Cover
Cover - shares | 9 Months Ended | |
Mar. 31, 2023 | Apr. 28, 2023 | |
Document [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39245 | |
Entity Registrant Name | SPHERE ENTERTAINMENT CO. | |
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 | 725 | |
Local Phone Number | 258-0001 | |
Title of 12(b) Security | Class A Common Stock | |
Trading Symbol | SPHR | |
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 | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Townsquare Class A common stock | ||
Document [Line Items] | ||
Entity Common Stock, Shares Outstanding | 27,692,030 | |
Common Class B | ||
Document [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,866,754 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 | |
Current Assets: | |||
Cash, cash equivalents and restricted cash | $ 327,245 | $ 822,885 | |
Accounts receivable, net | 214,443 | 188,012 | |
Prepaid expenses and other current assets | 145,838 | 135,671 | |
Current assets (Held for Sale) (c) | [1] | 502,567 | 72,088 |
Total current assets | 1,190,093 | 1,218,656 | |
Non-Current Assets: | |||
Property and equipment, net | 3,690,234 | 2,853,656 | |
Right-of-use lease assets | 339,601 | 337,305 | |
Goodwill | 498,817 | 498,817 | |
Intangible assets, net | 82,490 | 86,464 | |
Other non-current assets | 248,246 | 173,298 | |
Non-current assets (Held for Sale) | [1] | 0 | 400,430 |
Total assets | 6,049,481 | 5,568,626 | |
Current Liabilities: | |||
Accounts payable, accrued and other current liabilities | 699,769 | 529,083 | |
Current portion of long-term debt | 98,750 | 74,762 | |
Operating lease liabilities, current | 46,086 | 45,559 | |
Deferred revenue | 265,611 | 208,895 | |
Current liabilities (Held for Sale) | [1] | 289,817 | 102,801 |
Total current liabilities | 1,400,033 | 961,100 | |
Non-Current Liabilities: | |||
Long-term debt, net of deferred financing costs | 1,781,748 | 1,584,446 | |
Operating lease liabilities, non-current | 342,629 | 338,534 | |
Deferred tax liabilities, net | 209,742 | 209,907 | |
Other non-current liabilities | 142,531 | 144,103 | |
Non-current liabilities held for sale | [1] | 0 | 170,960 |
Total liabilities | 3,876,683 | 3,409,050 | |
Commitments and contingencies (see Note 9) | |||
Redeemable noncontrolling interests (Held for Sale) | 138,812 | 184,192 | |
Equity: | |||
Additional paid-in capital | 2,391,409 | 2,301,970 | |
Accumulated deficit | (324,756) | (290,736) | |
Accumulated other comprehensive loss | (46,439) | (48,355) | |
Total Sphere Entertainment Co. stockholders’ equity | 2,020,560 | 1,963,221 | |
Nonredeemable noncontrolling interests (Held for Sale) | 13,426 | 12,163 | |
Total equity | 2,033,986 | 1,975,384 | |
Total liabilities, redeemable noncontrolling interests and equity | 6,049,481 | 5,568,626 | |
Common Class A | |||
Equity: | |||
Common stock | [2] | 277 | 273 |
Common Class B | |||
Equity: | |||
Common stock | [3] | $ 69 | $ 69 |
[1]The assets and liabilities of the disposal group classified as held for sale are classified as current on the March 31,2023 balance sheet as the transaction was completed and net proceeds were received on May 3,2023.[2]Class A Common Stock, $0.01 par value per share, 120,000 shares authorized;27,692 and 27,368 shares outstanding as of March 31, 2023 and June 30, 2022, respectively.[3]Class B Common Stock, $0.01 par value per share, 30,000 shares authorized;6,867 shares outstanding as of March 31, 2023 and June 30, 2022. |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares shares in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Common Class A | ||
Common stock, par or stated value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 120,000 | 120,000 |
Common stock, shares, outstanding (in shares) | 27,692 | 27,368 |
Common Class B | ||
Common stock, par or stated value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 30,000 | 30,000 |
Common stock, shares, outstanding (in shares) | 6,867 | 6,867 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | ||
Revenues | $ 363,297 | $ 352,534 | $ 1,139,492 | $ 928,442 | |
Depreciation and amortization | (89,234) | (88,602) | |||
Restructuring charges | (20,498) | (14,690) | (34,180) | (14,690) | |
Other income (expense), net | 4,994 | (10,052) | 1,939 | (32,304) | |
(Loss) income from discontinued operations, net of taxes | (4,576) | 985 | 7,548 | 20,399 | |
Net loss | (58,555) | (19,306) | (32,041) | (90,942) | |
Less: Net (loss) income attributable to redeemable noncontrolling interests from discontinued operations | (1,492) | (442) | 2,661 | 4,412 | |
Net loss attributable to Sphere Entertainment Co.’s stockholders | $ (56,847) | $ (17,491) | $ (34,020) | $ (94,452) | |
Basic and diluted (loss) earnings per common share | |||||
Earnings per share, basic (in dollars per share) | $ (1.64) | $ (0.51) | $ (0.98) | $ (2.76) | |
Earnings per share, diluted (in dollars per share) | $ (1.64) | $ (0.51) | $ (0.98) | $ (2.76) | |
Weighted-average number of common shares outstanding: | |||||
Basic (in shares) | 34,727 | 34,320 | 34,604 | 34,230 | |
Diluted (in shares) | 34,727 | 34,320 | 34,604 | 34,230 | |
Continuing Operations | |||||
Revenues | [1] | $ 363,297 | $ 352,534 | $ 1,139,492 | $ 928,442 |
Direct operating expenses | [1] | (210,141) | (197,967) | (658,935) | (536,076) |
Selling, general and administrative expenses | [1] | (179,870) | (118,788) | (442,054) | (384,280) |
Depreciation and amortization | (22,999) | (20,463) | (68,090) | (63,050) | |
Impairment and other (losses) gains, net | (51) | 245 | 7,361 | 245 | |
Restructuring charges | (20,498) | (14,690) | (34,180) | (14,690) | |
Operating (loss) income | (70,262) | 871 | (56,406) | (69,409) | |
Interest income | 2,640 | 767 | 10,161 | 2,311 | |
Interest expense | 0 | (5,528) | 0 | (22,051) | |
Other income (expense), net | 4,994 | (10,052) | 1,939 | (32,304) | |
Loss from continuing operations before income taxes | (62,628) | (13,942) | (44,306) | (121,453) | |
Income tax benefit (expense) | 8,649 | (6,349) | 4,717 | 10,112 | |
Loss from continuing operations | (53,979) | (20,291) | (39,589) | (111,341) | |
Less: Net loss attributable to nonredeemable noncontrolling interests from continuing operations | $ 0 | $ (212) | $ (554) | $ (579) | |
Basic and diluted (loss) earnings per common share | |||||
Earnings per share, basic (in dollars per share) | $ (1.55) | $ (0.59) | $ (1.13) | $ (3.24) | |
Earnings per share, diluted (in dollars per share) | $ (1.55) | $ (0.59) | $ (1.13) | $ (3.24) | |
Discontinued Operations | |||||
Less: Net loss attributable to nonredeemable noncontrolling interests from continuing operations | $ (216) | $ (1,161) | $ (128) | $ (323) | |
Less: Net (loss) income attributable to redeemable noncontrolling interests from discontinued operations | $ (1,492) | $ (442) | $ 2,661 | $ 4,412 | |
Basic and diluted (loss) earnings per common share | |||||
Earnings per share, basic (in dollars per share) | $ (0.09) | $ 0.08 | $ 0.15 | $ 0.48 | |
Earnings per share, diluted (in dollars per share) | $ (0.09) | $ 0.08 | $ 0.15 | $ 0.48 | |
[1]See Note 14, Related Party Transactions, for further information on related party revenues and expenses. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Other comprehensive income (loss), before income taxes: | ||||
Other comprehensive income (loss), net of income taxes | $ 2,124 | $ (4,378) | $ 1,916 | $ (6,738) |
Comprehensive loss | (56,431) | (23,684) | (30,125) | (97,680) |
Less: Net (loss) income attributable to redeemable noncontrolling interests from discontinued operations | (1,492) | (442) | 2,661 | 4,412 |
Comprehensive loss attributable to Sphere Entertainment Co.’s stockholders | (54,723) | (21,869) | (32,104) | (101,190) |
Continuing Operations | ||||
Net loss | (53,979) | (20,291) | (39,589) | (111,341) |
Other comprehensive income (loss), before income taxes: | ||||
Amortization of net actuarial loss included in net periodic benefit cost | 464 | 510 | 1,484 | 1,530 |
Cumulative translation adjustments | 1,972 | (5,340) | 637 | (9,226) |
Other comprehensive income (loss), before income taxes | 2,436 | (4,830) | 2,121 | (7,696) |
Income tax (expense) benefit | (421) | 919 | (362) | 1,463 |
Other comprehensive income (loss), net of income taxes | 2,015 | (3,911) | 1,759 | (6,233) |
Comprehensive loss | (51,964) | (24,202) | (37,830) | (117,574) |
Less: Net loss attributable to nonredeemable noncontrolling interests from continuing operations | 0 | (212) | (554) | (579) |
Discontinued Operations | ||||
Other comprehensive income (loss), before income taxes: | ||||
Comprehensive loss | (4,467) | 518 | 7,705 | 19,894 |
Less: Net loss attributable to nonredeemable noncontrolling interests from continuing operations | (216) | (1,161) | (128) | (323) |
Less: Net (loss) income attributable to redeemable noncontrolling interests from discontinued operations | $ (1,492) | $ (442) | $ 2,661 | $ 4,412 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (32,041) | $ (90,942) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 89,234 | 88,602 |
Impairment and other gains, net | (7,834) | (5,480) |
Amortization of deferred financing costs | 4,186 | 6,548 |
Benefit from deferred income taxes | (5,031) | (11,872) |
Share-based compensation expense | 56,092 | 62,321 |
Amortization of right-of-use assets | 23,712 | 19,452 |
Net unrealized (gains) loss on equity investments with and without readily determinable fair value | (6,276) | 28,303 |
Other non-cash adjustments | 6,432 | 5,588 |
Change in assets and liabilities: | ||
Accounts receivable, net | (24,081) | (64,496) |
Prepaid expenses and other current and non-current assets | (69,479) | (22,790) |
Accounts payable, accrued and other current and non-current liabilities | 68,650 | 31,928 |
Deferred revenue | 53,688 | 54,195 |
Right-of-use lease assets and operating lease liabilities | (19,428) | 4,844 |
Net cash provided by operating activities | 137,824 | 106,201 |
INVESTING ACTIVITIES: | ||
Capital expenditures, net | (764,513) | (516,494) |
Capitalized interest | (88,450) | (32,202) |
Investments in nonconsolidated affiliates | (7,750) | 0 |
Proceeds from dispositions, net | 29,104 | 0 |
Proceeds from sale of equity securities | 4,369 | 0 |
Distributions from equity method investments | 1,756 | 770 |
Net cash used in investing activities | (825,484) | (547,926) |
FINANCING ACTIVITIES: | ||
Proceeds from issuance of debt | 275,168 | 0 |
Taxes paid in lieu of shares issued for equity-based compensation | (14,980) | (15,652) |
Noncontrolling interest holders’ capital contributions | 3,000 | 2,033 |
Distributions to noncontrolling interest holders | (1,722) | 0 |
Distributions to related parties associated with the settlement of certain share-based awards | (2,388) | (2,256) |
Put option payments to redeemable noncontrolling interest holders | 0 | (895) |
Repayments of revolving credit facility | (2,000) | (15,000) |
Principal repayments on long-term debt | (52,250) | (45,750) |
Payments for financing costs | (5,131) | 0 |
Other financing activities | 788 | 0 |
Net cash provided by (used in) financing activities | 200,485 | (77,520) |
Effect of exchange rates on cash, cash equivalents and restricted cash | (729) | 22 |
Net decrease in cash, cash equivalents and restricted cash | (487,904) | (519,223) |
Cash, cash equivalents and restricted cash at beginning of period | 846,010 | 1,539,976 |
Cash, cash equivalents and restricted cash at end of period | 358,106 | 1,020,753 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Investments to nonconsolidated affiliates | 12,859 | 731 |
Capital expenditures incurred but not yet paid | 104,004 | 83,788 |
Share-based compensation capitalized in property and equipment | 2,887 | 2,264 |
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Impairment and other gains, net | (473) | (5,235) |
Share-based compensation expense | 6,570 | 5,745 |
INVESTING ACTIVITIES: | ||
Capital expenditures, net | (16,417) | (16,566) |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Investments to nonconsolidated affiliates | 0 | 731 |
Continuing Operations | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 68,090 | 63,050 |
FINANCING ACTIVITIES: | ||
Cash, cash equivalents and restricted cash at beginning of period | 822,885 | 1,508,174 |
Cash, cash equivalents and restricted cash at end of period | 327,245 | 987,922 |
Discontinued Operations | ||
FINANCING ACTIVITIES: | ||
Cash, cash equivalents and restricted cash at beginning of period | 31,802 | |
Cash, cash equivalents and restricted cash at end of period | 23,125 | $ 32,831 |
Discontinued Operations | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | ||
FINANCING ACTIVITIES: | ||
Cash, cash equivalents and restricted cash at end of period | $ 30,861 |
Condensed Statements Of Stockho
Condensed Statements Of Stockholders' Equity And Redeemable Noncontrolling Interests (Unaudited) - USD ($) $ in Thousands | Total | Common Stock Issued | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total Sphere Entertainment Co. Stockholders’ Equity | Non - redeemable Noncontrolling Interests |
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 loss | (95,354) | (94,452) | (94,452) | (902) | |||
Other comprehensive income | (6,738) | (6,738) | (6,738) | ||||
Share-based compensation | 62,824 | 62,824 | 62,824 | ||||
Put option payments to redeemable noncontrolling interest holders | (6,178) | (6,178) | (6,178) | ||||
Tax withholding associated with shares issued for equity-based compensation | (15,652) | 2 | (15,654) | (15,652) | |||
Contributions | 5,400 | 5,400 | |||||
Distributions | (3,086) | (1,496) | (1,496) | (1,590) | |||
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 | ||||||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | |||||||
Less: Net (loss) income attributable to redeemable noncontrolling interests from discontinued operations | 4,412 | ||||||
Redeemable noncontrolling interest adjustment to redemption fair value | 66 | ||||||
Noncontrolling interest non-cash acquisition attributable to redeemable noncontrolling interests | 1,761 | ||||||
Noncontrolling interest, decrease from distributions to noncontrolling interest holders | (5,400) | ||||||
Balance at the end of the period at Mar. 31, 2022 | 137,778 | ||||||
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 loss | (18,864) | (17,491) | (17,491) | (1,373) | |||
Other comprehensive income | (4,378) | (4,378) | (4,378) | ||||
Share-based compensation | 18,537 | 18,537 | 18,537 | ||||
Tax withholding associated with shares issued for equity-based compensation | (412) | (412) | (412) | ||||
Contributions | 723 | 723 | |||||
Distributions | (1,799) | (1,269) | (1,269) | (530) | |||
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] | |||||||
Less: Net (loss) income attributable to redeemable noncontrolling interests from discontinued operations | (442) | ||||||
Noncontrolling interest non-cash acquisition attributable to redeemable noncontrolling interests | 587 | ||||||
Put option payments to redeemable noncontrolling interest holders | (895) | ||||||
Noncontrolling interest, decrease from distributions to noncontrolling interest holders | (3,476) | ||||||
Balance at the end of the period at Mar. 31, 2022 | 137,778 | ||||||
Balance at the beginning of the period at Jun. 30, 2022 | 1,975,384 | 342 | 2,301,970 | (290,736) | (48,355) | 1,963,221 | 12,163 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (34,702) | (34,020) | (34,020) | (682) | |||
Other comprehensive income | 1,916 | 1,916 | 1,916 | ||||
Share-based compensation | 57,009 | 57,009 | 57,009 | ||||
Put option payments to redeemable noncontrolling interest holders | 50,045 | 50,045 | 50,045 | ||||
Tax withholding associated with shares issued for equity-based compensation | (14,980) | 4 | (14,984) | (14,980) | |||
BCE disposition | 667 | 667 | |||||
Accretion of put options and adjustments | (895) | (895) | (895) | ||||
Contributions | 3,000 | 3,000 | |||||
Distributions | (3,458) | (1,736) | (1,736) | (1,722) | |||
Balance at the end of the period at Mar. 31, 2023 | 2,033,986 | 346 | 2,391,409 | (324,756) | (46,439) | 2,020,560 | 13,426 |
Balance at the beginning of the period at Jun. 30, 2022 | 184,192 | ||||||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | |||||||
Less: Net (loss) income attributable to redeemable noncontrolling interests from discontinued operations | 2,661 | ||||||
Redeemable noncontrolling interest adjustment to redemption fair value | (50,045) | ||||||
Noncontrolling interest non-cash acquisition attributable to redeemable noncontrolling interests | 2,656 | ||||||
Noncontrolling interest, decrease from distributions to noncontrolling interest holders | (652) | ||||||
Balance at the end of the period at Mar. 31, 2023 | 138,812 | ||||||
Balance at the beginning of the period at Dec. 31, 2022 | 2,018,920 | 346 | 2,322,007 | (267,909) | (48,563) | 2,005,881 | 13,039 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (57,063) | (56,847) | (56,847) | (216) | |||
Other comprehensive income | 2,124 | 2,124 | 2,124 | ||||
Share-based compensation | 20,714 | 20,714 | 20,714 | ||||
Put option payments to redeemable noncontrolling interest holders | 50,045 | 50,045 | 50,045 | ||||
Contributions | 1,000 | 1,000 | |||||
Distributions | (1,754) | (1,357) | (1,357) | (397) | |||
Balance at the end of the period at Mar. 31, 2023 | 2,033,986 | $ 346 | $ 2,391,409 | $ (324,756) | $ (46,439) | $ 2,020,560 | $ 13,426 |
Balance at the beginning of the period at Dec. 31, 2022 | 190,222 | ||||||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | |||||||
Less: Net (loss) income attributable to redeemable noncontrolling interests from discontinued operations | (1,492) | ||||||
Redeemable noncontrolling interest adjustment to redemption fair value | (50,045) | ||||||
Noncontrolling interest non-cash acquisition attributable to redeemable noncontrolling interests | 587 | ||||||
Noncontrolling interest, decrease from distributions to noncontrolling interest holders | (460) | ||||||
Balance at the end of the period at Mar. 31, 2023 | $ 138,812 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Mar. 31, 2023 | |
Description Of Business And Basis Of Presentation [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Spin-off Transaction On April 20, 2023 (the “MSGE Spinco Distribution Date”), Sphere Entertainment Co., formerly Madison Square Garden Entertainment Corp. (“Sphere Entertainment” or the “Company”), distributed approximately 67% of the outstanding common stock of Madison Square Garden Entertainment Corp. (“MSG Entertainment”, formerly MSGE Spinco, Inc.) to its stockholders (the “MSGE Spinco Distribution”), with the Company retaining approximately 33% of the outstanding common stock of MSG Entertainment (in the form of Class A common stock) immediately following the MSGE Spinco Distribution (the “MSGE Retained Interest”). MSG Entertainment owns the traditional live entertainment business previously owned and operated by the Company through its Entertainment business segment, excluding Sphere, which was retained by the Company after the MSGE Spinco Distribution Date. In the MSGE Spinco Distribution, stockholders of the Company received (a) one share of MSG Entertainment’s Class A common stock, par value $0.01 per share, for every share of the Company’s Class A common stock, par value $0.01 per share, held of record as of the close of business, New York City time, on April 14, 2023 (the “Record Date”), and (b) one share of MSG Entertainment’s Class B common stock, par value $0.01 per share, for every share of the Company’s Class B common stock, par value $0.01 per share, held of record as of the close of business, New York City time, on the Record Date. As of March 31, 2023, the Company maintained the historical operating structure and reported the consolidated financial results of its traditional live entertainment business in continuing operations within the Entertainment reporting segment until the MSGE Spinco Distribution Date. Subsequent to the MSGE Spinco Distribution, the historical financial results of the Company’s traditional live entertainment business, excluding Sphere, will be reflected in the Company’s consolidated financial statements as discontinued operations under U.S. generally accepted accounting principles (“GAAP”) for all periods presented through the MSGE Spinco Distribution Date, effective as of the filing with the U.S. Securities and Exchange Commission (the “SEC”) of the Company’s Annual Report on Form 10-K for the fiscal year ending on June 30, 2023. Tao Group Hospitality Disposition On April 17, 2023, the Company announced it entered into an agreement to sell its 66.9% majority interest in TAO Group Sub-Holdings LLC (“Tao Group Hospitality”) to a subsidiary of Mohari Hospitality Limited, a global investment company focused on the luxury lifestyle and hospitality sectors (the “Tao Group Hospitality Disposition”). On May 3, 2023, the Company announced that, through its indirect subsidiary, TAO Group Holdings, LLC (“TAO Holdings”), the Company completed the sale of its interests in Tao Group Hospitality. The transaction values Tao Group Hospitality at $550,000, subject to certain customary purchase price adjustments. The Company, through certain of its subsidiaries, owns 79.1% of TAO Holdings, which represents an effective ownership of 66.9% of Tao Group Hospitality, and thus would be entitled to that percentage of the total cash consideration paid to the Sellers (net of, among other things, the payoff of outstanding debt and certain debt-like items and fees, costs and expenses incurred in connection with the transaction) pursuant to the transaction agreement dated as of April 17, 2023, by and among TAO Holdings, Hakkasan USA Inc., the other sellers party thereto and Disco Ball Intermediate, LLC (the “Transaction Agreement”). At closing, the Company received approximately $295,000 of net proceeds (taking into account the payment of accrued management fees) in connection with the transaction. As of and for the three and nine months ended March 31, 2023, the Tao Group Hospitality segment met the criteria for discontinued operations and was classified as for held for sale, along with the related operations as a discontinued operation. See Note 3. Discontinued Operations and Dispositions, for details regarding the Tao Group Hospitality Disposition. Description of Business Following the MSGE Spinco Distribution and the Tao Group Hospitality Disposition, the Company’s business consists of Sphere, a next-generation entertainment medium powered by new technologies to create experiences that transport audiences to places both real and imagined; MSG Networks, which operates two regional sports and entertainment networks, MSG Network and MSG Sportsnet (formerly MSG+), as well as a companion streaming service, MSG GO, delivering a wide range of live sports content and other programming; and an approximately 33% economic interest in MSG Entertainment. The Company is comprised of two reportable segments: Entertainment and MSG Networks. Historically, Tao Group Hospitality had been a reportable segment, but as of March 31, 2023, has been classified as a discontinued operation, as discussed above. See Note 1. Description of Business and Basis of Presentation, to the consolidated and combined financial statements included in the Form 10-K for the fiscal years ended June 30, 2022, 2021 and 2020 as filed with the SEC on August 19, 2022 (the “2022 Form 10-K”) for more information regarding the details of the Company’s business. Advertising Sales Representation Agreement Termination The advertising sales representation agreement (the “Networks Advertising Sales Representation Agreement”) between two of the Company’s subsidiaries, MSGN Holdings, L.P. and Sphere Entertainment Group, LLC (formerly MSG Entertainment Group, LLC, “Sphere Entertainment Group”), pursuant to which Sphere Entertainment Group had the exclusive right and obligation to sell MSG Networks advertising availabilities for a commission, was terminated effective as of December 31, 2022. The termination of the Networks Advertising Sales Representation Agreement has impacted the operating results of the reportable segments of the Company for the three and nine months end March 31, 2023 and on a go forward basis. As a result, the Entertainment segment will no longer recognize advertising sales commission revenue or the employee costs related to the advertising sales agency. Conversely, the MSG Networks segment will no longer incur advertising commission expense but will reflect the employee costs of the former Entertainment employees that supported the advertising sales agency as such employees have been transferred to MSG Networks, which will result in higher direct operating expenses and selling, general and administrative expenses going forward. Basis of Presentation The Company reports on a fiscal year basis ending on June 30 th (“Fiscal Year”). In these unaudited condensed consolidated interim financial statements (“financial statements”), the years ended on June 30, 2023 and 2022 are referred to as “Fiscal Year 2023” and “Fiscal Year 2022,” respectively. Certain Fiscal Year 2022 amounts have been reclassified to conform to the Fiscal Year 2023 presentation. The accompanying financial statements have been prepared in accordance with GAAP for interim financial information and the instructions of Rule 10-01 of Regulation S-X of the SEC, and should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for Fiscal Year 2022 included in the 2022 Form 10-K. In the opinion of the Company, the accompanying financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2023 and its results of operations for the three and nine months ended March 31, 2023, and 2022, and cash flows for the nine months ended March 31, 2023, and 2022. The condensed consolidated financial statements and the accompanying notes as of Fiscal Year 2022 were derived from audited annual financial statements but do not contain all of the footnote disclosures from the annual financial statements. 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. Prior to the MSGE Spinco Distribution, the Company generally earned a disproportionate share of its annual revenues in the second and third quarters of its fiscal year as a result of the production of the Christmas Spectacular Starring the Radio City Rockettes (the “ Christmas Spectacular ”), arena license fees in connection with the use of Madison Square Garden (“The Garden”) by the New York Knicks (the “Knicks”) of the National Basketball Association (the “NBA”) and the New York Rangers (the “Rangers”) of the National Hockey League (the “NHL”), and MSG Networks’ advertising revenue being largely derived from the sale of inventory in its live NBA and NHL professional sports programming. Following the MSGE Spinco Distribution, our MSG Networks segment generally continues to expect to earn a higher share of its annual revenues in the second and third quarters of its fiscal year as a result of MSG Networks’ advertising revenue being largely derived from the sale of inventory in its live NBA and NHL professional sports programming. Impact of the COVID-19 Pandemic The Company’s operations and operating results were not materially impacted by the COVID-19 pandemic during the three and nine months ended March 31, 2023, as compared to the prior year period, which was impacted by fewer ticketed events at our performance venues in the first half of the fiscal year due to the lead-time required to book touring acts and artists and the postponement or cancellation of select events at our performance venues (including the partial cancellation of the 2021 production of the Christmas Spectacular) during the second and third quarters of Fiscal Year 2022 as a result of an increase in COVID-19 cases. In addition, due to the COVID-19 pandemic, the 2020-21 NHL season was shortened and resulted in reductions in media rights fees recognized in our MSG Networks segment, which had a residual impact reflected in the nine months ended March 31, 2022. See Note 1, Impact of the COVID-19 Pandemic, to the consolidated and combined financial statements included in the 2022 Form 10-K for more information regarding the impact of the COVID-19 pandemic on our business. It is unclear to what extent COVID-19 concerns, including with respect to new variants, could result in new government or league-mandated capacity or other restrictions or vaccination/mask requirements or impact the use of and/or demand for Sphere in Las Vegas, impact demand for our sponsorship and advertising assets, deter our employees and vendors from working at Sphere in Las Vegas (which may lead to difficulties in staffing) or otherwise materially impact our operations. |
Accounting Policies
Accounting Policies | 9 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Accounting Policies | Accounting Policies Principles of Consolidation The financial statements of the Company include the accounts of Sphere Entertainment Co. and its subsidiaries, including Tao Group Hospitality, which is reported as a discontinued operation as of March 31, 2023 and Boston Calling Events, LLC (“BCE”), until its disposition on December 2, 2022. All significant intercompany transactions and balances have been eliminated in consolidation. The financial statements of the Company historically included accounts of Tao Group Hospitality, which has been sold subsequent to March 31, 2023, and BCE (up to December 2, 2022) in which the Company had a controlling voting interest. The Company’s consolidation criteria are based on authoritative accounting guidance for identifying a controlling financial interest. Tao Group Hospitality and BCE were consolidated with the equity owned by other stockholders shown as redeemable or nonredeemable noncontrolling interests in the accompanying condensed consolidated balance sheets, and the other stockholders’ portion of net earnings (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 condensed consolidated statements of operations and condensed consolidated statements of comprehensive income (loss), respectively. See Note 3, Discontinued Operations and Dispositions, for details regarding the Tao Group Hospitality Disposition and the BCE disposition. See Note 2, Summary of Significant Accounting Policies, to the consolidated and combined financial statements included in the 2022 Form 10-K regarding the classification of redeemable noncontrolling interests of Tao Group Hospitality. Use of Estimates The preparation of the accompanying financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the provision for credit losses, valuation of investments, goodwill, intangible assets, other long-lived assets, deferred tax assets, pension and other postretirement benefit obligations and the related net periodic benefit cost, and other liabilities. In addition, estimates are used in revenue recognition, rights fees, performance and share-based compensation, depreciation and amortization, litigation matters and other matters. 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 the 2022 Form 10-K. The update primarily reflects the addition of a policy related to production costs for the Company’s Original Immersive Productions. Production Costs for the Company’s Original Immersive Productions The Company defers certain costs during the production phase of its original immersive productions for Sphere that are directly related to production activities. Such costs include, but are not limited to, fees paid to writers, directors, and producers as well as video and music production costs and production specific overhead. Deferred immersive production costs are amortized in the same ratio that current period actual revenue bears to estimated remaining unrecognized ultimate revenue as of the beginning of the current fiscal year. Estimates of ultimate revenues are prepared on an individual production basis and reviewed regularly by management and revised where necessary to reflect the most current information. Ultimate revenues reflect management’s estimates of future revenue over a period not to exceed ten years following the premiere of the production. Deferred immersive production costs are subject to recoverability assessments whenever there is an indication of potential impairment. As of March 31, 2023, the Company recorded approximately $46,500 in Other non-current assets i n the accompanying condensed consolidated balance sheets related to these p roduction costs. Recently Issued and Adopted Accounting Pronouncements Recently Issued Accounting Pronouncements No recently issued accounting guidance materially impacted or is expected to impact the Company's financial statements. Recently Adopted Accounting Pronouncements In October 2021 , the Financial Accounting Standards Board issued Accounting Standards Update (“ ASU”) No. 2021-08, Accounting for Contract Assets and Contract Liabilities From Contracts With Customers . This ASU requires that the acquiring entity in a business combination recognize and measure contract assets and contract liabilities acquired in accordance with Accounting Standard Codification (“ASC”) Topic 606. This standard was adopted by the Company in the first quarter of Fiscal Year 2023. The adoption of this standard did not have an impact on the Company’s financial statements. |
Discontinued Operations and Dis
Discontinued Operations and Dispositions | 9 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Dispositions | Discontinued Operations and Dispositions Discontinued Operations in Tao Group Hospitality As described above, on April 17, 2023, the Company announced it entered into an agreement to sell its 66.9% majority interest in Tao Group Hospitality to a subsidiary of Mohari Hospitality Limited. On May 3, 2023, the Company announced it had completed the Tao Group Hospitality Disposition. The Company analyzed the quantitative and qualitative factors relevant to the Tao Group Hospitality Disposition and determined that the criteria to classify the assets and liabilities of Tao Group Hospitality as held for sale, along with the related operations as a discontinued operation had been satisfied as of the third quarter of Fiscal Year 2023. The historical financial results of the Tao Group Hospitality segment have been reflected in the accompanying condensed consolidated financial statements as held for sale as of March 31, 2023 and June 30, 2022 and as discontinued operations for the three and nine months ended March 31, 2023 and March 31, 2022. No impairment loss was recognized in connection with the reclassification to discontinued operations as of March 31, 2023, and the gain on the sale will be recorded in the fourth quarter of Fiscal Year 2023. Prior to the Tao Group Hospitality Disposition, the Company’s results from discontinued operations reflect a number of intercompany transactions. The tables below sets forth, for the periods presented, the balance sheet and the operating results of the disposal group. Amounts presented below differ from historically reported results for the Tao Group Hospitality business segment due to reclassifications and adjustments made for purposes of discontinued operations presentation. March 31, June 30, ASSETS Current Assets: Cash, cash equivalents and restricted cash $ 30,861 $ 23,125 Accounts receivable, net 25,301 28,640 Prepaid expenses and other current assets 17,890 20,323 Total current assets (a) 74,052 72,088 Non-Current Assets: Property and equipment, net 87,529 85,396 Right-of-use lease assets 141,184 109,194 Goodwill 1,364 1,364 Intangible assets, net 131,413 141,421 Deferred tax assets, net 51,117 46,466 Other non-current assets 15,908 16,589 Total non-current assets (a) 428,515 400,430 Total assets of the disposal group classified as held for sale $ 502,567 $ 472,518 LIABILITIES Current Liabilities: Accounts payable, accrued and other current liabilities $ 49,507 $ 60,163 Current portion of long-term debt 3,750 3,750 Operating lease liabilities, current 19,168 19,751 Deferred revenue 15,295 19,137 Total current liabilities (a) 87,720 102,801 Non-Current Liabilities: Long-term debt, net of deferred financing costs 77,486 80,130 Operating lease liabilities, non-current 123,191 89,437 Other non-current liabilities 1,420 1,393 Total non-current liabilities (a) 202,097 170,960 Total liabilities of the disposal group classified as held for sale 289,817 273,761 Net Assets of the disposal group classified as held for sale 212,750 198,757 Redeemable noncontrolling interests of disposal group classified as held for sale $ 138,812 $ 184,192 Nonredeemable noncontrolling interests of disposal group classified as held for sale $ 13,426 $ 12,163 _________________ (a) The assets and liabilities of the disposal group classified as held for sale are classified as current on the March 31,2023 balance sheet as the transaction was completed and net proceeds were received on May 3,2023. Three Months Ended Nine Months Ended March 31, March 31, 2023 2022 2023 2022 Revenues $ 130,857 $ 107,593 $ 398,078 $ 342,634 Direct operating expenses (77,963) (64,509) (232,029) (188,419) Selling, general and administrative expenses (46,541) (38,810) (131,200) (110,434) Depreciation and amortization (7,421) (8,176) (21,144) (25,552) Impairment and other gains, net — 5,074 473 5,235 Operating (loss) income (1,068) 1,172 14,178 23,464 Interest income 49 7 85 11 Interest expense (160) (303) (3,221) (1,195) Other (expense) income, net (8) 75 719 (301) (Loss) income from operations before income taxes (1,187) 951 11,761 21,979 Income tax (expense) benefit (3,389) 34 (4,213) (1,580) Net (loss) income (4,576) 985 7,548 20,399 Less: Net loss attributable to nonredeemable noncontrolling interests (216) (1,161) (128) (323) Less: Net (loss) income attributable to redeemable noncontrolling interests (1,492) (442) 2,661 4,412 Net (loss) income from discontinued operations attributable to Sphere Entertainment Co.’s stockholders $ (2,868) $ 2,588 $ 5,015 $ 16,310 As permitted under ASC 205-20-50-5b(2), the Company has elected not to adjust the consolidated statements of cash flows for the nine months ended March 31, 2023 and 2022 to exclude cash flows attributable to discontinued operations. The table below sets forth, for the periods presented, significant selected financial information related to discontinued activities included in the accompanying condensed consolidated financial statements: Three Months Ended Nine Months Ended March 31, March 31, 2023 2022 2023 2022 Non-cash items included in net (loss) income: Depreciation and amortization $ 7,421 $ 8,176 $ 21,144 $ 25,552 Impairment and other gains, net — (5,074) (473) (5,235) Share-based compensation expense 2,144 1,876 6,570 5,745 Cash flows from investing activities: Capital expenditures, net $ (4,962) $ (5,295) $ (16,417) $ (16,566) Non-cash investing activities: Investments and loans to nonconsolidated affiliates $ — $ 55 $ — $ 731 Disposition of Our Interest in Boston Calling Events The Company entered into an agreement on December 1, 2022 to sell its controlling interest in BCE (the “BCE Disposition”). The transaction closed on December 2, 2022 resulting in a total gain on sale of $8,744, net of transaction costs. BCE meets the definition of a business under SEC Regulation S-X Rule 11-01(d)-1 and ASC Topic 805 — Business Combinations . This disposition does not represent a strategic shift with a major effect on the Company’s operations, and as such, has not been reflected as a discontinued operation under ASC Subtopic 205-20 — Discontinued Operations . The gain on the BCE Disposition was reported under the Entertainment segment and recorded in Impairment and other (losses) gains, net in the condensed consolidated statements of operations. Disposition of Corporate Aircraft On December 30, 2022, the Company sold its owned aircraft for $20,375. In connection with the sale, the Company recognized a loss of $4,383, net of transaction costs. The loss on the aircraft disposition was reported under the Entertainment segment and recorded in Impairment and other (losses) gains, net in the condensed consolidated statements of operations. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Mar. 31, 2023 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | Revenue Recognition Contracts with Customers See Note 2, Summary of Significant Accounting Policies and Note 4, Revenue Recognition, to the consolidated and combined financial statements included in the 2022 Form 10-K for more information regarding the details of the Company’s revenue recognition policies. All revenue recognized in the condensed consolidated statements of operations is considered to be revenue from contracts with customers in accordance with ASC Topic 606, except for revenues from the arena license agreements that require the Knicks and the Rangers to play their home games at The Garden (the “Arena License Agreements”), leases and subleases that are accounted for in accordance with ASC Topic 842. 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 for the three and nine months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 Entertainment MSG Networks Eliminations Total Event-related and entertainment offerings (a) $ 102,314 $ — $ — $ 102,314 Sponsorship, signage and suite licenses (b) 59,724 3,060 — 62,784 Media related, primarily from affiliation agreements (b) — 156,162 — 156,162 Other (c) 7,173 2,214 — 9,387 Total revenues from contracts with customers 169,211 161,436 — 330,647 Revenues from Arena License Agreements, leases and subleases 32,650 — — 32,650 Total revenues $ 201,861 $ 161,436 $ — $ 363,297 Three Months Ended March 31, 2022 Entertainment MSG Networks Eliminations Total Event-related and entertainment offerings (a) $ 90,899 $ — $ — $ 90,899 Sponsorship, signage and suite licenses (b) 55,609 2,688 — 58,297 Media related, primarily from affiliation agreements (b) — 163,247 — 163,247 Other (c) 17,025 1,634 (9,620) 9,039 Total revenues from contracts with customers 163,533 167,569 (9,620) 321,482 Revenues from Arena License Agreements, leases and subleases 31,052 — — 31,052 Total revenues $ 194,585 $ 167,569 $ (9,620) $ 352,534 Nine Months Ended March 31, 2023 Entertainment MSG Networks Eliminations Total Event-related and entertainment offerings (a) $ 443,992 $ — $ — $ 443,992 Sponsorship, signage and suite licenses (b) 167,113 5,708 — 172,821 Media related, primarily from affiliation agreements (b) — 432,375 — 432,375 Other (c) 25,660 4,730 (8,802) 21,588 Total revenues from contracts with customers 636,765 442,813 (8,802) 1,070,776 Revenues from Arena License Agreements, leases and subleases 68,716 — — 68,716 Total revenues $ 705,481 $ 442,813 $ (8,802) $ 1,139,492 Nine Months Ended March 31, 2022 Entertainment MSG Networks Eliminations Total Event-related and entertainment offerings (a) $ 268,391 $ — $ — $ 268,391 Sponsorship, signage and suite licenses (b) 113,565 5,111 — 118,676 Media related, primarily from affiliation agreements (b) — 459,920 — 459,920 Other (c) 31,914 3,992 (17,015) 18,891 Total revenues from contracts with customers 413,870 469,023 (17,015) 865,878 Revenues from Arena License Agreements, leases and subleases 62,564 — — 62,564 Total revenues $ 476,434 $ 469,023 $ (17,015) $ 928,442 _________________ (a) Consists of (i) ticket sales and other ticket-related revenues, (ii) venue license fees from third-party promoters, and (iii) food, beverage and merchandise sales. Event-related revenues and entertainment 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 2, Summary of Significant Accounting Policies, Revenue Recognition, and Note 4, Revenue Recognition, to the consolidated and combined financial statements included in the 2022 Form 10-K for further details on the pattern of recognition of sponsorship, signage and suite license revenues and media related revenue. (c) Primarily consists of (i) revenues from sponsorship sales and representation agreements with Madison Square Garden Sports Corp. (“MSG Sports”) and (ii) advertising commission revenues recognized by the Entertainment segment from the MSG Networks segment of $— and $8,802 for the three and nine months ended March 31, 2023, and $9,620 and $17,015 for the three and nine months ended March 31, 2022, respectively, that are eliminated in consolidation. The Networks Advertising Sales Representation Agreement was terminated as of December 31, 2022, as discussed in Note 1, Description of Business. 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, 2023 and 2022: Three Months Ended March 31, 2023 Entertainment MSG Networks Eliminations Total Ticketing and venue license fee revenues (a) $ 45,547 $ — $ — $ 45,547 Sponsorship and signage, suite, and advertising commission revenues (b) 78,504 — — 78,504 Food, beverage and merchandise revenues 43,021 — — 43,021 Media networks revenues (c) — 161,436 — 161,436 Other 2,139 — — 2,139 Total revenues from contracts with customers 169,211 161,436 — 330,647 Revenues from Arena License Agreements, leases and subleases 32,650 — — 32,650 Total revenues $ 201,861 $ 161,436 $ — $ 363,297 Three Months Ended March 31, 2022 Entertainment MSG Networks Eliminations Total Ticketing and venue license fee revenues (a) $ 46,867 $ — $ — $ 46,867 Sponsorship and signage, suite, and advertising commission revenues (b) 79,631 — (9,620) 70,011 Food, beverage and merchandise revenues 36,344 — — 36,344 Media networks revenues (c) — 167,569 — 167,569 Other 691 — — 691 Total revenues from contracts with customers 163,533 167,569 (9,620) 321,482 Revenues from Arena License Agreements, leases and subleases 31,052 — — 31,052 Total revenues $ 194,585 $ 167,569 $ (9,620) $ 352,534 Nine Months Ended March 31, 2023 Entertainment MSG Networks Eliminations Total Ticketing and venue license fee revenues (a) $ 291,404 $ — $ — $ 291,404 Sponsorship and signage, suite, and advertising commission revenues (b) 215,812 — (8,802) 207,010 Food, beverage and merchandise revenues 124,711 — — 124,711 Media networks revenues (c) — 442,813 — 442,813 Other 4,838 — — 4,838 Total revenues from contracts with customers 636,765 442,813 (8,802) 1,070,776 Revenues from Arena License Agreements, leases and subleases 68,716 — — 68,716 Total revenues $ 705,481 $ 442,813 $ (8,802) $ 1,139,492 Nine Months Ended March 31, 2022 Entertainment MSG Networks Eliminations Total Ticketing and venue license fee revenues (a) $ 172,844 $ — $ — $ 172,844 Sponsorship and signage, suite, and advertising commission revenues (b) 161,046 — (17,015) 144,031 Food, beverage and merchandise revenues 78,032 — — 78,032 Media networks revenues (c) — 469,023 — 469,023 Other 1,948 — — 1,948 Total revenues from contracts with customers 413,870 469,023 (17,015) 865,878 Revenues from Arena License Agreements, leases and subleases 62,564 — — 62,564 Total revenues $ 476,434 $ 469,023 $ (17,015) $ 928,442 _________________ (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 $8,802 for the nine months ended March 31, 2023, and $9,620 and $17,015 for the three and nine month ended March 31, 2022, respectively, that are eliminated in consolidation. (c) Primarily consists of affiliation fees from Distributors and, to a lesser extent, advertising revenues through the sale of commercial time and other advertising inventory during MSG Networks programming. Contract Balances The following table provides information about contract balances from the Company’s contracts with customers as of March 31, 2023 and June 30, 2022: March 31, June 30, 2023 2022 Receivables from contracts with customers, net (a) $ 225,644 $ 192,630 Contract assets, current (b) 8,324 5,688 Contract assets, non-current (b) — 756 Deferred revenue, including non-current portion (c) 265,894 209,473 _________________ (a) Receivables from contracts with customers, which are reported in Accounts receivable and Prepaid expenses and other current assets in the Company’s condensed consolidated balance sheets, represent the Company’s unconditional rights to consideration under its contracts with customers. As of March 31, 2023 and June 30, 2022, the Company’s receivables from contracts with customers above included $11,201 and $4,618, respectively, related to various related parties. See Note 14, Related Party Transactions for further details on related party arrangements. (b) Contract assets, which are reported as Prepaid expenses and other current assets or Other non-current assets in the Company’s condensed 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 the customers. Deferred revenue is reduced and the related revenue is recognized once the underlying goods or services are transferred to a customer. Revenue recognized for the three and nine months ended March 31, 2023 relating to the deferred revenue balance as of June 30, 2022 was $21,196 and $175,363, respectively. Transaction Price Allocated to the Remaining Performance Obligations As of March 31, 2023, the Company’s remaining performance obligations were approximately $577,000 of which 40% is expected to be recognized over the next two years and an additional 42% of the balance to be recognized in the following two years. This primarily relates to performance obligations under sponsorship and suite license arrangements that have original expected durations longer than one year and for which the consideration is not variable. In developing the estimated revenue, the Company applies the allowable practical expedient and does not disclose information about remaining performance obligations that have original expected durations of one year or less. |
Restructuring Charges
Restructuring Charges | 9 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges During Fiscal Year 2023, the Company implemented a cost reduction program which resulted in the recognition of termination benefits for a workforce reduction of certain executives and employees in the Entertainment and MSG Networks segments. As a result, the Company recognized restructuring charges of $20,498 and $34,180 for the three and nine months ended March 31, 2023, respectively, inclusive of $7,384 and $9,677, respectively, of share-based compensation expenses, which are accrued in accounts payable, accrued and other current liabilities and additional paid-in-capital on the condensed consolidated balance sheet. The Company recognized restructuring charges of $14,690 for the three and nine months ended March 31, 2022, inclusive of $4,589 of share-based compensation expenses, which are accrued in accounts payable, accrued and other current liabilities and additional paid-in-capital on the condensed consolidated balance sheet. Changes to the Company’s restructuring liability through March 31, 2023 were as follows: June 30, 2022 $ 8,081 Restructuring charges (excluding share-based compensation expense) 24,503 Payments (16,647) March 31, 2023 $ 15,937 |
Investments in Nonconsolidated
Investments in Nonconsolidated Affiliates | 9 Months Ended |
Mar. 31, 2023 | |
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 or as equity investments without readily determinable fair value, are included within Other non-current assets in the accompanying condensed consolidated balance sheets and consisted of the following: Investment As of Ownership Percentage March 31, June 30, Equity method investments: SACO Technologies Inc. (“SACO”) 30 % $ 23,733 $ 31,448 Holoplot Loan (a) 20,584 — Holoplot 25 % 1,809 2,096 Equity securities without readily determinable fair values 9,195 7,102 Total investments in nonconsolidated affiliates $ 55,321 $ 40,646 _________________ (a) In January 2023, the Company, through an indirect subsidiary, extended financing to Holoplot GmbH (“Holoplot”) in the form of a three-year convertible loan (the “Holoplot Loan”) of €18,804, equivalent to $20,484 using the applicable exchange rate at the time of the transaction. The Holoplot Loan is comprised of $7,625 cash and $12,859 of outstanding deposits paid by the Company to Holoplot in prior periods. Absent conversion, which is currently not available under the terms of the Holoplot Loan, the Holoplot Loan and interest accrued thereon are due and payable at the conclusion of the three Equity Investments with Readily Determinable Fair Value In addition to the investments discussed above, the Company holds investments in (i) Townsquare Media, Inc. (“Townsquare”), and (ii) 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 carrying fair value of these investments, which are reported under Other non-current assets in the accompanying condensed balance sheets as of March 31, 2023 and June 30, 2022, are as follows: Equity Investments with Readily Determinable Fair Value March 31, June 30, Townsquare Class A common stock $ 4,665 $ 4,776 Townsquare Class C common stock 21,000 21,499 DraftKings common stock 12,397 10,146 Total Equity Investments with Readily Determinable Fair Values $ 38,062 $ 36,421 The following table summarizes the realized and unrealized gain (loss) on equity investments with and without readily determinable fair value, which is reported in Other expense, net, for the three and nine months ended March 31, 2023 and 2022: Three Months Ended Nine Months Ended March 31, March 31, 2023 2022 2023 2022 Unrealized gain (loss) — Townsquare $ 2,406 $ (1,732) $ (609) $ 129 Unrealized gain (loss) — DraftKings 5,104 (6,956) 4,916 (28,432) Unrealized gain — Other — — 1,969 — Gain from shares sold — DraftKings 214 — 1,703 — Total realized and unrealized gain (loss) $ 7,724 $ (8,688) $ 7,979 $ (28,303) Supplemental information on realized gain: Shares of common stock sold — DraftKings 29 — 229 — Cash proceeds from common stock sold — DraftKings $ 550 $ — $ 4,369 $ — |
Property and Equipment
Property and Equipment | 9 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment As of March 31, 2023 and June 30, 2022, property and equipment consisted of the following: March 31, June 30, Land $ 141,257 $ 140,239 Buildings 1,066,722 997,345 Equipment, furniture and fixtures 516,266 455,463 Aircraft (a) — 38,090 Leasehold improvements 124,369 124,369 Construction in progress (b) 2,818,995 2,024,117 Total Property and equipment 4,667,609 3,779,623 Less accumulated depreciation and amortization (a) (977,375) (925,967) Property and equipment, net $ 3,690,234 $ 2,853,656 _________________ (a) On December 30, 2022, the Company completed the disposition of a corporate aircraft (see Note 3, Dispositions), which resulted in a reduction of gross assets of $38,090, and accumulated depreciation of $13,689. (b) Construction in progress includes labor and interest that are capitalized during the construction period for significant long term construction projects. These costs primarily relate to the construction of Sphere in Las Vegas. For the three and nine months ended March 31, 2023, the Company capitalized interest of $38,115 and $88,450 of interest, respectively. For the three and nine months ended March 31, 2022, the Company capitalized $12,272 and $32,202 of interest, respectively. The increase in Construction in progress is primarily associated with the development and construction of Sphere in Las Vegas, which includes capitalized labor and interest. The property and equipment balances above include $307,368 and $206,462 of capital expenditure accruals (primarily related to Sphere construction) as of March 31, 2023 and June 30, 2022, respectively, which are reflected in Accounts payable, accrued and other current liabilities in the accompanying condensed consolidated balance sheets. Depreciation and amortization expense on property and equipment was $22,220 and $65,000 for the three and nine months ended March 31, 2023, respectively, and $19,351 and $59,712, for the three and nine months ended March 31, 2022, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The carrying amount of goodwill as of March 31, 2023 and June 30, 2022 are as follows: March 31, June 30, Entertainment $ 74,309 $ 74,309 MSG Networks 424,508 424,508 Total Goodwill $ 498,817 $ 498,817 During the first quarter of Fiscal Year 2023, the Company performed its annual impairment test of goodwill and determined that there was no impairment 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, 2023 and June 30, 2022 were as follows: March 31, June 30, Trademarks $ 61,881 $ 61,881 Photographic related rights 1,920 1,920 Total indefinite-lived intangible assets $ 63,801 $ 63,801 During the first quarter of Fiscal Year 2023, the Company performed its annual impairment test of indefinite-lived intangible assets and determined that there was no impairment of indefinite-lived intangibles identified as of the impairment test date. The Company’s intangible assets subject to amortization are as follows: March 31, 2023 Gross Accumulated Net Affiliate relationships 83,044 (64,355) 18,689 Other intangibles (b) 4,217 (4,217) — Total amortizable intangible assets $ 87,261 $ (68,572) $ 18,689 June 30, 2022 Gross Accumulated Net Trade names (a) $ 2,530 $ (2,169) $ 361 Affiliate relationships 83,044 (62,019) 21,025 Festival rights (a) 8,080 (6,926) 1,154 Other intangibles 4,217 (4,094) 123 Total amortizable intangible assets $ 97,871 $ (75,208) $ 22,663 _________________ (a) On December 2, 2022, the Company completed the BCE Disposition (see Note 3, Dispositions), which resulted in a reduction of gross assets and accumulated amortization related to festival rights and trade names, associated with the BCE Disposition. (b) Other intangibles gross and accumulated amortization balances were fully amortized. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments See Note 14, Commitments and Contingencies, to the consolidated and combined financial statements included in the 2022 Form 10-K for details on the Company’s off-balance sheet commitments. The Company’s off-balance sheet commitments as of June 30, 2022 included a total of $3,893,665 of contract obligations (primarily related to media rights agreements from the MSG Networks segment). During the three and nine months ended March 31, 2023, the Company did not have any material changes in its non-cancelable contractual obligations (other than activities in the ordinary course of business), except for the execution of the LV Sphere Term Loan Facility (as defined below) on December 22, 2022. See Note 10, Credit Facilities for details of the principal repayments required under the Company’s various credit facilities, including the LV Sphere Term Loan Facility. Legal Matters Fifteen complaints were filed in connection with the Company’s acquisition of MSG Networks Inc. (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 of the State of Delaware (the “Court”) 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 “MSG Entertainment Litigation”). 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. The Company substantially completed its production of documents responsive to plaintiffs’ requests on June 24, 2022, and on November 16, 2022, fact discovery closed. Pursuant to the indemnity rights in its bylaws and Delaware law, the Company has advanced the costs incurred by defendants in this action, and defendants have asserted indemnification rights in respect of any adverse judgment or settlement of the action. On March 14, 2023, the parties to the MSG Entertainment Litigation reached an agreement in principle to settle the MSG Entertainment Litigation on the terms and conditions set forth in a binding term sheet, which was incorporated into a long-form settlement agreement (“MSGE Settlement Agreement”) that was filed with the Court on April 20, 2023. The MSGE Settlement Agreement provides for, among other things, the final dismissal of the MSG Entertainment Litigation in exchange for a settlement payment to the Company of $85,000, subject to customary reduction for attorneys’ fees and expenses, in an amount to be determined by the Court. The settlement amount will be fully funded by defendants’ insurers. The settlement of the MSG Entertainment Litigation is subject to the final approval of the Court. No gain amount relating to the proposed settlement has been recorded as of March 31, 2023. On September 27, 2021, the Court 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 “MSG Networks Litigation”). 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. and the controlling stockholders 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 but has been subpoenaed to produce documents and testimony related to the Merger. Plaintiffs seek, among other relief, monetary damages for the putative class and plaintiffs’ attorneys’ fees. Defendants in the MSG Networks Litigation filed answers to the complaint on December 30, 2021. The Company substantially completed its production of documents responsive to plaintiffs’ requests on June 24, 2022, and on November 16, 2022 fact discovery closed. Pursuant to the indemnity rights in its bylaws and Delaware law, the Company has advanced the costs incurred by defendants in this action, and defendants have asserted indemnification rights in respect of any adverse judgment or settlement of the action. On April 6, 2023, the parties to the MSG Networks Litigation reached an agreement in principle to settle the MSG Networks Litigation , without admitting liability, on the terms and conditions set forth in a binding term sheet (“MSG Networks Term Sheet”), which will be incorporated into a long-form settlement agreement. The MSG Networks Term Sheet provides for, among other things, the final dismissal of the MSG Networks Litigation in exchange for a settlement payment to the plaintiffs and the class of $48,500 which has been recorded in Accounts payable, accrued and other current liabilities as of March 31, 2023 . MSG Networks has a dispute with its insurers over whether and to what extent there is insurance coverage for the settlement. Unless those parties settle that insurance dispute, it is expected to be resolved in a pending Delaware insurance coverage action. In the interim, and subject to final resolution of the parties’ insurance coverage dispute, certain of MSG Networks’ insurers have agreed to advance $20,500 to fund the settlement and related class notice costs. The settlement of the MSG Networks Litigation is subject to the final approval of the Court. 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. |
Credit Facilities
Credit Facilities | 9 Months Ended |
Mar. 31, 2023 | |
Line of Credit Facility [Abstract] | |
Credit Facilities | Credit Facilities See Note 15, Credit Facilities, to the consolidated and combined financial statements included in the 2022 Form 10-K for more information regarding the Company’s credit facilities. The following table summarizes the presentation of the outstanding balances under the Company’s credit agreements as of March 31, 2023 and June 30, 2022: March 31, June 30, Current portion MSG Networks Term Loan $ 82,500 $ 66,000 National Properties Term Loan Facility 16,250 8,125 Other current portion of long-term debt — 637 Total Current portion of long-term debt $ 98,750 $ 74,762 March 31, 2023 June 30, 2022 Principal Unamortized Deferred Financing Costs Net Principal Unamortized Deferred Financing Costs Net Non-current portion MSG Networks Term Loan $ 870,375 $ (1,788) $ 868,587 $ 932,250 $ (2,715) $ 929,535 National Properties Term Loan Facility 629,687 (13,645) 616,042 641,875 (16,064) 625,811 National Properties Revolving Credit Facility 27,100 — 27,100 29,100 — 29,100 LV Sphere Term Loan Facility 275,000 (5,149) 269,851 — — — Other long-term debt 168 — 168 — — — Total Long-term debt, net of deferred financing costs $ 1,802,330 $ (20,582) $ 1,781,748 $ 1,603,225 $ (18,779) $ 1,584,446 MSG Networks Credit Facilities General. MSGN Holdings, L.P. (“MSGN L.P.”), MSGN Eden, LLC, an indirect subsidiary of the Company 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. have senior secured credit facilities pursuant to a credit agreement (as amended and restated on October 11, 2019, the “MSGN Credit Agreement”) consisting of: (i) an initia l $1,100,000 term l oan facility (the “MSGN Term Loan Facility”) and ( ii) a $250,000 revolving credit facility (the “MSGN Revolving Credit Facility” and, together with the MSGN Term Loan Facility, the “MSG Networks Credit Facilities”), each with a term of five years. Up to $35,000 of the MSGN Revolving Credit Facility is available for the issuance of letters of credit. As of March 31, 2023, there were no borrowings or letters of credit issued and outstanding under the MSGN Revolving Credit Facility. Interest Rates. 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, 2023 was 6.86% . Principal Repayments. 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. Covenants. The MSGN Credit Agreement generally requires the MSGN Holdings Entities and MSGN L.P. and its restricted subsidiaries on a c onsolidated 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. As of March 31, 2023, the MSGN Holdings Entities and MSGN L.P. and its restricted subsidiaries on a consolidated basis were in compliance with the covenants. 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. Guarantors and Collateral. 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. National Properties Credit Facilities General. On June 30, 2022, MSG National Properties, LLC (“MSG National Properties”) an indirect, wholly-owned subsidiary of the Company, Sphere Entertainment Group, LLC (formerly known as MSG Entertainment Group, LLC, “Sphere Entertainment Group”) and certain subsidiaries of MSG National Properties entered into a credit agreement with JP Morgan Chase Bank, N.A., as administrative agent and the lenders and L/C issuers party thereto (the “National Properties Credit Agreement”), providing for a five- year, $650,000 sen ior secured term loan facility (the “National Properties Term Loan Facility”) and a five-year, $100,000 revolving credit facility (the “National Properties Revolving Credit Facility” and, together with the National Properties Term Loan Facility, the “National Properties Credit Facilities”). As of March 31, 2023, outstanding letters of credit were $7,992 and the remaining balance available under the National Properties Revolving Credit Facility was $72,900. Interest Rates. Borrowings under the current National Properties Credit Facilities bear interest at a floating rate, which at the option of MSG National Properties may be either (a) a base rate plus an applicable margin ranging from 1.50% to 2.50% per annum, determined based on the total leverage ratio of MSG National Properties and its restricted subsidiaries (the “National Properties Base Rate”), or (b) Term SOFR plus an applicable margin ranging from 2.50% to 3.50% per annum, determined based on the total leverage ratio of MSG National Properties and its restricted subsidiaries (the “National Properties SOFR Rate”). The National Properties Credit Agreement requires MSG National Properties to pay a commitment fee ranging from 0.30% to 0.50% in respect of the daily unused commitments under the National Properties Revolving Credit Facility. MSG National Properties 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 National Properties Credit Agreement. The interest rate on the National Properties Credit Facilities as of March 31, 2023 was 7.41%. Principal Repayments. Subject to customary notice and minimum amount conditions, MSG National Properties may voluntarily repay outstanding loans under the National Properties Credit Facilities and terminate commitments under the National Properties Revolving Credit Facility, at any time, in whole or in part, subject only to customary breakage costs in the case of prepayment of Term SOFR loans. The principal obligations under the National Properties Term Loan Facility are to be repaid in quarterly installments beginning with the fiscal quarter ending March 31, 2023, in an aggregate amount equal to 2.50% per annum (0.625% per quarter), stepping up to 5.0% per annum (1.25% per quarter) in the fiscal quarter ending September 30, 2025, with the balance due at the maturity of the facility on June 30, 2027. The principal obligations under the National Properties Revolving Credit Facility are due at the maturity of the facility. Under certain circumstances, MSG National Properties is required to make mandatory prepayments on loans outstanding, including 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), subject to certain exceptions. Covenants. The National Properties Credit Agreement includes financial covenants requiring MSG National Properties and its restricted subsidiaries to maintain a specified minimum liquidity level, a specified minimum debt service coverage ratio and specified maximum total leverage ratio. The minimum liquidity level is set at $50,000, and is tested based on the level of average daily liquidity, consisting of cash and cash equivalents and available revolving commitments, over the last month of each quarter over the life of the National Properties Credit Facilities. The debt service coverage ratio covenant began testing in the fiscal quarter ending December 31, 2022, and is set at a ratio of 2:1 before stepping up to 2.5:1 in the fiscal quarter ending September 30, 2024. The leverage ratio covenant begins testing in the fiscal quarter ending June 30, 2023. It is tested based on the ratio of MSG National Properties and its restricted subsidiaries’ consolidated total indebtedness to adjusted operating income, with an initial maximum ratio of 6:1, stepping down to 5.5:1 in the fiscal quarter ending June 30, 2024 and 4.5:1 in the fiscal quarter ending June 30, 2026. As of March 31, 2023, MSG National Properties and its restricted subsidiaries were in compliance with the covenants of the National Properties Credit Agreement. In addition to the financial covenants discussed above, the National Properties Credit Agreement and the related security agreement contain certain customary representations and warranties, affirmative and negative covenants and events of default. The National Properties Credit Agreement 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 Credit Agreement, 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. Guarantors and Collateral. As of March 31, 2023, obligations under the National Properties Credit Facilities were guaranteed by Sphere Entertainment Group and MSG National Properties’ existing and future direct and indirect domestic subsidiaries, other than the subsidiaries that own The Garden and certain other excluded subsidiaries (the “Subsidiary Guarantors”). All obligations under the National Properties Credit Facilities, 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. The National Properties Credit Facilities were transferred to MSG Entertainment on the MSGE Spinco Distribution Date. LV Sphere Term Loan Facility General. On December 22, 2022, MSG Las Vegas, LLC (“MSG LV”), an indirect, wholly-owned subsidiary of the Company, entered into a credit agreement with JP Morgan Chase Bank, N.A., as administrative agent and the lenders party thereto, providing for a five-year, $275,000 senior secured term loan facility (the “LV Sphere Term Loan Facility”). Interest Rates . Borrowings under the LV Sphere Term Loan Facility bear interest at a floating rate, which at the option of MSG LV may be either (i) a base rate plus a margin of 3.375% per annum or (ii) adjusted Term SOFR (i.e., Term SOFR plus 0.10%) plus a margin of 4.375% per annum. The interest rate on the LV Sphere Term Loan Facility as of March 31, 2023 wa s 9.23%. Principal Repayments . The LV Sphere Term Loan Facility will mature on December 22, 2027. The principal obligations under the LV Sphere Term Loan Facility are due at the maturity of the facility, with no amortization payments prior to maturity. Under certain circumstances, MSG LV is required to make mandatory prepayments on the loan, including prepayments in an amount equal to the net cash proceeds of casualty insurance and/or condemnation recoveries (subject to certain reinvestment, repair or replacement rights), subject to certain exceptions. Covenants . The LV Sphere Term Loan Facility and related guaranty by Sphere Entertainment Group include financial covenants requiring MSG LV to maintain a specified minimum debt service coverage ratio and requiring Sphere Entertainment Group to maintain a specified minimum liquidity level. The debt service coverage ratio covenant begins testing in the fiscal quarter ending December 31, 2023 on a historical basis and, beginning with the first fiscal quarter occurring after the date on which the first ticketed performance or event open to the general public occurs at Sphere in Las Vegas, is also tested on a prospective basis. Both the historical and prospective debt service coverage ratios are set at 1.35:1. In addition, among other conditions, MSG LV is not permitted to make distributions to Sphere Entertainment Group unless the historical and prospective debt service coverage ratios are at least 1.50:1. The minimum liquidity level for Sphere Entertainment Group is set at $100,000, with $75,000 required to be held in cash or cash equivalents, which amounts, prior to the Liquidity Covenant Reduction Date (as defined below), must be held in an account pledged as collateral for the LV Sphere Term Loan Facility until its release upon the Liquidity Covenant Reduction Date (the “Pledged Account”), before stepping down to $50,000, with $25,000 required to be held in cash or cash equivalents, once Sphere in Las Vegas has been substantially completed and certain of its systems are ready to be used in live, immersive events (the “Liquidity Covenant Reduction Date”). The minimum liquidity level was tested on the closing date and is tested as of the last day of each fiscal quarter thereafter based on Sphere Entertainment Group’s unencumbered liquidity, consisting of cash and cash equivalents and available lines of credit, as of such date. Following the completion of the MSGE Spinco Distribution, the MSGE Retained Interest was pledged to secure the LV Sphere Term Loan Facility and will remain pledged until the Liquidity Covenant Reduction Date, and a portion of the value of the MSGE Retained Interest may also be counted toward the minimum liquidity level. In addition to the covenants described above, the LV Sphere Term Loan Facility and the related guaranty and security and pledge agreements contain certain customary representations and warranties, affirmative and negative covenants and events of default. The LV Sphere Term Loan Facility contains certain restrictions on the ability of MSG LV and Sphere Entertainment Group to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the LV Sphere Term Loan Facility and the related guaranty and security and pledge agreements, including the following: (i) incur additional indebtedness; (ii) create liens on Sphere in Las Vegas, the MSGE Retained Interest or the real property intended for development as Sphere in London; (iii) make investments, loans or advances in or to other persons; (iv) pay dividends and distributions (which will restrict the ability of MSG LV to make cash distributions to the Company); (v) change its lines of business; (vi) engage in certain transactions with affiliates; (vii) amend organizational documents; (viii) merge or consolidate; and (ix) make certain dispositions. Guarantors and Collateral . All obligations under the LV Sphere Term Loan Facility are guaranteed by Sphere Entertainment Group. All obligations under the LV Sphere Term Loan Facility, including the guarantees of those obligations, are secured by all of the assets of MSG LV and certain assets of Sphere Entertainment Group including, but not limited to, MSG LV’s leasehold interest in the land on which Sphere in Las Vegas is located, a pledge of all of the equity interests held directly by Sphere Entertainment Group in MSG LV and, until the Liquidity Covenant Reduction Date, the Pledged Account and a pledge of the MSGE Retained Interest. Delayed Draw Term Loan Facility On April 20, 2023, the Company entered into a delayed draw term loan facility (the “DDTL Facility”) with MSG Entertainment Holdings, LLC (“MSG Entertainment Holdings”). Pursuant to the DDTL Facility, MSG Entertainment Holdings has committed to lend up to $65,000 in delayed draw term loans to the Company on an unsecured basis for a period of 18 months following the consummation of the MSGE Spinco Distribution. The Company has not yet drawn upon the DDTL Facility. The DDTL Facility will mature and any unused commitments thereunder will expire on October 20, 2024. Borrowings under the DDTL Facility will bear interest at a variable rate equal to either, at the option of the Company, (a) a base rate plus an applicable margin, or (b) Term SOFR plus 0.10%, plus an applicable margin. The applicable margin is equal to the applicable margin under the National Properties Credit Facilities, plus 1.00% per annum. Subject to customary borrowing conditions, the DDTL Facility may be drawn in up to six separate borrowings of $5 million or more. The DDTL Facility is prepayable at any time without penalty and amounts repaid on the DDTL Facility may not be reborrowed. If drawn, the Company will have the option to make any payments of principal, interest or fees under the DDTL Facility either in cash or by delivering to MSG Entertainment Holdings shares of MSG Entertainment Class A common stock. If the Company elected to make any payment in the form of MSG Entertainment Class A common stock, the amount of such payment would be calculated based on the dollar volume-weighted average trading price for MSG Entertainment Class A common stock for the twenty trading days ending on the day on which the Company made such election. The Company shall only be permitted to use the proceeds of the DDTL Facility (i) for funding costs associated with the Sphere initiative and (ii) in connection with refinancing of the indebtedness under MSG Networks Credit Facilities. The DDTL Facility contains certain representations and warranties and affirmative and negative covenants, including, among others, financial reporting, notices of material events, and limitations on asset dispositions restricted payments, and affiliate transactions. Interest payments and loan principal repayments made by the Company under the credit agreements were as follows: Interest Payments Loan Principal Repayments Nine Months Ended Nine Months Ended March 31, March 31, 2023 2022 2023 2022 MSG Networks Credit Facilities $ 41,034 $ 13,238 $ 45,375 $ 37,125 National Properties Credit Facilities 35,283 34,917 6,063 4,875 LV Sphere Term Loan Facility 6,211 — — — Total Payments $ 82,528 $ 48,155 $ 51,438 $ 42,000 The carrying value and fair value of the Company’s financial instruments reported in the accompanying consolidated balance sheets are as follows: March 31, 2023 June 30, 2022 Carrying Value (a) Fair Carrying Value (a) Fair Liabilities: MSG Networks Credit Facilities $ 952,875 $ 938,582 $ 998,250 $ 958,320 National Properties Credit Facilities 673,037 666,307 679,100 679,100 LV Sphere Term Loan Facility 275,000 269,500 — — Other debt 168 168 637 637 Total Long-term debt $ 1,901,080 $ 1,874,557 $ 1,677,987 $ 1,638,057 _________________ (a) The total carrying value of the Company’s financial instruments as of March 31, 2023 and June 30, 2022 is equal to the current and non-current principal payments for the Company’s credit agreements excluding unamortized deferred financing costs of $20,582 and $18,779, respectively. |
Pension Plans and Other Postret
Pension Plans and Other Postretirement Benefit Plan | 9 Months Ended |
Mar. 31, 2023 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |
Pension Plans and Other Postretirement Benefit Plan | Pension Plans and Other Postretirement Benefit PlanThe Company sponsors several pension, savings and postretirement benefit plans including 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”). See Note 16, Pension Plans and Other Postretirement Benefit Plans, to the consolidated and combined financial statements included in the 2022 Form 10-K for more information regarding these 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 condensed consolidated statements of operations for the three and nine months ended March 31, 2023 and 2022. 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 Other expense, net. Pension Plans Postretirement Plans Three Months Ended Three Months Ended March 31, March 31, 2023 2022 2023 2022 Service cost $ 123 $ 118 $ 15 $ 16 Interest cost 1,189 1,190 19 20 Expected return on plan assets (1,719) (1,719) — — Recognized actuarial loss (gain) 476 501 (12) 9 Net periodic benefit cost $ 69 $ 90 $ 22 $ 45 Pension Plans Postretirement Plans Nine Months Ended Nine Months Ended March 31, March 31, 2023 2022 2023 2022 Service cost $ 369 $ 354 $ 45 $ 48 Interest cost 3,567 3,570 57 60 Expected return on plan assets (5,157) (5,157) — — Recognized actuarial loss 1,478 1,503 6 27 Net periodic benefit cost $ 257 $ 270 $ 108 $ 135 Contributions for Qualified Defined Benefit Plans The Company sponsors two non-contributory, qualified defined benefit pension plans covering certain of its union employees (the “UTT Plan” and the “Networks 1212 Plan,” collectively the “Union Plans”). During the three and nine months ended March 31, 2023, the Company contributed $500 to the Networks 1212 Plan. Contributions for Defined Contribution Plans For the three and nine months ended March 31, 2023 and 2022, expenses related to the Savings Plans and Union Savings Plan included in the accompanying condensed consolidated statements of operations are as follows: Three Months Ended Nine Months Ended March 31, March 31, 2023 2022 2023 2022 Savings Plans $ 3,304 $ 2,095 $ 8,611 $ 6,589 Union Savings Plan $ 371 $ 24 $ 409 $ 45 |
Share-based Compensation
Share-based Compensation | 9 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation | Share-based Compensation The Company has three share-based compensation plans: the 2020 Employee Stock Plan, the 2020 Stock Plan for Non-Employee Directors and the MSG Networks Inc. 2010 Employee Stock Plan. See Note 17, Share-based Compensation, to the consolidated and combined financial statement included in the 2022 Form 10-K for more detail on these plans. Share-based compensation expense for the Company’s restricted stock units (“RSUs”), performance stock units (“PSUs”) and/or stock options are recognized in the condensed consolidated statements of operations as a component of direct operating expenses or selling, general and administrative expenses. The following table summarizes the Company’s share-based compensation expense: Three Months Ended Nine Months Ended March 31, March 31, 2023 2022 2023 2022 Share-based compensation (a) $ 10,899 $ 12,157 $ 39,846 $ 51,987 Intrinsic value of awards vested (b) $ 344 $ 1,198 $ 34,028 $ 35,048 _________________ (a) Share-based compensation excludes costs that have been capitalized of $2,887 and $2,264 for the nine months ended March 31, 2023 and 2022, respectively. For the three and nine months ended March 31, 2023, share-based compensation also excludes costs of $7,384 and $9,677, respectively, and for the three and nine months ended March 31, 2022, share-based compensation also excludes costs of $4,589, that have been reclassified to Restructuring charges in the condensed consolidated statements of operations, as detailed in Note 5, Restructuring Charges. (b) To fulfill required statutory tax withholding obligations for the applicable income and other employment taxes, RSUs and PSUs with an aggregate value of $14,188 and $15,548 were retained by the Company during the nine months ended March 31, 2023, and 2022, respectively. The aggregate value of the RSUs and PSUs retained included $305 and $477 related to MSG Sports employees, during the nine months ended March 31, 2023, and 2022, respectively. As of March 31, 2023, there was $69,512 of unrecognized compensation cost related to unvested RSUs and PSUs held by the Company’s employees. The cost is expected to be recognized over a weighted-average period of approximately 1.7 years. For the three and nine months ended March 31, 2023 and 2022 all restricted stock units and stock options were excluded from the anti-dilutive calculation because the Company reported a net loss for the period and, therefore, their impact on reported loss per share would have been antidilutive. Award Activity RSUs During the nine months ended March 31, 2023 and 2022, approximately 620 and 413 RSUs were granted and approximately 526 and 367 RSUs vested, respectively. PSUs During the nine months ended March 31, 2023 and 2022, approximately 529 and 390 PSUs were granted and approximately 91 and 77 PSUs vested, respectively. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Preferred Stock The Company is authorized to issue 15,000 shares of preferred stock, par value $0.01. As of March 31, 2023 and June 30, 2022, no shares of preferred stock were outstanding. Stock Repurchase Program On March 31, 2020, the Company’s Board of Directors authorized the repurchase of up to $350,000 of the Company’s Class A Common Stock once the shares of the Company’s Class A Common Stock began “regular way” trading on April 20, 2020. The program was re-authorized by the Company’s Board of Directors on March 29, 2023. Under the authorization, shares of Class A Common Stock may be purchased from time to time in accordance with applicable insider trading and other securities laws and regulations. The timing and amount of purchases will depend on market conditions and other factors. The Company has not engaged in any share repurchase activities under its share repurchase program to date. Accumulated Other Comprehensive Loss The following tables detail the components of accumulated other comprehensive loss: Three Months Ended March 31, 2023 Pension Plans and Cumulative Accumulated Balance as of December 31, 2022 $ (39,453) $ (9,110) $ (48,563) Other comprehensive income — 2,105 2,105 Amounts reclassified from accumulated other comprehensive loss (a) 464 — 464 Income tax expense (58) (387) (445) Other comprehensive income 406 1,718 2,124 Balance as of March 31, 2023 $ (39,047) $ (7,392) $ (46,439) Three Months Ended March 31, 2022 Pension Plans and Cumulative 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 (expense) benefit 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) Nine Months Ended March 31, 2023 Pension Plans and Cumulative Accumulated Balance as of June 30, 2022 $ (40,287) $ (8,068) $ (48,355) Other comprehensive income — 828 828 Amounts reclassified from accumulated other comprehensive loss (a) 1,484 — 1,484 Income tax expense (244) (152) (396) Other comprehensive income 1,240 676 1,916 Balance as of March 31, 2023 $ (39,047) $ (7,392) $ (46,439) Nine Months Ended March 31, 2022 Pension Plans and Cumulative 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) _________________ (a) Amounts reclassified from accumulated other comprehensive loss represent the amortization of net actuarial loss and net |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The descriptions of the transactions below, unless otherwise indicated, are as of March 31, 2023 , and do not reflect the MSGE Spinco Distribution, which did not occur until after March 31, 2023 . As of March 31, 2023, m embers of the Dolan Family, including trusts for the benefit of 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 5.5% of the Company’s outstanding Class A Common Stock (inclusive of options exercisable within 60 days of March 31, 2023 ). Such shares of the Company’s Class A Common Stock and Class B Common Stock, collectively, represent approximately 72.4% 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., as well as MSG Entertainment following the MSGE Spinco Distribution. See Note 21, Related Party Transactions, to the consolidated and combined financial statements included in the 2022 Form 10-K for a description of the Company’s related party arrangements. Following the MSGE Spinco Distribution, the Company is no longer party to the arrangements described thereunder, except for the media rights agreements and 2020 distribution-related agreements with MSG Sports, and the sharing of 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 Entertainment and MSG Sports and (ii) the Company’s Vice Chairman with MSG Entertainment, MSG Sports and AMC Networks. From time to time the Company enters into arrangements with 605, LLC (“605”). 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. Kristin A. Dolan is also the founder and Non-Executive Chairman of 605. 605 provides audience measurement and data analytics services to the Company and its subsidiaries in the ordinary course of business. The Company’s Audit Committee approved the entry into one or more agreements with 605 to provide certain data analytics services to the Company for an aggregate amount of up to $1,000. In August 2022, a subsidiary of the Company entered into a three-year agreement with 605, valued at approximately $750, covering several customer analysis projects per year in connection with events held at our venues. The Company expects to engage 605 to provide additional data analytics services in the future. Pursuant to this arrangement, the Company recognized approximately $70 and $205 of expense for the three and nine months ended March 31, 2023, respectively, and as of March 31, 2023 approximately $70 has been recognized in Prepaid expenses and other current assets i n the accompanying condensed consolidated balance sheets . MSG Sports has made market rate interest-bearing advances to the Company (and such advances will be with MSG Entertainment following the MSGE Spinco Distribution) in connection with the construction of new premium hospitality suites at The Garden. The advances will be repaid (including interest) through cash receipts from the licenses for each new suite. As of March 31, 2023 , MSG Sports had advanced approximately $170 to the Company in connection with the arrangement. This advance has been recognized in Long-term debt, net of deferred financing costs in the accompanying condensed consolidated balance sheets. As of June 30, 2022 , the Company had $637 of notes payable with respect to a loan received by BCE from its noncontrolling interest holder. As of March 31, 2023 there were no notes payable with respect to this BCE loan as a result of the BCE Disposition (as defined below). The Company has also entered into certain commercial agreements with its equity method investment nonconsolidated affiliates in connection with Sphere. The Company recorded $14,271 and $46,577 for the three months ended March 31, 2023 and 2022, respectively, and $87,357 and $83,318 for the nine months ended March 31, 2023 and 2022 , respectively, of capital expenditures in connection with services provided to the Company under these agreements. As of March 31, 2023 and June 30, 2022, accrued capital expenditures associated with related parties were $24,826 and $25,028, respectively, and are reported under Accounts payable, accrued and other current liabilities in the accompanying condensed consolidated balance sheets. Revenues and Operating Expenses 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 condensed consolidated statements of operations for the three and nine months ended March 31, 2023 and 2022: Three Months Ended Nine Months Ended March 31, March 31, 2023 2022 2023 2022 Revenues $ 42,795 $ 39,987 $ 88,431 $ 79,314 Operating expenses (credits): Media rights fees $ 43,433 $ 40,948 $ 129,633 $ 122,206 Revenue sharing expenses 7,353 5,791 15,639 12,187 Reimbursement under Arena License Agreements (8,911) (10,047) (18,761) (19,097) Cost reimbursement from MSG Sports - per Transition services agreement (9,789) (9,159) (28,781) (28,888) Origination, master control and technical services 1,257 1,232 3,721 3,648 Other operating expenses, net 851 279 3,143 3,193 Total operating expenses, net (a) $ 34,194 $ 29,044 $ 104,594 $ 93,249 _________________ (a) Of the total operating expenses, net, $44,264 and $37,949 for three months ended March 31, 2023 and 2022, respectively, and $133,071 and $119,146 for the nine months ended March 31, 2023 and, 2022, respectively, are included in direct operating expenses in the accompanying condensed consolidated statements of operations, and $(10,070) and $(8,905) for three months ended March 31, 2023 and 2022, respectively, and $(28,477) and $(25,897) for the nine months ended March 31, 2023 and 2022, respectively, are included as net credits in selling, general and administrative expenses. Revenues The Company record e d $31,163 and $64,312 of revenues under the Arena License Agreements for the three and nine months ended March 31, 2023, respectively. In addition to the Arena License Agreements, the Company’s revenues from related parties primarily reflected sponsorship sales and service representation agreements of $7,079 and $15,643 and merchandise sharing revenues of $2,160 and $4,451 with MSG Sports during the three and nine months ended March 31, 2023, respectively. The Company also earned sublease revenue from related parties of $716 and $2,100 d uring the three and nine months ended March 31, 2023, respectively. The Company recorded $29,616 and $58,797 of revenues under the Arena License Agreements for the three and nine months ended March 31, 2022, respectively. In addition, the Company recorded revenues under sponsorship sales and service representation agreements of $7,027 and $14,206 and merchandise sharing revenues of $1,548 and $3,000 with MSG Sports during the three and nine months ended March 31, 2022, respectively. The Company also earned sublease revenue from related parties of $736 and $1,958 during the three and nine months ended March 31, 2022, respectively. |
Segment Information
Segment Information | 9 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information As of March 31, 2023, the Company was comprised of two reportable segments: Entertainment and MSG Networks. 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. Following the MSGE Entertainment Distribution, the Company currently has two reportable segments. The Company incurs non-capitalizable content development and technology costs associated with the Company’s 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 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 adjusted operating income (loss), a non-GAAP financial measure. We define adjusted operating income (loss) as operating income (loss) excluding: (i) 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, (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, (viii) the impact of purchase accounting adjustments related to business acquisitions, and (ix) gains and losses related to the remeasurement of liabilities under the Company’s Executive Deferred Compensation Plan (which was established in November 2021). 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. Management believes that this adjustment is beneficial for other incremental reasons as well. This adjustment provides senior management, investors and analysts with important information regarding a long-term related party agreement with MSG Sports. In addition, this adjustment is included under the Company’s debt covenant compliance calculations and is a component of the performance measures used to evaluate, and compensate, senior management of the Company. The Company 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. The Company eliminates merger and acquisition-related costs, when applicable, 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. In addition, management believes that the exclusion of gains and losses related to the remeasurement of liabilities under the Company’s Executive Deferred Compensation Plan, which were included for the first time in Fiscal Year 2022, provides investors with a clearer picture of the Company’s operating performance given that, in accordance with GAAP, gains and losses related to the remeasurement of liabilities under the Company’s Executive Deferred Compensation Plan are recognized in Operating income (loss) whereas gains and losses related to the remeasurement of the assets under the Company’s Executive Deferred Compensation Plan, which are equal to and therefore fully offset the gains and losses related to the remeasurement of liabilities, are recognized in Other income (expense), net, which is not reflected in Operating income (loss). 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, 2023 Entertainment MSG Networks Other (b) Total Revenues $ 201,861 $ 161,436 $ — $ 363,297 Direct operating expenses (120,835) (89,251) (55) (210,141) Selling, general and administrative expenses (120,307) (60,052) 489 (179,870) Depreciation and amortization (21,310) (1,689) — (22,999) Impairment and other losses, net (51) — — (51) Restructuring charges (20,498) — — (20,498) Operating (loss) income $ (81,140) $ 10,444 $ 434 $ (70,262) Interest income, net 2,640 Other income, net 4,994 Loss from operations before income taxes $ (62,628) Reconciliation of operating income (loss) to adjusted operating income (loss): Operating (loss) income $ (81,140) $ 10,444 $ 434 $ (70,262) Add back: Non-cash portion of arena license fees from MSG Sports (a) (12,149) — — (12,149) Share-based compensation 10,259 640 — 10,899 Depreciation and amortization 21,310 1,689 — 22,999 Restructuring charges 20,498 — — 20,498 Impairment and other losses, net 51 — — 51 Merger and acquisition related costs, net of insurance recovery 1,528 45,513 — 47,041 Amortization for capitalized cloud computing costs 185 43 — 228 Remeasurement of deferred compensation plan liabilities 126 — — 126 Adjusted operating (loss) income $ (39,332) $ 58,329 $ 434 $ 19,431 Other information: Capital expenditures $ 198,924 $ 1,818 $ — $ 200,742 Three Months Ended March 31, 2022 Entertainment MSG Networks Other (b) Total Revenues $ 194,585 $ 167,569 $ (9,620) $ 352,534 Direct operating expenses (110,688) (87,174) (105) (197,967) Selling, general and administrative expenses (96,198) (32,237) 9,647 (118,788) Depreciation and amortization (18,522) (1,764) (177) (20,463) Impairment and other gains, net 245 — — 245 Restructuring charges (14,238) (452) — (14,690) Operating (loss) income $ (44,816) $ 45,942 $ (255) $ 871 Interest expense, net (4,761) Other expense, net (10,052) Loss from operations before income taxes $ (13,942) Reconciliation of operating (loss) income to adjusted operating income (loss): Operating (loss) income $ (44,816) $ 45,942 $ (255) $ 871 Add back: Non-cash portion of arena license fees from MSG Sports (a) (12,073) — — (12,073) Share-based compensation 10,399 1,758 — 12,157 Depreciation and amortization 18,522 1,764 177 20,463 Restructuring charges 14,238 452 — 14,690 Impairment and other gains, net (245) — — (245) Merger and acquisition related costs, net of insurance recovery 1,647 866 — 2,513 Amortization for capitalized cloud computing costs 38 43 — 81 Adjusted operating (loss) income $ (12,290) $ 50,825 $ (78) $ 38,457 Other information: Capital expenditures $ 200,958 $ 320 $ — $ 201,278 Nine Months Ended March 31, 2023 Entertainment MSG Networks Other (b) Total Revenues $ 705,481 $ 442,813 $ (8,802) $ 1,139,492 Direct operating expenses (403,642) (255,071) (222) (658,935) Selling, general and administrative expenses (336,421) (115,951) 10,318 (442,054) Depreciation and amortization (62,514) (4,944) (632) (68,090) Impairment and other gains, net 7,361 — — 7,361 Restructuring charges (30,192) (3,988) — (34,180) Operating (loss) income $ (119,927) $ 62,859 $ 662 $ (56,406) Interest expense, net 10,161 Other income, net 1,939 Loss from operations before income taxes $ (44,306) Reconciliation of operating (loss) income to adjusted operating income (loss): Operating (loss) income $ (119,927) $ 62,859 $ 662 $ (56,406) Add back: Non-cash portion of arena license fees from MSG Sports (a) (25,078) — — (25,078) Share-based compensation 34,204 5,642 — 39,846 Depreciation and amortization 62,514 4,944 632 68,090 Restructuring charges 30,192 3,988 — 34,180 Impairment and other gains, net (7,361) — — (7,361) Merger and acquisition related costs, net of insurance recovery 4,221 52,958 — 57,179 Amortization for capitalized cloud computing costs 453 131 — 584 Remeasurement of deferred compensation plan liabilities 132 — — 132 Adjusted operating (loss) income $ (20,650) $ 130,522 $ 1,294 $ 111,166 Other information: Capital expenditures $ 745,385 $ 5,710 $ — $ 751,095 Nine Months Ended March 31, 2022 Entertainment MSG Networks Other (b) Total Revenues $ 476,434 $ 469,023 $ (17,015) $ 928,442 Direct operating expenses (294,333) (241,521) (222) (536,076) Selling, general and administrative expenses (283,715) (117,404) 16,839 (384,280) Depreciation and amortization (57,202) (5,317) (531) (63,050) Impairment and other gains, net 245 — — 245 Restructuring charges (14,238) (452) — (14,690) Operating (loss) income $ (172,809) $ 104,329 $ (929) $ (69,409) Interest expense, net (19,740) Other expense, net (32,304) Loss from operations before income taxes $ (121,453) Reconciliation of operating (loss) income to adjusted operating (loss) income: Operating (loss) income $ (172,809) $ 104,329 $ (929) $ (69,409) Add back: Non-cash portion of arena license fees from MSG Sports (a) (23,962) — — (23,962) Share-based compensation 36,697 15,290 — 51,987 Depreciation and amortization 57,202 5,317 531 63,050 Restructuring charges 14,238 452 — 14,690 Impairment and other gains, net (245) — — (245) Merger and acquisition related costs, net of insurance recovery 17,095 24,941 — 42,036 Amortization for capitalized cloud computing costs 45 131 — 176 Adjusted operating (loss) income $ (71,739) $ 150,460 $ (398) $ 78,323 Other information: Capital expenditures $ 500,714 $ 2,369 $ — $ 503,083 _________________ (a) This adjustment represents the non-cash portion of operating lease revenue related to the Company’s Arena License Agreements with MSG Sports. Pursuant to GAAP, recognition of operating lease revenue is recorded on a straight-line basis over the term of the agreement based upon the value of total future payments under the arrangement. As a result, operating lease revenue is comprised of a contractual cash component plus or minus a non-cash component for each period presented. Operating income on a GAAP basis includes lease income of (i) $19,014 and $39,234 of revenue collected in cash for the three and nine months ended March 31, 2023, respectively, and $17,543 and $34,836 of revenue collected in cash for the three and nine months ended March 31, 2022, respectively, and (ii) a non-cash portion of $12,149 and $25,078 for the three and nine months ended March 31, 2023, respectively, and $12,073 and $23,962for the three and nine months ended March 31, 2022, respectively. (b) Includes inter-segment eliminations and, for operating (loss) income, purchase accounting adjustments. Concentration of Risk Accounts receivable, net in the accompanying condensed consolidated balance sheets as of March 31, 2023 and June 30, 2022 include amounts due from the following individual customers, which accounted for the noted percentages of the gross balance: March 31, June 30, Customer A 14 % 16 % Customer B 12 % 14 % Customer C 10 % 12 % Revenues in the accompanying condensed consolidated statements of operations for the three and nine months ended March 31, 2023 and March 31, 2022 include amounts from the following individual customers: Three Months Ended Nine Months Ended March 31, March 31, 2023 2022 2023 2022 Customer 1 11 % 11 % 10 % 13 % Customer 2 N/A 12 % 10 % 14 % |
Additional Financial Informatio
Additional Financial Information | 9 Months Ended |
Mar. 31, 2023 | |
Additional Financial Information [Abstract] | |
Additional Financial Information | Additional Financial Information The following table provides a summary of the amounts recorded as cash, cash equivalents and restricted cash. March 31, June 30, Cash and cash equivalents $ 217,576 $ 805,415 Restricted cash 109,669 17,470 Total cash, cash equivalents and restricted cash $ 327,245 $ 822,885 The Company’s c ash, cash equivalents and restricted cash are classified within Level I of the fair value hierarchy as it is valued using observable inputs that reflect quoted prices for identical assets in active markets. The Company’s restricted cash includes cash deposited in escrow accounts. The Company has deposited cash in an interest-bearing escrow account related to credit support, debt facilities, and collateral to its workers compensation and general liability insurance obligations. Prepaid expenses and other current assets consisted of the following: March 31, June 30, Prepaid expenses $ 81,083 $ 77,059 Related party receivables 24,729 32,541 Notes and other receivables 15,588 2,725 Current contract assets 8,324 5,688 Current deferred production costs 5,240 7,227 Other 10,874 10,431 Total prepaid expenses and other current assets $ 145,838 $ 135,671 Accounts payable, accrued and other current liabilities consisted of the following: March 31, June 30, Accounts payable $ 32,617 $ 13,255 Related party payables 37,682 37,746 Accrued payroll and employee related liabilities 99,376 130,287 Cash due to promoters 84,975 78,428 Capital expenditure accruals 307,368 206,462 Accrued expenses 137,751 62,905 Total accounts payable, accrued and other current liabilities $ 699,769 $ 529,083 Other expense, net includes the following: Three Months Ended Nine Months Ended March 31, March 31, 2023 2022 2023 2022 Loss on equity method investments $ (2,883) $ (1,555) $ (6,287) $ (4,064) Gains from shares sold — DraftKings 214 — 1,703 — Net unrealized gain (loss) on equity investments with readily determinable fair value 7,510 (8,688) 4,307 (28,303) Unrealized gain on equity investments without readily determinable fair value — — 1,969 — Other 153 191 247 63 Total other expense, net $ 4,994 $ (10,052) $ 1,939 $ (32,304) Income Taxes |
Accounting Policies (Policies)
Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The financial statements of the Company include the accounts of Sphere Entertainment Co. and its subsidiaries, including Tao Group Hospitality, which is reported as a discontinued operation as of March 31, 2023 and Boston Calling Events, LLC (“BCE”), until its disposition on December 2, 2022. All significant intercompany transactions and balances have been eliminated in consolidation. The financial statements of the Company historically included accounts of Tao Group Hospitality, which has been sold subsequent to March 31, 2023, and BCE (up to December 2, 2022) in which the Company had a controlling voting interest. The Company’s consolidation criteria are based on authoritative accounting guidance for identifying a controlling financial interest. Tao Group Hospitality and BCE were consolidated with the equity owned by other stockholders shown as redeemable or nonredeemable noncontrolling interests in the accompanying condensed consolidated balance sheets, and the other stockholders’ portion of net earnings (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 condensed consolidated statements of operations and condensed consolidated statements of comprehensive income (loss), respectively. See Note 3, Discontinued Operations and Dispositions, for details regarding the Tao Group Hospitality Disposition and the BCE disposition. See Note 2, Summary of Significant Accounting Policies, to the consolidated and combined financial statements included in the 2022 Form 10-K regarding the classification of redeemable noncontrolling interests of Tao Group Hospitality. |
Use of Estimates | Use of Estimates The preparation of the accompanying financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the provision for credit losses, valuation of investments, goodwill, intangible assets, other long-lived assets, deferred tax assets, pension and other postretirement benefit obligations and the related net periodic benefit cost, and other liabilities. In addition, estimates are used in revenue recognition, rights fees, performance and share-based compensation, depreciation and amortization, litigation matters and other matters. 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 | Summary of Significant Accounting Policies The following is an update to the Company's Summary of Significant Accounting Policies, disclosed in the 2022 Form 10-K. The update primarily reflects the addition of a policy related to production costs for the Company’s Original Immersive Productions. Production Costs for the Company’s Original Immersive Productions The Company defers certain costs during the production phase of its original immersive productions for Sphere that are directly related to production activities. Such costs include, but are not limited to, fees paid to writers, directors, and producers as well as video and music production costs and production specific overhead. Deferred immersive production costs are amortized in the same ratio that current period actual revenue bears to estimated remaining unrecognized ultimate revenue as of the beginning of the current fiscal year. Estimates of ultimate revenues are prepared on an individual production basis and reviewed regularly by management and revised where necessary to reflect the most current information. Ultimate revenues reflect management’s estimates of future revenue over a period not to exceed ten years following the premiere of the production. Deferred immersive production costs are subject to recoverability assessments whenever there is an indication of potential impairment. As of March 31, 2023, the Company recorded approximately $46,500 in Other non-current assets i n the accompanying condensed consolidated balance sheets related to these p roduction costs. |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements Recently Issued Accounting Pronouncements No recently issued accounting guidance materially impacted or is expected to impact the Company's financial statements. Recently Adopted Accounting Pronouncements In October 2021 , the Financial Accounting Standards Board issued Accounting Standards Update (“ ASU”) No. 2021-08, Accounting for Contract Assets and Contract Liabilities From Contracts With Customers . This ASU requires that the acquiring entity in a business combination recognize and measure contract assets and contract liabilities acquired in accordance with Accounting Standard Codification (“ASC”) Topic 606. This standard was adopted by the Company in the first quarter of Fiscal Year 2023. The adoption of this standard did not have an impact on the Company’s financial statements. |
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. |
Discontinued Operations and D_2
Discontinued Operations and Dispositions (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The tables below sets forth, for the periods presented, the balance sheet and the operating results of the disposal group. Amounts presented below differ from historically reported results for the Tao Group Hospitality business segment due to reclassifications and adjustments made for purposes of discontinued operations presentation. March 31, June 30, ASSETS Current Assets: Cash, cash equivalents and restricted cash $ 30,861 $ 23,125 Accounts receivable, net 25,301 28,640 Prepaid expenses and other current assets 17,890 20,323 Total current assets (a) 74,052 72,088 Non-Current Assets: Property and equipment, net 87,529 85,396 Right-of-use lease assets 141,184 109,194 Goodwill 1,364 1,364 Intangible assets, net 131,413 141,421 Deferred tax assets, net 51,117 46,466 Other non-current assets 15,908 16,589 Total non-current assets (a) 428,515 400,430 Total assets of the disposal group classified as held for sale $ 502,567 $ 472,518 LIABILITIES Current Liabilities: Accounts payable, accrued and other current liabilities $ 49,507 $ 60,163 Current portion of long-term debt 3,750 3,750 Operating lease liabilities, current 19,168 19,751 Deferred revenue 15,295 19,137 Total current liabilities (a) 87,720 102,801 Non-Current Liabilities: Long-term debt, net of deferred financing costs 77,486 80,130 Operating lease liabilities, non-current 123,191 89,437 Other non-current liabilities 1,420 1,393 Total non-current liabilities (a) 202,097 170,960 Total liabilities of the disposal group classified as held for sale 289,817 273,761 Net Assets of the disposal group classified as held for sale 212,750 198,757 Redeemable noncontrolling interests of disposal group classified as held for sale $ 138,812 $ 184,192 Nonredeemable noncontrolling interests of disposal group classified as held for sale $ 13,426 $ 12,163 _________________ (a) The assets and liabilities of the disposal group classified as held for sale are classified as current on the March 31,2023 balance sheet as the transaction was completed and net proceeds were received on May 3,2023. Three Months Ended Nine Months Ended March 31, March 31, 2023 2022 2023 2022 Revenues $ 130,857 $ 107,593 $ 398,078 $ 342,634 Direct operating expenses (77,963) (64,509) (232,029) (188,419) Selling, general and administrative expenses (46,541) (38,810) (131,200) (110,434) Depreciation and amortization (7,421) (8,176) (21,144) (25,552) Impairment and other gains, net — 5,074 473 5,235 Operating (loss) income (1,068) 1,172 14,178 23,464 Interest income 49 7 85 11 Interest expense (160) (303) (3,221) (1,195) Other (expense) income, net (8) 75 719 (301) (Loss) income from operations before income taxes (1,187) 951 11,761 21,979 Income tax (expense) benefit (3,389) 34 (4,213) (1,580) Net (loss) income (4,576) 985 7,548 20,399 Less: Net loss attributable to nonredeemable noncontrolling interests (216) (1,161) (128) (323) Less: Net (loss) income attributable to redeemable noncontrolling interests (1,492) (442) 2,661 4,412 Net (loss) income from discontinued operations attributable to Sphere Entertainment Co.’s stockholders $ (2,868) $ 2,588 $ 5,015 $ 16,310 Three Months Ended Nine Months Ended March 31, March 31, 2023 2022 2023 2022 Non-cash items included in net (loss) income: Depreciation and amortization $ 7,421 $ 8,176 $ 21,144 $ 25,552 Impairment and other gains, net — (5,074) (473) (5,235) Share-based compensation expense 2,144 1,876 6,570 5,745 Cash flows from investing activities: Capital expenditures, net $ (4,962) $ (5,295) $ (16,417) $ (16,566) Non-cash investing activities: Investments and loans to nonconsolidated affiliates $ — $ 55 $ — $ 731 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Revenue Recognition [Abstract] | |
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 for the three and nine months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 Entertainment MSG Networks Eliminations Total Event-related and entertainment offerings (a) $ 102,314 $ — $ — $ 102,314 Sponsorship, signage and suite licenses (b) 59,724 3,060 — 62,784 Media related, primarily from affiliation agreements (b) — 156,162 — 156,162 Other (c) 7,173 2,214 — 9,387 Total revenues from contracts with customers 169,211 161,436 — 330,647 Revenues from Arena License Agreements, leases and subleases 32,650 — — 32,650 Total revenues $ 201,861 $ 161,436 $ — $ 363,297 Three Months Ended March 31, 2022 Entertainment MSG Networks Eliminations Total Event-related and entertainment offerings (a) $ 90,899 $ — $ — $ 90,899 Sponsorship, signage and suite licenses (b) 55,609 2,688 — 58,297 Media related, primarily from affiliation agreements (b) — 163,247 — 163,247 Other (c) 17,025 1,634 (9,620) 9,039 Total revenues from contracts with customers 163,533 167,569 (9,620) 321,482 Revenues from Arena License Agreements, leases and subleases 31,052 — — 31,052 Total revenues $ 194,585 $ 167,569 $ (9,620) $ 352,534 Nine Months Ended March 31, 2023 Entertainment MSG Networks Eliminations Total Event-related and entertainment offerings (a) $ 443,992 $ — $ — $ 443,992 Sponsorship, signage and suite licenses (b) 167,113 5,708 — 172,821 Media related, primarily from affiliation agreements (b) — 432,375 — 432,375 Other (c) 25,660 4,730 (8,802) 21,588 Total revenues from contracts with customers 636,765 442,813 (8,802) 1,070,776 Revenues from Arena License Agreements, leases and subleases 68,716 — — 68,716 Total revenues $ 705,481 $ 442,813 $ (8,802) $ 1,139,492 Nine Months Ended March 31, 2022 Entertainment MSG Networks Eliminations Total Event-related and entertainment offerings (a) $ 268,391 $ — $ — $ 268,391 Sponsorship, signage and suite licenses (b) 113,565 5,111 — 118,676 Media related, primarily from affiliation agreements (b) — 459,920 — 459,920 Other (c) 31,914 3,992 (17,015) 18,891 Total revenues from contracts with customers 413,870 469,023 (17,015) 865,878 Revenues from Arena License Agreements, leases and subleases 62,564 — — 62,564 Total revenues $ 476,434 $ 469,023 $ (17,015) $ 928,442 _________________ (a) Consists of (i) ticket sales and other ticket-related revenues, (ii) venue license fees from third-party promoters, and (iii) food, beverage and merchandise sales. Event-related revenues and entertainment 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 2, Summary of Significant Accounting Policies, Revenue Recognition, and Note 4, Revenue Recognition, to the consolidated and combined financial statements included in the 2022 Form 10-K for further details on the pattern of recognition of sponsorship, signage and suite license revenues and media related revenue. (c) Primarily consists of (i) revenues from sponsorship sales and representation agreements with Madison Square Garden Sports Corp. (“MSG Sports”) and (ii) advertising commission revenues recognized by the Entertainment segment from the MSG Networks segment of $— and $8,802 for the three and nine months ended March 31, 2023, and $9,620 and $17,015 for the three and nine months ended March 31, 2022, respectively, that are eliminated in consolidation. The Networks Advertising Sales Representation Agreement was terminated as of December 31, 2022, as discussed in Note 1, Description of Business. 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, 2023 and 2022: Three Months Ended March 31, 2023 Entertainment MSG Networks Eliminations Total Ticketing and venue license fee revenues (a) $ 45,547 $ — $ — $ 45,547 Sponsorship and signage, suite, and advertising commission revenues (b) 78,504 — — 78,504 Food, beverage and merchandise revenues 43,021 — — 43,021 Media networks revenues (c) — 161,436 — 161,436 Other 2,139 — — 2,139 Total revenues from contracts with customers 169,211 161,436 — 330,647 Revenues from Arena License Agreements, leases and subleases 32,650 — — 32,650 Total revenues $ 201,861 $ 161,436 $ — $ 363,297 Three Months Ended March 31, 2022 Entertainment MSG Networks Eliminations Total Ticketing and venue license fee revenues (a) $ 46,867 $ — $ — $ 46,867 Sponsorship and signage, suite, and advertising commission revenues (b) 79,631 — (9,620) 70,011 Food, beverage and merchandise revenues 36,344 — — 36,344 Media networks revenues (c) — 167,569 — 167,569 Other 691 — — 691 Total revenues from contracts with customers 163,533 167,569 (9,620) 321,482 Revenues from Arena License Agreements, leases and subleases 31,052 — — 31,052 Total revenues $ 194,585 $ 167,569 $ (9,620) $ 352,534 Nine Months Ended March 31, 2023 Entertainment MSG Networks Eliminations Total Ticketing and venue license fee revenues (a) $ 291,404 $ — $ — $ 291,404 Sponsorship and signage, suite, and advertising commission revenues (b) 215,812 — (8,802) 207,010 Food, beverage and merchandise revenues 124,711 — — 124,711 Media networks revenues (c) — 442,813 — 442,813 Other 4,838 — — 4,838 Total revenues from contracts with customers 636,765 442,813 (8,802) 1,070,776 Revenues from Arena License Agreements, leases and subleases 68,716 — — 68,716 Total revenues $ 705,481 $ 442,813 $ (8,802) $ 1,139,492 Nine Months Ended March 31, 2022 Entertainment MSG Networks Eliminations Total Ticketing and venue license fee revenues (a) $ 172,844 $ — $ — $ 172,844 Sponsorship and signage, suite, and advertising commission revenues (b) 161,046 — (17,015) 144,031 Food, beverage and merchandise revenues 78,032 — — 78,032 Media networks revenues (c) — 469,023 — 469,023 Other 1,948 — — 1,948 Total revenues from contracts with customers 413,870 469,023 (17,015) 865,878 Revenues from Arena License Agreements, leases and subleases 62,564 — — 62,564 Total revenues $ 476,434 $ 469,023 $ (17,015) $ 928,442 _________________ (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 $8,802 for the nine months ended March 31, 2023, and $9,620 and $17,015 for the three and nine month ended March 31, 2022, respectively, that are eliminated in consolidation. (c) Primarily consists 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, 2023 and June 30, 2022: March 31, June 30, 2023 2022 Receivables from contracts with customers, net (a) $ 225,644 $ 192,630 Contract assets, current (b) 8,324 5,688 Contract assets, non-current (b) — 756 Deferred revenue, including non-current portion (c) 265,894 209,473 _________________ (a) Receivables from contracts with customers, which are reported in Accounts receivable and Prepaid expenses and other current assets in the Company’s condensed consolidated balance sheets, represent the Company’s unconditional rights to consideration under its contracts with customers. As of March 31, 2023 and June 30, 2022, the Company’s receivables from contracts with customers above included $11,201 and $4,618, respectively, related to various related parties. See Note 14, Related Party Transactions for further details on related party arrangements. (b) Contract assets, which are reported as Prepaid expenses and other current assets or Other non-current assets in the Company’s condensed 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 the customers. Deferred revenue is reduced and the related revenue is recognized once the |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Charges | Changes to the Company’s restructuring liability through March 31, 2023 were as follows: June 30, 2022 $ 8,081 Restructuring charges (excluding share-based compensation expense) 24,503 Payments (16,647) March 31, 2023 $ 15,937 |
Investments in Nonconsolidate_2
Investments in Nonconsolidated Affiliates (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
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 or as equity investments without readily determinable fair value, are included within Other non-current assets in the accompanying condensed consolidated balance sheets and consisted of the following: Investment As of Ownership Percentage March 31, June 30, Equity method investments: SACO Technologies Inc. (“SACO”) 30 % $ 23,733 $ 31,448 Holoplot Loan (a) 20,584 — Holoplot 25 % 1,809 2,096 Equity securities without readily determinable fair values 9,195 7,102 Total investments in nonconsolidated affiliates $ 55,321 $ 40,646 _________________ three |
Equity Securities with Readily Determinable Fair Value | The carrying fair value of these investments, which are reported under Other non-current assets in the accompanying condensed balance sheets as of March 31, 2023 and June 30, 2022, are as follows: Equity Investments with Readily Determinable Fair Value March 31, June 30, Townsquare Class A common stock $ 4,665 $ 4,776 Townsquare Class C common stock 21,000 21,499 DraftKings common stock 12,397 10,146 Total Equity Investments with Readily Determinable Fair Values $ 38,062 $ 36,421 |
Gain (Loss) on Securities | The following table summarizes the realized and unrealized gain (loss) on equity investments with and without readily determinable fair value, which is reported in Other expense, net, for the three and nine months ended March 31, 2023 and 2022: Three Months Ended Nine Months Ended March 31, March 31, 2023 2022 2023 2022 Unrealized gain (loss) — Townsquare $ 2,406 $ (1,732) $ (609) $ 129 Unrealized gain (loss) — DraftKings 5,104 (6,956) 4,916 (28,432) Unrealized gain — Other — — 1,969 — Gain from shares sold — DraftKings 214 — 1,703 — Total realized and unrealized gain (loss) $ 7,724 $ (8,688) $ 7,979 $ (28,303) Supplemental information on realized gain: Shares of common stock sold — DraftKings 29 — 229 — Cash proceeds from common stock sold — DraftKings $ 550 $ — $ 4,369 $ — |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | As of March 31, 2023 and June 30, 2022, property and equipment consisted of the following: March 31, June 30, Land $ 141,257 $ 140,239 Buildings 1,066,722 997,345 Equipment, furniture and fixtures 516,266 455,463 Aircraft (a) — 38,090 Leasehold improvements 124,369 124,369 Construction in progress (b) 2,818,995 2,024,117 Total Property and equipment 4,667,609 3,779,623 Less accumulated depreciation and amortization (a) (977,375) (925,967) Property and equipment, net $ 3,690,234 $ 2,853,656 _________________ (a) On December 30, 2022, the Company completed the disposition of a corporate aircraft (see Note 3, Dispositions), which resulted in a reduction of gross assets of $38,090, and accumulated depreciation of $13,689. (b) Construction in progress includes labor and interest that are capitalized during the construction period for significant long term construction projects. These costs primarily relate to the construction of Sphere in Las Vegas. For the three and nine months ended March 31, 2023, the Company capitalized interest of $38,115 and $88,450 of interest, respectively. For the three and nine months ended March 31, 2022, the Company capitalized $12,272 and $32,202 of interest, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Carrying Amount of Goodwill by Reportable Segment | The carrying amount of goodwill as of March 31, 2023 and June 30, 2022 are as follows: March 31, June 30, Entertainment $ 74,309 $ 74,309 MSG Networks 424,508 424,508 Total Goodwill $ 498,817 $ 498,817 |
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, 2023 and June 30, 2022 were as follows: March 31, June 30, Trademarks $ 61,881 $ 61,881 Photographic related rights 1,920 1,920 Total indefinite-lived intangible assets $ 63,801 $ 63,801 |
Schedule of Intangible Assets Subject to Amortization | The Company’s intangible assets subject to amortization are as follows: March 31, 2023 Gross Accumulated Net Affiliate relationships 83,044 (64,355) 18,689 Other intangibles (b) 4,217 (4,217) — Total amortizable intangible assets $ 87,261 $ (68,572) $ 18,689 June 30, 2022 Gross Accumulated Net Trade names (a) $ 2,530 $ (2,169) $ 361 Affiliate relationships 83,044 (62,019) 21,025 Festival rights (a) 8,080 (6,926) 1,154 Other intangibles 4,217 (4,094) 123 Total amortizable intangible assets $ 97,871 $ (75,208) $ 22,663 _________________ (a) On December 2, 2022, the Company completed the BCE Disposition (see Note 3, Dispositions), which resulted in a reduction of gross assets and accumulated amortization related to festival rights and trade names, associated with the BCE Disposition. (b) Other intangibles gross and accumulated amortization balances were fully amortized. |
Credit Facilities (Tables)
Credit Facilities (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Line of Credit Facility [Abstract] | |
Schedule of Debt Outstanding and Deferred Financing Costs | The following table summarizes the presentation of the outstanding balances under the Company’s credit agreements as of March 31, 2023 and June 30, 2022: March 31, June 30, Current portion MSG Networks Term Loan $ 82,500 $ 66,000 National Properties Term Loan Facility 16,250 8,125 Other current portion of long-term debt — 637 Total Current portion of long-term debt $ 98,750 $ 74,762 March 31, 2023 June 30, 2022 Principal Unamortized Deferred Financing Costs Net Principal Unamortized Deferred Financing Costs Net Non-current portion MSG Networks Term Loan $ 870,375 $ (1,788) $ 868,587 $ 932,250 $ (2,715) $ 929,535 National Properties Term Loan Facility 629,687 (13,645) 616,042 641,875 (16,064) 625,811 National Properties Revolving Credit Facility 27,100 — 27,100 29,100 — 29,100 LV Sphere Term Loan Facility 275,000 (5,149) 269,851 — — — Other long-term debt 168 — 168 — — — Total Long-term debt, net of deferred financing costs $ 1,802,330 $ (20,582) $ 1,781,748 $ 1,603,225 $ (18,779) $ 1,584,446 |
Interest Payments and Loan Principal Repayments | Interest payments and loan principal repayments made by the Company under the credit agreements were as follows: Interest Payments Loan Principal Repayments Nine Months Ended Nine Months Ended March 31, March 31, 2023 2022 2023 2022 MSG Networks Credit Facilities $ 41,034 $ 13,238 $ 45,375 $ 37,125 National Properties Credit Facilities 35,283 34,917 6,063 4,875 LV Sphere Term Loan Facility 6,211 — — — Total Payments $ 82,528 $ 48,155 $ 51,438 $ 42,000 The carrying value and fair value of the Company’s financial instruments reported in the accompanying consolidated balance sheets are as follows: March 31, 2023 June 30, 2022 Carrying Value (a) Fair Carrying Value (a) Fair Liabilities: MSG Networks Credit Facilities $ 952,875 $ 938,582 $ 998,250 $ 958,320 National Properties Credit Facilities 673,037 666,307 679,100 679,100 LV Sphere Term Loan Facility 275,000 269,500 — — Other debt 168 168 637 637 Total Long-term debt $ 1,901,080 $ 1,874,557 $ 1,677,987 $ 1,638,057 _________________ (a) The total carrying value of the Company’s financial instruments as of March 31, 2023 and June 30, 2022 |
Pension Plans and Other Postr_2
Pension Plans and Other Postretirement Benefit Plan (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
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 condensed consolidated statements of operations for the three and nine months ended March 31, 2023 and 2022. 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 Other expense, net. Pension Plans Postretirement Plans Three Months Ended Three Months Ended March 31, March 31, 2023 2022 2023 2022 Service cost $ 123 $ 118 $ 15 $ 16 Interest cost 1,189 1,190 19 20 Expected return on plan assets (1,719) (1,719) — — Recognized actuarial loss (gain) 476 501 (12) 9 Net periodic benefit cost $ 69 $ 90 $ 22 $ 45 Pension Plans Postretirement Plans Nine Months Ended Nine Months Ended March 31, March 31, 2023 2022 2023 2022 Service cost $ 369 $ 354 $ 45 $ 48 Interest cost 3,567 3,570 57 60 Expected return on plan assets (5,157) (5,157) — — Recognized actuarial loss 1,478 1,503 6 27 Net periodic benefit cost $ 257 $ 270 $ 108 $ 135 |
Schedule of Defined Contribution Plans | For the three and nine months ended March 31, 2023 and 2022, expenses related to the Savings Plans and Union Savings Plan included in the accompanying condensed consolidated statements of operations are as follows: Three Months Ended Nine Months Ended March 31, March 31, 2023 2022 2023 2022 Savings Plans $ 3,304 $ 2,095 $ 8,611 $ 6,589 Union Savings Plan $ 371 $ 24 $ 409 $ 45 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation Expense | The following table summarizes the Company’s share-based compensation expense: Three Months Ended Nine Months Ended March 31, March 31, 2023 2022 2023 2022 Share-based compensation (a) $ 10,899 $ 12,157 $ 39,846 $ 51,987 Intrinsic value of awards vested (b) $ 344 $ 1,198 $ 34,028 $ 35,048 _________________ (a) Share-based compensation excludes costs that have been capitalized of $2,887 and $2,264 for the nine months ended March 31, 2023 and 2022, respectively. For the three and nine months ended March 31, 2023, share-based compensation also excludes costs of $7,384 and $9,677, respectively, and for the three and nine months ended March 31, 2022, share-based compensation also excludes costs of $4,589, that have been reclassified to Restructuring charges in the condensed consolidated statements of operations, as detailed in Note 5, Restructuring Charges. (b) To fulfill required statutory tax withholding obligations for the applicable income and other employment taxes, RSUs and PSUs with an aggregate value of $14,188 and $15,548 were retained by the Company during the nine months ended March 31, 2023, and 2022, respectively. The aggregate value of the RSUs and PSUs retained included $305 and $477 related to MSG Sports employees, during the nine months ended March 31, 2023, and 2022, respectively. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following tables detail the components of accumulated other comprehensive loss: Three Months Ended March 31, 2023 Pension Plans and Cumulative Accumulated Balance as of December 31, 2022 $ (39,453) $ (9,110) $ (48,563) Other comprehensive income — 2,105 2,105 Amounts reclassified from accumulated other comprehensive loss (a) 464 — 464 Income tax expense (58) (387) (445) Other comprehensive income 406 1,718 2,124 Balance as of March 31, 2023 $ (39,047) $ (7,392) $ (46,439) Three Months Ended March 31, 2022 Pension Plans and Cumulative 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 (expense) benefit 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) Nine Months Ended March 31, 2023 Pension Plans and Cumulative Accumulated Balance as of June 30, 2022 $ (40,287) $ (8,068) $ (48,355) Other comprehensive income — 828 828 Amounts reclassified from accumulated other comprehensive loss (a) 1,484 — 1,484 Income tax expense (244) (152) (396) Other comprehensive income 1,240 676 1,916 Balance as of March 31, 2023 $ (39,047) $ (7,392) $ (46,439) Nine Months Ended March 31, 2022 Pension Plans and Cumulative 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) _________________ (a) Amounts reclassified from accumulated other comprehensive loss represent the amortization of net actuarial loss and net |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
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 condensed consolidated statements of operations for the three and nine months ended March 31, 2023 and 2022: Three Months Ended Nine Months Ended March 31, March 31, 2023 2022 2023 2022 Revenues $ 42,795 $ 39,987 $ 88,431 $ 79,314 Operating expenses (credits): Media rights fees $ 43,433 $ 40,948 $ 129,633 $ 122,206 Revenue sharing expenses 7,353 5,791 15,639 12,187 Reimbursement under Arena License Agreements (8,911) (10,047) (18,761) (19,097) Cost reimbursement from MSG Sports - per Transition services agreement (9,789) (9,159) (28,781) (28,888) Origination, master control and technical services 1,257 1,232 3,721 3,648 Other operating expenses, net 851 279 3,143 3,193 Total operating expenses, net (a) $ 34,194 $ 29,044 $ 104,594 $ 93,249 _________________ (a) Of the total operating expenses, net, $44,264 and $37,949 for three months ended March 31, 2023 and 2022, respectively, and $133,071 and $119,146 for the nine months ended March 31, 2023 and, 2022, respectively, are included in direct operating expenses in the accompanying condensed consolidated statements of operations, and $(10,070) and $(8,905) for three months ended March 31, 2023 and 2022, respectively, and $(28,477) and $(25,897) for the nine months ended March 31, 2023 and 2022, respectively, are included as net credits in selling, general and administrative expenses. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information, by Segment | Three Months Ended March 31, 2023 Entertainment MSG Networks Other (b) Total Revenues $ 201,861 $ 161,436 $ — $ 363,297 Direct operating expenses (120,835) (89,251) (55) (210,141) Selling, general and administrative expenses (120,307) (60,052) 489 (179,870) Depreciation and amortization (21,310) (1,689) — (22,999) Impairment and other losses, net (51) — — (51) Restructuring charges (20,498) — — (20,498) Operating (loss) income $ (81,140) $ 10,444 $ 434 $ (70,262) Interest income, net 2,640 Other income, net 4,994 Loss from operations before income taxes $ (62,628) Reconciliation of operating income (loss) to adjusted operating income (loss): Operating (loss) income $ (81,140) $ 10,444 $ 434 $ (70,262) Add back: Non-cash portion of arena license fees from MSG Sports (a) (12,149) — — (12,149) Share-based compensation 10,259 640 — 10,899 Depreciation and amortization 21,310 1,689 — 22,999 Restructuring charges 20,498 — — 20,498 Impairment and other losses, net 51 — — 51 Merger and acquisition related costs, net of insurance recovery 1,528 45,513 — 47,041 Amortization for capitalized cloud computing costs 185 43 — 228 Remeasurement of deferred compensation plan liabilities 126 — — 126 Adjusted operating (loss) income $ (39,332) $ 58,329 $ 434 $ 19,431 Other information: Capital expenditures $ 198,924 $ 1,818 $ — $ 200,742 Three Months Ended March 31, 2022 Entertainment MSG Networks Other (b) Total Revenues $ 194,585 $ 167,569 $ (9,620) $ 352,534 Direct operating expenses (110,688) (87,174) (105) (197,967) Selling, general and administrative expenses (96,198) (32,237) 9,647 (118,788) Depreciation and amortization (18,522) (1,764) (177) (20,463) Impairment and other gains, net 245 — — 245 Restructuring charges (14,238) (452) — (14,690) Operating (loss) income $ (44,816) $ 45,942 $ (255) $ 871 Interest expense, net (4,761) Other expense, net (10,052) Loss from operations before income taxes $ (13,942) Reconciliation of operating (loss) income to adjusted operating income (loss): Operating (loss) income $ (44,816) $ 45,942 $ (255) $ 871 Add back: Non-cash portion of arena license fees from MSG Sports (a) (12,073) — — (12,073) Share-based compensation 10,399 1,758 — 12,157 Depreciation and amortization 18,522 1,764 177 20,463 Restructuring charges 14,238 452 — 14,690 Impairment and other gains, net (245) — — (245) Merger and acquisition related costs, net of insurance recovery 1,647 866 — 2,513 Amortization for capitalized cloud computing costs 38 43 — 81 Adjusted operating (loss) income $ (12,290) $ 50,825 $ (78) $ 38,457 Other information: Capital expenditures $ 200,958 $ 320 $ — $ 201,278 Nine Months Ended March 31, 2023 Entertainment MSG Networks Other (b) Total Revenues $ 705,481 $ 442,813 $ (8,802) $ 1,139,492 Direct operating expenses (403,642) (255,071) (222) (658,935) Selling, general and administrative expenses (336,421) (115,951) 10,318 (442,054) Depreciation and amortization (62,514) (4,944) (632) (68,090) Impairment and other gains, net 7,361 — — 7,361 Restructuring charges (30,192) (3,988) — (34,180) Operating (loss) income $ (119,927) $ 62,859 $ 662 $ (56,406) Interest expense, net 10,161 Other income, net 1,939 Loss from operations before income taxes $ (44,306) Reconciliation of operating (loss) income to adjusted operating income (loss): Operating (loss) income $ (119,927) $ 62,859 $ 662 $ (56,406) Add back: Non-cash portion of arena license fees from MSG Sports (a) (25,078) — — (25,078) Share-based compensation 34,204 5,642 — 39,846 Depreciation and amortization 62,514 4,944 632 68,090 Restructuring charges 30,192 3,988 — 34,180 Impairment and other gains, net (7,361) — — (7,361) Merger and acquisition related costs, net of insurance recovery 4,221 52,958 — 57,179 Amortization for capitalized cloud computing costs 453 131 — 584 Remeasurement of deferred compensation plan liabilities 132 — — 132 Adjusted operating (loss) income $ (20,650) $ 130,522 $ 1,294 $ 111,166 Other information: Capital expenditures $ 745,385 $ 5,710 $ — $ 751,095 Nine Months Ended March 31, 2022 Entertainment MSG Networks Other (b) Total Revenues $ 476,434 $ 469,023 $ (17,015) $ 928,442 Direct operating expenses (294,333) (241,521) (222) (536,076) Selling, general and administrative expenses (283,715) (117,404) 16,839 (384,280) Depreciation and amortization (57,202) (5,317) (531) (63,050) Impairment and other gains, net 245 — — 245 Restructuring charges (14,238) (452) — (14,690) Operating (loss) income $ (172,809) $ 104,329 $ (929) $ (69,409) Interest expense, net (19,740) Other expense, net (32,304) Loss from operations before income taxes $ (121,453) Reconciliation of operating (loss) income to adjusted operating (loss) income: Operating (loss) income $ (172,809) $ 104,329 $ (929) $ (69,409) Add back: Non-cash portion of arena license fees from MSG Sports (a) (23,962) — — (23,962) Share-based compensation 36,697 15,290 — 51,987 Depreciation and amortization 57,202 5,317 531 63,050 Restructuring charges 14,238 452 — 14,690 Impairment and other gains, net (245) — — (245) Merger and acquisition related costs, net of insurance recovery 17,095 24,941 — 42,036 Amortization for capitalized cloud computing costs 45 131 — 176 Adjusted operating (loss) income $ (71,739) $ 150,460 $ (398) $ 78,323 Other information: Capital expenditures $ 500,714 $ 2,369 $ — $ 503,083 _________________ (a) This adjustment represents the non-cash portion of operating lease revenue related to the Company’s Arena License Agreements with MSG Sports. Pursuant to GAAP, recognition of operating lease revenue is recorded on a straight-line basis over the term of the agreement based upon the value of total future payments under the arrangement. As a result, operating lease revenue is comprised of a contractual cash component plus or minus a non-cash component for each period presented. Operating income on a GAAP basis includes lease income of (i) $19,014 and $39,234 of revenue collected in cash for the three and nine months ended March 31, 2023, respectively, and $17,543 and $34,836 of revenue collected in cash for the three and nine months ended March 31, 2022, respectively, and (ii) a non-cash portion of $12,149 and $25,078 for the three and nine months ended March 31, 2023, respectively, and $12,073 and $23,962for the three and nine months ended March 31, 2022, respectively. (b) Includes inter-segment eliminations and, for operating (loss) income, purchase accounting adjustments. |
Schedules of Concentration of Risk, by Risk Factor | Concentration of Risk Accounts receivable, net in the accompanying condensed consolidated balance sheets as of March 31, 2023 and June 30, 2022 include amounts due from the following individual customers, which accounted for the noted percentages of the gross balance: March 31, June 30, Customer A 14 % 16 % Customer B 12 % 14 % Customer C 10 % 12 % Revenues in the accompanying condensed consolidated statements of operations for the three and nine months ended March 31, 2023 and March 31, 2022 include amounts from the following individual customers: Three Months Ended Nine Months Ended March 31, March 31, 2023 2022 2023 2022 Customer 1 11 % 11 % 10 % 13 % Customer 2 N/A 12 % 10 % 14 % |
Additional Financial Informat_2
Additional Financial Information (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Additional Financial Information [Abstract] | |
Schedule Of Cash, Cash Equivalents, and Restricted Cash | The following table provides a summary of the amounts recorded as cash, cash equivalents and restricted cash. March 31, June 30, Cash and cash equivalents $ 217,576 $ 805,415 Restricted cash 109,669 17,470 Total cash, cash equivalents and restricted cash $ 327,245 $ 822,885 |
Cash, Cash Equivalents and Restricted Cash | The following table provides a summary of the amounts recorded as cash, cash equivalents and restricted cash. March 31, June 30, Cash and cash equivalents $ 217,576 $ 805,415 Restricted cash 109,669 17,470 Total cash, cash equivalents and restricted cash $ 327,245 $ 822,885 |
Schedule of Other Current Assets | Prepaid expenses and other current assets consisted of the following: March 31, June 30, Prepaid expenses $ 81,083 $ 77,059 Related party receivables 24,729 32,541 Notes and other receivables 15,588 2,725 Current contract assets 8,324 5,688 Current deferred production costs 5,240 7,227 Other 10,874 10,431 Total prepaid expenses and other current assets $ 145,838 $ 135,671 |
Other Current Liabilities | Accounts payable, accrued and other current liabilities consisted of the following: March 31, June 30, Accounts payable $ 32,617 $ 13,255 Related party payables 37,682 37,746 Accrued payroll and employee related liabilities 99,376 130,287 Cash due to promoters 84,975 78,428 Capital expenditure accruals 307,368 206,462 Accrued expenses 137,751 62,905 Total accounts payable, accrued and other current liabilities $ 699,769 $ 529,083 |
Schedule of Other Nonoperating Income (Expense) | Other expense, net includes the following: Three Months Ended Nine Months Ended March 31, March 31, 2023 2022 2023 2022 Loss on equity method investments $ (2,883) $ (1,555) $ (6,287) $ (4,064) Gains from shares sold — DraftKings 214 — 1,703 — Net unrealized gain (loss) on equity investments with readily determinable fair value 7,510 (8,688) 4,307 (28,303) Unrealized gain on equity investments without readily determinable fair value — — 1,969 — Other 153 191 247 63 Total other expense, net $ 4,994 $ (10,052) $ 1,939 $ (32,304) |
Description of Business and B_2
Description of Business and Basis of Presentation - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
May 03, 2023 USD ($) | Apr. 20, 2023 $ / shares shares | Apr. 14, 2023 $ / shares shares | Mar. 31, 2023 segment $ / shares | Mar. 31, 2023 segment $ / shares | Jun. 30, 2022 $ / shares | |
Conversion of Stock [Line Items] | ||||||
Number of reportable segments | segment | 2 | 2 | ||||
Subsequent Event | Discontinued Operations, Disposed of by Sale | Tao Group Hospitality | ||||||
Conversion of Stock [Line Items] | ||||||
Consideration to be received for disposal | $ | $ 550,000 | |||||
Proceeds from disposition | $ | $ 295,000 | |||||
Disposal group, including discontinued operation, ownership percentage in disposed asset | 66.90% | |||||
Subsequent Event | Discontinued Operations, Disposed of by Sale | TAO Holdings | ||||||
Conversion of Stock [Line Items] | ||||||
Disposal group, including discontinued operation, ownership percentage in disposed asset | 79.10% | |||||
Spinoff | Subsequent Event | Entertainment | ||||||
Conversion of Stock [Line Items] | ||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 33% | |||||
Spinoff | Subsequent Event | Entertainment | MSG Stockholders | ||||||
Conversion of Stock [Line Items] | ||||||
Noncontrolling interest, ownership percentage by parent | 67% | |||||
Common Class A | ||||||
Conversion of Stock [Line Items] | ||||||
Common stock, par or stated value per share (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common Class A | Entertainment | Spinoff | Subsequent Event | ||||||
Conversion of Stock [Line Items] | ||||||
Number of shares received for every one common stock shares held on record date (in shares) | shares | 1 | |||||
Common stock, par or stated value per share (in dollars per share) | $ 0.01 | |||||
Common Class B | ||||||
Conversion of Stock [Line Items] | ||||||
Common stock, par or stated value per share (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common Class B | Entertainment | Spinoff | Subsequent Event | ||||||
Conversion of Stock [Line Items] | ||||||
Number of shares received for every one common stock shares held on record date (in shares) | shares | 1 | |||||
Common stock, par or stated value per share (in dollars per share) | $ 0.01 |
Accounting Policies (Details)
Accounting Policies (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Accounting Policies [Abstract] | |
Deferred immersive production costs | $ 46,500 |
Discontinued Operations and D_3
Discontinued Operations and Dispositions - Narrative (Details) - USD ($) $ in Thousands | Dec. 30, 2022 | Dec. 02, 2022 | May 03, 2023 |
BCE | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||
Business Acquisition [Line Items] | |||
Disposal group, not discontinued operation, gain (loss) on disposal | $ 8,744 | ||
The Aircraft | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||
Business Acquisition [Line Items] | |||
Disposal group, not discontinued operation, gain (loss) on disposal | $ 4,383 | ||
Consideration to be received for disposal | $ 20,375 | ||
Tao Group Hospitality | Discontinued Operations, Disposed of by Sale | Subsequent Event | |||
Business Acquisition [Line Items] | |||
Disposal group, including discontinued operation, ownership percentage in disposed asset | 66.90% | ||
Consideration to be received for disposal | $ 550,000 |
Discontinued Operations and D_4
Discontinued Operations and Dispositions - Schedule of Disposed Assets from Discontinued Operations (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | |
Current Assets: | |||||||
Total current assets (a) | [1] | $ 502,567 | $ 72,088 | ||||
Non-Current Assets: | |||||||
Total non-current assets | [1] | 0 | 400,430 | ||||
Current Liabilities: | |||||||
Total current liabilities (a) | [1] | 289,817 | 102,801 | ||||
Non-Current Liabilities: | |||||||
Total non-current liabilities | [1] | 0 | 170,960 | ||||
Redeemable noncontrolling interests (Held for Sale) | 138,812 | $ 190,222 | 184,192 | $ 137,778 | $ 142,004 | $ 137,834 | |
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | |||||||
Current Assets: | |||||||
Cash, cash equivalents and restricted cash | 30,861 | 23,125 | |||||
Accounts receivable, net | 25,301 | 28,640 | |||||
Prepaid expenses and other current assets | 17,890 | 20,323 | |||||
Total current assets (a) | 74,052 | 72,088 | |||||
Non-Current Assets: | |||||||
Property and equipment, net | 87,529 | 85,396 | |||||
Right-of-use lease assets | 141,184 | 109,194 | |||||
Goodwill | 1,364 | 1,364 | |||||
Intangible assets, net | 131,413 | 141,421 | |||||
Deferred tax assets, net | 51,117 | 46,466 | |||||
Other non-current assets | 15,908 | 16,589 | |||||
Total non-current assets | 428,515 | 400,430 | |||||
Total assets of the disposal group classified as held for sale | 502,567 | 472,518 | |||||
Current Liabilities: | |||||||
Accounts payable, accrued and other current liabilities | 49,507 | 60,163 | |||||
Current portion of long-term debt | 3,750 | 3,750 | |||||
Operating lease liabilities, current | 19,168 | 19,751 | |||||
Deferred revenue | 15,295 | 19,137 | |||||
Total current liabilities (a) | 87,720 | 102,801 | |||||
Non-Current Liabilities: | |||||||
Long-term debt, net of deferred financing costs | 77,486 | 80,130 | |||||
Operating lease liabilities, non-current | 123,191 | 89,437 | |||||
Other non-current liabilities | 1,420 | 1,393 | |||||
Total non-current liabilities | 202,097 | 170,960 | |||||
Total liabilities of the disposal group classified as held for sale | 289,817 | 273,761 | |||||
Net Assets of the disposal group classified as held for sale | 212,750 | 198,757 | |||||
Redeemable noncontrolling interests (Held for Sale) | 138,812 | 184,192 | |||||
Nonredeemable noncontrolling interests of disposal group classified as held for sale | $ 13,426 | $ 12,163 | |||||
[1]The assets and liabilities of the disposal group classified as held for sale are classified as current on the March 31,2023 balance sheet as the transaction was completed and net proceeds were received on May 3,2023. |
Discontinued Operations and D_5
Discontinued Operations and Dispositions - Schedule of Disposed Income Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net (loss) income | $ (4,576) | $ 985 | $ 7,548 | $ 20,399 |
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenues | 130,857 | 107,593 | 398,078 | 342,634 |
Direct operating expenses | (77,963) | (64,509) | (232,029) | (188,419) |
Selling, general and administrative expenses | (46,541) | (38,810) | (131,200) | (110,434) |
Depreciation and amortization | (7,421) | (8,176) | (21,144) | (25,552) |
Impairment and other gains, net | 0 | 5,074 | 473 | 5,235 |
Operating (loss) income | (1,068) | 1,172 | 14,178 | 23,464 |
Interest income | 49 | 7 | 85 | 11 |
Interest expense | (160) | (303) | (3,221) | (1,195) |
Other expense, net | (8) | (301) | ||
Other income, net | 75 | 719 | ||
(Loss) income from operations before income taxes | (1,187) | 951 | 11,761 | 21,979 |
Income tax (expense) benefit | (3,389) | 34 | (4,213) | (1,580) |
Net (loss) income | (4,576) | 985 | 7,548 | 20,399 |
Less: Net loss attributable to nonredeemable noncontrolling interests | (216) | (1,161) | (128) | (323) |
Less: Net income attributable to redeemable noncontrolling interests | (1,492) | (442) | 2,661 | 4,412 |
Net (loss) income from discontinued operations attributable to Sphere Entertainment Co.’s stockholders | $ (2,868) | $ 2,588 | $ 5,015 | $ 16,310 |
Discontinued Operations and D_6
Discontinued Operations and Dispositions - Schedule of Disposed Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Non-cash items included in net (loss) income: | ||||
Impairment and other (losses) gains, net | $ (7,834) | $ (5,480) | ||
Share-based compensation | 56,092 | 62,321 | ||
Cash flows from investing activities: | ||||
Capital expenditures, net | (764,513) | (516,494) | ||
Non-cash investing activities: | ||||
Investments and loans to nonconsolidated affiliates | 12,859 | 731 | ||
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | ||||
Non-cash items included in net (loss) income: | ||||
Depreciation and amortization | $ 7,421 | $ 8,176 | 21,144 | 25,552 |
Impairment and other (losses) gains, net | 0 | (5,074) | (473) | (5,235) |
Share-based compensation | 2,144 | 1,876 | 6,570 | 5,745 |
Cash flows from investing activities: | ||||
Capital expenditures, net | (4,962) | (5,295) | (16,417) | (16,566) |
Non-cash investing activities: | ||||
Investments and loans to nonconsolidated affiliates | $ 0 | $ 55 | $ 0 | $ 731 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | $ 330,647 | $ 321,482 | $ 1,070,776 | $ 865,878 |
Revenues from Arena License Agreements, leases and subleases | 32,650 | 31,052 | 68,716 | 62,564 |
Revenues | 363,297 | 352,534 | 1,139,492 | 928,442 |
Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 0 | (9,620) | (8,802) | (17,015) |
Revenues from Arena License Agreements, leases and subleases | 0 | 0 | 0 | 0 |
Revenues | 0 | (9,620) | (8,802) | (17,015) |
Entertainment | Operating segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 169,211 | 163,533 | 636,765 | 413,870 |
Revenues from Arena License Agreements, leases and subleases | 32,650 | 31,052 | 68,716 | 62,564 |
Revenues | 201,861 | 194,585 | 705,481 | 476,434 |
MSG Networks | Operating segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 161,436 | 167,569 | 442,813 | 469,023 |
Revenues from Arena License Agreements, leases and subleases | 0 | 0 | 0 | 0 |
Revenues | 161,436 | 167,569 | 442,813 | 469,023 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 2,139 | 691 | 4,838 | 1,948 |
Other | Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 0 | 0 | 0 | 0 |
Other | Entertainment | Operating segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 2,139 | 691 | 4,838 | 1,948 |
Other | MSG Networks | Operating segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 0 | 0 | 0 | 0 |
Ticketing and venue license fee revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 45,547 | 46,867 | 291,404 | 172,844 |
Ticketing and venue license fee revenues | Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 0 | 0 | 0 | 0 |
Ticketing and venue license fee revenues | Entertainment | Operating segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 45,547 | 46,867 | 291,404 | 172,844 |
Ticketing and venue license fee revenues | MSG Networks | Operating segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 0 | 0 | 0 | 0 |
Sponsorship and signage, suite and advertising commission revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 78,504 | 70,011 | 207,010 | 144,031 |
Sponsorship and signage, suite and advertising commission revenues | Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 0 | (9,620) | (8,802) | (17,015) |
Sponsorship and signage, suite and advertising commission revenues | Entertainment | Operating segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 78,504 | 79,631 | 215,812 | 161,046 |
Sponsorship and signage, suite and advertising commission revenues | MSG Networks | Operating segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 0 | 0 | 0 | 0 |
Food, beverage and merchandise revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 43,021 | 36,344 | 124,711 | 78,032 |
Food, beverage and merchandise revenues | Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 0 | 0 | 0 | 0 |
Food, beverage and merchandise revenues | Entertainment | Operating segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 43,021 | 36,344 | 124,711 | 78,032 |
Food, beverage and merchandise revenues | MSG Networks | 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 | 161,436 | 167,569 | 442,813 | 469,023 |
Media Networks Revenue | Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 0 | 0 | 0 | 0 |
Media Networks Revenue | Entertainment | Operating segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 0 | 0 | 0 | 0 |
Media Networks Revenue | MSG Networks | Operating segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 161,436 | 167,569 | 442,813 | 469,023 |
Transferred at Point in Time | Event-related and entertainment dining and nightlife offerings | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 102,314 | 90,899 | 443,992 | 268,391 |
Transferred at Point in Time | Event-related and entertainment dining and nightlife offerings | Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 0 | 0 | 0 | 0 |
Transferred at Point in Time | Event-related and entertainment dining and nightlife offerings | Entertainment | Operating segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 102,314 | 90,899 | 443,992 | 268,391 |
Transferred at Point in Time | Event-related and entertainment dining and nightlife offerings | MSG Networks | Operating segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 0 | 0 | 0 | 0 |
Transferred at Point in Time | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 9,387 | 9,039 | 21,588 | 18,891 |
Transferred at Point in Time | Other | Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 0 | (9,620) | (8,802) | (17,015) |
Transferred at Point in Time | Other | Entertainment | Operating segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 7,173 | 17,025 | 25,660 | 31,914 |
Transferred at Point in Time | Other | MSG Networks | Operating segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 2,214 | 1,634 | 4,730 | 3,992 |
Transferred over Time | Sponsorship, signage and suite licenses | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 62,784 | 58,297 | 172,821 | 118,676 |
Transferred over Time | Sponsorship, signage and suite licenses | Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 0 | 0 | 0 | 0 |
Transferred over Time | Sponsorship, signage and suite licenses | Entertainment | Operating segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 59,724 | 55,609 | 167,113 | 113,565 |
Transferred over Time | Sponsorship, signage and suite licenses | Entertainment | Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 0 | 9,620 | 8,802 | 17,015 |
Transferred over Time | Sponsorship, signage and suite licenses | MSG Networks | Operating segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 3,060 | 2,688 | 5,708 | 5,111 |
Transferred over Time | Media related, primarily from affiliation agreements | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 156,162 | 163,247 | 432,375 | 459,920 |
Transferred over Time | Media related, primarily from affiliation agreements | Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 0 | 0 | 0 | 0 |
Transferred over Time | Media related, primarily from affiliation agreements | Entertainment | Operating segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | 0 | 0 | 0 | 0 |
Transferred over Time | Media related, primarily from affiliation agreements | MSG Networks | Operating segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from contract with customer | $ 156,162 | $ 163,247 | $ 432,375 | $ 459,920 |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | |
Contract Assets and Liabilities [Line Items] | |||
Contract with customer, deferred revenue, revenue recognized | $ 21,196 | $ 175,363 | |
Receivables from contracts with customers, net | |||
Contract Assets and Liabilities [Line Items] | |||
Contracts with customers, assets, net | 225,644 | 225,644 | $ 192,630 |
Contract assets, current | |||
Contract Assets and Liabilities [Line Items] | |||
Contracts with customers, assets, net | 8,324 | 8,324 | 5,688 |
Contract assets, non-current | |||
Contract Assets and Liabilities [Line Items] | |||
Contracts with customers, assets, net | 0 | 0 | 756 |
Deferred revenue, including non-current portion | |||
Contract Assets and Liabilities [Line Items] | |||
Deferred revenue, including non-current portion | 265,894 | 265,894 | 209,473 |
Affiliated Entities | Net related party receivables | |||
Contract Assets and Liabilities [Line Items] | |||
Contracts with customers, assets, net | $ 11,201 | $ 11,201 | $ 4,618 |
Revenue Recognition - Remaining
Revenue Recognition - Remaining Performance Obligation (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 577,000 |
Revenue, remaining performance obligation, percentage | 40% |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, percentage | 42% |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 2 years |
Restructuring and Related Activ
Restructuring and Related Activities - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 20,498 | $ 14,690 | $ 34,180 | $ 14,690 |
Employee Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 7,384 | $ 4,589 | $ 9,677 | $ 4,589 |
Restructuring Charges - Schedul
Restructuring Charges - Schedule of Restructuring Activity (Details) $ in Thousands | 9 Months Ended |
Mar. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Roll Forward] | |
Restructuring reserve, beginning balance | $ 8,081 |
Restructuring charges (excluding share-based compensation expense) | 24,503 |
Payments | (16,647) |
Restructuring reserve, ending balance | $ 15,937 |
Investments in Nonconsolidate_3
Investments in Nonconsolidated Affiliates - Schedule Without Readily Determinable Fair Values (Details) € in Thousands, $ in Thousands | 1 Months Ended | |||
Jan. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jan. 31, 2023 EUR (€) | Jun. 30, 2022 USD ($) | |
Schedule of Investments [Line Items] | ||||
Investments | $ 55,321 | $ 40,646 | ||
Equity Method Investments | SACO Technologies Inc. (“SACO”) | ||||
Schedule of Investments [Line Items] | ||||
Ownership Percentage | 30% | |||
Investments | $ 23,733 | 31,448 | ||
Equity Method Investments | Holoplot Loan | ||||
Schedule of Investments [Line Items] | ||||
Investments | $ 20,584 | 0 | ||
Face amount | $ 20,484 | € 18,804 | ||
Cash | 7,625 | |||
Deposits | $ 12,859 | |||
Financing receivable, term | 3 years | |||
Equity Method Investments | Holoplot | ||||
Schedule of Investments [Line Items] | ||||
Ownership Percentage | 25% | |||
Investments | $ 1,809 | 2,096 | ||
Equity securities without readily determinable fair values | ||||
Schedule of Investments [Line Items] | ||||
Investments | $ 9,195 | $ 7,102 |
Investments in Nonconsolidate_4
Investments in Nonconsolidated Affiliates - Equity Securities With Readily Determinable Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Schedule of Investments [Line Items] | ||
Equity Investments with Readily Determinable Fair Value | $ 38,062 | $ 36,421 |
Townsquare | Common Stock | Townsquare Class A common stock | ||
Schedule of Investments [Line Items] | ||
Equity Investments with Readily Determinable Fair Value | 4,665 | 4,776 |
Townsquare | Common Stock | Townsquare Class C common stock | ||
Schedule of Investments [Line Items] | ||
Equity Investments with Readily Determinable Fair Value | 21,000 | 21,499 |
Draftkings | Common Stock | Common Stock | ||
Schedule of Investments [Line Items] | ||
Equity Investments with Readily Determinable Fair Value | $ 12,397 | $ 10,146 |
Investments in Nonconsolidate_5
Investments in Nonconsolidated Affiliates - Schedule With Readily Determinable Fair Values (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Debt and Equity Securities, FV-NI [Line Items] | ||||
Total realized and unrealized gain (loss) | $ 7,724 | $ (8,688) | $ 7,979 | $ (28,303) |
Townsquare | ||||
Debt and Equity Securities, FV-NI [Line Items] | ||||
Unrealized (loss) gain | 2,406 | (1,732) | (609) | 129 |
Draftkings | ||||
Debt and Equity Securities, FV-NI [Line Items] | ||||
Unrealized (loss) gain | 5,104 | (6,956) | 4,916 | (28,432) |
Gain from shares sold — DraftKings | $ 214 | $ 0 | $ 1,703 | $ 0 |
Supplemental information on realized gain: | ||||
Shares of common stock sold - DraftKings (in shares) | 29 | 0 | 229 | 0 |
Cash proceeds from common stock sold — DraftKings | $ 550 | $ 0 | $ 4,369 | $ 0 |
Other Investments | ||||
Debt and Equity Securities, FV-NI [Line Items] | ||||
Unrealized (loss) gain | $ 0 | $ 0 | $ 1,969 | $ 0 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Dec. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment | $ 4,667,609 | $ 4,667,609 | $ 3,779,623 | |||
Less accumulated depreciation and amortization (a) | (977,375) | (977,375) | (925,967) | |||
Property and equipment, net | 3,690,234 | 3,690,234 | 2,853,656 | |||
Capitalized interest | 38,115 | $ 12,272 | 88,450 | $ 32,202 | ||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | The Aircraft | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Total assets of the disposal group classified as held for sale | $ 38,090 | |||||
Disposal group, accumulated depreciation and amortization | $ 13,689 | |||||
Land | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment | 141,257 | 141,257 | 140,239 | |||
Buildings | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment | 1,066,722 | 1,066,722 | 997,345 | |||
Equipment, furniture and fixtures | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment | 516,266 | 516,266 | 455,463 | |||
Aircraft | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment | 0 | 0 | 38,090 | |||
Leasehold improvements | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment | 124,369 | 124,369 | 124,369 | |||
Construction in progress | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property and equipment | $ 2,818,995 | $ 2,818,995 | $ 2,024,117 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||||||
Capital expenditures incurred but not yet paid | $ 307,368 | $ 206,462 | $ 104,004 | $ 83,788 | ||
Depreciation | $ 22,220 | $ 19,351 | $ 65,000 | $ 59,712 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Schedule of Carrying Amount of Goodwill) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Goodwill [Roll Forward] | ||
Goodwill | $ 498,817 | $ 498,817 |
Entertainment | ||
Goodwill [Roll Forward] | ||
Goodwill | 74,309 | 74,309 |
MSG Networks | ||
Goodwill [Roll Forward] | ||
Goodwill | $ 424,508 | $ 424,508 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Schedule of Indefinite-Lived Intangible Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Indefinite-lived Intangible Assets by Major Class [Line Items] | ||
Indefinite-lived intangible assets (excluding goodwill) | $ 63,801 | $ 63,801 |
Trademarks | ||
Indefinite-lived Intangible Assets by Major Class [Line Items] | ||
Indefinite-lived intangible assets (excluding goodwill) | 61,881 | 61,881 |
Photographic related rights | ||
Indefinite-lived Intangible Assets by Major Class [Line Items] | ||
Indefinite-lived intangible assets (excluding goodwill) | $ 1,920 | $ 1,920 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Schedule of Intangible Assets Subject To Amortization) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 87,261 | $ 97,871 |
Accumulated Amortization | (68,572) | (75,208) |
Net | 18,689 | 22,663 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 2,530 | |
Accumulated Amortization | (2,169) | |
Net | 361 | |
Affiliate relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 83,044 | 83,044 |
Accumulated Amortization | (64,355) | (62,019) |
Net | 18,689 | 21,025 |
Festival rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 8,080 | |
Accumulated Amortization | (6,926) | |
Net | 1,154 | |
Other intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 4,217 | 4,217 |
Accumulated Amortization | (4,217) | (4,094) |
Net | $ 0 | $ 123 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Amortization Expense - Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Goodwill, impairment loss | $ 0 | ||||
Impairment of intangible assets, indefinite-lived (excluding goodwill) | $ 0 | ||||
Amortization of intangible assets | $ 779,000 | $ 1,112,000 | $ 3,090,000 | $ 3,338,000 |
Commitments and Contingencies N
Commitments and Contingencies Narrative (Details) $ in Thousands | 9 Months Ended | |||
Apr. 06, 2023 USD ($) | Mar. 14, 2023 USD ($) | Mar. 31, 2023 claim complaint | Jun. 30, 2022 USD ($) | |
Loss Contingencies [Line Items] | ||||
Contractual obligation | $ | $ 3,893,665 | |||
Loss contingency, number of complaints filed | complaint | 15 | |||
Loss contingency, remaining claims filed involving fiduciary breaches | 2 | |||
Loss contingency, new claims filed, number | 2 | |||
Loss contingency, number of consolidated claims | 4 | |||
MSGE Settlement Agreement | Settled Litigation | ||||
Loss Contingencies [Line Items] | ||||
Litigation settlement, amount awarded from other party | $ | $ 85,000 | |||
MSG Networks Term Sheet | Settled Litigation | Subsequent Event | ||||
Loss Contingencies [Line Items] | ||||
Litigation settlement, amount awarded to other party | $ | $ 48,500 | |||
MSG Networks Term Sheet | Settled Litigation | Subsequent Event | MSG Network Insurers | ||||
Loss Contingencies [Line Items] | ||||
Payments for legal settlements | $ | $ 20,500 | |||
MSG Networks Inc. Merger | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency, new claims filed with incomplete and misleading information | 9 | |||
Loss contingency, new claims filed involving fiduciary breaches | 6 |
Credit Facilities - Debt Outsta
Credit Facilities - Debt Outstanding and Deferred Financing Costs (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Debt Instrument [Line Items] | ||
Current portion of long-term debt | $ 98,750 | $ 74,762 |
Principal | 1,802,330 | 1,603,225 |
Unamortized Deferred Financing Costs | (20,582) | (18,779) |
Net | 1,781,748 | 1,584,446 |
Secured Debt | MSG Networks | ||
Debt Instrument [Line Items] | ||
Principal | 870,375 | 932,250 |
Unamortized Deferred Financing Costs | (1,788) | (2,715) |
Net | 868,587 | 929,535 |
Secured Debt | MSG National Properties LLC | ||
Debt Instrument [Line Items] | ||
Principal | 629,687 | 641,875 |
Unamortized Deferred Financing Costs | (13,645) | (16,064) |
Net | 616,042 | 625,811 |
Secured Debt | MSG Networks | ||
Debt Instrument [Line Items] | ||
Current portion of long-term debt | 82,500 | 66,000 |
Secured Debt | MSG National Properties LLC | ||
Debt Instrument [Line Items] | ||
Current portion of long-term debt | 16,250 | 8,125 |
Secured Debt | LV Sphere | LV Sphere | ||
Debt Instrument [Line Items] | ||
Principal | 275,000 | 0 |
Unamortized Deferred Financing Costs | (5,149) | 0 |
Net | 269,851 | 0 |
Revolving Credit Facility | MSG National Properties LLC | ||
Debt Instrument [Line Items] | ||
Principal | 27,100 | 29,100 |
Unamortized Deferred Financing Costs | 0 | 0 |
Net | 27,100 | 29,100 |
Other debt | ||
Debt Instrument [Line Items] | ||
Current portion of long-term debt | 0 | 637 |
Principal | 168 | 0 |
Unamortized Deferred Financing Costs | 0 | 0 |
Net | $ 168 | $ 0 |
Credit Facilities - MSG Network
Credit Facilities - MSG Networks Narrative (Details) - USD ($) | Jun. 30, 2022 | Oct. 11, 2019 | Mar. 31, 2023 |
Debt Instrument [Line Items] | |||
Principal | $ 1,603,225,000 | $ 1,802,330,000 | |
MSG Networks Credit Facilities | Measurement Input, Leverage Ratio | Incremental adjustment | |||
Debt Instrument [Line Items] | |||
Debt instrument, measurement input | 6 | ||
MSG Networks Credit Facilities | Minimum | Measurement Input, Interest Coverage Ratio | |||
Debt Instrument [Line Items] | |||
Debt instrument, measurement input | 2 | ||
MSG Networks Credit Facilities | Maximum | Measurement Input, Leverage Ratio | |||
Debt Instrument [Line Items] | |||
Debt instrument, measurement input | 5.50 | ||
MSG Networks | MSG Networks Credit Facilities | Measurement Input, Default Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate, increase (decrease) | 2% | ||
MSG Networks | MSG Networks Credit Facilities | Minimum | |||
Debt Instrument [Line Items] | |||
Commitment fee percentage | 0.225% | ||
MSG Networks | MSG Networks Credit Facilities | Minimum | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.25% | ||
MSG Networks | MSG Networks Credit Facilities | Minimum | Eurocurrency Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.25% | ||
MSG Networks | MSG Networks Credit Facilities | Maximum | |||
Debt Instrument [Line Items] | |||
Commitment fee percentage | 0.30% | ||
MSG Networks | MSG Networks Credit Facilities | Maximum | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.25% | ||
MSG Networks | MSG Networks Credit Facilities | Maximum | Eurocurrency Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.25% | ||
MSG Networks | Revolving Credit Facility | Minimum | |||
Debt Instrument [Line Items] | |||
Commitment fee percentage | 0.30% | ||
MSG Networks | Revolving Credit Facility | Maximum | |||
Debt Instrument [Line Items] | |||
Commitment fee percentage | 0.50% | ||
MSG Networks | Revolving Credit Facility | MSG Networks Credit Facilities | |||
Debt Instrument [Line Items] | |||
Debt instrument term | 5 years | ||
Principal | $ 0 | ||
MSG Networks | Revolving Credit Facility | MSG Networks Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Letters of credit outstanding, amount | $ 35,000,000 | ||
Secured Debt | |||
Debt Instrument [Line Items] | |||
Face amount | 1,100,000,000 | ||
Secured Debt | MSG Networks | |||
Debt Instrument [Line Items] | |||
Long-term debt, percentage bearing variable interest rate, percentage rate | 6.86% | ||
Revolving Credit Facility | MSG Networks | |||
Debt Instrument [Line Items] | |||
Face amount | $ 250,000,000 |
Credit Facilities - National Pr
Credit Facilities - National Properties Narrative (Details) - USD ($) | Jun. 30, 2022 | Oct. 11, 2019 | Mar. 31, 2023 |
Debt Instrument [Line Items] | |||
Principal | $ 1,603,225,000 | $ 1,802,330,000 | |
MSG National Properties LLC | |||
Debt Instrument [Line Items] | |||
Debt covenant, minimum consolidated liquidity | $ 50,000,000 | ||
MSG Networks | Minimum | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Commitment fee percentage | 0.30% | ||
MSG Networks | Maximum | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Commitment fee percentage | 0.50% | ||
Revolving Credit Facility | MSG Networks | |||
Debt Instrument [Line Items] | |||
Face amount | $ 250,000,000 | ||
Secured Debt | |||
Debt Instrument [Line Items] | |||
Face amount | $ 1,100,000,000 | ||
Secured Debt | MSG Networks | |||
Debt Instrument [Line Items] | |||
Long-term debt, percentage bearing variable interest rate, percentage rate | 6.86% | ||
National Properties June2022 Senior Secured Term Loan Agreement | Loans Payable | MSG National Properties LLC | |||
Debt Instrument [Line Items] | |||
Debt instrument term | 5 years | ||
National Properties June2022 Senior Secured Term Loan Agreement | Senior Loans | MSG National Properties LLC | |||
Debt Instrument [Line Items] | |||
Face amount | $ 650,000,000 | ||
Principal | $ 7,992,000 | ||
National Properties June2022 Senior Secured Term Loan Agreement | Revolving Credit Facility | MSG National Properties LLC | |||
Debt Instrument [Line Items] | |||
Debt instrument term | 5 years | ||
Face amount | $ 100,000,000 | ||
Principal | $ 72,900,000 | ||
National Properties Credit Agreement | MSG National Properties LLC | |||
Debt Instrument [Line Items] | |||
Long-term debt, percentage bearing variable interest rate, percentage rate | 7.41% | ||
National Properties Credit Agreement | MSG National Properties LLC | Minimum | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.50% | ||
National Properties Credit Agreement | MSG National Properties LLC | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.50% | ||
National Properties Credit Agreement | MSG National Properties LLC | Maximum | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.50% | ||
National Properties Credit Agreement | MSG National Properties LLC | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 3.50% | ||
MSG Networks Credit Facilities | Measurement Input, Leverage Ratio | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, measurement input | 5.50 | ||
MSG Networks Credit Facilities | MSG National Properties LLC | Debt Instrument, Redemption, Period One | Measurement Input, Leverage Ratio | |||
Debt Instrument [Line Items] | |||
Debt instrument, measurement input | 2 | ||
MSG Networks Credit Facilities | MSG National Properties LLC | Debt Instrument, Redemption, Period Two | Measurement Input, Leverage Ratio | |||
Debt Instrument [Line Items] | |||
Debt instrument, measurement input | 2.5 | ||
MSG Networks Credit Facilities | MSG National Properties LLC | Debt Instrument, Redemption, Period Three | Measurement Input, Leverage Ratio | |||
Debt Instrument [Line Items] | |||
Debt instrument, measurement input | 6 | ||
MSG Networks Credit Facilities | MSG National Properties LLC | Debt Instrument, Redemption, Period Four | Measurement Input, Leverage Ratio | |||
Debt Instrument [Line Items] | |||
Debt instrument, measurement input | 5.5 | ||
MSG Networks Credit Facilities | MSG National Properties LLC | Debt Instrument, Redemption, Period Five | Measurement Input, Leverage Ratio | |||
Debt Instrument [Line Items] | |||
Debt instrument, measurement input | 4.5 | ||
MSG Networks Credit Facilities | MSG Networks | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt instrument term | 5 years | ||
Principal | $ 0 | ||
MSG Networks Credit Facilities | MSG Networks | Minimum | |||
Debt Instrument [Line Items] | |||
Commitment fee percentage | 0.225% | ||
MSG Networks Credit Facilities | MSG Networks | Minimum | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.25% | ||
MSG Networks Credit Facilities | MSG Networks | Maximum | |||
Debt Instrument [Line Items] | |||
Commitment fee percentage | 0.30% | ||
MSG Networks Credit Facilities | MSG Networks | Maximum | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.25% | ||
MSG Networks Credit Facilities | Secured Debt | Debt Instrument, Redemption, Period One | |||
Debt Instrument [Line Items] | |||
Prepayment premium, debt instrument, interest rate, stated percentage | 2.50% | ||
Prepayment premium, debt instrument, interest rate per quarter, stated percentage | 0.625% | ||
MSG Networks Credit Facilities | Secured Debt | Debt Instrument, Redemption, Period Two | |||
Debt Instrument [Line Items] | |||
Prepayment premium, debt instrument, interest rate, stated percentage | 5% | ||
Prepayment premium, debt instrument, interest rate per quarter, stated percentage | 1.25% |
Credit Facilities - LV Sphere N
Credit Facilities - LV Sphere Narrative (Details) $ in Thousands | Dec. 22, 2022 USD ($) | Mar. 31, 2023 | Oct. 11, 2019 USD ($) |
LV Sphere | Subsidiaries | |||
Debt Instrument [Line Items] | |||
Interest rate | 9.23% | ||
Debt instrument, covenant, held in cash | $ 75,000 | ||
LV Sphere | Minimum Liquidity Step-Down | Subsidiaries | |||
Debt Instrument [Line Items] | |||
Debt instrument, covenant, held in cash | $ 25,000 | ||
LV Sphere | Measurement Input, Historical Debt Service Coverage Ratio | Subsidiaries | |||
Debt Instrument [Line Items] | |||
Debt instrument, measurement input | 1.35 | ||
LV Sphere | Measurement Input, Prospective Debt Service Coverage Ratio | Subsidiaries | |||
Debt Instrument [Line Items] | |||
Debt instrument, measurement input | 1.35 | ||
LV Sphere | Minimum | Subsidiaries | |||
Debt Instrument [Line Items] | |||
Debt covenant, minimum consolidated liquidity | $ 100,000 | ||
LV Sphere | Minimum | Minimum Liquidity Step-Down | Subsidiaries | |||
Debt Instrument [Line Items] | |||
Debt covenant, minimum consolidated liquidity | $ 50,000 | ||
LV Sphere | Minimum | Measurement Input, Historical Debt Service Coverage Ratio | Subsidiaries | |||
Debt Instrument [Line Items] | |||
Debt instrument, contingent measurement input | 1.50 | ||
LV Sphere | Minimum | Measurement Input, Prospective Debt Service Coverage Ratio | Subsidiaries | |||
Debt Instrument [Line Items] | |||
Debt instrument, contingent measurement input | 1.50 | ||
LV Sphere | Base Rate | Subsidiaries | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 3.375% | ||
LV Sphere | Eurocurrency Rate | Subsidiaries | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.10% | ||
Debt instrument, interest rate, increase (decrease) | 4.375% | ||
Secured Debt | |||
Debt Instrument [Line Items] | |||
Face amount | $ 1,100,000 | ||
Secured Debt | LV Sphere | Subsidiaries | |||
Debt Instrument [Line Items] | |||
Debt instrument term | 5 years | ||
Face amount | $ 275,000 |
Credit Facilities - Delayed Dra
Credit Facilities - Delayed Draw Term Loan Facility (Details) - Subsequent Event $ in Thousands | Apr. 20, 2023 USD ($) borrowing d |
Line of Credit Facility [Line Items] | |
Number of borrowings | borrowing | 6 |
DDTL Facility | Unsecured Debt | |
Line of Credit Facility [Line Items] | |
Face amount | $ 65,000 |
Debt instrument term | 18 months |
Debt instrument, borrowing installment, amount | $ 5,000 |
Debt instrument, threshold trading days | d | 20 |
DDTL Facility | Unsecured Debt | Secured Overnight Financing Rate (SOFR) | Variable Rate Component One | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 0.10% |
DDTL Facility | Unsecured Debt | Secured Overnight Financing Rate (SOFR) | Variable Rate Component Two | |
Line of Credit Facility [Line Items] | |
Basis spread on variable rate | 1% |
Credit Facilities - Schedule of
Credit Facilities - Schedule of Credit Facilities (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Line of Credit Facility [Line Items] | |||
Total long-term debt, carrying value | $ 1,901,080 | $ 1,677,987 | |
Total long-term debt, fair value | 1,874,557 | 1,638,057 | |
Secured Debt | |||
Line of Credit Facility [Line Items] | |||
Unamortized deferred financing costs | 20,582 | 18,779 | |
MSG Networks Term Loan Facility | Debt | |||
Line of Credit Facility [Line Items] | |||
Carrying Value | 952,875 | 998,250 | |
Fair Value | 938,582 | 958,320 | |
MSG Networks Term Loan Facility | MSG Networks | |||
Line of Credit Facility [Line Items] | |||
Interest Payments | 41,034 | $ 13,238 | |
Loan Principal Repayments | 45,375 | 37,125 | |
National Properties Nov2020 Senior Secured Term Loan Agreement | Debt | |||
Line of Credit Facility [Line Items] | |||
Carrying Value | 673,037 | 679,100 | |
Fair Value | 666,307 | 679,100 | |
National Properties Nov2020 Senior Secured Term Loan Agreement | MSG National Properties LLC | |||
Line of Credit Facility [Line Items] | |||
Interest Payments | 35,283 | 34,917 | |
Loan Principal Repayments | 6,063 | 4,875 | |
LV Sphere | Debt | |||
Line of Credit Facility [Line Items] | |||
Carrying Value | 275,000 | 0 | |
Fair Value | 269,500 | 0 | |
LV Sphere | LV Sphere | |||
Line of Credit Facility [Line Items] | |||
Interest Payments | 6,211 | 0 | |
Loan Principal Repayments | 0 | 0 | |
MSG Networks National Properties and Tao | |||
Line of Credit Facility [Line Items] | |||
Interest Payments | 82,528 | 48,155 | |
Loan Principal Repayments | 51,438 | $ 42,000 | |
Other debt | Debt | |||
Line of Credit Facility [Line Items] | |||
Carrying Value | 168 | 637 | |
Fair Value | $ 168 | $ 637 |
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, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Pension Plans and Postretirement Plans | ||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Service cost | $ 123 | $ 118 | $ 369 | $ 354 |
Interest cost | 1,189 | 1,190 | 3,567 | 3,570 |
Expected return on plan assets | (1,719) | (1,719) | (5,157) | (5,157) |
Recognized actuarial loss (gain) | 476 | 501 | 1,478 | 1,503 |
Net periodic benefit cost | 69 | 90 | 257 | 270 |
Postretirement Plans | ||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Service cost | 15 | 16 | 45 | 48 |
Interest cost | 19 | 20 | 57 | 60 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Recognized actuarial loss (gain) | (12) | 9 | 6 | 27 |
Net periodic benefit cost | $ 22 | $ 45 | $ 108 | $ 135 |
Defined Contribution Plan Sched
Defined Contribution Plan Schedule of Defined Contribution Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Savings Plans | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined contribution plan (benefit) cost | $ 3,304 | $ 2,095 | $ 8,611 | $ 6,589 |
Union Savings Plan | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined contribution plan (benefit) cost | $ 371 | $ 24 | $ 409 | $ 45 |
Pension Plans and Other Postr_4
Pension Plans and Other Postretirement Benefit Plan - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Mar. 31, 2023 USD ($) plan | Mar. 31, 2023 USD ($) plan | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | ||
Defined benefit plan, number of sponsored plans | plan | 2 | 2 |
Defined benefit plan, plan assets, contributions by employer | $ | $ 500 | $ 500 |
Share-based Compensation, Restr
Share-based Compensation, Restricted Stock Units Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation capitalized in property and equipment | $ 2,887 | $ 2,264 | ||
Restructuring charges | $ 20,498 | $ 14,690 | 34,180 | 14,690 |
Payment, tax withholding, share-based payment arrangement | 14,980 | 15,652 | ||
Employee Severance | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restructuring charges | 7,384 | 4,589 | 9,677 | 4,589 |
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | 10,899 | 12,157 | 39,846 | 51,987 |
Intrinsic value of awards vested | $ 344 | $ 1,198 | 34,028 | 35,048 |
Payment, tax withholding, share-based payment arrangement | 14,188 | 15,548 | ||
Restricted Stock Units (RSUs) | Madison Square Garden Sports | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Payment, tax withholding, share-based payment arrangement | $ 305 | $ 477 |
Share-based Compensation Narrat
Share-based Compensation Narrative (Details) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2023 USD ($) plan | Mar. 31, 2023 USD ($) plan shares | Mar. 31, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of share-based compensation plans | plan | 3 | 3 | |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards granted (in shares) | 620 | 413 | |
Awards vested (in shares) | 526 | 367 | |
Performance Stock Units (PSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards granted (in shares) | 529 | 390 | |
Awards vested (in shares) | 91 | 77 | |
Employee | Performance Stock Units and Restricted Stock Units | The Madison Square Garden Company | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ | $ 69,512 | $ 69,512 | |
Period for recognition | 1 year 8 months 12 days |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2020 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 | |
Preferred stock, par or stated value per share (in shares) | $ 0.01 | $ 0.01 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
2015 share repurchase program | Townsquare Class A common stock | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stock repurchase program, authorized amount | $ 350,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at the beginning of the period | $ 2,018,920 | $ 2,127,815 | $ 1,975,384 | $ 2,180,406 |
Other comprehensive income | 2,105 | (5,912) | 828 | (9,844) |
Amounts reclassified from accumulated other comprehensive loss | 464 | 510 | 1,484 | 1,530 |
Income tax expense | (445) | 1,024 | (396) | 1,576 |
Other comprehensive income | 2,124 | (4,378) | 1,916 | (6,738) |
Balance at the end of the period | 2,033,986 | 2,121,622 | 2,033,986 | 2,121,622 |
Pension Plans and Postretirement Plans | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at the beginning of the period | (39,453) | (44,596) | (40,287) | (45,425) |
Other comprehensive income | 0 | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive loss | 464 | 510 | 1,484 | 1,530 |
Income tax expense | (58) | 2,675 | (244) | 2,484 |
Other comprehensive income | 406 | 3,185 | 1,240 | 4,014 |
Balance at the end of the period | (39,047) | (41,411) | (39,047) | (41,411) |
Cumulative Translation Adjustments | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at the beginning of the period | (9,110) | 11,964 | (8,068) | 15,153 |
Other comprehensive income | 2,105 | (5,912) | 828 | (9,844) |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | 0 | 0 |
Income tax expense | (387) | (1,651) | (152) | (908) |
Other comprehensive income | 1,718 | (7,563) | 676 | (10,752) |
Balance at the end of the period | (7,392) | 4,401 | (7,392) | 4,401 |
Accumulated Other Comprehensive Loss | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at the beginning of the period | (48,563) | (32,632) | (48,355) | (30,272) |
Balance at the end of the period | $ (46,439) | $ (37,010) | $ (46,439) | $ (37,010) |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2023 | Jun. 30, 2022 | Aug. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party Transaction [Line Items] | |||||||
Common stock exercisable term | 60 days | ||||||
Aggregate voting power held by related party | 72.40% | 72.40% | 72.40% | ||||
Capital expenditures incurred but not yet paid | $ 307,368 | $ 206,462 | $ 104,004 | $ 83,788 | |||
605 LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Noncontrolling interest, ownership percentage by parent | 50% | 50% | 50% | ||||
605 LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction agreement, aggregate amount | $ 1,000 | $ 1,000 | $ 1,000 | ||||
Related party agreement, term | 3 years | ||||||
Related party transaction, subsidiary agreement amount | $ 750 | ||||||
Related party expense | $ 70 | $ 205 | |||||
Related party costs and expenses | $ 70 | ||||||
BCE | |||||||
Related Party Transaction [Line Items] | |||||||
Notes payable, related parties | 637 | ||||||
Common Class A | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of common stock owned by related party | 5.50% | 5.50% | 5.50% | ||||
Common Class B | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of common stock owned by related party | 100% | 100% | 100% | ||||
Other Nonconsolidated Affiliate | |||||||
Related Party Transaction [Line Items] | |||||||
Capital expenditures in connection with services provided | $ 14,271 | $ 46,577 | $ 87,357 | $ 83,318 | |||
Capital expenditures incurred but not yet paid | $ 24,826 | $ 25,028 | |||||
MSG Sports | |||||||
Related Party Transaction [Line Items] | |||||||
Notes payable, related parties | $ 170 | $ 170 | $ 170 |
Related Party Transactions (Tra
Related Party Transactions (Transactions by Type) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party Transaction [Line Items] | ||||
Revenues | $ 42,795 | $ 39,987 | $ 88,431 | $ 79,314 |
Operating expenses (credits): | ||||
Total operating expenses, net | 34,194 | 29,044 | 104,594 | 93,249 |
Operating Expense | ||||
Operating expenses (credits): | ||||
Related party expense | 44,264 | 37,949 | 133,071 | 119,146 |
Selling, General and Administrative Expenses | ||||
Operating expenses (credits): | ||||
Selling, general and administrative expenses | (10,070) | (8,905) | (28,477) | (25,897) |
Madison Square Garden Sports | Media rights fees | ||||
Operating expenses (credits): | ||||
Related party costs and expenses | 43,433 | 40,948 | 129,633 | 122,206 |
Madison Square Garden Sports | Revenue sharing expenses | ||||
Operating expenses (credits): | ||||
Related party costs and expenses | 7,353 | 5,791 | 15,639 | 12,187 |
Madison Square Garden Sports | Reimbursement under Arena License Agreements | ||||
Operating expenses (credits): | ||||
Related party costs and expenses | 8,911 | 10,047 | 18,761 | 19,097 |
Madison Square Garden Sports | Cost reimbursement from MSG Sports - per Transition services agreement | ||||
Operating expenses (credits): | ||||
Related party costs and expenses | 9,789 | 9,159 | 28,781 | 28,888 |
AMC Networks | Origination, master control and technical services | ||||
Operating expenses (credits): | ||||
Related party costs and expenses | 1,257 | 1,232 | 3,721 | 3,648 |
Other Related Parties | Other operating expenses, net | ||||
Operating expenses (credits): | ||||
Related party costs and expenses | $ 851 | $ 279 | $ 3,143 | $ 3,193 |
Related Party Transactions (T_2
Related Party Transactions (Transactions by Type Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party Transaction [Line Items] | ||||
Operating lease, lease income | $ 19,014 | $ 17,543 | $ 39,234 | $ 34,836 |
Revenues from related parties | 42,795 | 39,987 | 88,431 | 79,314 |
Knicks and Rangers | The Garden | ||||
Related Party Transaction [Line Items] | ||||
Operating lease, lease income | 31,163 | 29,616 | 64,312 | 58,797 |
Madison Square Garden Sports Corp. Investment | Sponsorship Sales And Service Representation Agreements | ||||
Related Party Transaction [Line Items] | ||||
Revenues from related parties | 7,079 | 7,027 | 15,643 | 14,206 |
Madison Square Garden Sports Corp. Investment | Merchandise Sales Revenue Sharing Arrangement | ||||
Related Party Transaction [Line Items] | ||||
Revenues from related parties | 2,160 | 1,548 | 4,451 | 3,000 |
Other Related Parties | ||||
Related Party Transaction [Line Items] | ||||
Sublease income | $ 716 | $ 736 | $ 2,100 | $ 1,958 |
Segment Information (Introducti
Segment Information (Introduction Narrative) (Details) - segment | 3 Months Ended | 9 Months Ended |
Mar. 31, 2023 | Mar. 31, 2023 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 2 | 2 |
Segment Information (Schedule o
Segment Information (Schedule of Segment Reporting) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | ||
Segment Reporting Information [Line Items] | |||||
Revenues | $ 363,297 | $ 352,534 | $ 1,139,492 | $ 928,442 | |
Depreciation and amortization | (89,234) | (88,602) | |||
Restructuring charges | 20,498 | 14,690 | 34,180 | 14,690 | |
Other income, net | 4,994 | (10,052) | 1,939 | (32,304) | |
Add back: | |||||
Depreciation and amortization | 89,234 | 88,602 | |||
Restructuring charges | 20,498 | 14,690 | 34,180 | 14,690 | |
Other information: | |||||
Operating lease, lease income | 19,014 | 17,543 | 39,234 | 34,836 | |
Operating lease, lease income, noncash portion | 12,073 | 12,149 | 23,962 | 25,078 | |
Continuing Operations | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | [1] | 363,297 | 352,534 | 1,139,492 | 928,442 |
Direct operating expenses | [1] | (210,141) | (197,967) | (658,935) | (536,076) |
Selling, general and administrative expenses | [1] | (179,870) | (118,788) | (442,054) | (384,280) |
Depreciation and amortization | (22,999) | (20,463) | (68,090) | (63,050) | |
Impairment and other (losses) gains, net | (51) | 245 | 7,361 | 245 | |
Restructuring charges | 20,498 | 14,690 | 34,180 | 14,690 | |
Operating (loss) income | (70,262) | 871 | (56,406) | (69,409) | |
Interest income, net | 2,640 | (4,761) | 10,161 | (19,740) | |
Other income, net | 4,994 | (10,052) | 1,939 | (32,304) | |
Loss from continuing operations before income taxes | (62,628) | (13,942) | (44,306) | (121,453) | |
Reconciliation of operating income (loss) to adjusted operating income (loss): | |||||
Operating (loss) income | (70,262) | 871 | (56,406) | (69,409) | |
Add back: | |||||
Non-cash portion of arena license fees from MSG Sports (a) | (12,149) | (12,073) | (25,078) | (23,962) | |
Share-based compensation | 10,899 | 12,157 | 39,846 | 51,987 | |
Depreciation and amortization | 22,999 | 20,463 | 68,090 | 63,050 | |
Restructuring charges | 20,498 | 14,690 | 34,180 | 14,690 | |
Impairment and other (losses) gains, net | 51 | (245) | (7,361) | (245) | |
Merger and acquisition related costs, net of insurance recovery | 47,041 | 2,513 | 57,179 | 42,036 | |
Amortization for capitalized cloud computing costs | 228 | 81 | 584 | 176 | |
Remeasurement of deferred compensation plan liabilities | 126 | 132 | |||
Adjusted operating (loss) income | 19,431 | 38,457 | 111,166 | 78,323 | |
Other information: | |||||
Capital expenditures | 200,742 | 201,278 | 751,095 | 503,083 | |
Operating segments | Entertainment | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 201,861 | 194,585 | 705,481 | 476,434 | |
Operating segments | Entertainment | Continuing Operations | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 201,861 | 194,585 | 705,481 | 476,434 | |
Direct operating expenses | (120,835) | (110,688) | (403,642) | (294,333) | |
Selling, general and administrative expenses | (120,307) | (96,198) | (336,421) | (283,715) | |
Depreciation and amortization | (21,310) | (18,522) | (62,514) | (57,202) | |
Impairment and other (losses) gains, net | (51) | 245 | 7,361 | 245 | |
Restructuring charges | 20,498 | 14,238 | 30,192 | 14,238 | |
Operating (loss) income | (81,140) | (44,816) | (119,927) | (172,809) | |
Reconciliation of operating income (loss) to adjusted operating income (loss): | |||||
Operating (loss) income | (81,140) | (44,816) | (119,927) | (172,809) | |
Add back: | |||||
Non-cash portion of arena license fees from MSG Sports (a) | (12,149) | (12,073) | (25,078) | (23,962) | |
Share-based compensation | 10,259 | 10,399 | 34,204 | 36,697 | |
Depreciation and amortization | 21,310 | 18,522 | 62,514 | 57,202 | |
Restructuring charges | 20,498 | 14,238 | 30,192 | 14,238 | |
Impairment and other (losses) gains, net | 51 | (245) | (7,361) | (245) | |
Merger and acquisition related costs, net of insurance recovery | 1,528 | 1,647 | 4,221 | 17,095 | |
Amortization for capitalized cloud computing costs | 185 | 38 | 453 | 45 | |
Remeasurement of deferred compensation plan liabilities | 126 | 132 | |||
Adjusted operating (loss) income | (39,332) | (12,290) | (20,650) | (71,739) | |
Other information: | |||||
Capital expenditures | 198,924 | 200,958 | 745,385 | 500,714 | |
Operating segments | MSG Networks | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 161,436 | 167,569 | 442,813 | 469,023 | |
Operating segments | MSG Networks | Continuing Operations | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 161,436 | 167,569 | 442,813 | 469,023 | |
Direct operating expenses | (89,251) | (87,174) | (255,071) | (241,521) | |
Selling, general and administrative expenses | (60,052) | (32,237) | (115,951) | (117,404) | |
Depreciation and amortization | (1,689) | (1,764) | (4,944) | (5,317) | |
Impairment and other (losses) gains, net | 0 | 0 | 0 | 0 | |
Restructuring charges | 0 | 452 | 3,988 | 452 | |
Operating (loss) income | 10,444 | 45,942 | 62,859 | 104,329 | |
Reconciliation of operating income (loss) to adjusted operating income (loss): | |||||
Operating (loss) income | 10,444 | 45,942 | 62,859 | 104,329 | |
Add back: | |||||
Non-cash portion of arena license fees from MSG Sports (a) | 0 | 0 | 0 | 0 | |
Share-based compensation | 640 | 1,758 | 5,642 | 15,290 | |
Depreciation and amortization | 1,689 | 1,764 | 4,944 | 5,317 | |
Restructuring charges | 0 | 452 | 3,988 | 452 | |
Impairment and other (losses) gains, net | 0 | 0 | 0 | 0 | |
Merger and acquisition related costs, net of insurance recovery | 45,513 | 866 | 52,958 | 24,941 | |
Amortization for capitalized cloud computing costs | 43 | 43 | 131 | 131 | |
Remeasurement of deferred compensation plan liabilities | 0 | 0 | |||
Adjusted operating (loss) income | 58,329 | 50,825 | 130,522 | 150,460 | |
Other information: | |||||
Capital expenditures | 1,818 | 320 | 5,710 | 2,369 | |
Other | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 0 | (9,620) | (8,802) | (17,015) | |
Other | Continuing Operations | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 0 | (9,620) | (8,802) | (17,015) | |
Direct operating expenses | (55) | (105) | (222) | (222) | |
Selling, general and administrative expenses | 489 | 9,647 | 10,318 | 16,839 | |
Depreciation and amortization | 0 | (177) | (632) | (531) | |
Impairment and other (losses) gains, net | 0 | 0 | 0 | 0 | |
Restructuring charges | 0 | 0 | 0 | 0 | |
Operating (loss) income | 434 | (255) | 662 | (929) | |
Reconciliation of operating income (loss) to adjusted operating income (loss): | |||||
Operating (loss) income | 434 | (255) | 662 | (929) | |
Add back: | |||||
Non-cash portion of arena license fees from MSG Sports (a) | 0 | 0 | 0 | 0 | |
Share-based compensation | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 0 | 177 | 632 | 531 | |
Restructuring charges | 0 | 0 | 0 | 0 | |
Impairment and other (losses) gains, net | 0 | 0 | 0 | 0 | |
Merger and acquisition related costs, net of insurance recovery | 0 | 0 | 0 | 0 | |
Amortization for capitalized cloud computing costs | 0 | 0 | 0 | 0 | |
Remeasurement of deferred compensation plan liabilities | 0 | 0 | |||
Adjusted operating (loss) income | 434 | (78) | 1,294 | (398) | |
Other information: | |||||
Capital expenditures | $ 0 | $ 0 | $ 0 | $ 0 | |
[1]See Note 14, Related Party Transactions, for further information on related party revenues and expenses. |
Segment Information (Concentrat
Segment Information (Concentration Risk) (Details) - Customer Concentration Risk | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Accounts Receivable | Customer A | |||||
Revenue, Major Customer [Line Items] | |||||
Concentration risk, percentage | 16% | 14% | |||
Accounts Receivable | Customer B | |||||
Revenue, Major Customer [Line Items] | |||||
Concentration risk, percentage | 14% | 12% | |||
Accounts Receivable | Customer C | |||||
Revenue, Major Customer [Line Items] | |||||
Concentration risk, percentage | 12% | 10% | |||
Revenue Benchmark | Customer 1 | |||||
Revenue, Major Customer [Line Items] | |||||
Concentration risk, percentage | 11% | 11% | 10% | 13% | |
Revenue Benchmark | Customer 2 | |||||
Revenue, Major Customer [Line Items] | |||||
Concentration risk, percentage | 12% | 10% | 14% |
Additional Financial Informat_3
Additional Financial Information (Schedule of Cash, Cash Equivalents, and Restricted Cash) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 |
Cash and Cash Equivalents [Line Items] | ||||
Total cash, cash equivalents and restricted cash | $ 358,106 | $ 846,010 | $ 1,020,753 | $ 1,539,976 |
Continuing Operations | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | 217,576 | 805,415 | ||
Restricted cash | 109,669 | 17,470 | ||
Total cash, cash equivalents and restricted cash | $ 327,245 | $ 822,885 | $ 987,922 | $ 1,508,174 |
Additional Financial Informat_4
Additional Financial Information (Schedule of Current Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Additional Financial Information [Abstract] | ||
Prepaid expenses | $ 81,083 | $ 77,059 |
Related party receivables | 24,729 | 32,541 |
Notes and other receivables | 15,588 | 2,725 |
Current contract assets | 8,324 | 5,688 |
Current deferred production costs | 5,240 | 7,227 |
Other | 10,874 | 10,431 |
Total prepaid expenses and other current assets | $ 145,838 | $ 135,671 |
Additional Financial Informat_5
Additional Financial Information (Schedule of Current Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Additional Financial Information [Abstract] | ||
Accounts payable | $ 32,617 | $ 13,255 |
Related party payables | 37,682 | 37,746 |
Accrued payroll and employee related liabilities | 99,376 | 130,287 |
Cash due to promoters | 84,975 | 78,428 |
Capital expenditure accruals | 307,368 | 206,462 |
Accrued expenses | 137,751 | 62,905 |
Total accounts payable, accrued and other current liabilities | $ 699,769 | $ 529,083 |
Additional Financial Informat_6
Additional Financial Information (Schedule of Other Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Compensating Balances [Line Items] | ||||
Loss on equity method investments | $ (2,883) | $ (1,555) | $ (6,287) | $ (4,064) |
Net unrealized gain (loss) on equity investments with readily determinable fair value | 7,510 | (8,688) | 4,307 | (28,303) |
Unrealized gain on equity investments without readily determinable fair value | 0 | 0 | 1,969 | 0 |
Other | 153 | 191 | 247 | 63 |
Other income (expense), net | 4,994 | (10,052) | 1,939 | (32,304) |
Income taxes paid, net | 3,341 | 3,959 | ||
Draftkings | ||||
Compensating Balances [Line Items] | ||||
Gains from shares sold — DraftKings | $ 214 | $ 0 | $ 1,703 | $ 0 |