Assets and Liabilities [Line Items] | |||
Contracts with customers, assets, net | [2] | 585 | 87 |
Deferred Revenue and Other Liabilities [Member] | |||
Contract Assets and Liabilities [Line Items] | |||
Deferred revenue, including non-current portion | [3] | 264,233 | 210,187 |
Affiliated Entities [Member] | Net related party receivables [Member] | |||
Contract Assets and Liabilities [Line Items] | |||
Contracts with customers, assets, net | [1] | $ 10,041 | $ 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 March 31, 2022 and June 30, 2021, the Company’s receivables from contracts with customers above included $10,041 and $4,848, respectively, related to various related parties. See Note 19 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 nine months ended March 31, 2022 relating to the contract liability balance (primarily deferred revenue) as of June 30, 2021 was $126,473. |
Revenue Recognition - Remaining
Revenue Recognition - Remaining Performance Obligation (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 667,898 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 74,248 |
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 | $ 183,766 |
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 | $ 151,275 |
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 | $ 101,176 |
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 | $ 70,259 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 87,174 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Computation of Loss per Commo_3
Computation of Loss per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | ||
Earnings Per Share [Abstract] | |||||
Decrease in net loss attributable to Madison Square Garden Entertainment Corp.’s stockholders | $ (17,491) | $ (18,260) | $ (94,452) | $ (109,888) | |
Redeemable noncontrolling interest adjustment to redemption fair value | 0 | 8,728 | 0 | (8,728) | |
Net Income (Loss) Available to Common Stockholders, Basic | $ (17,491) | $ (26,988) | $ (94,452) | $ (118,616) | |
Weighted-average shares for basic EPS | [1] | 34,320 | 34,060 | 34,230 | 34,083 |
Weighted-average shares for diluted EPS | 34,320 | 34,060 | 34,230 | 34,083 | |
Basic earnings (loss) per common share attributable to Madison Square Garden Entertainment Corp.’s stockholders | $ (0.51) | $ (0.79) | $ (2.76) | $ (3.48) | |
[1] | 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 16 for further detail. |
Cash, Cash Equivalents and Re_3
Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | |
Cash, Cash Equivalents and Restricted Cash [Abstract] | |||||
Cash and cash equivalents | $ 999,063 | $ 1,516,992 | $ 1,601,765 | $ 1,103,392 | |
Restricted cash | [1] | 21,690 | 22,984 | 24,610 | 17,749 |
Cash, cash equivalents and restricted cash on the consolidated statements of cash flows | $ 1,020,753 | $ 1,539,976 | $ 1,626,375 | $ 1,121,141 | |
[1] | See Note 2 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K, for more information regarding the nature of restricted cash. |
Investments in Nonconsolidate_4
Investments in Nonconsolidated Affiliates (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jun. 30, 2021 | |
Schedule of Investments [Line Items] | |||
Investments | $ 44,697 | $ 49,221 | |
Equity Method Investments [Member] | SACO [Member] | |||
Schedule of Investments [Line Items] | |||
Ownership Percentage | 30.00% | 30.00% | |
Investments | $ 32,387 | $ 36,265 | |
Equity Method Investments [Member] | Other Equity Method Investee [Member] | |||
Schedule of Investments [Line Items] | |||
Investments | 5,313 | 6,204 | |
Equity Securities Investment Without Readily Determinable Fair Value [Member] | Other Investees [Member] | |||
Schedule of Investments [Line Items] | |||
Investments | [1] | $ 6,997 | $ 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 and nine months ended March 31, 2022 and 2021, the Company did not have impairment charges or change in carrying value recorded to its equity securities without readily determinable fair values. |
Investments in Nonconsolidate_5
Investments in Nonconsolidated Affiliates - Equity Investment with Readily Determinable Fair Value (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | |
Debt and Equity Securities, FV-NI [Line Items] | |||||
Cost of equity investment with readily determinable fair value | $ 29,258 | $ 29,258 | $ 29,258 | ||
Equity Securities, FV-NI | 57,961 | 57,961 | $ 86,264 | ||
Unrealized gain (loss) | (28,303) | $ 52,662 | |||
Total gain (loss) | (8,688) | $ 26,231 | (28,303) | 52,662 | |
Proceeds from sale of equity securities | 0 | 22,079 | |||
Townsquare [Member] | |||||
Debt and Equity Securities, FV-NI [Line Items] | |||||
Unrealized gain (loss) | $ (1,732) | 13,057 | $ 129 | 20,083 | |
Townsquare [Member] | Common Stock | |||||
Debt and Equity Securities, FV-NI [Line Items] | |||||
Investment Owned, Balance, Shares | 3,208 | 3,208 | |||
Townsquare [Member] | Common Stock | Common Class A [Member] | |||||
Debt and Equity Securities, FV-NI [Line Items] | |||||
Investment Owned, Balance, Shares | 583 | 583 | 583 | ||
Cost of equity investment with readily determinable fair value | $ 4,221 | $ 4,221 | $ 4,221 | ||
Equity Securities, FV-NI | $ 7,458 | $ 7,458 | $ 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 | 2,625 | ||
Cost of equity investment with readily determinable fair value | $ 19,001 | $ 19,001 | $ 19,001 | ||
Equity Securities, FV-NI | 33,574 | 33,574 | $ 33,469 | ||
Draftkings [Member] | |||||
Debt and Equity Securities, FV-NI [Line Items] | |||||
Unrealized gain (loss) | (6,956) | 12,842 | (28,432) | 34,906 | |
Realized gain (loss) | $ 0 | $ 332 | $ 0 | $ (2,327) | |
Draftkings [Member] | Common Class A [Member] | |||||
Debt and Equity Securities, FV-NI [Line Items] | |||||
Investment Owned, Balance, Shares | 869 | 869 | 869 | ||
Cost of equity investment with readily determinable fair value | $ 6,036 | $ 6,036 | $ 6,036 | ||
Equity Securities, FV-NI | $ 16,929 | $ 16,929 | $ 45,360 | ||
Draftkings [Member] | Common Stock | |||||
Debt and Equity Securities, FV-NI [Line Items] | |||||
Investment Owned, Balance, Shares | 869 | 869 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | ||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment | $ 3,667,974 | $ 3,667,974 | $ 3,040,833 | |||
Less accumulated depreciation and amortization | (960,781) | (960,781) | (884,541) | |||
Property and equipment, net | 2,707,193 | 2,707,193 | 2,156,292 | |||
Capital expenditures incurred but not yet paid | 192,360 | $ 67,954 | ||||
Other Accrued Liabilities, Current | 310,030 | 310,030 | 210,749 | |||
Depreciation | 24,273 | $ 21,695 | 75,494 | $ 68,284 | ||
Land [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment | 146,344 | 146,344 | 150,750 | |||
Building [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment | 997,340 | 997,340 | 996,295 | |||
Equipment [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment | 426,857 | 426,857 | 405,835 | |||
Air Transportation Equipment [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment | 38,093 | 38,093 | 38,090 | |||
Furniture and Fixtures [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment | 39,592 | 39,592 | 40,660 | |||
Leasehold Improvements [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment | 232,931 | 232,931 | 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] | 1,786,817 | $ 1,786,817 | 1,194,525 | ||
Capital expenditures incurred but not yet paid | $ 12,272 | $ 13,312 | ||||
Property, Plant and Equipment, Other Types [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Other Accrued Liabilities, Current | $ 106,990 | |||||
[1] | Interest is capitalized during the construction period for significant long term construction projects. The Company capitalizes interest within the Entertainment segment in connection with the construction of MSG Sphere in Las Vegas. For the three and nine months ended March 31, 2022, the Company capitalized $12,272 and $32,202 of interest, respectively. As disclosed on the Company’s Form 10-K/A filed on February 9, 2022 |
Leases (Lease term) (Details)
Leases (Lease term) (Details) | 9 Months Ended |
Mar. 31, 2022 | |
Lessee, Lease, Description [Line Items] | |
Option to extend | In certain instances, leases include options to renew, with varying option terms in each case. The exercise of lease renewal options is generally at the Company’s discretion and is considered in the Company’s assessment of the respective lease term. |
Covenant | The Company’s lease agreements do not contain material residual value guarantees or material restrictive covenants. |
Minimum [Member] | |
Lessee, Lease, Description [Line Items] | |
Term of contract | 3 months 18 days |
Maximum [Member] | |
Lessee, Lease, Description [Line Items] | |
Term of contract | 35 years |
MSG Sphere [Member] | |
Lessee, Lease, Description [Line Items] | |
After tax cash flow in excess of objective, percent | 25.00% |
Ground lease, term | 50 years |
Leases (Assets and Liabilities
Leases (Assets and Liabilities Recognized) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jun. 30, 2021 |
Lessee, Lease, Description [Line Items] | ||
Right-of-use lease assets | $ 462,479 | $ 280,579 |
Operating lease liabilities, current | 67,012 | 73,423 |
Operating lease liabilities, noncurrent | 440,319 | 233,556 |
Total lease liabilities | 507,331 | 306,979 |
Right of Use Lease Assets [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Right-of-use lease assets | 462,479 | 280,579 |
Current portion of right-of-use lease liabilities [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease liabilities, current | 67,012 | 73,423 |
Long-term right-of-use lease liabilities [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease liabilities, noncurrent | $ 440,319 | $ 233,556 |
Leases (Costs incurred in the p
Leases (Costs incurred in the period) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||||
Lease, cost | $ 19,952 | $ 14,379 | $ 58,176 | $ 40,863 |
Direct Operating Expenses [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, cost | 10,181 | 6,959 | 32,140 | 19,911 |
Variable lease, cost (benefits) | 1,712 | 978 | 3,804 | 1,569 |
Selling, General and Administrative Expenses [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, cost | 8,043 | 6,428 | 22,187 | 19,331 |
Variable lease, cost (benefits) | $ 16 | $ 14 | $ 45 | $ 52 |
Leases (Supplemental Informatio
Leases (Supplemental Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Lease, Lessee, Supplemental Information [Line Items] | |||
Operating lease, payments | $ 47,009 | $ 40,787 | |
Right-of-use asset obtained in exchange for operating lease liability | 337,590 | ||
Proceeds from tenant incentives | $ 15,580 | ||
Weighted average remaining lease term | 12 years 7 months 6 days | 12 years 7 months 6 days | |
Weighted average discount rate, percent | 6.41% | 6.41% | |
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. | ||
Gain from extinguishments and lease modifications | $ 5,074 | $ 2,151 |
Leases (Remaining liabilities)
Leases (Remaining liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jun. 30, 2021 |
Leases [Abstract] | ||
Fiscal Year 2022 (remainder) | $ 10,571 | |
Fiscal Year 2023 | 77,668 | |
Fiscal Year 2024 | 78,861 | |
Fiscal Year 2025 | 56,572 | |
Fiscal Year 2026 | 33,254 | |
Thereafter | 500,083 | |
Total lease payments | 757,009 | |
Less imputed interest | 249,678 | |
Total lease liabilities | 507,331 | $ 306,979 |
Lessee, Lease, Description [Line Items] | ||
Fiscal Year 2022 (remainder) | 10,571 | |
Fiscal Year 2023 | 77,668 | |
Fiscal Year 2024 | 78,861 | |
Fiscal Year 2025 | 56,572 | |
Fiscal Year 2026 | 33,254 | |
Thereafter | 500,083 | |
Total lease payments | 757,009 | |
Renovated Space, Twenty Year Term | ||
Leases [Abstract] | ||
Fiscal Year 2022 (remainder) | 0 | |
Fiscal Year 2023 | 0 | |
Fiscal Year 2024 | 0 | |
Fiscal Year 2025 | 10,121 | |
Fiscal Year 2026 | 19,023 | |
Thereafter | 1,026,207 | |
Total lease payments | 1,055,351 | |
Lessee, Lease, Description [Line Items] | ||
Fiscal Year 2022 (remainder) | 0 | |
Fiscal Year 2023 | 0 | |
Fiscal Year 2024 | 0 | |
Fiscal Year 2025 | 10,121 | |
Fiscal Year 2026 | 19,023 | |
Thereafter | 1,026,207 | |
Total lease payments | $ 1,055,351 |
Leases (Lessor Arrangements) (D
Leases (Lessor Arrangements) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
MSG Sports | The Garden [Member] | ||||
Lessor, Lease, Description [Line Items] | ||||
Operating Lease, Lease Income | $ 29,616 | $ 11,443 | $ 58,798 | $ 13,028 |
Other Related Parties and Third Parties | ||||
Lessor, Lease, Description [Line Items] | ||||
Operating Lease, Lease Income | $ 1,436 | $ 743 | $ 3,766 | $ 2,239 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Carrying Amount of Goodwill By Reportable Segment) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | Apr. 27, 2021 | |
Goodwill [Line Items] | |||||
Goodwill | $ 500,181,000 | $ 502,195,000 | |||
Goodwill, Other Increase (Decrease) | (2,014,000) | ||||
Hakkasan | Noncontrolling Interest [Member] | Change In Ownership | |||||
Goodwill [Line Items] | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | $ (7,500,000) | (7,500,000) | |||
Hakkasan | Goodwill | Change In Ownership | |||||
Goodwill [Line Items] | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | (480,000) | (480,000) | |||
Hakkasan | Goodwill | Other Measurement Period Adjustments | |||||
Goodwill [Line Items] | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | (1,534,000) | (1,534,000) | |||
Hakkasan | Other Intangible Assets [Member] | Change In Ownership | |||||
Goodwill [Line Items] | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | (7,020,000) | (7,020,000) | |||
Hakkasan | Accrued Liabilities | Other Measurement Period Adjustments | |||||
Goodwill [Line Items] | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | $ 1,534,000 | 1,534,000 | |||
Entertainment | |||||
Goodwill [Line Items] | |||||
Goodwill | 74,309,000 | 74,309,000 | |||
Goodwill, Other Increase (Decrease) | 0 | ||||
MSG Networks | |||||
Goodwill [Line Items] | |||||
Goodwill | 424,508,000 | 424,508,000 | |||
Goodwill, Other Increase (Decrease) | 0 | ||||
Tao Group Hospitality | |||||
Goodwill [Line Items] | |||||
Goodwill | 1,364,000 | $ 3,378,000 | |||
Goodwill, Other Increase (Decrease) | $ (2,014,000) | ||||
Goodwill, Impairment Loss | $ 0 | ||||
Tao Group Hospitality | Hakkasan | Hakkasan Parent | |||||
Goodwill [Line Items] | |||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 15.00% | 18.00% | 18.00% |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Schedule of Indefinite-Lived Intangible Assets) (Details) - USD ($) | 3 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
Indefinite-lived Intangible Assets by Major Class [Line Items] | |||
Indefinite-lived Intangible Assets (Excluding Goodwill) | $ 63,801,000 | $ 63,801,000 | |
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) | 61,881,000 | 61,881,000 | |
Photographic related rights [Member] | |||
Indefinite-lived Intangible Assets by Major Class [Line Items] | |||
Indefinite-lived Intangible Assets (Excluding Goodwill) | $ 1,920,000 | $ 1,920,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Schedule of Intangible Assets Subject To Amortization) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jun. 30, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable Intangible Assets,Gross | $ 302,843 | $ 311,041 |
Amortizable Intangible Assets, Accumulated Amortization | (125,774) | (112,767) |
Amortizable Intangible Assets, Net | 177,069 | 198,274 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable Intangible Assets,Gross | 112,990 | 121,000 |
Amortizable Intangible Assets, Accumulated Amortization | (29,661) | (25,605) |
Amortizable Intangible Assets, Net | 83,329 | 95,395 |
Venue Management Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable Intangible Assets,Gross | 85,512 | 85,700 |
Amortizable Intangible Assets, Accumulated Amortization | (22,085) | (17,518) |
Amortizable Intangible Assets, Net | 63,427 | 68,182 |
Alffiliate relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable Intangible Assets,Gross | 83,044 | 83,044 |
Amortizable Intangible Assets, Accumulated Amortization | (58,816) | (56,221) |
Amortizable Intangible Assets, Net | 24,228 | 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 | (8,087) | (6,913) |
Amortizable Intangible Assets, Net | 913 | 2,087 |
Festival Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable Intangible Assets,Gross | 8,080 | 8,080 |
Amortizable Intangible Assets, Accumulated Amortization | (3,100) | (2,696) |
Amortizable Intangible Assets, Net | 4,980 | 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 | (4,025) | (3,814) |
Amortizable Intangible Assets, Net | $ 192 | $ 403 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Amortization Expense - Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of Intangible Assets | $ 4,366 | $ 17,916 | $ 13,108 | $ 25,414 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | Sep. 10, 2021claim | Mar. 31, 2022claim | Jun. 30, 2021USD ($) |
Loss Contingencies [Line Items] | |||
Contractual Obligation, to be Paid, Year One | $ 276,707 | ||
Contractual Obligation, to be Paid, Year Two | 273,370 | ||
Contractual Obligation, to be Paid, Year Three | 253,485 | ||
Contractual Obligation, to be Paid, Year Four | 246,013 | ||
Contractual Obligation, to be Paid, Year Five | 249,584 | ||
Contractual Obligation, to be Paid, after Year Five | 2,347,091 | ||
Contractual Obligation | $ 3,646,250 | ||
Loss contingency, new claims filed, number | claim | 2 | ||
MSG Networks Inc. Merger | |||
Loss Contingencies [Line Items] | |||
Loss contingency, new claims filed, number | claim | 15 | ||
Loss contingency, new claims filed with incomplete and misleading information | claim | 9 | ||
Loss contingency, new claims filed involving fiduciary breaches | claim | 6 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Assets Measured on Recurring Basis) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jun. 30, 2021 | |
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total assets measured at fair value | $ 996,664 | $ 1,447,993 | |
Money Market Funds And Time Deposits | 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] | 938,703 | 1,361,729 |
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] | $ 57,961 | $ 86,264 |
[1] | The carrying amount of the Company’s cash equivalents in money market accounts, time deposits, and U.S. treasury bills approximate fair value due to their short-term maturities. | ||
[2] | See Note 8 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 ($) | Oct. 11, 2019 | May 23, 2019 | Nov. 30, 2020 | Mar. 31, 2022 | Jun. 30, 2021 | Sep. 28, 2015 | |
Debt [Member] | MSG Networks Term Loan Facility | |||||||
Liabilities [Abstract] | |||||||
Carrying Value | [1] | $ 1,010,625,000 | $ 1,047,750,000 | ||||
Fair Value | [1] | 1,000,519,000 | 1,042,510,000 | ||||
Debt [Member] | National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | |||||||
Liabilities [Abstract] | |||||||
Carrying Value | [1] | 641,875,000 | 646,750,000 | ||||
Fair Value | [1] | 645,084,000 | 669,386,000 | ||||
Debt [Member] | TAO 2019 Senior Credit Agreement [Member] | |||||||
Liabilities [Abstract] | |||||||
Carrying Value | [1] | 25,000,000 | 43,750,000 | ||||
Fair Value | [1] | $ 24,862,000 | $ 43,851,000 | ||||
Secured Debt [Member] | Tao Group Hospitality | |||||||
Liabilities [Abstract] | |||||||
Face amount | $ 40,000,000 | ||||||
Debt instrument term | 5 years | ||||||
Secured Debt [Member] | MSG Networks | |||||||
Liabilities [Abstract] | |||||||
Face amount | $ 1,100,000,000 | $ 1,550,000,000 | |||||
Debt instrument term | 5 years | ||||||
Secured Debt [Member] | National Properties | |||||||
Liabilities [Abstract] | |||||||
Face amount | $ 650,000,000 | ||||||
Debt instrument term | 5 years | ||||||
Revolving Credit Facility [Member] | Tao Group Hospitality | |||||||
Liabilities [Abstract] | |||||||
Face amount | $ 25,000,000 | ||||||
Debt instrument term | 5 years | ||||||
Revolving Credit Facility [Member] | MSG Networks | |||||||
Liabilities [Abstract] | |||||||
Face amount | $ 250,000,000 | $ 250,000,000 | |||||
Debt instrument term | 5 years | ||||||
[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 a five-year $650,000 term loan facility. The Company’s long-term debt is classified within Level II of the fair value hierarchy as it is valued using quoted indices of similar securities for which the inputs are readily observable. See Note 14 for more information and outstanding balances on this long-term debt. |
Credit Facilities - MSG Network
Credit Facilities - MSG Networks Narrative (Details) | 9 Months Ended | |||||||
Mar. 31, 2022USD ($) | Feb. 08, 2022 | Jun. 30, 2021USD ($) | Aug. 06, 2020USD ($) | Oct. 11, 2019USD ($) | May 23, 2019USD ($) | Sep. 28, 2015USD ($) | ||
TAO 2019 Senior Credit Agreement [Member] | Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Carrying Value | [1] | $ 25,000,000 | $ 43,750,000 | |||||
Long-term Debt, Outstanding | $ 25,000,000 | |||||||
TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | Measurement Input, Leverage Ratio [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Measurement Input | 4 | 3.50 | ||||||
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] | $ 1,010,625,000 | $ 1,047,750,000 | |||||
Long-term Debt, Outstanding | $ 1,010,625,000 | |||||||
MSG Networks | MSG Networks Credit Facilities | Measurement Input, Default Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 2.00% | |||||||
MSG Networks | 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 | MSG Networks Credit Facilities | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee percentage | 0.30% | |||||||
MSG Networks | MSG Networks Credit Facilities | Maximum [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Letters of credit outstanding, amount | $ 35,000,000 | |||||||
MSG Networks | MSG Networks Credit Facilities | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee percentage | 0.225% | |||||||
MSG Networks | MSG Networks Credit Facilities | Base Rate [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.25% | |||||||
MSG Networks | MSG Networks Credit Facilities | Base Rate [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 0.25% | |||||||
MSG Networks | MSG Networks Credit Facilities | Eurocurrency Rate [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.25% | |||||||
MSG Networks | MSG Networks Credit Facilities | Eurocurrency Rate [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.25% | |||||||
Tao Group Hospitality | 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 | 2.96% | |||||||
Tao Group Hospitality | TAO 2019 Senior Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 25,000,000 | $ 25,000,000 | ||||||
Long-term debt, term | 5 years | |||||||
Letters of credit outstanding, amount | $ 750,000 | |||||||
Tao Group Hospitality | TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Letters of credit outstanding, amount | $ 5,000,000 | |||||||
Tao Group Hospitality | TAO 2019 Senior Credit Agreement [Member] | Base Rate [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.50% | |||||||
Tao Group Hospitality | TAO 2019 Senior Credit Agreement [Member] | Base Rate [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.50% | |||||||
Tao Group Hospitality | TAO 2019 Senior Credit Agreement [Member] | Eurocurrency Rate [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 3.50% | |||||||
Tao Group Hospitality | TAO 2019 Senior Credit Agreement [Member] | Eurocurrency Rate [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.50% | |||||||
Secured Debt [Member] | MSG Networks | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | 1,100,000,000 | $ 1,550,000,000 | ||||||
Long-term debt, percentage bearing variable interest rate, percentage rate | 1.96% | |||||||
Secured Debt [Member] | Tao Group Hospitality | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | 40,000,000 | |||||||
Revolving Credit Facility [Member] | MSG Networks | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 250,000,000 | $ 250,000,000 | ||||||
Long-term Debt, Outstanding | $ 0 | |||||||
Revolving Credit Facility [Member] | Tao Group Hospitality | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 25,000,000 | |||||||
[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 a five-year $650,000 term loan facility. The Company’s long-term debt is classified within Level II of the fair value hierarchy as it is valued using quoted indices of similar securities for which the inputs are readily observable. See Note 14 for more information and outstanding balances on this long-term debt. |
Credit Facilities - National Pr
Credit Facilities - National Properties Narrative (Details) | Nov. 12, 2020USD ($) | Mar. 31, 2022USD ($) | Feb. 08, 2022 | Nov. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Aug. 06, 2020USD ($) | May 23, 2019USD ($) | |
Loans Payable [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Outstanding | $ 1,677,500,000 | |||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Carrying Value | [1] | $ 641,875,000 | $ 646,750,000 | |||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Loans Payable [Member] | Debt Instrument, Redemption, Period One | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayment premium, period following the facility's effective date | 18 months | |||||||
Prepayment premium, percentage of principal amount prepaid | 2.00% | |||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Loans Payable [Member] | Debt Instrument, Redemption, Period Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayment premium, period following the facility's effective date | 18 months | |||||||
Prepayment premium, percentage of principal amount prepaid | 2.00% | |||||||
Prepayment premium, anniversary period of the effective date | 3 years | |||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Loans Payable [Member] | Debt Instrument, Redemption, Period Three | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayment premium, percentage of principal amount prepaid | 1.00% | |||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Loans Payable [Member] | Debt Instrument, Redemption, Period Four | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayment premium, percentage of principal amount prepaid | 0.00% | |||||||
Prepayment premium, debt instrument, interest rate, stated percentage | 1.00% | |||||||
Prepayment premium, debt instrument, interest rate per quarter, stated percentage | 0.25% | |||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Loans Payable [Member] | Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Outstanding | $ 641,875,000 | |||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Minimum [Member] | Loans Payable [Member] | Debt Instrument, Redemption, Period Three | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayment premium, anniversary period of the effective date | 3 years | |||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Maximum [Member] | Loans Payable [Member] | Debt Instrument, Redemption, Period Three | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayment premium, anniversary period of the effective date | 4 years | |||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | MSG National Properties LLC | ||||||||
Debt Instrument [Line Items] | ||||||||
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. | |||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | MSG National Properties LLC | Loans Payable [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument term | 5 years | |||||||
Face amount | $ 650,000,000 | |||||||
Liquidity Requirement, After first year | $ 200,000,000 | $ 200,000,000 | ||||||
Long-term Debt, Outstanding | $ 641,875,000 | |||||||
Long-term debt, percentage bearing variable interest rate, percentage rate | 7.00% | |||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | MSG National Properties LLC | Base Rate [Member] | Loans Payable [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 5.25% | |||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | MSG National Properties LLC | London Interbank Offered Rate (LIBOR) [Member] | Loans Payable [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 6.25% | |||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | MSG National Properties LLC | 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 | Minimum [Member] | Loans Payable [Member] | Scenario, Adjustment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Liquidity Requirement | $ 50,000,000 | |||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | MSG National Properties LLC | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | Loans Payable [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 0.75% | |||||||
TAO 2019 Senior Credit Agreement [Member] | Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Outstanding | $ 25,000,000 | |||||||
Carrying Value | [1] | $ 25,000,000 | $ 43,750,000 | |||||
TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | Measurement Input, Leverage Ratio [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Measurement Input | 4 | 3.50 | ||||||
TAO 2019 Senior Credit Agreement [Member] | Tao Group Hospitality | ||||||||
Debt Instrument [Line Items] | ||||||||
Liquidity Requirement | $ 75,000,000 | |||||||
Long-term debt, percentage bearing variable interest rate, percentage rate | 2.96% | |||||||
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 Group Hospitality | Loans Payable [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 40,000,000 | |||||||
Long-term Debt, Outstanding | $ 25,000,000 | $ 33,750,000 | ||||||
TAO 2019 Senior Credit Agreement [Member] | Tao Group Hospitality | Minimum [Member] | Base Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.50% | |||||||
TAO 2019 Senior Credit Agreement [Member] | Tao Group Hospitality | Maximum [Member] | Base Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
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 a five-year $650,000 term loan facility. The Company’s long-term debt is classified within Level II of the fair value hierarchy as it is valued using quoted indices of similar securities for which the inputs are readily observable. See Note 14 for more information and outstanding balances on this long-term debt. |
Credit Facilities - TAO Narrati
Credit Facilities - TAO Narrative (Details) | 9 Months Ended | |||||||
Mar. 31, 2022USD ($) | Feb. 08, 2022 | Jun. 30, 2021USD ($) | Nov. 12, 2020USD ($) | Aug. 06, 2020USD ($) | Jun. 15, 2020USD ($) | May 23, 2019USD ($) | ||
TAO 2019 Senior Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt covenant, minimum consolidated liquidity | $ 10,000,000 | |||||||
TAO 2019 Senior Credit Agreement [Member] | Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Outstanding | $ 25,000,000 | |||||||
Carrying Value | [1] | 25,000,000 | $ 43,750,000 | |||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Carrying Value | [1] | 641,875,000 | $ 646,750,000 | |||||
Loans Payable [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Outstanding | 1,677,500,000 | |||||||
Loans Payable [Member] | National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Outstanding | 641,875,000 | |||||||
Entertainment | Consolidation, Eliminations [Member] | Tao Group Hospitality | ||||||||
Debt Instrument [Line Items] | ||||||||
Loans payable | $ 63,000,000 | $ 49,000,000 | ||||||
Debt Instrument Additional Borrowing Capacity | $ 22,000,000 | |||||||
Tao Group Hospitality | 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 | 2.96% | |||||||
Guarantee And Reserve Account Agreement Initial Deposit | 9,800,000 | |||||||
Liquidity Requirement | 75,000,000 | |||||||
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. | |||||||
Tao Group Hospitality | Loans Payable [Member] | TAO 2019 Senior Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 40,000,000 | |||||||
Long-term debt, term | 5 years | |||||||
Long-term Debt, Outstanding | $ 25,000,000 | 33,750,000 | ||||||
MSG National Properties LLC | National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
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. | |||||||
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 | Loans Payable [Member] | National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 650,000,000 | |||||||
Long-term Debt, Outstanding | $ 641,875,000 | |||||||
Long-term debt, percentage bearing variable interest rate, percentage rate | 7.00% | |||||||
Revolving Credit Facility [Member] | Tao Group Hospitality | TAO 2019 Senior Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 25,000,000 | $ 25,000,000 | ||||||
Long-term debt, term | 5 years | |||||||
Letters of credit outstanding, amount | $ 750,000 | |||||||
Revolving credit facility outstanding amount | 0 | |||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 24,250,000 | |||||||
Revolving Credit Facility [Member] | Tao Group Hospitality | TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Letters of credit outstanding, amount | $ 5,000,000 | |||||||
Measurement Input, Leverage Ratio [Member] | TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Measurement Input | 4 | 3.50 | ||||||
Measurement Input, Leverage Ratio [Member] | MSG National Properties LLC | 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 | 2.50 | ||||||
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 | |||||||
Base Rate [Member] | Tao Group Hospitality | TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.50% | |||||||
Base Rate [Member] | Tao Group Hospitality | TAO 2019 Senior Credit Agreement [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.50% | |||||||
Base Rate [Member] | MSG National Properties LLC | Loans Payable [Member] | National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 5.25% | |||||||
Eurocurrency Rate [Member] | Tao Group Hospitality | TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 3.50% | |||||||
Eurocurrency Rate [Member] | Tao Group Hospitality | TAO 2019 Senior Credit Agreement [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
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 a five-year $650,000 term loan facility. The Company’s long-term debt is classified within Level II of the fair value hierarchy as it is valued using quoted indices of similar securities for which the inputs are readily observable. See Note 14 for more information and outstanding balances on this long-term debt. |
Credit Facilities - Future Matu
Credit Facilities - Future Maturities (Details) - Loans Payable [Member] - USD ($) $ in Thousands | Mar. 31, 2022 | Aug. 06, 2020 |
Debt Instrument [Line Items] | ||
Long-Term Debt, Maturity, Year One | $ 16,500 | |
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 | 1,677,500 | |
MSG Networks Term Loan Facility | MSG Networks | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Maturity, Year One | 12,375 | |
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 | 1,010,625 | |
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | MSG National Properties LLC | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Maturity, Year One | 1,625 | |
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 | 641,875 | |
TAO 2019 Senior Credit Agreement [Member] | Tao Group Hospitality | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Maturity, Year One | 2,500 | |
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 | $ 25,000 | $ 33,750 |
Credit Facilities - Debt Outsta
Credit Facilities - Debt Outstanding and Deferred Financing Costs (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jun. 30, 2021 | Aug. 06, 2020 | |
Debt Instrument [Line Items] | ||||
Long-term debt, net of deferred financing costs | $ 1,584,072 | $ 1,650,628 | ||
Secured Debt [Member] | Current portion of long-term debt net of deferred financing costs | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 74,250 | 62,250 | ||
Unamortized Deferred Financing Costs | (8,261) | (8,277) | ||
Net | [1] | 65,989 | 53,973 | |
Secured Debt [Member] | Long-term debt net of deferred financing costs | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 1,603,250 | 1,676,000 | ||
Unamortized Deferred Financing Costs | (19,815) | (26,009) | ||
Net | [1] | 1,583,435 | 1,649,991 | |
Secured Debt [Member] | MSG Networks | Current portion of long-term debt net of deferred financing costs | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 57,750 | 49,500 | ||
Unamortized Deferred Financing Costs | (1,239) | (1,255) | ||
Net | [1] | 56,511 | 48,245 | |
Secured Debt [Member] | MSG Networks | Long-term debt net of deferred financing costs | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 952,875 | 998,250 | ||
Unamortized Deferred Financing Costs | (1,788) | (2,715) | ||
Net | [1] | 951,087 | 995,535 | |
Secured Debt [Member] | MSG National Properties LLC | Current portion of long-term debt net of deferred financing costs | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 6,500 | 6,500 | ||
Unamortized Deferred Financing Costs | (6,783) | (6,783) | ||
Net | [1] | (283) | (283) | |
Secured Debt [Member] | MSG National Properties LLC | Long-term debt net of deferred financing costs | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 635,375 | 640,250 | ||
Unamortized Deferred Financing Costs | (17,731) | (22,819) | ||
Net | [1] | 617,644 | 617,431 | |
Secured Debt [Member] | Tao Group Hospitality | Current portion of long-term debt net of deferred financing costs | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 10,000 | 6,250 | ||
Unamortized Deferred Financing Costs | (239) | (239) | ||
Net | [1] | 9,761 | 6,011 | |
Secured Debt [Member] | Tao Group Hospitality | Long-term debt net of deferred financing costs | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 15,000 | 22,500 | ||
Unamortized Deferred Financing Costs | (296) | (475) | ||
Net | [1] | 14,704 | 22,025 | |
Loans Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 1,677,500 | |||
Revolving Credit Facility [Member] | MSG Networks | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 0 | |||
Revolving Credit Facility [Member] | Tao Group Hospitality | Long-term debt net of deferred financing costs | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 0 | 15,000 | ||
Unamortized Deferred Financing Costs | 0 | 0 | ||
Net | [1] | 0 | 15,000 | |
BCE [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes Payable, Related Parties | 637 | $ 637 | ||
TAO 2019 Senior Credit Agreement [Member] | Loans Payable [Member] | Tao Group Hospitality | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 25,000 | $ 33,750 | ||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Loans Payable [Member] | MSG National Properties LLC | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | $ 641,875 | |||
[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 $1,584,072 and $1,650,628 as of March 31, 2022 and June 30, 2021, respectively, also includes $637 related to a note with respect to a loan received by BCE from its noncontrolling interest holder that matures in April 2023. |
Credit Facilities - Supplementa
Credit Facilities - Supplemental Cash Flows (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Debt Instrument [Line Items] | |||
Interest payments, net of capitalized interest | $ 16,542 | $ 5,348 | |
MSG Networks Term Loan Facility | MSG Networks | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Interest | [1] | 13,238 | 14,102 |
Repayments of debt | 37,125 | 26,125 | |
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | MSG National Properties LLC | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Interest | [1] | 34,917 | 11,643 |
Repayments of debt | 4,875 | 1,625 | |
TAO 2019 Senior Credit Agreement [Member] | Tao Group Hospitality | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Interest | [1] | 589 | 826 |
Repayments of debt | 18,750 | 3,750 | |
MSG Networks National Properties and Tao | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Interest | [1] | 48,744 | 26,571 |
Repayments of debt | $ 60,750 | $ 31,500 | |
[1] | See Note 2 and Note 9 for further details on interest capitalization during the three and nine months ended March 31, 2022, and 2021. Interest payments, net of capitalized interest, were $16,542 and $5,348 for the nine months ended March 31, 2022 and 2021. |
Pension Plans and Other Postr_3
Pension Plans and Other Postretirement Benefit Plan (Schedule of Net Periodic Benefit Cost) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Pension Plans [Member] | ||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Service cost | $ 118 | $ 121 | $ 354 | $ 365 |
Interest cost | 1,190 | 1,101 | 3,570 | 3,304 |
Expected return on plan assets | (1,719) | (1,509) | (5,157) | (4,527) |
Recognized actuarial loss | 501 | 396 | 1,503 | 1,250 |
Net periodic benefit cost | 90 | 109 | 270 | 392 |
Postretirement Plan [Member] | ||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Service cost | 16 | 22 | 48 | 66 |
Interest cost | 20 | 19 | 60 | 57 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Recognized actuarial loss | 9 | 20 | 27 | 60 |
Net periodic benefit cost | $ 45 | $ 61 | $ 135 | $ 183 |
Defined Contribution Plan Sched
Defined Contribution Plan Schedule of Defined Contribution Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
MSG Saving Plans [Member] | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined contribution plan (benefit) cost | $ 2,095 | $ 241 | $ 6,589 | $ 3,318 |
MSG Union Plan [Member] | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined contribution plan (benefit) cost | $ 24 | $ 17 | $ 45 | $ 36 |
Share-based Compensation Narrat
Share-based Compensation Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jul. 09, 2021 | |
Share-based Payment Arrangement [Abstract] | |||||
Share-based Payment Arrangement, Expense | $ 18,622 | $ 11,437 | $ 62,321 | $ 57,421 | |
Share-based compensation capitalized amount | $ 2,264 | 4,541 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||
Restructuring charges | 14,690 | 0 | $ 14,690 | 21,299 | |
Share-based Payment Arrangement, Expense | 18,622 | $ 11,437 | $ 62,321 | $ 57,421 | |
Restructuring Charges | |||||
Share-based Payment Arrangement [Abstract] | |||||
Share-based Payment Arrangement, Expense | 4,589 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Payment Arrangement, Expense | $ 4,589 | ||||
Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 7 years 6 months | ||||
Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||
Common Class A [Member] | MSG Networks | |||||
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 | 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 | |||||
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 | |||||
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) - Restricted Stock Units (RSUs) [Member] shares in Thousands | 9 Months Ended |
Mar. 31, 2022$ / sharesshares | |
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 |
Performance Award Conversion | $ / shares | 82.63 |
Vested | $ / shares | 85.22 |
Unvested award balance, March 31, 2022 | $ / shares | 75.15 |
Forfeited | $ / shares | $ 76.39 |
Non-Performance Vesting [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 |
Performance Award Conversion | 223 |
Vested | (391) |
Forfeited | (29) |
Unvested award balance, March 31, 2022 | 931 |
Performance Vesting [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 |
Performance Award Conversion | (223) |
Vested | (77) |
Forfeited | (27) |
Unvested award balance, March 31, 2022 | 796 |
Share-based Compensation, Res_2
Share-based Compensation, Restricted Stock Units Activity Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Payment, tax withholding, share-based payment arrangement | $ 15,652 | $ 8,208 |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vested in period, fair value | $ 36,940 | |
Shares withheld for tax withholding obligation | 205 | |
Payment, tax withholding, share-based payment arrangement | $ 16,336 | |
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 | 9 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Weighted-Average Exercise Price Per Share | |
Balance as of June 30, 2021 | $ / shares | $ 103.88 |
Performance Award Conversion | $ / shares | 109.76 |
Balance as of March 31, 2022 | $ / shares | 103.88 |
Exercisable as of March 31, 2022 | $ / shares | $ 108.29 |
Weighted-Average Remaining Contractual Term (In Years) | |
Balance as of December 31, 2021 Weighted Average Remaining Contractual Term (in years) | 3 years 8 months 15 days |
Exercisable as of December 31, 2021, Weighted Average Remaining Contractual Term (in years) | 3 years 5 months 12 days |
Aggregate Intrinsic Value (In Thousands) | |
Balance as of December 31, 2021 Aggregate Intrinsic Value | $ | $ 1,781 |
Exercisable as of December 31, 2021 Aggregate Intrinsic Value | $ | $ 1,781 |
Non-Performance Vesting [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Balance as of June 30, 2021 | 409 |
Performance Award Conversion | (315) |
Balance as of March 31, 2022 | 724 |
Exercisable as of March 31, 2022 | 597 |
Performance Vesting [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Balance as of June 30, 2021 | 315 |
Performance Award Conversion | (315) |
Balance as of March 31, 2022 | 0 |
Exercisable as of March 31, 2022 | 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | ||
Accumulated Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax [Roll Forward] | |||||
Balance at the beginning of the period | $ (44,596) | $ (39,598) | $ (45,425) | $ (40,248) | |
Other comprehensive loss | 0 | 0 | 0 | 0 | |
Amounts reclassified from accumulated other comprehensive loss | [1] | 510 | 416 | 1,530 | 1,310 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax | 2,675 | (76) | 2,484 | (320) | |
Other comprehensive income (loss) | 3,185 | 340 | 4,014 | 990 | |
Balance at the end of the period | (41,411) | (39,258) | (41,411) | (39,258) | |
Accumulated Other Comprehensive Income (Loss), Cumulative Translation Adjustments [Roll Forward] | |||||
Balance at the beginning of the period | 11,964 | 10,869 | 15,153 | (10,225) | |
Other comprehensive loss | (5,912) | 1,499 | (9,844) | 27,333 | |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | 0 | 0 | |
OCI, Foreign Currency Transaction and Translation Gain (Loss), Arising During Period, Tax | (1,651) | (274) | (908) | (5,014) | |
Other comprehensive income (loss) | (7,563) | 1,225 | (10,752) | 22,319 | |
Balance at the end of the period | 4,401 | 12,094 | 4,401 | 12,094 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Balance at the beginning of the period | (32,632) | (28,729) | (30,272) | (50,473) | |
Other comprehensive income | (5,912) | 1,499 | (9,844) | 27,333 | |
Amounts reclassified from accumulated other comprehensive loss | [1] | 510 | 416 | 1,530 | 1,310 |
Other Comprehensive Income (Loss), Tax, Portion Attributable to Parent | 1,024 | (350) | 1,576 | (5,334) | |
Other comprehensive income (loss) | (4,378) | 1,565 | (6,738) | 23,309 | |
Balance at the end of the period | $ (37,010) | $ (27,164) | $ (37,010) | $ (27,164) | |
[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 | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit (expense) | $ (6,315) | $ (6,556) | $ 8,532 | $ (15,715) |
Federal statutory income tax rate, percent | 21.00% | 21.00% | 21.00% | 21.00% |
Nondeductible expense officer compensation, tax expense | $ 4,444 | $ 1,592 | $ 9,742 | $ 6,796 |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount | 3,243 | (231) | 1,824 | (5,497) |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Other, Amount | 381 | 10,213 | ||
Change in deferred tax assets valuation allowance, amount of expense (benefit) | $ (1,312) | 7,154 | (3,772) | 25,713 |
Tax expense (benefit) related to noncontrolling interest income (loss), amount | $ 1,285 | (737) | 3,432 | |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | 1,998 | |||
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount | 6,846 | |||
Income Taxes Paid, Net | $ 3,887 | $ 77,393 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Related Party Transaction [Line Items] | ||||
Common Stock Exercisable Term | 60 days | |||
Aggregate voting power held by related party | 72.60% | |||
Capital expenditures incurred but not yet paid | $ 192,360 | $ 67,954 | ||
BCE [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes Payable, Related Parties | $ 792 | $ 853 | ||
Common Class A [Member] | ||||
Related Party Transaction [Line Items] | ||||
Percentage of common stock owned by related party | 50.00% | 5.00% | ||
Common Class B [Member] | ||||
Related Party Transaction [Line Items] | ||||
Percentage of common stock owned by related party | 100.00% | |||
BCE [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes Payable, Related Parties | $ 637 | $ 637 | ||
Other nonconsolidated affiliate [Member] | ||||
Related Party Transaction [Line Items] | ||||
Property, plant and equipment, additions | $ 83,318 | $ 32,654 | ||
Capital expenditures incurred but not yet paid | $ 25,482 | $ 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 | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Revenues | $ 35,259 | $ 16,291 | $ 70,148 | $ 23,752 |
Other operating expenses, net | 279 | 838 | 3,388 | 753 |
Madison Square Garden Sports [Member] | ||||
Related Party Transaction [Line Items] | ||||
Corporate general and administrative, net | (9,159) | (8,476) | (28,888) | (29,379) |
Revenue-Sharing Expense | Madison Square Garden Sports [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Costs | 1,075 | 181 | 3,060 | 277 |
Direct Operating Expense Reimbursement Under Arena License Arrangement | Madison Square Garden Sports [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amount | (6,812) | (174) | (13,276) | (1,415) |
Media Rights Fees | Madison Square Garden Sports [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Costs | 40,948 | 35,007 | 122,206 | 108,971 |
Origination, Master Control And Technical Services | AMC Networks | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amount | $ 1,232 | $ 1,208 | $ 3,648 | $ 3,576 |
Related Party Transactions (T_2
Related Party Transactions (Transactions by Type Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Revenues from related parties | $ 35,259 | $ 16,291 | $ 70,148 | $ 23,752 |
Madison Square Garden Sports [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Services Agreement | 9,159 | 8,476 | 28,888 | 29,379 |
Madison Square Garden Sports [Member] | Direct Operating Expense Reimbursement Under Arena License Arrangement | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amount | (6,812) | (174) | (13,276) | (1,415) |
Madison Square Garden Sports Corp. Investment | Sponsorship Sales And Service Representation Agreements | ||||
Related Party Transaction [Line Items] | ||||
Revenues from related parties | 7,027 | 4,442 | 14,207 | 9,088 |
Madison Square Garden Sports Corp. Investment | Merchandise Sales Revenue Sharing Arrangement | ||||
Related Party Transaction [Line Items] | ||||
Revenues from related parties | 3,225 | 6,351 | ||
Other Related Parties [Member] | ||||
Related Party Transaction [Line Items] | ||||
Sublease Income | 611 | 611 | 1,834 | 1,840 |
Knicks and Rangers | The Garden [Member] | ||||
Related Party Transaction [Line Items] | ||||
Operating Lease, Lease Income | 29,616 | 58,798 | ||
MSG Sports | The Garden [Member] | ||||
Related Party Transaction [Line Items] | ||||
Operating Lease, Lease Income | $ 29,616 | $ 11,443 | $ 58,798 | $ 13,028 |
Segment Reporting (Introduction
Segment Reporting (Introduction Narrative) (Details) | 9 Months Ended |
Mar. 31, 2022segments | |
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 | 9 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | ||
Segment Reporting Information [Line Items] | |||||
Revenues | [1] | $ 460,127 | $ 214,318 | $ 1,271,076 | $ 553,616 |
Direct operating expenses | [2] | 262,476 | 110,022 | 724,495 | 301,750 |
Selling, general and administrative expenses | [3] | 157,598 | 103,425 | 494,714 | 281,100 |
Depreciation and amortization | 28,639 | 39,611 | 88,602 | 93,698 | |
Impairment and other (gains) losses, net | (5,319) | 0 | (5,480) | 0 | |
Restructuring charges | 14,690 | 0 | 14,690 | 21,299 | |
Operating income (loss) | 2,043 | (38,740) | (45,945) | (144,231) | |
Loss in equity method investments | (1,528) | (2,314) | (4,509) | (5,578) | |
Interest income | 774 | 792 | 2,322 | 2,401 | |
Interest expense | 5,831 | 6,503 | 23,246 | 17,038 | |
Miscellaneous expense, net | (8,449) | 27,483 | (28,096) | 53,932 | |
Loss from operations before income taxes | (12,991) | (19,282) | (99,474) | (110,514) | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Operating income (loss) | 2,043 | (38,740) | (45,945) | (144,231) | |
Add back: | |||||
Non-cash portion of arena license fees from MSG Sports | (12,073) | (7,564) | (23,962) | (8,740) | |
Share-based compensation | 14,033 | 11,437 | 57,732 | 57,421 | |
Share-based compensation | 62,321 | 57,421 | |||
Depreciation and amortization | 28,639 | 39,611 | 88,602 | 93,698 | |
Amortization for capitalized cloud computing costs | 81 | 176 | |||
Merger and acquisition related costs | 2,760 | 15,269 | 42,283 | 15,481 | |
Impairment and other (gains) losses, net | (5,319) | 0 | (5,480) | 0 | |
Restructuring charges | 14,690 | 0 | 14,690 | 21,299 | |
Other purchase accounting adjustments | 1,622 | 887 | 4,745 | 2,735 | |
Adjusted operating income (loss) | 46,476 | 20,900 | 132,841 | 37,663 | |
Other information: | |||||
Capital expenditures | 206,573 | 102,768 | 519,649 | 324,597 | |
Operating Segments | Entertainment | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 194,585 | 30,957 | 476,434 | 51,181 | |
Direct operating expenses | 110,688 | 24,644 | 294,333 | 71,668 | |
Selling, general and administrative expenses | 94,603 | 67,286 | 279,081 | 185,666 | |
Depreciation and amortization | 18,522 | 19,081 | 57,202 | 60,341 | |
Impairment and other (gains) losses, net | (245) | (245) | 0 | ||
Restructuring charges | 14,238 | 14,238 | 21,299 | ||
Operating income (loss) | (43,221) | (80,054) | (168,175) | (287,793) | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Operating income (loss) | (43,221) | (80,054) | (168,175) | (287,793) | |
Add back: | |||||
Non-cash portion of arena license fees from MSG Sports | (12,073) | (7,564) | (23,962) | (8,740) | |
Share-based compensation | 10,399 | 6,799 | 36,697 | 39,606 | |
Depreciation and amortization | 18,522 | 19,081 | 57,202 | 60,341 | |
Amortization for capitalized cloud computing costs | 38 | 45 | |||
Merger and acquisition related costs | 1,647 | 11,267 | 17,095 | 11,479 | |
Impairment and other (gains) losses, net | (245) | (245) | 0 | ||
Restructuring charges | 14,238 | 14,238 | 21,299 | ||
Other purchase accounting adjustments | 0 | 0 | 0 | 0 | |
Adjusted operating income (loss) | (10,695) | (50,471) | (67,105) | (163,808) | |
Other information: | |||||
Capital expenditures | 200,958 | 102,026 | 500,714 | 320,370 | |
Operating Segments | MSG Networks | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 167,569 | 177,853 | 469,023 | 481,455 | |
Direct operating expenses | 87,174 | 74,392 | 241,521 | 196,497 | |
Selling, general and administrative expenses | 32,237 | 31,743 | 117,404 | 75,962 | |
Depreciation and amortization | 1,764 | 1,833 | 5,317 | 5,463 | |
Impairment and other (gains) losses, net | 0 | 0 | 0 | ||
Restructuring charges | 452 | 452 | 0 | ||
Operating income (loss) | 45,942 | 69,885 | 104,329 | 203,533 | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Operating income (loss) | 45,942 | 69,885 | 104,329 | 203,533 | |
Add back: | |||||
Non-cash portion of arena license fees from MSG Sports | 0 | 0 | 0 | 0 | |
Share-based compensation | 1,758 | 3,324 | 15,290 | 14,217 | |
Depreciation and amortization | 1,764 | 1,833 | 5,317 | 5,463 | |
Amortization for capitalized cloud computing costs | 43 | 131 | |||
Merger and acquisition related costs | 866 | 1,238 | 24,941 | 1,238 | |
Impairment and other (gains) losses, net | 0 | 0 | 0 | ||
Restructuring charges | 452 | 452 | 0 | ||
Other purchase accounting adjustments | 0 | 0 | 0 | 0 | |
Adjusted operating income (loss) | 50,825 | 76,280 | 150,460 | 224,451 | |
Other information: | |||||
Capital expenditures | 320 | 447 | 2,369 | 2,980 | |
Operating Segments | Tao Group Hospitality | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 108,572 | 12,790 | 345,122 | 30,502 | |
Direct operating expenses | 63,783 | 10,480 | 185,756 | 31,288 | |
Selling, general and administrative expenses | 40,376 | 11,025 | 115,155 | 27,759 | |
Depreciation and amortization | 6,490 | 1,130 | 19,111 | 3,739 | |
Impairment and other (gains) losses, net | (5,074) | (4,699) | 0 | ||
Restructuring charges | 0 | 0 | 0 | ||
Operating income (loss) | 2,997 | (9,845) | 29,799 | (32,284) | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Operating income (loss) | 2,997 | (9,845) | 29,799 | (32,284) | |
Add back: | |||||
Non-cash portion of arena license fees from MSG Sports | 0 | 0 | 0 | 0 | |
Share-based compensation | 1,876 | 1,314 | 5,745 | 3,598 | |
Depreciation and amortization | 6,490 | 1,130 | 19,111 | 3,739 | |
Amortization for capitalized cloud computing costs | 0 | 0 | |||
Merger and acquisition related costs | 247 | 2,764 | 247 | 2,764 | |
Impairment and other (gains) losses, net | (5,074) | (4,699) | 0 | ||
Restructuring charges | 0 | 0 | 0 | ||
Other purchase accounting adjustments | 0 | 0 | 0 | 0 | |
Adjusted operating income (loss) | 6,536 | (4,637) | 50,203 | (22,183) | |
Other information: | |||||
Capital expenditures | 5,295 | 295 | 16,566 | 1,247 | |
Purchase accounting adjustments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 0 | 0 | 0 | 0 | |
Direct operating expenses | 1,622 | 887 | 4,745 | 2,735 | |
Selling, general and administrative expenses | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 1,863 | 17,567 | 6,972 | 24,155 | |
Impairment and other (gains) losses, net | 0 | (536) | 0 | ||
Restructuring charges | 0 | 0 | 0 | ||
Operating income (loss) | (3,485) | (18,454) | (11,181) | (26,890) | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Operating income (loss) | (3,485) | (18,454) | (11,181) | (26,890) | |
Add back: | |||||
Non-cash portion of arena license fees from MSG Sports | 0 | 0 | 0 | 0 | |
Share-based compensation | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 1,863 | 17,567 | 6,972 | 24,155 | |
Amortization for capitalized cloud computing costs | 0 | 0 | |||
Merger and acquisition related costs | 0 | 0 | 0 | 0 | |
Impairment and other (gains) losses, net | 0 | (536) | 0 | ||
Restructuring charges | 0 | 0 | 0 | ||
Other purchase accounting adjustments | 1,622 | 887 | 4,745 | 2,735 | |
Adjusted operating income (loss) | 0 | 0 | 0 | 0 | |
Other information: | |||||
Capital expenditures | 0 | 0 | 0 | 0 | |
Inter-segment eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | (10,599) | (7,282) | (19,503) | (9,522) | |
Direct operating expenses | (791) | (381) | (1,860) | (438) | |
Selling, general and administrative expenses | (9,618) | (6,629) | (16,926) | (8,287) | |
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Impairment and other (gains) losses, net | 0 | 0 | 0 | ||
Restructuring charges | 0 | 0 | 0 | ||
Operating income (loss) | (190) | (272) | (717) | (797) | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Operating income (loss) | (190) | (272) | (717) | (797) | |
Add back: | |||||
Non-cash portion of arena license fees from MSG Sports | 0 | 0 | 0 | 0 | |
Share-based compensation | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Amortization for capitalized cloud computing costs | 0 | 0 | |||
Merger and acquisition related costs | 0 | 0 | 0 | 0 | |
Impairment and other (gains) losses, net | 0 | 0 | 0 | ||
Restructuring charges | 0 | 0 | 0 | ||
Other purchase accounting adjustments | 0 | 0 | 0 | 0 | |
Adjusted operating income (loss) | (190) | (272) | (717) | (797) | |
Other information: | |||||
Capital expenditures | $ 0 | $ 0 | $ 0 | $ 0 | |
[1] | Includes revenues from related parties of $35,259 and $16,291 for the three months ended March 31, 2022 and 2021, respectively, and $70,148 and $23,752 for the nine months ended March 31, 2022 and 2021, respectively. | ||||
[2] | Includes net charges from related parties of $37,198 and $36,222 for the three months ended March 31, 2022 and 2021, respectively, and $117,186 and $111,409 for the nine months ended March 31, 2022 and 2021, respectively. | ||||
[3] | Includes net charges to related parties of $(9,635) and $(7,638) for the three months ended March 31, 2022 and 2021, respectively, and $(27,048) and $(28,626) for the nine months ended March 31, 2022 and 2021, respectively. |
Segment Reporting (Miscellaneou
Segment Reporting (Miscellaneous Income, Net) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting [Abstract] | ||||
Unrealized gain (loss) on equity investments with readily determinable fair value, see Note 8 for further details. | $ (8,688) | $ 26,231 | $ (28,303) | $ 52,662 |
Non-service cost components of net periodic pension and postretirement benefit costs | (9) | (27) | (25) | (147) |
Others, net | 248 | 1,279 | 232 | 1,417 |
Total | $ (8,449) | $ 27,483 | $ (28,096) | $ 53,932 |
Segment Reporting (Concentratio
Segment Reporting (Concentration Risk) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Accounts Receivable | Customer Concentration Risk | Customer A | ||||||
Revenue, Major Customer [Line Items] | ||||||
Concentration risk, percentage | 16.00% | 17.00% | ||||
Accounts Receivable | Customer Concentration Risk | Customer B [Member] | ||||||
Revenue, Major Customer [Line Items] | ||||||
Concentration risk, percentage | 12.00% | 16.00% | ||||
Accounts Receivable | Customer Concentration Risk | Customer C [Member] | ||||||
Revenue, Major Customer [Line Items] | ||||||
Concentration risk, percentage | 11.00% | 15.00% | ||||
Revenue Benchmark | Customer Concentration Risk | Customer 1 | ||||||
Revenue, Major Customer [Line Items] | ||||||
Concentration risk, percentage | 9.00% | 20.00% | 10.00% | 23.00% | ||
Revenue Benchmark | Customer Concentration Risk | Customer 2 | ||||||
Revenue, Major Customer [Line Items] | ||||||
Concentration risk, percentage | 9.00% | 19.00% | 9.00% | 22.00% | ||
Prepaid expenses | Supplier Concentration Risk | New Jersey Devils | ||||||
Revenue, Major Customer [Line Items] | ||||||
Concentration Risk, Amount | $ 650 | $ 1,400 | $ 650 | $ 650 | ||
Other current assets | Supplier Concentration Risk | New Jersey Devils | ||||||
Revenue, Major Customer [Line Items] | ||||||
Concentration Risk, Amount | 2,700 | 3,700 | 2,700 | 2,700 | ||
Other assets | Supplier Concentration Risk | New Jersey Devils | ||||||
Revenue, Major Customer [Line Items] | ||||||
Concentration Risk, Amount | 30,000 | 31,100 | 30,000 | 30,000 | ||
Total | Supplier Concentration Risk | New Jersey Devils | ||||||
Revenue, Major Customer [Line Items] | ||||||
Concentration Risk, Amount | $ 33,350 | $ 36,200 | $ 33,350 | $ 33,350 |