Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2024 | Jul. 31, 2024 | Dec. 31, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --06-30 | ||
Document Period End Date | Jun. 30, 2024 | ||
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, Street Address | Two Penn Plaza, | ||
Entity Address, City | New York, | ||
Entity Address, State | 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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 920 | ||
Documents Incorporated by Reference | Documents incorporated by reference — Certain information required for Part III of this report is incorporated herein by reference to the proxy statement for the 2024 annual meeting of the Company’s stockholders, expected to be filed within 120 days after the end of our fiscal year. | ||
Entity Central Index Key | 0001795250 | ||
Document Fiscal Year Focus | 2024 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 28,493,369 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 6,866,754 |
Audit Information
Audit Information | 12 Months Ended |
Jun. 30, 2024 | |
Auditor Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | New York, NY |
Auditor Firm ID | 34 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 | |
Current Assets: | |||
Cash, cash equivalents and restricted cash | $ 573,233 | $ 429,114 | |
Prepaid expenses and other current assets | 54,855 | 56,085 | |
Total current assets | 865,695 | 623,913 | |
Non-Current Assets: | |||
Investments | 30,728 | 395,606 | |
Property and equipment, net | 3,158,420 | 3,307,161 | |
Right-of-use lease assets | 106,468 | 84,912 | |
Goodwill | 470,152 | 456,807 | |
Intangible assets, net | 31,940 | 17,910 | |
Other non-current assets | 124,489 | 86,706 | |
Total assets | 4,787,892 | 4,973,015 | |
Current Liabilities: | |||
Accounts payable, accrued and other current liabilities | 417,087 | 515,731 | |
Net | 849,437 | 82,500 | |
Operating lease liabilities, current | 18,548 | 10,127 | |
Deferred revenue | 80,404 | 27,337 | |
Total current liabilities | 1,373,676 | 692,141 | |
Non-Current Liabilities: | |||
Long-term debt, net | 522,735 | 1,118,387 | |
Operating lease liabilities, non-current | 128,022 | 110,259 | |
Deferred tax liabilities, net | 225,169 | 379,552 | |
Other non-current liabilities | 122,738 | 88,811 | |
Total liabilities | 2,372,340 | 2,389,150 | |
Commitments and contingencies (see Note 12) | |||
Equity: | |||
Additional paid-in capital | 2,410,378 | 2,376,420 | |
Retained earnings | 11,387 | 212,036 | |
Accumulated other comprehensive loss | (6,567) | (4,938) | |
Total stockholders’ equity | 2,415,552 | 2,583,865 | |
Total liabilities and equity | 4,787,892 | 4,973,015 | |
Nonrelated Party | |||
Current Assets: | |||
Accounts receivable, net | 228,230 | 112,309 | |
Related Party | |||
Current Assets: | |||
Accounts receivable, net | 9,377 | 26,405 | |
Current Liabilities: | |||
Related party payables, current | 8,200 | 56,446 | |
Common Class A | |||
Equity: | |||
Common stock | [1] | 285 | 278 |
Common Class B | |||
Equity: | |||
Common stock | [2] | $ 69 | $ 69 |
[1]Class A Common Stock, $0.01 par value per share, 120,000 shares authorized; 28,493 and 27,812 shares outstanding as of June 30, 2024 and 2023, respectively.[2]Class B Common Stock, $0.01 par value per share, 30,000 shares authorized; 6,867 shares outstanding as of June 30, 2024 and 2023. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Class A Common Stock | ||
Common stock, par value (dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 120,000 | 120,000 |
Common stock, shares outstanding (in shares) | 28,493 | 27,812 |
Class B Common Stock | ||
Common stock, par value (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 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Revenues | $ 273,395 | $ 321,330 | $ 314,157 | $ 118,007 | $ 129,099 | $ 162,062 | $ 159,541 | $ 123,129 | $ 1,026,889 | $ 573,831 | $ 610,055 | |
Depreciation and amortization | (256,494) | (103,375) | (124,629) | |||||||||
Restructuring charges | (9,486) | (27,924) | (13,404) | |||||||||
Operating loss | (71,377) | (40,393) | (159,682) | (69,789) | (70,346) | (101,906) | (49,735) | (51,055) | ||||
Other income (expense), net | 35,197 | 536,887 | (5,518) | |||||||||
Income tax benefit (expense) | 135,592 | (103,403) | 29,830 | |||||||||
(Loss) income from continuing operations | (71,217) | (47,240) | (173,248) | 67,072 | 359,636 | (113,998) | (27,308) | (46,303) | (224,633) | 172,027 | (137,850) | |
Income (loss) from discontinued operations, net of taxes | 24,631 | 0 | 0 | (647) | 178,085 | 55,443 | 97,865 | 2,260 | 23,984 | 333,653 | (52,297) | |
Net (loss) income | 537,721 | (58,555) | 70,557 | (44,043) | (200,649) | 505,680 | (190,147) | |||||
Net income (loss) attributable to redeemable noncontrolling interests from discontinued operations | 3,925 | 7,739 | ||||||||||
Net (loss) income attributable to Sphere Entertainment Co.’s stockholders | $ (46,586) | $ (47,240) | $ (173,248) | $ 66,425 | $ 536,792 | $ (56,847) | $ 67,584 | $ (44,757) | $ (200,649) | $ 502,772 | $ (194,395) | |
Basic (loss) earnings per common share | ||||||||||||
Continuing operations, basic (in dollars per share) | $ (6.36) | $ 4.96 | $ (4.02) | |||||||||
Discontinued operations, basic (in dollars per share) | 0.68 | 9.55 | (1.75) | |||||||||
Basic (loss) earnings per common share attributable to Sphere Entertainment Co.'s stockholders (in dollars per share) | (5.68) | 14.51 | (5.77) | |||||||||
Diluted (loss) earnings per common share | ||||||||||||
Continuing operations, diluted (in dollars per share) | (6.36) | 4.93 | (4.02) | |||||||||
Discontinued operations, diluted (in dollars per share) | 0.68 | 9.47 | (1.75) | |||||||||
Diluted (loss) earnings per common share attributable to Sphere Entertainment Co.'s stockholders (in dollars per share) | $ (5.68) | $ 14.40 | $ (5.77) | |||||||||
Weighted-average number of common shares outstanding: | ||||||||||||
Basic (in shares) | 35,301 | 34,651 | 34,255 | |||||||||
Diluted (in shares) | 35,301 | 34,929 | 34,255 | |||||||||
Continuing Operations | ||||||||||||
Revenues | [1] | $ 1,026,889 | $ 573,831 | $ 610,055 | ||||||||
Direct operating expenses | [1] | (547,824) | (342,211) | (320,278) | ||||||||
Selling, general and administrative expenses | [1] | (432,853) | (452,142) | (419,793) | ||||||||
Depreciation and amortization | (256,494) | (30,716) | (22,562) | |||||||||
Impairment and other (losses) gains, net | (121,473) | 6,120 | 245 | |||||||||
Restructuring charges | (9,486) | (27,924) | (13,404) | |||||||||
Operating loss | (341,241) | (273,042) | (165,737) | |||||||||
Interest income | 25,687 | 11,585 | 3,575 | |||||||||
Interest expense | (79,868) | 0 | 0 | |||||||||
Other income (expense), net | 35,197 | 536,887 | (5,518) | |||||||||
(Loss) income from continuing operations before income taxes | (360,225) | 275,430 | (167,680) | |||||||||
Income tax benefit (expense) | 135,592 | (103,403) | 29,830 | |||||||||
Net (loss) income | (200,649) | 505,680 | (190,147) | |||||||||
Basic (loss) earnings per common share | ||||||||||||
Basic (loss) earnings per common share attributable to Sphere Entertainment Co.'s stockholders (in dollars per share) | $ (2) | $ (1.33) | $ (4.91) | $ 1.92 | $ 10.34 | $ (3.28) | $ (0.79) | $ (1.35) | ||||
Diluted (loss) earnings per common share | ||||||||||||
Diluted (loss) earnings per common share attributable to Sphere Entertainment Co.'s stockholders (in dollars per share) | (2) | (1.33) | (4.91) | 1.90 | $ 10.21 | $ (3.28) | $ (0.79) | $ (1.35) | ||||
Discontinued Operations | ||||||||||||
Net income (loss) attributable to redeemable noncontrolling interests from discontinued operations | $ 1,264 | $ (1,492) | $ 3,029 | $ 1,124 | 0 | 3,925 | 7,739 | |||||
Less: Net loss attributable to nonredeemable noncontrolling interests from discontinued operations | $ (335) | $ (216) | $ (56) | $ (410) | $ 0 | $ (1,017) | $ (3,491) | |||||
Basic (loss) earnings per common share | ||||||||||||
Basic (loss) earnings per common share attributable to Sphere Entertainment Co.'s stockholders (in dollars per share) | 0.69 | 0 | 0 | (0.02) | $ 5.09 | $ 1.65 | $ 2.74 | $ 0.05 | ||||
Diluted (loss) earnings per common share | ||||||||||||
Diluted (loss) earnings per common share attributable to Sphere Entertainment Co.'s stockholders (in dollars per share) | $ 0.69 | $ 0 | $ 0 | $ (0.01) | $ 5.03 | $ 1.65 | $ 2.74 | $ 0.05 | ||||
[1] See Note 18. Related Party Transactions, for further information on related party revenues and expenses |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Net (loss) income | $ (200,649) | $ 505,680 | $ (190,147) |
Pension plans and postretirement plans: | |||
Other comprehensive (loss) income, net of income taxes | (1,629) | 6,876 | (18,083) |
Less: Comprehensive income attributable to redeemable noncontrolling interests from discontinued operations | 3,925 | 7,739 | |
Comprehensive (loss) income attributable to Sphere Entertainment Co.’s stockholders | (202,278) | 509,648 | (212,478) |
Continuing Operations | |||
Net (loss) income | (200,649) | 505,680 | (190,147) |
Pension plans and postretirement plans: | |||
Amortization of net actuarial loss included in net periodic benefit cost | 312 | 1,755 | 1,978 |
Amortization of net prior service credit included in net periodic benefit cost | (851) | 0 | 756 |
Cumulative translation adjustments | (1,851) | 6,656 | (25,034) |
Other comprehensive (loss) income, before income taxes | (2,390) | 8,411 | (22,300) |
Income tax benefit (expense) related to items of other comprehensive income | 761 | (1,535) | 4,217 |
Other comprehensive (loss) income, net of income taxes | (1,629) | 6,876 | (18,083) |
Comprehensive (loss) income | (202,278) | 512,556 | (208,230) |
Discontinued Operations | |||
Pension plans and postretirement plans: | |||
Less: Comprehensive income attributable to redeemable noncontrolling interests from discontinued operations | 0 | 3,925 | 7,739 |
Less: Comprehensive loss attributable to nonredeemable noncontrolling interests from discontinued operations | $ 0 | $ (1,017) | $ (3,491) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
OPERATING ACTIVITIES: | |||
Net (loss) income | $ (200,649) | $ 505,680 | $ (190,147) |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | |||
Depreciation and amortization | 256,494 | 103,375 | 124,629 |
Impairments and other losses (gains), net | 121,473 | (224,831) | (3,045) |
Amortization of debt discount and deferred financing costs | 3,181 | 5,063 | 8,728 |
Amortization of deferred production content | 20,427 | 0 | 0 |
Deferred income tax (benefit) expense | (132,540) | 123,467 | (31,270) |
Share-based compensation expense | 48,010 | 62,658 | 77,141 |
Net unrealized and realized loss (gains) on equity investments with readily determinable fair value and loss (earnings) in nonconsolidated affiliates | 22,971 | (548,690) | 54,869 |
Loss on extinguishment of debt | 0 | 0 | 35,815 |
Other non-cash adjustments | 486 | (538) | 1,450 |
Change in assets and liabilities, net of dispositions: | |||
Accounts receivable, net | (115,096) | 7,103 | (30,749) |
Related party payables, net | (31,218) | ||
Related party receivables, net | 35,811 | 14,778 | |
Prepaid expenses and other current and non-current assets | (50,610) | (178,758) | (43,982) |
Accounts payable, accrued and other current and non-current liabilities | (28,056) | 117,278 | 78,442 |
Deferred revenue | 61,515 | 135,448 | 18,572 |
Right-of-use lease assets and operating lease liabilities | 3,954 | 10,525 | 26,109 |
Net cash (used in) provided by operating activities | (19,658) | 153,591 | 141,340 |
INVESTING ACTIVITIES: | |||
Proceeds from sale of MSGE Retained Interest | 256,501 | 204,676 | 0 |
Capital expenditures, net | (264,700) | (1,058,978) | (756,717) |
Capitalized interest | (25,053) | (116,044) | (48,507) |
Purchase of business, net of cash acquired | (9,424) | 0 | 0 |
Investments and loans in nonconsolidated affiliates | (731) | (5,949) | |
Investments and loans in nonconsolidated affiliates | 1,060 | ||
Proceeds from dispositions, net | 0 | 318,003 | 0 |
Proceeds from sale of investments | 0 | 4,369 | 0 |
Other investing activities | (1,776) | 0 | 0 |
Net cash used in investing activities | (45,183) | (653,923) | (804,164) |
FINANCING ACTIVITIES: | |||
Proceeds from issuance of 3.50% Convertible Senior Notes due 2028 | 251,634 | 0 | 0 |
Borrowings under Delayed Draw Term Loan Facility | 65,000 | 0 | 0 |
Proceeds from exercise of stock options | 8,827 | 0 | 0 |
Principal repayments on debt | (83,848) | (72,875) | (725,000) |
Taxes paid in lieu of shares issued for share-based compensation | (16,543) | (16,625) | (16,658) |
Purchase of capped call related to 3.50% Convertible Senior Notes due 2028 | (14,309) | 0 | 0 |
Payments for debt financing costs | (1,030) | (5,238) | (17,504) |
Proceeds from term loans, net of issuance discount | 0 | 302,668 | 725,000 |
Noncontrolling interest holders’ capital contributions | 0 | 3,000 | 6,400 |
Distribution to MSG Entertainment | 0 | (119,119) | 0 |
Distribution to related parties associated with the settlement of certain share-based awards | 0 | (2,388) | (2,256) |
Repayment of revolving credit facilities | 0 | (2,000) | (15,000) |
Distributions to noncontrolling interest holders | 0 | (1,881) | (6,998) |
Proceeds from revolving credit facilities | 0 | 0 | 39,100 |
Debt extinguishment costs | 0 | 0 | (12,838) |
Purchase of noncontrolling interest from redeemable noncontrolling interest holders | 0 | 0 | (4,638) |
Net cash provided by (used in) financing activities | 209,731 | 85,542 | (30,392) |
Effect of exchange rates on cash, cash equivalents and restricted cash | (771) | (2,106) | (750) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 144,119 | (416,896) | (693,966) |
Cash, cash equivalents and restricted cash at beginning of period | 429,114 | 846,010 | 1,539,976 |
Cash, cash equivalents and restricted cash at end of period | 573,233 | 429,114 | 846,010 |
Non-cash investing and financing activities: | |||
Capital expenditures incurred but not yet paid | 49,834 | 248,041 | 206,462 |
Non-cash repayment of the Delayed Draw Term Loan Facility | 65,512 | 0 | 0 |
Non-cash forgiveness of Holoplot Loan | 9,626 | 0 | 0 |
Share-based compensation capitalized in property and equipment, net | 2,193 | 3,642 | 2,979 |
Investments and loans to nonconsolidated affiliates | 0 | 113 | 791 |
Continuing Operations | |||
OPERATING ACTIVITIES: | |||
Net (loss) income | (200,649) | 505,680 | (190,147) |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | |||
Depreciation and amortization | 256,494 | 30,716 | 22,562 |
Deferred income tax (benefit) expense | (132,540) | 100,120 | (18,348) |
FINANCING ACTIVITIES: | |||
Cash, cash equivalents and restricted cash at beginning of period | 429,114 | 760,312 | 1,190,105 |
Cash, cash equivalents and restricted cash at end of period | 573,233 | 429,114 | 760,312 |
Discontinued Operations | |||
FINANCING ACTIVITIES: | |||
Cash, cash equivalents and restricted cash at beginning of period | 0 | 85,698 | 349,871 |
Cash, cash equivalents and restricted cash at end of period | $ 0 | $ 0 | $ 85,698 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | Jun. 30, 2024 | Dec. 08, 2023 |
3.50% Convertible Senior Notes | Senior Notes | ||
Debt instrument, interest rate, stated percentage | 3.50% | 3.50% |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS - USD ($) $ in Thousands | Total | Total Sphere Entertainment Co. Stockholders’ Equity | Common Stock Issued | Additional Paid-In Capital | (Accumulated Deficit) Retained Earnings | Accumulated Other Comprehensive Loss | Nonredeemable Noncontrolling Interests |
Beginning balance at Jun. 30, 2021 | $ 2,180,406 | $ 2,168,502 | $ 340 | $ 2,294,775 | $ (96,341) | $ (30,272) | $ 11,904 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (197,886) | (194,395) | (194,395) | (3,491) | |||
Other comprehensive income (loss) | (18,083) | (18,083) | (18,083) | ||||
Comprehensive income (loss) | (215,969) | (212,478) | (3,491) | ||||
Share-based compensation | 77,772 | 77,772 | 77,772 | ||||
Tax withholding associated with shares issued for share-based compensation | (16,658) | (16,658) | 2 | (16,660) | |||
Redeemable noncontrolling interest adjustment to redemption fair value | (49,248) | (49,248) | (49,248) | ||||
Adjustment of redeemable noncontrolling interest to redemption value | (3,173) | (3,173) | (3,173) | ||||
Distribution to related parties associated with the settlement of certain share-based awards | (1,496) | (1,496) | (1,496) | ||||
Contribution from noncontrolling interest holders | 6,400 | 6,400 | |||||
Distributions to noncontrolling interest holders | (2,650) | (2,650) | |||||
Ending balance at Jun. 30, 2022 | 1,975,384 | 1,963,221 | 342 | 2,301,970 | (290,736) | (48,355) | 12,163 |
Beginning balance at Jun. 30, 2021 | 137,834 | ||||||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | |||||||
Net (loss) income | 7,739 | ||||||
Comprehensive (loss) income | 7,739 | ||||||
Accretion of put options | 2,348 | ||||||
Redeemable noncontrolling interest adjustment to redemption fair value | 50,636 | ||||||
Adjustment of redeemable noncontrolling interest to redemption value | (8,070) | ||||||
Purchase of capped call related to 3.50% Convertible Senior Notes due 2028 | (760) | ||||||
Distributions to noncontrolling interest holders | (4,640) | ||||||
Put Option payments | (895) | ||||||
Ending balance at Jun. 30, 2022 | 184,192 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | 501,755 | 502,772 | 502,772 | (1,017) | |||
Other comprehensive income (loss) | 6,876 | 6,876 | 6,876 | ||||
Comprehensive income (loss) | 508,631 | 509,648 | (1,017) | ||||
Share-based compensation | 64,406 | 64,406 | 64,406 | ||||
Accretion of put options | (895) | (895) | (895) | ||||
Tax withholding associated with shares issued for share-based compensation | (16,620) | (16,620) | 5 | (16,625) | |||
Redeemable noncontrolling interest adjustment to redemption fair value | 126,375 | 126,375 | 126,375 | ||||
Adjustment of redeemable noncontrolling interest to redemption value | 0 | ||||||
Distribution to related parties associated with the settlement of certain share-based awards | (1,736) | (1,736) | (1,736) | ||||
Contribution from noncontrolling interest holders | 3,000 | 3,000 | |||||
Distributions to noncontrolling interest holders | (1,881) | (1,881) | |||||
Disposition of TAO | (4,582) | 7,683 | 4,859 | 2,824 | (12,265) | ||
Distribution of MSG Entertainment | (68,217) | (68,217) | (101,934) | 33,717 | |||
Ending balance at Jun. 30, 2023 | 2,583,865 | $ 2,583,865 | 347 | 2,376,420 | 212,036 | (4,938) | $ 0 |
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | |||||||
Net (loss) income | 3,925 | ||||||
Comprehensive (loss) income | 3,925 | ||||||
Accretion of put options | 2,786 | ||||||
Redeemable noncontrolling interest adjustment to redemption fair value | (126,375) | ||||||
Purchase of capped call related to 3.50% Convertible Senior Notes due 2028 | (652) | ||||||
Distributions to noncontrolling interest holders | (3,141) | ||||||
Disposition of TAO | (60,735) | ||||||
Ending balance at Jun. 30, 2023 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income (loss) | (200,649) | (200,649) | |||||
Other comprehensive income (loss) | (1,629) | (1,629) | |||||
Comprehensive income (loss) | (202,278) | (1,629) | |||||
Share-based compensation | 50,203 | 50,203 | |||||
Tax withholding associated with shares issued for share-based compensation | (16,543) | 6 | (16,549) | ||||
Purchase of capped call related to 3.50% Convertible Senior Notes due 2028 | (14,309) | (14,309) | |||||
Adjustment of redeemable noncontrolling interest to redemption value | 0 | ||||||
Exercise of stock options | 8,827 | 1 | 8,826 | ||||
Distribution of MSG Entertainment | 5,787 | 5,787 | |||||
Ending balance at Jun. 30, 2024 | $ 2,415,552 | $ 354 | $ 2,410,378 | $ 11,387 | $ (6,567) |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS (Parenthetical) | Jun. 30, 2024 | Dec. 08, 2023 |
3.50% Convertible Senior Notes | Senior Notes | ||
Debt instrument, interest rate, stated percentage | 3.50% | 3.50% |
SCHEDULE II VALUATION AND QUALI
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Jun. 30, 2024 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (in thousands) (Additions) / Deductions Balance at Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at Year Ended June 30, 2024 Allowance for doubtful accounts / credit losses $ (171) $ — $ — $ 161 $ (10) Deferred tax valuation allowance (30) (29,189) — — (29,219) $ (201) $ (29,189) $ — $ 161 $ (29,229) Year Ended June 30, 2023 Allowance for doubtful accounts / credit losses $ (843) $ (3) $ — $ 675 $ (171) Deferred tax valuation allowance (2,923) 2,053 840 — (30) $ (3,766) $ 2,050 $ 840 $ 675 $ (201) Year Ended June 30, 2022 Allowance for doubtful accounts / credit losses $ (1,354) $ 123 $ — $ 388 $ (843) Deferred tax valuation allowance (3,131) 2,200 (1,992) — (2,923) $ (4,485) $ 2,323 $ (1,992) $ 388 $ (3,766) |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Jun. 30, 2024 | |
Description of Business And Basis Of Presentation [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Description of Business Sphere Entertainment Co. (together with its subsidiaries, the “Company” or “Sphere Entertainment”) is a premier live entertainment and media company comprised of two reportable segments, Sphere and MSG Networks. Sphere is a next-generation entertainment medium, and MSG Networks operates two regional sports and entertainment networks, as well as a direct-to-consumer (“DTC”) and authenticated streaming product. Sphere : This segment reflects Sphere TM , a next-generation entertainment medium powered by cutting-edge technologies to create multi-sensory experiences at an unparalleled scale. The Company’s first Sphere opened in Las Vegas on September 29, 2023. The venue can accommodate up to 20,000 guests and can host a wide variety of events year-round, including The Sphere Experience TM , which features original immersive productions, as well as concerts and residencies from renowned artists, and marquee sports and corporate events. Production efforts are supported by Sphere Studios TM , an immersive content studio dedicated to creating multi-sensory live entertainment experiences exclusively for Sphere. Sphere Studios is home to a team of creative, production, technology and software experts who provide full in-house creative and production services. The studio campus in Burbank includes a 68,000-square-foot development facility, as well as Big Dome, a 28,000-square-foot, 100-foot high custom dome, with a quarter-sized version of the interior display plane at Sphere in Las Vegas, that serves as a specialized screening, production facility, and lab for content at Sphere. The entire exterior surface of Sphere, referred to as the Exosphere TM , is covered with nearly 580,000 square feet of fully programmable LED paneling, creating the largest LED screen in the world — and an impactful display for artists, brands and partners. MSG Networks: This segment is comprised of the Company’s regional sports and entertainment networks, MSG Network and MSG Sportsnet, as well as its DTC and authenticated streaming product, MSG+. MSG Networks serves the New York designated market area, as well as other portions of New York, New Jersey, Connecticut and Pennsylvania and features a wide range of sports content, including exclusive live local games and other programming of the New York Knicks (the “Knicks”) of the National Basketball Association (the “NBA”) and the New York Rangers (the “Rangers”), New York Islanders (the “Islanders”), New Jersey Devils (the “Devils”) and Buffalo Sabres (the “Sabres”) of the National Hockey League (the “NHL”), as well as significant coverage of the New York Giants (the “Giants”) and the Buffalo Bills (the “Bills”) of the National Football League (the “NFL”). The Company (formerly Madison Square Garden Entertainment Corp.) was incorporated on November 21, 2019 as a direct, wholly-owned subsidiary of MSG Sports. On April 17, 2020, MSG Sports distributed all outstanding common stock of the Company to MSG Sports’ stockholders (the “2020 Entertainment Distribution”). MSG Entertainment Distribution On April 20, 2023 (the “MSGE Distribution Date”), the Company distributed approximately 67% of the outstanding common stock of Madison Square Garden Entertainment Corp (“MSG Entertainment”) to its stockholders (the “MSGE Distribution”), with the Company retaining approximately 33% of the outstanding common stock of MSG Entertainment (in the form of MSG Entertainment Class A common stock) immediately following the MSGE Distribution (the “MSGE Retained Interest”). Following the MSGE Distribution Date, the Company retained the Sphere and MSG Networks businesses and MSG Entertainment now owns the traditional live entertainment business previously owned and operated by the Company through its Entertainment business segment, excluding the Sphere business. In the MSGE 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 (“Class A Common Stock”), 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 (“Class B Common Stock”), held of record as of the close of business, New York City time, on the Record Date. As of April 20, 2023, the MSG Entertainment business met the criteria for discontinued operations. See Note 3. Discontinued Operations, for more information about the MSGE Distribution. As of June 30, 2024, following the sales of portions of the MSGE Retained Interest and the repayment of the delayed draw term loan with MSG Entertainment using a portion of the MSGE Retained Interest, the Company no longer holds any of the outstanding common stock of MSG Entertainment. See Note 7. Investments and Note 13. Credit Facilities and Convertible Notes for more information about the MSGE Retained Interest. Tao Group Hospitality Disposition On May 3, 2023, the Company completed the sale of 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”). Since March 31, 2023, the Tao Group Hospitality segment met the criteria for discontinued operations and was classified as a discontinued operation. See Note 3 Discontinued Operations for more information about the Tao Group Hospitality Disposition. Basis of Presentation The Company has historically reported on a fiscal year basis ending on June 30 th . In these consolidated financial statements, the fiscal years ended June 30, 2024, 2023 and 2022 are referred to as “Fiscal Year 2024,” “Fiscal Year 2023,” and “Fiscal Year 2022,” respectively. On June 26, 2024, the Board of Directors approved a change in the Company’s fiscal year-end from June 30 to December 31, effective December 31, 2024. The Company plans to report its financial results for the six-month transition period of July 1, 2024 through December 31, 2024 on an Annual Report on Form 10-K/T and to thereafter file reports for the twelve-month period ending December 31 of each year, beginning with the twelve-month period ending December 31, 2025. Prior to filing the transition report, the Company will file its Quarterly Report on Form 10-Q for the quarter ending September 30, 2024. The Company has presented both the MSG Entertainment business and Tao Group Hospitality as discontinued operations for all periods presented. See Note 3. Discontinued Operations for more information about the MSGE Distribution and Tao Group Hospitality Disposition. Reclassifications For purposes of comparability, certain prior period amounts have been reclassified to conform to the current year presentation in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies A. Principles of Consolidation The consolidated financial statements of the Company include the accounts of Sphere Entertainment Co. and its subsidiaries. They also historically included accounts of Tao Group Hospitality, MSG Entertainment, and Boston Calling Events, LLC (“BCE”) until their dispositions on May 3, 2023, April 20, 2023, and December 2, 2022, respectively. Both Tao Group Hospitality and MSG Entertainment met the criteria to be reported as discontinued operations during the quarters ended March 31, 2023 and June 30, 2023, respectively. All significant intercompany transactions and balances have been eliminated in consolidation. Prior to their disposition, Tao Group Hospitality and BCE were consolidated with the equity owned by other stockholders shown as redeemable or nonredeemable noncontrolling interests of discontinued operations in the accompanying 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 from discontinued operations in the accompanying consolidated statements of operations and consolidated statements of comprehensive income (loss), respectively. See Note 3. Discontinued Operations, for details regarding the Tao Group Hospitality Disposition and MSGE Distribution. B. Business Combinations and Noncontrolling Interests The acquisition method of accounting for business combinations requires management to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which the Company is allowed to adjust the provisional amounts recognized for a business combination). Under the acquisition method of accounting, the Company recognizes separately from goodwill the identifiable assets acquired, the liabilities assumed, and any noncontrolling interests in an acquiree, generally at the acquisition date fair value. The Company measures goodwill as of the acquisition date as the excess of consideration transferred, which is also measured at fair value over the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed. Costs that the Company incurs to complete a business combination such as investment banking, legal, and other professional fees are not considered part of consideration and the Company charges these costs to selling, general and administrative expense as they are incurred. In addition, the Company recognizes measurement-period adjustments in the period in which the amount is determined, including the effect on earnings of any amounts the Company would have recorded in previous periods if the accounting had been completed at the acquisition date. Interests held by third parties in consolidated majority-owned subsidiaries are presented as noncontrolling interests, which represent the noncontrolling stockholders’ interests in the underlying net assets of the Company’s consolidated majority-owned subsidiaries. Noncontrolling interests that are not redeemable are reported in the equity section of the consolidated balance sheets. Noncontrolling interests, where the Company may be required to repurchase the noncontrolling interest under put options or other contractual redemption requirements that are not solely within the Company’s control, are reported in the consolidated balance sheets between liabilities and equity, as redeemable noncontrolling interests. C. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the 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, deferred production content costs, other long-lived assets, deferred tax assets, pension and other postretirement benefit obligations and the related net periodic benefit cost, ultimate revenue (as described below), 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. D. Revenue Recognition The Company recognizes revenue when, or as, performance obligations under the terms of a contract are satisfied, which generally occurs when, or as, control of promised goods or services are transferred to customers. Revenue is measured as the amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services (“transaction price”). To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the most likely amount to which the Company expects to be entitled. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and the determination of whether to include such estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information that is reasonably available. The Company accounts for taxes collected from customers and remitted to governmental authorities on a net basis and excludes these amounts from revenues. In addition, the Company defers certain costs to fulfill the Company’s contracts with customers to the extent such costs relate directly to the contracts, are expected to generate resources that will be used to satisfy the Company’s performance obligations under the contracts, and are expected to be recovered through revenue generated under the contracts. Contract fulfillment costs are expensed as the Company satisfies the related performance obligations. Arrangements with Multiple Performance Obligations The Company may enter into arrangements with multiple performance obligations, such as multi-year sponsorship agreements which may derive revenues for the Company as well as MSG Entertainment and MSG Sports within a single arrangement. The Company may also derive revenue from similar types of arrangements which are entered into by MSG Entertainment or MSG Sports. Payment terms for such arrangements can vary by contract, but payments are generally due in installments throughout the contractual term. The performance obligations included in each sponsorship agreement vary and may include advertising and other benefits such as, but not limited to, signage at Sphere, advertising on the Exosphere, digital advertising, or event or property-specific advertising, as well as non-advertising benefits such as suite licenses and event tickets. To the extent the Company’s multi-year arrangements provide for performance obligations that are consistent over the multi-year contractual term, such performance obligations generally meet the definition of a series as provided for under the accounting guidance. If performance obligations are concluded to meet the definition of a series, the contractual fees for all years during the contract term are aggregated and the related revenue is recognized proportionately as the underlying performance obligations are satisfied. The timing of revenue recognition for each performance obligation is dependent upon the facts and circumstances surrounding the Company’s satisfaction of its respective performance obligation. The Company allocates the transaction price for such arrangements to each performance obligation within the arrangement based on the estimated relative standalone selling price of the performance obligation. The Company’s process for determining its estimated standalone selling prices involves management’s judgment and considers multiple factors including company specific and market specific factors that may vary depending upon the unique facts and circumstances related to each performance obligation. Key factors considered by the Company in developing an estimated standalone selling price for its performance obligations include, but are not limited to, prices charged for similar performance obligations, the Company’s ongoing pricing strategy and policies, and consideration of pricing of similar performance obligations sold in other arrangements with multiple performance obligations. The Company may incur costs such as commissions to obtain its multi-year sponsorship agreements. The Company assesses such costs for capitalization on a contract by contract basis. To the extent costs are capitalized, the Company estimates the useful life of the related contract asset which may be the underlying contract term or the estimated customer life depending on the facts and circumstances surrounding the contract. The contract asset is amortized over the estimated useful life. Principal versus Agent Revenue Recognition The Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service before transfer to the customer. When the Company concludes that it controls the good or service before transfer to the customer, the Company is considered a principal in the transaction and records revenue on a gross basis. When the Company concludes that it does not control the good or service before transfer to the customer but arranges for another entity to provide the good or service, the Company acts as an agent and records revenue on a net basis in the amount it earns for its agency service. Contract Balances Amounts collected in advance of the Company’s satisfaction of its contractual performance obligations are recorded as a contract liability within Deferred revenue, and are recognized as the Company satisfies the related performance obligations. Amounts collected in advance of events for which the Company is not the promoter or co-promoter do not represent contract liabilities and are recorded as collections due to promoters within Accounts payable, accrued and other current liabilities on the accompanying consolidated balance sheets. Amounts recognized as revenue for which the Company has a right to consideration for goods or services transferred to customers and for which the Company does not have an unconditional right to bill as of the reporting date are recorded as contract assets. Contract assets are transferred to accounts receivable once the Company’s right to consideration becomes unconditional. E. Direct Operating Expenses Direct operating expenses for the Sphere segment may include, but are not limited to, event costs related to the presentation and production of the Company’s live entertainment, sporting events, and immersive productions, maintenance, and other operating expenses. Direct operating expenses for the MSG Networks segment primarily represent media rights fees and other direct programming and production costs, such as the salaries of on-air personalities, producers, directors, technicians, writers and other creative staff, as well as expenses associated with location costs, remote facilities and maintaining studios, origination, and transmission services and facilities. The professional team media rights acquired under media rights agreements to telecast various sporting events and other programming for exhibition on the segment’s networks are typically expensed on a straight-line basis over the applicable annual contract or license period. F. 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. For purposes of evaluating the recognition of amortization and any potential impairment, deferred immersive production costs are classified based on their predominant monetization strategy. The determination of the predominant monetization strategy is made at the commencement of production and is based on the means by which the Company expects to derive third-party revenues from use of the content. The Company’s primary monetization strategy and classification for its current content is on an individual production basis, which the Company defines as content where the lifetime value is predominantly derived from third-party revenues that are directly attributable to the specific production. The classification of content only changes if there is a significant change to the production’s monetization strategy relative to management’s initial assessment. Deferred immersive production costs are amortized beginning in the month the production debuts, 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 are 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 June 30, 2024 and 2023, the Company recorded $93,081 and $61,421, respectively, in Other non-current assets in the accompanying consolidated balance sheets related to these production costs. G. Advertising Expenses Advertising costs are typically charged to expense when incurred. Total advertising costs expensed were $25,295, $16,977 and $22,880 for Fiscal Years 2024, 2023 and 2022, respectively. H. Nonmonetary Transactions The MSG Networks segment enters into nonmonetary transactions, primarily with its Distributors (as defined below), that involve the exchange of products or services, such as advertising and promotional benefits, for the segment’s services. For arrangements that are subject to sales based and usage-based royalty guidance, MSG Networks measures noncash consideration that it receives at fair value as the sale or usage occurs. For other arrangements, the MSG Networks segment measures the estimated fair value of the noncash consideration that it receives at contract inception. If the MSG Networks segment cannot reasonably estimate the fair value of the noncash consideration, the segment measures the fair value of the consideration indirectly by reference to the standalone selling price of the services promised to the customer in exchange for the consideration as revenues. Nonmonetary transactions for the MSG Networks segment are included in advertising costs, which are classified in selling, general and administrative expenses on the accompanying consolidated statements of operations, as noted above. I. Income Taxes The Company accounts for income taxes in accordance with Accounting Standard Codification (“ASC”) Topic 740, Income Taxes . The Company’s provision for income taxes is based on current period income, changes in deferred tax assets and liabilities, and changes in estimates with regard to uncertain tax positions. Deferred tax assets are subject to an ongoing assessment of realizability. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company’s ability to realize its deferred tax assets depends upon the generation of sufficient future taxable income to allow for the realization of its deductible temporary differences. If such estimates and related assumptions change in the future, the Company may be required to record valuation allowances against its deferred tax assets, resulting in additional income tax expense in the Company’s consolidated statements of operations. Interest and penalties, if any, associated with uncertain tax positions are included in income tax expense. J. Share-based Compensation The Company measures the cost of employee services received in exchange for an award of equity-based instruments based on the grant date fair value of the award. Share-based compensation cost is recognized in earnings over the period during which an employee is required to provide service in exchange for the award, except for restricted stock units granted to non-employee directors which, unless otherwise provided under the applicable award agreement, are fully vested, and are expensed at the grant date. The Company accounts for forfeitures as they occur, rather than estimating expected forfeitures. K. Earnings (Loss) Per Common Share Basic earnings per share (“EPS”) attributable to the Company’s common stockholders is based upon net income (loss) attributable to the Company’s common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the effect of the assumed vesting of restricted stock units and exercise of stock options only in the periods in which such effect would have been dilutive through the application of the treasury stock method. For the periods when a net loss is reported, the computation of diluted EPS equals the basic EPS calculation since common stock equivalents would be antidilutive due to losses from continuing operations. Holders of Class A common stock and Class B common stock are entitled to receive dividends equally on a per-share basis if and when such dividends are declared. As the holders of Class A and Class B common stock are entitled to identical dividend and liquidation rights, the undistributed earnings are allocated on a proportionate basis to each class of common stock and the resulting basic and diluted net earnings (loss) per share attributable to common stockholders are, therefore, the same for both Class A and Class B common stock on both an individual and combined basis. L. Cash and Cash Equivalents The Company considers the balance of its investment in funds that substantially hold highly liquid securities that mature within three months or less from the date the fund purchases these securities to be cash equivalents. The carrying amount of cash and cash equivalents either approximates fair value due to the short-term maturity of these instruments or is at fair value. Checks outstanding in excess of related book balances are included in accounts payable, accrued, and other current liabilities in the accompanying consolidated balance sheets. The Company presents the change in these book cash overdrafts as cash flows from operating activities. M. Restricted Cash The Company’s restricted cash includes cash deposited in escrow accounts. The Company has deposited cash in interest-bearing escrow accounts related to credit support, debt facilities, and collateral to its operating leases, workers compensation, and general liability insurance obligations. The carrying amount of restricted cash approximates fair value due to the short-term maturity of these instruments. N. Short-Term Investments Short-term investments included investments that (i) had original maturities of greater than three months and (ii) the Company had the ability to convert into cash within one year. O. Accounts Receivable Accounts receivable is recorded at net realizable value. The Company maintains an allowance for credit losses to reserve for potentially uncollectible receivables. The allowance for credit losses is estimated based on the Company’s consideration of credit risk and analysis of receivables aging, specific identification of certain receivables that are at risk of not being paid, past collection experience and other factors. The Company recognized an allowance of $10 and $171 as of June 30, 2024 and 2023, respectively. P. Investments The Company’s investments are primarily accounted for using the equity method of accounting and are carried at cost, plus or minus the Company’s share of net earnings or losses of the investment, subject to certain other adjustments. The cost of equity method investments includes transaction costs of the acquisition. As required by GAAP, to the extent that there is a basis difference between the cost and the underlying equity in the net assets of an equity investment, the Company allocates such differences between tangible and intangible assets. The Company’s share of net earnings or losses of the investment, inclusive of amortization expense for intangible assets associated with the investment, is reflected in Other income (expense), net within the Company’s consolidated statements of operations. Dividends received from the investee reduce the carrying amount of the investment. Due to the timing of receiving financial information from certain of its nonconsolidated affiliates, the Company records its share of net earnings or losses of such affiliates on a three-month lag basis, with the exception of the amortization expense of intangible assets which are recorded currently. The Company elected the fair value option in accounting for the MSGE Retained Interest and as such, did not report the impact to the consolidated statements of operations on a lag for this investment. Initial recognition of this asset required measurement of an unrealized gain or loss when comparing the book value of the investment to fair value. As a result, the Company initially and subsequently measured and recorded changes in the fair value of the MSGE Retained Interest based upon the quoted market price of the MSGE stock on the New York Stock Exchange on a periodic basis within Other income (expense), net in the accompanying consolidated statements of operations. The Company sold the entirety of the MSGE Retained Interest as of September 30, 2023, and as a result, no longer holds any of the outstanding common stock of MSG Entertainment. In addition to equity method investments, the Company also has other equity investments without readily determinable fair values. The Company measures equity investments without readily determinable fair values at cost, less any impairment, adjusted for observable price changes from orderly transactions for identical or similar investments of the same issuer. Changes in observable price are reflected within Other income (expense), net in the accompanying consolidated statements of operations. Impairment of Investments The Company reviews its investments periodically to determine whether a decline in fair value below the cost basis is other-than-temporary. The primary factors the Company considers in its determination are the length of time that the fair value of the investment is below the Company’s carrying value; future prospects of the investee; and the Company’s intent and ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. In addition, the Company considers other factors such as general market conditions, industry conditions, and analysts’ ratings. If the decline in fair value is deemed to be other-than-temporary, the cost basis of the investment is written down to fair value and the loss is realized as a component of net income. Q. Property and Equipment and Other Long-Lived Assets Prop erty and equipment and other long-lived assets, including amortizable intangible assets, are stated at cost or acquisition date fair value, if acquired. Expen ditures for new facilities or equipment, and expenditures that extend the useful lives of existing facilities or equipment, are capitalized and recorded at cost. The useful lives of the Company’s long-lived assets are based on estimates of the period over which the Company expects the assets to be of economic benefit to the Company. In estimating the useful lives, the Company considers factors such as, but not limited to, risk of obsolescence, anticipated use, plans of the Company, and applicable laws and permit requirements. Depreciation starts on the date when the asset is available for its intended use. Construction in progress assets are not depreciated until available for their intended use. Costs of maintenance and repairs are expensed as incurred. The major categories of property and equipment are depreciated on a straight-line basis using the estimated lives indicated below: Estimated Useful Lives Buildings Up to 40 years Equipment 1 year to 30 years Furniture and fixtures 1 year to 10 years Leasehold improvements Shorter of term of lease or useful life of improvement Intangible assets with finite lives are amortized principally using the straight-line method over the following estimated useful lives: Estimated Useful Lives Affiliate relationships 24 years Technology 5 years Trade name 5 years R. Goodwill See above ( B. Business Combinations and Noncontrolling Interests ) for the Company’s accounting policy on how goodwill is measured at an acquisition date. Goodwill is not amortized. S. Impairment of Long-Lived Assets In assessing the recoverability of the Company’s long-lived assets, the Company must make estimates and assumptions regarding future cash flows and other factors to determine the fair value of the respective assets. These estimates and assumptions could have a significant impact on whether an impairment charge is recognized and the magnitude of any such charge. Fair value estimates are made based on relevant information at a specific point in time, and are subjective in nature and involve significant uncertainties and judgments. If these estimates or assumptions change materially, the Company may be re quired to record impairment charges related to its long-lived assets. Goodwill is tested annually for impairment as of August 31 st and at any time upon the occurrence of certain events or changes in circumstances. The Company has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. If the Company can support the conclusion that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would not need to perform a quantitative impairment test for that reporting unit. If the Company cannot support such a conclusion or the Company does not elect to perform the qualitative assessment, the Company would identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company generally determines the fair value of a reporting unit using an income approach, such as the discounted cash flow method, or other acceptable valuation techniques, including the cost approach, in instances when it does not perform the qualitative assessment of goodwill. The amount of an impairment loss is measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. For other long-lived assets, including property and equipment, right-of-use lease assets and intangible assets that are amortized, the Company evaluates assets for recoverability when there is an indication of potential impairment. If the undiscounted cash flows from a group of assets being evaluated are less than the carrying value of that group of assets, the fair value of the asset group is determined and the carrying value of the asset group is written down to fair value. The Company generally determines the fair value of a finite-lived intangible asset using an income approach, such as the discounted cash flow method. See Note 8. Property and Equipment, Net and Note 11. Goodwill and Intangible Assets for further discussion. T. Leases The Company’s leases primarily consist of a ground lease for the land on which the Sphere in Las Vegas has been constructed, corporate office space, storage, and office and other equipment. The Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the lease term is assessed based on the date when the underlying asset is made available by the lessor for the Company’s use. The Company’s assessment of the lease term reflects the non-cancellable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain not to exercise, as well as periods covered by renewal options which the Company is reasonably certain to exercise. The Company’s lease agreements do not contain material residual value guarantees or material restrictive covenants. The Company determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated statements of operations and statements of cash flows over the lease term. For leases with a term exceeding 12 months, a lease liability is recorded on the Company’s consolidated balance sheets at lease commencement reflecting the present value of the fixed minimum payment obligations over the lease term. A corresponding right-of-use (“ROU”) asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. In addition, the ROU asset is adjusted to reflect any above or below market lease terms under acquired lease contracts. The Company includes fixed payment obligations related to non-lease components in the measurement of ROU assets and lease liabilities, as the Company has elected to account for lease and non-lease components together as a single lease component. ROU assets associated with finance leases are presented separate from ROU assets associated with operating leases and are included within Property and equipment, net on the Company’s consolidated balance sheets. For purposes of measuring the present value of the Company’s fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in the underlying leasing arrangements are typically not readily determinable. The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment surrounding the associated lease. For operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term. For finance leases, the initial ROU asset is depreciated on a straight-line basis over the lease term, along with recognition of interest expense associated with accretion of the lease liability, which is ultimately reduced by the related fixed payments. For leases with a term of 12 months or less (“short-term leases”), any fixed lease payments are recognized on a straight-line basis over the lease term and are not recognized on the consolidated balance sheets. Variable lease costs for both operating and finance leases, if any, are recognized as incurred and such costs are excluded from lease balances recorded on the consolidated |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations MSG Entertainment On April 20, 2023, the Company completed the MSGE Distribution. T he Company analyzed the quantitative and qualitative factors relevant to the MSGE Distribution and determined that the conditions for discontinued operations presentation were met during the fourth quarter of Fiscal Year 2023. As such, the results of the MSG Entertainment business previously owned and operated by the Company through its MSG Entertainment business segment, as well as transaction costs related to the MSGE Distribution, have been classified in the accompanying consolidated financial statements as discontinued operations for all periods presented. No impairment loss was recognized in connection with the reclassification to discontinued operations and no gain or loss was recognized in connection with the MSGE Distribution. Indirect corporate and administrative costs do not qualify for discontinued operations presentation, and these costs are included in continuing operations for all periods presented through April 20, 2023. After the MSGE Distribution Date, these corporate and administrative services are provided to the Company by MSG Entertainment under a Transition Services Agreement (“MSGE TSA”), with the related costs included in continuing operations from April 21, 2023 through June 30, 2023. As noted above, results from continuing operations, prior to the MSGE Distribution Date, include certain corporate overhead expenses that the Company did not incur in the period after the completion of the MSGE Distribution, and the Company does not expect to incur such expenses in future periods. Tao Group Hospitality On May 3, 2023, the Company 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. As such, the historical financial results of the Tao Group Hospitality segment have been reflected in the accompanying consolidated financial statements as discontinued operations for all periods presented. In connection with the Tao Group Hospitality Disposition, the Company recognized a loss, net of taxes, of $23,984 as a result of a change in estimate and a gain of $212,857, net of taxes of $1,020, for Fiscal Years 2024 and 2023, respectively, which are presented as income from discontinued operations. The tables below sets forth, for the periods presented, the operating results of the disposal groups. Amounts presented below differ from historically reported results for the MSG Entertainment and Tao Group Hospitality business segments in order to reflect discontinued operations presentation. Year Ended June 30, 2023 MSG Entertainment Tao Group Hospitality Eliminations (a) Total Revenues $ 731,299 $ 447,929 $ (1,761) $ 1,177,467 Direct operating expenses (421,440) (263,200) 1,371 (683,269) Selling, general, and administrative expenses (119,032) (151,271) (195) (270,498) Depreciation and amortization (49,423) (23,236) — (72,659) Impairment and other gains, net 4,361 473 — 4,834 Restructuring charges (7,435) — — (7,435) Operating income 138,330 10,695 (585) 148,440 Interest income 2,880 149 — 3,029 Interest expense (1,031) (2,551) — (3,582) Other income, net 11,456 665 — 12,121 Income from discontinued operations before income taxes 151,635 8,958 (585) 160,008 Income tax expense (5,517) (33,695) — (39,212) Income (loss) from discontinued operations, net of taxes 146,118 (24,737) (585) 120,796 Gain on disposal before income taxes — 213,877 — 213,877 Income tax expense — (1,020) — (1,020) Gain on disposal, net of taxes — 212,857 — 212,857 Net income from discontinued operations 146,118 188,120 (585) 333,653 Less: Net income attributable to redeemable noncontrolling interests — 3,925 — 3,925 Less: Net loss attributable to nonredeemable noncontrolling interests (553) (464) — (1,017) Net income from discontinued operations attributable to Sphere Entertainment Co.’s stockholders $ 146,671 $ 184,659 $ (585) $ 330,745 Year Ended June 30, 2022 MSG Entertainment Tao Group Hospitality Eliminations (a) Total Revenues $ 632,612 $ 484,649 $ (2,698) $ 1,114,563 Direct operating expenses (417,108) (270,728) 2,077 (685,759) Selling, general, and administrative expenses (110,288) (154,923) — (265,211) Depreciation and amortization (69,564) (32,503) — (102,067) Impairment and other gains, net — 2,800 — 2,800 Restructuring charges (1,286) — — (1,286) Operating income 34,366 29,295 (621) 63,040 Interest income 612 23 — 635 Interest expense (25,453) (1,702) — (27,155) Other expense, net (84,690) (82) — (84,772) (Loss) income from operations before income taxes (75,165) 27,534 (621) (48,252) Income tax benefit (expense) 14,069 (18,114) — (4,045) Net (loss) income (61,096) 9,420 (621) (52,297) Less: Net income attributable to redeemable noncontrolling interests — 7,739 — 7,739 Less: Net loss attributable to nonredeemable noncontrolling interests (2,864) (627) — (3,491) Net (loss) income from discontinued operations attributable to Sphere Entertainment Co.’s stockholders $ (58,232) $ 2,308 $ (621) $ (56,545) _________________ (a) Prior to the MSGE Distribution and Tao Group Hospitality Disposition, the Company’s consolidated results of operations included a number of intercompany transactions between MSG Entertainment and Tao Group Hospitality which were presented in the Company’s segment reporting disclosures. As such, these transactions are eliminated for purposes of this disclosure as they will not continue in periods subsequent to the MSGE Distribution and Tao Group Hospitality Disposition, respectively. As permitted under ASC Subtopic 205-20-50-5b(2), the Company has elected not to adjust the consolidated statements of cash flows for the years ended June 30, 2024, 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 consolidated financial statements: 2023 2022 MSG Entertainment Tao Group Hospitality (a) MSG Entertainment Tao Group Hospitality Non-cash items included in net income (loss): Depreciation and amortization $ 49,423 $ 23,236 $ 69,564 $ 32,503 Impairments and other gains, net (4,361) (214,350) — (2,800) Share-based compensation expense 4,710 7,224 8,480 7,647 Cash flow from investing activities: Capital expenditures, net 12,832 17,488 15,797 23,309 Non-cash investing activities: Capital expenditures incurred but not yet paid 780 817 1,585 119 Investments and loans to nonconsolidated affiliates — 113 — 791 _________________ |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition For Fiscal Years 2024, 2023 and 2022, all revenue recognized in the consolidated statements of operations is considered to be revenue from contracts with customers in accordance with ASC Topic 606 — Revenue From Contracts with Customers , except for revenues from sublease arrangements as disclosed below. In Fiscal Years 2024, 2023, 2022, the Company did not have any material provisions for credit losses on receivables or contract assets arising from contracts with customers. Sphere Segment The Sphere segment earns revenue primarily from ticket sales to our audiences for The Sphere Experience, license fees for our venue paid by third-party promoters or licensees in connection with events that we do not produce or promote/co-promote, sponsorships and signage, advertising on the Exosphere, suite license fees at Sphere, facility and ticketing fees, concessions, and the sale of merchandise. MSG Networks Segment The MSG Networks segment generates revenues principally from distribution fees, as well as from the sale of advertising. Distribution revenue includes both affiliation fee revenue earned from fees charged to cable, satellite, fiber-optic and other platforms (“Distributors”) for the right to carry the Company’s networks as well as revenue earned from subscriptions and single game purchases on MSG+, the Company’s DTC and authenticated streaming product. Advertising revenue is largely derived from the sale of inventory in MSG Networks’ live professional sports programming, and as such, a significant share of this revenue has historically been earned in the second and third fiscal quarters. The performance obligation under affiliation agreements with Distributors is satisfied as MSG Networks provides its programming over the term of the agreement. Media related revenue as presented below includes both distribution revenue earned from Distributors for the right to carry the Company’s networks as well as revenue earned from subscriptions and single game purchases on MSG+. Substantially all of MSG Networks’ affiliation agreements are sales-based and usage-based royalty arrangements; revenue is recognized as the sale or usage occurs. The transaction price is represented by affiliation fees that are generally based upon contractual rates applied to the number of the Distributor’s subscribers who receive or can receive MSG Networks programming. Such subscriber information is generally not received until after the close of the reporting period, and in these cases, the Company estimates the number of subscribers. Historical adjustments to recorded estimates have not been material. The MSG Networks segment also generates advertising revenue primarily through the sale of commercial time and other advertising inventory during its live professional sports programming. In general, these advertising arrangements either do not exceed one year or are primarily multi-year media banks, the elements of which are agreed upon each year. Advertising revenue is recognized as advertising is aired. In certain advertising arrangements, the Company guarantees specified viewer ratings for its programming. In such cases, the promise to deliver the guaranteed viewer ratings by airing the advertising represents MSG Networks’ performance obligation. A contract liability is recognized as deferred revenue to the extent any guaranteed viewer ratings are not met. This permits the customer to exercise a contractual right for additional advertising time. The related deferred revenue is subsequently recognized as revenue either when MSG Networks provides the required additional advertising time, or additional performance requirements become remote, which may be at the time the guarantee obligation contractually expires. 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 Fiscal Years 2024, 2023 and 2022: Year Ended June 30, 2024 Sphere MSG Networks Total Event-related (a) $ 420,327 $ — $ 420,327 Sponsorship, signage, Exosphere advertising, and suite licenses (b) 68,876 2,178 71,054 Media related, primarily from affiliation agreements (b) — 521,611 521,611 Other 4,928 5,941 10,869 Total revenues from contracts with customers $ 494,131 $ 529,730 $ 1,023,861 Revenues from subleases 3,028 — 3,028 Total revenues $ 497,159 $ 529,730 $ 1,026,889 Year Ended June 30, 2023 Sphere MSG Networks Total Sponsorship, signage, Exosphere advertising, and suite licenses (b) $ — $ 6,990 $ 6,990 Media related, primarily from affiliation agreements (b) — 558,362 558,362 Other — 5,869 5,869 Total revenues from contracts with customers $ — $ 571,221 $ 571,221 Revenues from subleases 2,610 — 2,610 Total revenues $ 2,610 $ 571,221 $ 573,831 Year Ended June 30, 2022 Sphere MSG Networks Total Sponsorship, signage, Exosphere advertising, and suite licenses (b) $ — $ 6,470 $ 6,470 Media related, primarily from affiliation agreements (b) — 596,032 596,032 Other — 5,653 5,653 Total revenues from contracts with customers $ — $ 608,155 $ 608,155 Revenues from subleases 1,900 — 1,900 Total revenues $ 1,900 $ 608,155 $ 610,055 _________________ (a) Event-related revenues consists of (i) ticket sales and other revenue directly related to the exhibition of the Sphere Experience, (ii) ticket sales and other ticket-related revenues to other events at our venue, (iii) venue license fees from third-party promoters, and (iv) food, beverage and merchandise sales. Event-related revenues 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, for further details on the pattern of recognition of sponsorship signage, Exosphere advertising, suite licenses, and media related revenue. 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 Fiscal Years 2024, 2023 and 2022. Year Ended June 30, 2024 Sphere MSG Networks Total Ticketing and venue license fee revenues (a) $ 340,256 $ — $ 340,256 Sponsorship, signage, Exosphere advertising, and suite revenues 87,173 — 87,173 Food, beverage and merchandise revenues 66,702 — 66,702 Media networks revenues (b) — 529,730 529,730 Total revenues from contracts with customers $ 494,131 $ 529,730 $ 1,023,861 Revenues from subleases 3,028 — 3,028 Total revenues $ 497,159 $ 529,730 $ 1,026,889 Year Ended June 30, 2023 Sphere MSG Networks Total Media networks revenues (b) $ — $ 571,221 $ 571,221 Revenues from subleases 2,610 — 2,610 Total revenues $ 2,610 $ 571,221 $ 573,831 Year Ended June 30, 2022 Sphere MSG Networks Total Media networks revenues (b) $ — $ 608,155 $ 608,155 Revenues from subleases 1,900 — 1,900 Total revenues $ 1,900 $ 608,155 $ 610,055 _________________ (a) Amounts include ticket sales, other ticket-related revenue, and venue license fees from the Company’s events such as (i) concerts, (ii) The Sphere Experience and (iii) other live entertainment and sporting events. (b) Primarily consists of affiliation fees from Distributors (as defined above) 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 June 30, 2024, 2023 and 2022. As of June 30, 2024 2023 2022 Receivables from contracts with customers, net (a) $ 228,230 $ 115,039 $ 124,319 Contract assets, current (b) 1,500 314 — Contract assets, non-current (b) 907 — 756 Deferred revenue, including non-current portion (c) 97,151 27,397 4,413 _________________ (a) As of June 30, 2024, 2023 and 2022 the Company’s receivables from contracts with customers above included $0, $2,730, and $992, respectively, related to various related parties. See Note 18. Related Party Transactions for further details on these related party arrangements. (b) Contract assets current, which are reported as Prepaid expenses and other current assets in the Company’s consolidated balance sheets, primarily relate to the Company’s rights to consideration for goods or services transferred to 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) Revenue recognized for Fiscal Year 2024 relating to the deferred revenue balance as of June 30, 2023 was $21,946. Transaction Price Allocated to the Remaining Performance Obligations The following table depicts the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of June 30, 2024. This primarily relates to performance obligations under sponsorship agreements that have original expected durations longer than one year and for which the respective 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. As of June 30, 2024 Fiscal year ending June 30, 2025 $ 56,548 Fiscal year ending June 30, 2026 37,016 Fiscal year ending June 30, 2027 16,244 Fiscal year ending June 30, 2028 4,696 Fiscal year ending June 30, 2029 683 $ 115,187 |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges During Fiscal Year 2024, the Company incurred costs for termination benefits for certain executives and employees in the Sphere segment. As a result, the Company recognized restructuring charges of $9,486, inclusive of $1,166 of share-based compensation expenses, which were recorded in Accounts payable, accrued and other current liabilities and Additional paid-in capital on the consolidated balance sheets. During Fiscal Years 2023 and 2022, the Company incurred costs of $27,924, inclusive of $8,118 of share-based compensation expenses, and $13,404, inclusive of 4,254 of share-base compensation expenses, respectively, as a result of the Company’s cost reduction program implemented, which were recorded in Accounts payable, accrued and other current liabilities and Additional paid-in capital on the consolidated balance sheets. Changes to the Company’s restructuring liability through June 30, 2024 were as follows: Restructuring Liability June 30, 2023 $ 8,891 Restructuring charges (excluding share-based compensation expense) 8,320 Payments (16,740) June 30, 2024 $ 471 |
Computation of (loss) earnings
Computation of (loss) earnings per-share | 12 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Computation of (loss) earnings per-share | Computation of (loss) earnings per-share The following table presents a reconciliation of weighted-average shares used in the calculations of basic and diluted (loss) earnings per common share attributable to Sphere Entertainment Co.’s stockholders. Years Ended June 30, 2024 2023 2022 Net (loss) income available to Sphere Entertainment Co.’s stockholders (numerator): (Loss) income from continuing operations $ (224,633) $ 172,027 $ (137,850) Income (loss) from discontinued operations, net of taxes $ 23,984 $ 333,653 $ (52,297) Less: Net income attributable to redeemable noncontrolling interests from discontinued operations — 3,925 7,739 Less: Net loss attributable to nonredeemable noncontrolling interests from discontinued operations — (1,017) (3,491) Net (loss) income attributable to discontinued operations per statement of operations 23,984 330,745 (56,545) Adjustment of redeemable noncontrolling interest to redemption value from discontinued operations — — (3,173) Net (loss) income attributable to discontinued operations for EPS: $ 23,984 $ 330,745 $ (59,718) Weighted-average shares (denominator): Weighted-average shares for basic EPS 35,301 34,651 34,255 Dilutive effect of shares issuable under share-based compensation plans (a) — 278 — Weighted-average shares for diluted EPS 35,301 34,929 34,255 Weighted-average anti-dilutive shares (a) — 800 — Basic (loss) earnings per common share Continuing operations $ (6.36) $ 4.96 $ (4.02) Discontinued operations $ 0.68 $ 9.55 $ (1.75) Basic (loss) earnings per common share attributable to Sphere Entertainment Co.’s stockholders $ (5.68) $ 14.51 $ (5.77) Diluted (loss) earnings per common share Continuing operations $ (6.36) $ 4.93 $ (4.02) Discontinued operations $ 0.68 $ 9.47 $ (1.75) Diluted (loss) earnings per common share attributable to Sphere Entertainment Co.’s stockholders $ (5.68) $ 14.40 $ (5.77) _________________ |
Investments
Investments | 12 Months Ended |
Jun. 30, 2024 | |
Equity Method Investments, Joint Ventures And Cost Method Investments [Abstract] | |
Investments | Investments The Company’s investments in nonconsolidated affiliates are included within Investments in the accompanying consolidated balance sheets and consisted of the following: Investment As of June 30, Investment Ownership Percentage as of June 30, 2024 2024 2023 Equity method investments: SACO Technologies Inc. (“SACO”) 30% $ 18,342 $ 22,246 Crown Properties Collection LLC (“CPC”) 8% 60 — Gotham Advanced Media and Entertainment, LLC (“GAME”) 50% 680 — Holoplot Loan (a) — 20,971 Holoplot —% — 1,542 MSG Entertainment (b) —% — 341,039 Equity investments without readily determinable fair values 8,721 8,721 Other equity investments with readily determinable fair values held in trust under the Company’s Executive Deferred Compensation Plan (c) 2,925 1,087 Total investments $ 30,728 $ 395,606 _________________ (a) In January 2023, the Company, 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. Following the acquisition of Holoplot during the fourth quarter of Fiscal Year 2024 (further discussed below), the Holoplot Loan is eliminated in consolidation. (b) As of June 30, 2024, following the sale of portions of the MSGE Retained Interest and the repayment of the DDTL Facility (as defined below) with MSG Entertainment using a portion of the MSGE Retained Interest, the Company no longer holds any of the outstanding common stock of MSG Entertainment. The Company elected the fair value option for its investment in MSG Entertainment as of June 30, 2023, when it held approximately 20% of the outstanding shares of common stock of MSG Entertainment (in the form of Class A common stock). The fair value of the investment was determined based on quoted market prices on the New York Stock Exchange (“NYSE”), which were classified within Level I of the fair value hierarchy. (c) The Company’s investments with readily determinable fair values are classified within Level I of the fair value hierarchy as they are based on quoted prices in active markets. Refer to Note 14. Pension Plans and Other Postretirement Benefit Plan, for further detail on the Company’s Executive Deferred Compensation Plan. Equity Method Investments The Company determined that it has the ability to exert significant influence over the investee and therefore accounts for the following investments under the equity method of accounting. SACO In Fiscal Year 2019, the Company acquired a 30% interest in SACO, a global provider of high-performance LED video lighting and media solutions, for a total consideration of $47,244. The Company is utilizing SACO as a preferred display technology provider for Sphere in Las Vegas based upon commercial terms. The total consideration consisted of a $42,444 payment at closing and a $4,800 deferred payment, which was made in October 2018. As of the acquisition date, the carrying amount of the investment was greater than the Company’s equity interest in the underlying net assets of SACO. As such, the Company allocated the difference to amortizable intangible assets of $25,350 and is amortizing these intangible assets on a straight-line basis over the expected useful lives ranging from 6 years to 12 years as a basis adjustment to the carrying amount of the investment. CPC In March 2024, the Company paid $51 for an 8.3% investment in CPC. CPC represents sports and entertainment brands and venues, including those of the Company, MSG Entertainment and MSG Sports, in connection with the sale of their respective sponsorship, advertising and marketing partnerships assets. The Company’s share of CPC’s results is picked-up on a three month lag. GAME In January 2024 MSG Networks and The YES Network (“YES”) announced they formed GAME, a 50/50 joint venture aimed at capitalizing on technical and operational synergies associated with YES’ and MSG Network's streaming services. In Fiscal Year 2024, the Company contributed a total of $680 to GAME as part of its ownership stake. The Company’s share of GAME’s results is picked-up o n a three mo nth lag. Holoplot In Fiscal Year 2018, the Company acquired a 25% interest in Holoplot, a global leader in 3D audio technology based in Berlin, Germany. In Fiscal Year 2023, the Company extended financing to Holoplot in the form of the Holoplot Loan of €18,804, equivalent to $20,484 using the applicable exchange rate at the time of the transaction. The Holoplot Loan was comprised of $7,625 cash and $12,859 of outstanding deposits paid by the Company to Holoplot in prior periods, plus accrued interest. On April 25, 2024, in connection with the Company’s strategy to expand our capabilities and enable further innovation across immersive experiences and 3D audio technology, the Company entered into a share purchase and transfer agreement to acquire the remaining equity interest in Holoplot not previously owned by the Company. The initial purchase price of $11,181, is net of cash acquired of $2,554. The acquisition date fair value of the Company’s previous equity interest and the fair value of the Holoplot Loan were included in the measurement of the total consideration transferred. The Company recognized the remeasurement fair value of the previous equity interest as a gain of $5,689, and also recognized a loss of $10,262 related to the fair value over the carrying of the previously held Holoplot Loan, which are both included in Impairment and other (losses) gains, net within the consolidated statements of operations for Fiscal Year 2024. The Company preliminarily recognized $17,818 of intangible assets, and $13,345 of goodwill on the consolidated balance sheets as of June 30, 2024 as a result of the business combination and is in the process of finalizing its purchase price allocation related to certain of its contractual agreements. Following the acquisition on April 25, 2024, Holoplot is now a consolidated subsidiary of the Company, and the Holoplot Loan is eliminated in consolidation. MSG Entertainment The Company held an investment in MSG Entertainment’s Class A common stock, the MSGE Retained Interest. MSG Entertainment is a related party that is listed on the NYSE under the symbol “MSGE.” See Note 1. Description of Business and Basis of Presentation, for details regarding the MSGE Retained Interest. The following table summarizes the unrealized and realized gains (losses) on the MSGE Retained Interest, which are reported in Other income (expenses), net in the accompanying consolidated statements of operations: June 30, June 30, Unrealized gain $ — $ 341,039 (Loss) gain from shares sold (19,027) 204,676 Total realized and unrealized (loss) gain $ (19,027) $ 545,715 Supplemental information on realized (loss) gain: Shares of common stock disposed (a) 1,923 — Shares of common stock sold (b) 8,221 6,878 Cash proceeds from common stock sold $ 256,501 $ 204,676 _________________ (a) Refer to Note 13. Credit Facilities and Convertible Notes, for further explanation of the approximately 1,923 shares disposed related to the repayment of the DDTL Facility. (b) The sale of approximately 8,221 shares of MSG Entertainment Class A common stock resulted in the cash proceeds from common stock sold. Executive Deferred Compensation Plan The Company holds other equity investments with readily determinable fair values in trust under the Company’s Executive Deferred Compensation Plan. The Company recorded unrealized gains of $307, $218, and $0, for the years ended June 30, 2024, 2023 and 2022, respectively, within Other income (expense), net to reflect the remeasurement of the fair value of assets under the Executive Deferred Compensation Plan. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net As of June 30, 2024 and 2023, property and equipment, net consisted of the following: As of June 30, 2024 2023 Land $ 44,279 $ 80,878 Buildings 2,261,150 69,049 Equipment, furniture and fixtures 1,163,361 159,786 Leasehold improvements 18,497 18,491 Construction in progress 4,142 3,066,785 Total property and equipment, gross 3,491,429 3,394,989 Less accumulated depreciation and amortization (333,009) (87,828) Total property and equipment, net $ 3,158,420 $ 3,307,161 The property and equipment balances above include $156,234 and $236,593 of capital expenditure accruals (primarily related to Sphere construction) as of June 30, 2024 and 2023, respectively, which are reflected in Accounts payable, accrued and other current liabilities in the accompanying consolidated balance sheets. During the first quarter of Fiscal Year 2024, the Company placed $3,130,028 of construction in progress assets into service with the opening of Sphere in Las Vegas and began depreciating them over their corresponding estimated useful lives. Depreciation expense on property and equipment was $252,706, $27,601 and $16,794 for Fiscal Years 2024, 2023 and 2022, respectively. On November 21, 2023, the Company announced that it was formally notified by the Mayor of London that its planning application for a Sphere venue in Stratford, London was not approved. In light of this decision, the Company no longer plans to allocate resources towards the development of a Sphere in the United Kingdom. In connection with this decision, the Company recorded an impairment charge of $116,541 on construction in progress and land assets reported within the Sphere segment during the second quarter of Fiscal Year 2024. This charge is recognized in Impairment and other (losses) gains, net within the consolidated statements of operations for Fiscal Year 2024. The fair value of the land was determined using an estimate of the assumed exit value from a market participant perspective. |
Original Immersive Production C
Original Immersive Production Content | 12 Months Ended |
Jun. 30, 2024 | |
Other Industries [Abstract] | |
Original Immersive Production Content | Original Immersive Production Content The Company’s deferred production content costs for its original immersive productions are included within Other non-current assets in the accompanying consolidated balance sheets. As of June 30, 2024 and 2023, total deferred immersive production content costs consisted of the following: As of June 30, June 30, Production content Released, less amortization $ 61,005 $ — In-process 32,076 61,421 Total production content $ 93,081 $ 61,421 The following table summarizes the Company’s amortization of production content costs, which is reported in Direct operating expenses in the accompanying consolidated statements of operations for the years ended June 30, 2024, 2023 and 2022 as follows: Years Ended June 30, 2024 2023 2022 Production content costs (a) $ 20,427 $ — $ — _________________ (a) For purposes of amortization and impairment, each deferred immersive production content cost is classified based on its predominant monetization strategy. The Company’s current original immersive productions are monetized individually. Refer to Note 2. Summary of Significant Accounting Policies, for further explanation of the monetization strategy. The Company’s annual amortization expense for released deferred immersive production content for each of the succeeding three fiscal years as of June 30, 2024 is as follows: As of June 30, 2024 Production content released Fiscal year ending June 30, 2025 $ 15,925 Fiscal year ending June 30, 2026 7,931 Fiscal year ending June 30, 2027 7,095 |
Leases
Leases | 12 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | Leases The following table summarizes the ROU assets and lease liabilities recorded on the Company’s consolidated balance sheets as of June 30, 2024 and 2023: As of June 30, June 30, ROU assets $ 106,468 $ 84,912 Lease liabilities: Operating leases, current 18,548 10,127 Operating leases, non-current 128,022 110,259 Total lease liabilities $ 146,570 $ 120,386 The following table summarizes the activity recorded within the Company’s consolidated statements of operations for Fiscal Years 2024, 2023 and 2022: Line Item in the Company’s Consolidated Statements of Operations Years Ended June 30, 2024 2023 2022 Operating lease cost Direct operating expenses $ 3,984 $ 1,676 $ 1,287 Operating lease cost Selling, general and administrative expenses 14,549 15,925 16,977 Variable lease cost Direct operating expenses 1,740 — — Variable lease cost Selling, general and administrative expenses 28 1 20 Total lease cost $ 20,301 $ 17,602 $ 18,284 The Company excluded its ground lease with a subsidiary of Venetian Venue Propco, LLC (“The Venetian”) associated with Sphere in Las Vegas from its ROU assets and lease liabilities balances as the ground lease will not have any fixed rent. If certain return objectives are achieved, The Venetian will receive 25% of the after-tax cash flow in excess of such objectives in the form of variable rent. The Venetian paid the Company $75,000 to help fund the construction costs, including the cost of a pedestrian bridge that links Sphere to The Venetian Expo. The 50-year fixed term commenced on July 14, 2023. Supplemental cash flow information related to operating leases is as follows: Years Ended June 30, 2024 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 19,000 $ 12,332 $ 14,400 Lease assets obtained in exchange for new lease obligations 33,900 6,435 43,834 For Fiscal Years 2024 and 2022, the Company received $5,833 and $17,697, respectively, of tenant incentives from a landlord for capital expenditures on behalf of the Company. There were no tenant incentives received in Fiscal Year 2023. Maturities of operating lease liabilities are as follows: As of June 30, 2024 Fiscal year ending June 30, 2025 $ 19,555 Fiscal year ending June 30, 2026 19,438 Fiscal year ending June 30, 2027 15,866 Fiscal year ending June 30, 2028 16,020 Fiscal year ending June 30, 2029 16,574 Thereafter 118,613 Total lease payments 206,066 Less imputed interest 59,496 Total lease liabilities $ 146,570 The weighted average remaining lease term and weighted average discount rate for our operating leases as of June 30, 2024 and 2023 were as follows: As of June 30, June 30, Weighted average remaining lease term (in years) 11.4 12.1 Weighted average discount rate 5.89 % 5.38 % As of June 30, 2024, the Company’s existing operating leases, which are recorded on the accompanying financial statements, have remaining lease terms ranging from 0.2 years to 17.6 years. Lessor Arrangements The Company has sublease arrangements for office and storage spaces where the operating lease revenue is recognized on a straight-line basis over the lease term. The following table summarizes the Company’s sublease revenues for Fiscal Years 2024, 2023 and 2022: Years Ended June 30, 2024 2023 2022 Sublease arrangements $ 3,028 $ 2,610 $ 1,900 The maturities of operating lease cash flows to be received on an undiscounted basis for non-cancelable subleases are as follows: As of June 30, 2024 Fiscal year ending June 30, 2025 $ 2,813 Fiscal year ending June 30, 2026 2,084 Total future minimum receipts $ 4,897 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill And Intangible Assets | Goodwill and Intangible Assets The carrying amounts and activity of goodwill from June 30, 2022 through June 30, 2024 were as follows: Sphere MSG Networks Total Balance as of June 30, 2022 $ 32,299 $ 424,508 $ 456,807 Activity — — — Balance as of June 30, 2023 $ 32,299 $ 424,508 $ 456,807 Activity 13,345 — 13,345 Balance as of June 30, 2024 $ 45,644 $ 424,508 $ 470,152 During the first quarter of Fiscal Years 2024 and 2023, the Company performed its annual impairment tests of goodwill and determined that there were no impairments identified as of the impairment test date. The Sphere segment’s goodwill carrying amount increased by $13,345 during Fiscal Year 2024 due to the acquisition of Holoplot, refer to Note 7. Investments for further details. The MSG Networks segment (and reporting unit) had a negative carrying amount of net assets as of June 30, 2024 and 2023. For periods prior to the MSGE Distribution, Sphere was included with the MSGE Entertainment business in a combined segment and reporting unit. In connection with the MSGE Distribution, the goodwill balance associated with this reporting unit was allocated between Sphere and MSG Entertainment discontinued operations based upon a relative fair value approach, resulting in $32,299 of goodwill attributed to Sphere. The Company’s intangible assets subject to amortization as of June 30, 2024 and 2023 were as follows: As of June 30, June 30, Gross carrying amount Accumulated amortization Intangible assets, net Gross carrying amount Accumulated amortization Intangible assets, net Affiliate relationships $ 83,044 $ (68,249) $ 14,795 $ 83,044 $ (65,134) $ 17,910 Technology 15,508 (520) 14,988 — — — Trade name 2,032 (68) 1,964 — — — Other 278 (85) 193 — — — Total $ 100,862 $ (68,922) $ 31,940 $ 83,044 $ (65,134) $ 17,910 Amortization expense for intangible assets was $3,788, $3,115, and $5,768 for Fiscal Years 2024, 2023 and 2022, respectively. The Company recognized $17,818 of intangible assets subject to amortization during Fiscal Year 2024 as a result of the acquisition of Holoplot. The weighted-average remaining useful life for the intangible assets acquired is 4.8 years, refer to Note 7. Investments for further details. The Company’s annual amortization expense for existing intangible assets subject to amortization for each of the succeeding five fiscal years is as follows: For the years ending June 30, 2025 2026 2027 2028 2029 Estimated amortization expense $ (6,813) $ (6,623) $ (6,623) $ (6,623) $ (5,258) |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments As of June 30, 2024, commitments of the Company in the normal course of business in excess of one year are as follows: Commitments June 30, 2025 June 30, 2026 June 30, 2027 June 30, 2028 June 30, 2029 Thereafter Total Sphere Event-related commitments $ 45,575 $ 7,043 $ 5,118 $ 1,500 $ — $ — $ 59,236 Letter of credit 892 — — — — — 892 Other 2,000 2,000 1,333 — — — 5,333 Total Sphere Commitments $ 48,467 $ 9,043 $ 6,451 $ 1,500 $ — $ — $ 65,461 MSG Networks Broadcast rights $ 267,186 $ 274,241 $ 271,350 $ 270,897 $ 255,244 $ 1,563,979 $ 2,902,897 Purchase commitments 9,452 5,103 2,633 258 — — 17,446 Talent commitments 613 613 — — — — 1,226 Total MSG Networks Commitments $ 277,251 $ 279,957 $ 273,983 $ 271,155 $ 255,244 $ 1,563,979 $ 2,921,569 Total Commitments $ 325,718 $ 289,000 $ 280,434 $ 272,655 $ 255,244 $ 1,563,979 $ 2,987,030 See Note 10. Leases for more information regarding the Company’s contractually obligated minimum lease payments for operating leases having an initial noncancelable term in excess of one year for the Company’s venues. These commitments are presented exclusive of the imputed interest used to reflect the payment’s present value. See Note 13. Credit Facilities and Convertible Notes for more information regarding the principal repayments required under the MSG Networks Term Loan, LV Sphere Term Loan Facility and 3.50% Convertible Senior Notes . Legal Matters Fifteen complaints were filed in connection with the Networks 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 Networks 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 Networks Merger. Six complaints involved allegations of fiduciary breaches in connection with the negotiation and approval of the Networks Merger and were 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 named the Company as only a nominal defendant, retained all of the derivative claims and alleged that the members of the board of directors and controlling stockholders violated their fiduciary duties in the course of negotiating and approving the Networks Merger. Plaintiffs sought, among other relief, an award of damages to the Company including interest, and plaintiffs’ attorneys’ fees. Pursuant to the indemnity rights in its bylaws and Delaware law, the Company advanced the costs incurred by defendants in this action, and defendants 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, without admitting liability, on the terms and conditions set forth in a binding term sheet, which was incorporated into a long-form settlement agreement (the “MSGE Settlement Agreement”) that was filed with the Court on April 20, 2023. The MSGE Settlement Agreement provided for, among other things, the final dismissal of the MSG Entertainment Litigation in exchange for a settlement payment to the Company of approximately $85,000, subject to customary reduction for attorneys’ fees and expenses, in an amount to be determined by the Court. The settlement’s amount was fully funded by the other defendants’ insurers. The MSGE Settlement Agreement was approved by the Court on August 14, 2023, which constituted the final judgment in the action. A realized gain of approximately $62,600 was recognized in Other income (expense), net on the consolidated statements of operations in connection with the settlement payment to the Company. On September 27, 2021, the Court entered an order consolidating four complaints filed by purported former 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 asserted 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 Networks Merger. Plaintiffs alleged that the MSG Networks Inc. board of directors and controlling stockholders breached their fiduciary duties in negotiating and approving the Networks Merger. The Company was not named as a defendant but was subpoenaed to produce documents and testimony related to the Networks Merger. Plaintiffs sought, among other relief, monetary damages for the putative class and plaintiffs’ attorneys’ fees. Pursuant to the indemnity rights in its bylaws and Delaware law, the Company advanced the costs incurred by defendants in this action, and defendants 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, which was incorporated into a long-form settlement agreement (the “MSGN Settlement Agreement”) that was filed with the Court on May 18, 2023. The MSGN Settlement Agreement provided 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 approximately $48,500, of which approximately $28,000 has been paid by the Company and $20,500 has been paid to the plaintiffs by insurers (who agreed to advance these costs subject to final resolution of the parties’ insurance coverage dispute). The MSGN Settlement Agreement was approved by the Court on August 14, 2023, which constituted the final judgment in the action. MSG Networks Inc. has a dispute with its insurers over whether and to what extent there is insurance coverage for the settlement (and has settled with one of the insurers). As of June 30, 2024, approximately $18,000 has been accrued for by the Company in Accounts payable, accrued and other current liabilities (reduced from $20,500 accrued as of March 31, 2024 in connection with the aforementioned settlement). Unless MSG Networks Inc. and the remaining insurers settle that insurance dispute, it is expected to be finally resolved in a pending Delaware insurance coverage action. 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 and Convertib
Credit Facilities and Convertible Notes | 12 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Credit Facilities and Convertible Notes | Credit Facilities and Convertible Notes The following table summarizes the presentation of the outstanding balances under the Company’s credit agreements and convertible notes as of June 30, 2024 and 2023: As of June 30, 2024 June 30, 2023 Principal Unamortized Deferred Financing Costs Net Principal Unamortized Deferred Financing Costs Net Current portion MSG Networks Term Loan $ 849,750 $ (313) $ 849,437 $ 82,500 $ — $ 82,500 Current portion of long-term debt, net $ 849,750 $ (313) $ 849,437 $ 82,500 $ — $ 82,500 As of June 30, 2024 June 30, 2023 Principal Debt Discount Unamortized Deferred Financing Costs Net Principal Debt Discount Unamortized Deferred Financing Costs Net Non-current portion MSG Networks Term Loan $ — $ — $ — $ — $ 849,750 $ — $ (1,483) $ 848,267 LV Sphere Term Loan Facility 275,000 — (3,788) 271,212 275,000 — (4,880) 270,120 3.50% Convertible Senior Notes 258,750 (6,314) (913) 251,523 — — — — Long-term debt, net $ 533,750 $ (6,314) $ (4,701) $ 522,735 $ 1,124,750 $ — $ (6,363) $ 1,118,387 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 June 30, 2024, 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 fr om 0.25% to 1.25% per annum (determined based on a total net leverage ratio), or (ii) adjusted Term SOFR (i.e., Term SOFR plus 0.10%) plus an additional rate ranging from 1.25% to 2.25% per annum (determined based on a total leverage ratio) . 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 ad ditional 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% (d etermined 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 June 30, 2024 was 7.44%. 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. As of June 30, 2024, the total leverage ratio was 5.10:1.00. 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 June 30, 2024, the interest coverage ratio was 2.25:1.00. All borrowings under the MSGN Credit Agreement are subject to the satisfaction of customary conditions, including absence of a default and accuracy of representations and warranties. As of June 30, 2024, 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 MSGN Holdings Entities and the equity interests in each MSGN Subsidiary Guarantor held directly or indirectly by MSGN L.P. 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 (as amended, 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 June 30, 2024 wa s 9.80%. 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 began testing in the fiscal quarter ended December 31, 2023 on a historical basis and on a prospective basis. Both the historical and prospective debt service coverage ratios are required to be at least 1.35:1.00. As of June 30, 2024, the historical and prospective debt service coverage ratios were 8.36:1.00 and 13.04:1.00, respectively. 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 1.50:1.00. The minimum liquidity level for Sphere Entertainment Group is set at $50,000, with $25,000 required to be held in cash or cash equivalents, and is tested as of the last day of each fiscal quarter based on Sphere Entertainment Group’s unencumbered liquidity, consisting of cash and cash equivalents and available lines of credit, as of such date. 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) make investments, loans or advances in or to other persons; (iii) pay dividends and distributions (which will restrict the ability of MSG LV to make cash distributions to the Company); (iv) change its lines of business; (v) engage in certain transactions with affiliates; (vi) amend organizational documents; (vii) merge or consolidate; and (viii) 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, and a pledge of all of the equity interests held directly by Sphere Entertainment Group in MSG LV. Delayed Draw Term Loan Facility On April 20, 2023, the Company entered into the DDTL Facility with MSG Entertainment Holdings, LLC (“MSG Entertainment Holdings”). Pursuant to the DDTL Facility, MSG Entertainment Holdings 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 Distribution. On July 14, 2023, the Company drew down the full amount of the $65,000 under the DDTL Facility. On August 9, 2023, the Company repaid all amounts outstanding under the DDTL Facility (including accrued interest and commitment fees) by delivering to MSG Entertainment Holdings approximately 1,923 shares of MSG Entertainment Class A common stock. 3.50% Convertible Senior Notes On December 8, 2023, the Company completed a private unregistered offering (the “Offering”) of $258,750 in aggregate principal amount of its 3.50% Convertible Senior Notes due 2028 (the “3.50% Convertible Senior Notes”), which amount includes the full exercise of the initial purchasers’ option to purchase additional 3.50% Convertible Senior Notes. The Company used $14,309 of the net proceeds from the Offering to fund the cost of entering into the capped call transactions described below, with the remaining net proceeds from the Offering designated for general corporate purposes, including capital for Sphere-related growth initiatives. The capped call transactions met all of the applicable criteria for equity classification in accordance with ASC Subtopic 815-10-15-74(a), “ Derivatives and Hedging—Embedded Derivatives—Certain Contracts Involving an Entity’s Own Equity ,” and were recorded as a reduction to Equity on the Company’s consolidated statements of stockholder’s equity and consolidated balance sheets. On December 8, 2023, the Company entered into an Indenture (the “Indenture”) with U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), relating to the 3.50% Convertible Senior Notes. The 3.50% Convertible Senior Notes constitute a senior general unsecured obligation of the Company. The 3.50% Convertible Senior Notes bear interest at a rate of 3.50% per year, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2024. The 3.50% Convertible Senior Notes will mature on December 1, 2028, unless earlier redeemed, repurchased or converted. Subject to the terms of the Indenture, the 3.50% Convertible Senior Notes may be converted at an initial conversion rate of 28.1591 shares of Class A Common Stock per $1,000 principal amount of 3.50% Convertible Senior Notes (equivalent to an initial conversion price of approximately $35.51 per share of Class A Common Stock). Upon conversion of the 3.50% Convertible Senior Notes, the Company will pay or deliver, as the case may be, cash, shares of Class A Common Stock or a combination of cash and shares of Class A Common Stock, at the Company’s election, in accordance with the Indenture. Holders of the 3.50% Convertible Senior Notes may convert their 3.50% Convertible Senior Notes at their option at any time on or after September 1, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date. Holders of the 3.50% Convertible Senior Notes will also have the right to convert the 3.50% Convertible Senior Notes prior to September 1, 2028, but only upon the occurrence of specified events described in the Indenture. The conversion rate is subject to anti-dilution adjustments if certain events occur. Prior to December 6, 2026, the 3.50% Convertible Senior Notes will not be redeemable. On or after December 6, 2026, the Company may redeem for cash all or part of the 3.50% Convertible Senior Notes (subject to certain exceptions), at its option, if the last reported sale price of the Class A Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any period of 30 consecutive trading days (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 3.50% Convertible Senior Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date. No sinking fund is provided for the 3.50% Convertible Senior Notes. If certain corporate events occur or the Company delivers a notice of redemption prior to the maturity date of the 3.50% Convertible Senior Notes, and a holder elects to convert its 3.50% Convertible Senior Notes in connection with such corporate event or notice of redemption, as the case may be, the Company will, under certain circumstances, increase the conversion rate for the 3.50% Convertible Senior Notes so surrendered for conversion by a number of additional shares of Class A Common Stock in accordance with the Indenture. No adjustment to the conversion rate will be made if the price paid or deemed to be paid per share of Class A Common Stock in such corporate event or redemption, as the case may be, is either less than $28.41 per share or exceeds $280.00 per share. If a specified “Fundamental Change” (as defined in the Indenture) occurs prior to the maturity date of the 3.50% Convertible Senior Notes, under certain circumstances each holder may require the Company to repurchase all or part of its 3.50% Convertible Senior Notes at a repurchase price equal to 100% of the principal amount, plus accrued and unpaid interest to, but not including, the repurchase date. Under the Indenture, the 3.50% Convertible Senior Notes may be accelerated upon the occurrence of certain events of default. In the case of an event of default with respect to the 3.50% Convertible Senior Notes arising from specified events of bankruptcy or insolvency of the Company, 100% of the principal of and accrued and unpaid interest on the 3.50% Convertible Senior Notes will automatically become due and payable. If any other event of default with respect to the 3.50% Convertible Senior Notes under the Indenture occurs or is continuing, the Trustee or holders of at least 25% in aggregate principal amount of the then outstanding 3.50% Convertible Senior Notes may declare the principal amount of the 3.50% Convertible Senior Notes to be immediately due and payable. On December 5, 2023, in connection with the pricing of the 3.50% Convertible Senior Notes, and on December 6, 2023, in connection with the exercise in full by the initial purchasers of their option to purchase additional 3.50% Convertible Senior Notes, the Company entered into capped call transactions with certain of the initial purchasers of the 3.50% Convertible Senior Notes or their respective affiliates and other financial institutions, pursuant to capped call confirmations. The capped call transactions are expected generally to reduce the potential dilution to the Class A Common Stock upon any conversion of the 3.50% Convertible Senior Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 3.50% Convertible Senior Notes, as the case may be, with such reduction and/or offset subject to a cap based on a cap price initially equal to approximately $42.62 per share (which represents a premium of approximately 50% over the last reported sale price of the Class A Common Stock of $28.41 per share on the NYSE on December 5, 2023), and is subject to certain adjustments under the terms of the capped call transactions. Debt Maturities Debt maturities over the next five years for the outstanding principal balance under the MSG Networks Credit Facilities, LV Sphere Term Loan Facility and 3.50% Convertible Senior Notes as of June 30, 2024 were as follows: MSG Networks Credit Facilities LV Sphere Term Loan Facility 3.50% Convertible Senior Notes Total Fiscal year ending June 30, 2025 $ 849,750 $ — — $ 849,750 Fiscal year ending June 30, 2026 — — — — Fiscal year ending June 30, 2027 — — — — Fiscal year ending June 30, 2028 — 275,000 — 275,000 Fiscal year ending June 30, 2029 — — 258,750 258,750 Thereafter — — — — Total debt $ 849,750 $ 275,000 $ 258,750 $ 1,383,500 Interest payments and loan principal repayments made by the Company under the credit agreements for Fiscal Years 2024, 2023 and 2022 were as follows: Interest Payments Loan Principal Repayments Years Ended June 30, Years Ended June 30, 2024 2023 2022 2024 2023 2022 MSG Networks Credit Facilities $ 68,297 $ 58,311 $ 19,173 $ 82,500 $ 66,000 $ 49,500 LV Sphere Term Loan Facility 26,894 12,825 — — — — Delayed Draw Term Loan Facility 460 — — 65,000 — — 3.50% Convertible Senior Notes 4,352 — — — — — Total Payments $ 100,003 $ 71,136 $ 19,173 $ 147,500 $ 66,000 $ 49,500 The carrying value and fair value of the Company’s debt reported in the accompanying consolidated balance sheets as of June 30, 2024 and 2023 were as follows: As of June 30, 2024 June 30, 2023 Carrying Value (a) Fair Carrying Value (a) Fair Liabilities: MSG Networks Credit Facilities $ 849,750 $ 845,501 $ 932,250 $ 927,589 LV Sphere Term Loan Facility 275,000 273,625 275,000 272,250 3.50% Convertible Senior Notes 252,436 316,296 — — Total debt $ 1,377,186 $ 1,435,422 $ 1,207,250 $ 1,199,839 _________________ (a) The total carrying value of the Company’s debt as of June 30, 2024 and 2023 is equal to the current and non-current principal payments for the Company’s debt, excluding unamortized deferred financing costs of $5,014 and $6,363, respectively. The Company’s debt is classified within Level II of the fair value hierarchy as it is valued using quoted indices of similar instruments for which the inputs are readily observable. |
Pension Plans and Other Postret
Pension Plans and Other Postretirement Benefit Plan | 12 Months Ended |
Jun. 30, 2024 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |
Pension Plans and Other Postretirement Benefit Plan | Pension Plans and Other Postretirement Benefit Plan Defined Benefit Pension Plans and Postretirement Benefit Plan Prior to the MSGE Distribution, the Company sponsored (i) a non-contributory, qualified cash balance retirement plan covering its non-union employees (the “Cash Balance Plan”), (ii) an unfunded non-contributory, non-qualified excess cash balance plan covering certain employees who participate in the underlying qualified plan (the “MSGE Excess Cash Balance Plan”), (iii) an unfunded non-contributory, non-qualified excess balance plan covering certain employees who participate in the underlying qualified plan (the “Networks Excess Cash Balance Plan”), (iv) an unfunded non-contributory, non-qualified benefit pension plan for the benefit of certain employees who participated in a frozen non-contributory qualified defined benefit plan, which became part of the Cash Balance Plan on March 1, 2011 (the “MSGE Excess Retirement Plan”), (v) an unfunded non-contributory, non-qualified benefit pension plan for the benefit of certain employees who participated in a frozen non-contributory qualified defined benefit plan, which became part of the Cash Balance Plan on March 1, 2022 (the “Networks Excess Retirement Plan”), (vi) a non-contributory, qualified defined benefit pension plan covering certain of the Company’s union employees (the “Union Plan”), and (vii) a non-contributory, qualified defined benefit pension plan covering certain of its union employees (the “Networks 1212 Plan”). The Cash Balance Plan was amended to freeze participation and future benefit accruals. Therefore, since December 31, 2015, no new participants have been able to participate in the Cash Balance Plan and the Excess Cash Balance Plan and no further annual pay credits will be made for any future year. Existing account balances under the Cash Balance Plan and the Excess Cash Balance Plan will continue to be credited with monthly interest in accordance with the terms of the plans. As of December 31, 2007, the MSGE Excess Retirement Plan was amended to freeze all benefits earned through December 31, 2007, and to eliminate the ability of participants to earn benefits for future service under the MSGE Excess Retirement Plan. The sponsorship of the Cash Balance Plan, the MSGE Excess Cash Balance Plan, the MSGE Excess Retirement Plan and the Union Plan was transferred from the Company to MSG Entertainment in connection with the MSGE Distribution. In addition, certain assets, if any, and liabilities associated with the Cash Balance Plan, the MSGE Excess Cash Balance Plan, the MSGE Excess Retirement plan and the Union Plan were also transferred from the Company to MSG Entertainment in connection with the MSGE Distribution. After the MSGE Distribution, the Company continues to sponsor the Networks 1212 Plan, Networks Excess Cash Balance Plan, and the Networks Excess Retirement Plan (together, the “Networks Plans”). In connection with the MSGE Distribution, the Company established an unfunded non-contributory, non-qualified frozen excess cash balance plan covering certain employees who participated in the Cash Balance Plan (the “Sphere Excess Plan”). The Networks Plans and Sphere Excess Plans are collectively referred to as the “Pension Plans.” Prior to the MSGE Distribution, the Company sponsored two contributory welfare plans which provided certain postretirement healthcare benefits to certain employees hired prior to January 1, 2001. The sponsorship of the postretirement plan covering Networks employees was retained by the Company (the “Postretirement Plan”) while the postretirement plan covering MSGE employees was transferred to MSG Entertainment in connection with MSGE Distribution. In addition, the liabilities associated with the postretirement plan for MSGE employees were transferred from the Company to MSG Entertainment in connection with the MSGE Distribution. The following table summarizes the projected benefit obligations, assets, funded status and the amounts recorded on the Company’s consolidated balance sheets as of June 30, 2024 and 2023, associated with the Pension Plans and Postretirement Plan based upon actuarial valuations as of those measurement dates. Pension Plans Postretirement Plan June 30, June 30, 2024 2023 2024 2023 Change in benefit obligation: Benefit obligation at beginning of period $ 38,136 $ 39,683 $ 1,799 $ 1,598 Service cost 243 245 18 20 Interest cost 1,995 1,755 89 68 Actuarial (gain) loss (a) (262) (1,485) 60 292 Benefits paid (2,347) (2,153) (240) (179) Acquisitions — 141 — — Plan settlements paid — (50) — — Benefit obligation at end of period 37,765 38,136 1,726 1,799 Change in plan assets: Fair value of plan assets at beginning of period 17,976 18,756 — — Actual return on plan assets 351 (312) — — Employer contributions 500 500 — — Benefits paid (1,159) (968) — — Fair value of plan assets at end of period 17,668 17,976 — — Funded status at end of period $ (20,097) $ (20,160) $ (1,726) $ (1,799) _________________ (a) In Fiscal Years 2024 and 2023, the actuarial gains on the benefit obligations were primarily due to a net increase in discount and interest crediting rates. Amounts recognized in the consolidated balance sheets as of June 30, 2024 and 2023 consist of: Pension Plans Postretirement Plan June 30, June 30, 2024 2023 2024 2023 Current liabilities (included in Accounts payable, accrued, and other current liabilities) $ (1,414) $ (1,355) $ (205) $ (157) Non-current liabilities (included in Other non-current liabilities) (18,683) (18,805) (1,521) (1,642) $ (20,097) $ (20,160) $ (1,726) $ (1,799) Accumulated other comprehensive loss, before income tax, as of June 30, 2024 and 2023 consists of the following amounts that have not yet been recognized in net periodic benefit cost: Pension Plans Postretirement Plan June 30, June 30, 2024 2023 2024 2023 Actuarial (loss) gain $ (7,376) $ (7,249) $ 120 $ 203 The following table presents components of net periodic benefit cost for the Pension Plans and Postretirement Plan included in the accompanying consolidated statements of operations for Fiscal Years 2024, 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 income (expense), net. Pension Plans Postretirement Plan Years Ended June 30, Years Ended June 30, 2024 2023 2022 2024 2023 2022 Service cost $ 243 $ 245 $ 371 $ 18 $ 20 $ 27 Interest cost 1,995 1,755 1,048 89 68 31 Expected return on plan assets (970) (853) (858) — — — Recognized actuarial loss (gain) 335 358 585 (23) (69) (27) Settlement gain — (12) — — — — Net periodic benefit cost $ 1,603 $ 1,493 $ 1,146 $ 84 $ 19 $ 31 Other pre-tax changes in plan assets and benefit obligations recognized in other comprehensive (loss) income for Fiscal Years 2024, 2023 and 2022 are as follows: Pension Plans Postretirement Plan Years Ended June 30, Years Ended June 30, 2024 2023 2022 2024 2023 2022 Actuarial (loss) gain, net $ (463) $ 288 $ 3,318 $ (60) $ (292) $ 243 Recognized actuarial loss (gain) 335 358 585 (23) (69) (27) Settlement gain — (12) — — — — Total recognized in other comprehensive (loss) income $ (128) $ 634 $ 3,903 $ (83) $ (361) $ 216 Funded Status The accumulated benefit obligation for the pension plans aggregated to $37,587 and $37,842 at June 30, 2024 and 2023, respectively. As of June 30, 2024 and 2023, each of the pension plans had accumulated benefit obligations and projected benefit obligations in excess of plan assets. Pension Plans and Postretirement Plan Assumptions Weighted-average assumptions used to determine benefit obligations (made at the end of the period) as of June 30, 2024 and 2023 are as follows: Pension Plans Postretirement Plan June 30, June 30, 2024 2023 2024 2023 Discount rate 5.51 % 5.34 % 5.40 % 5.41 % Rate of compensation increase 3.00 % 3.00 % n/a n/a Interest crediting rate 4.55 % 3.77 % n/a n/a Healthcare cost trend rate assumed for next year n/a n/a 6.75 % 7.00 % Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) n/a n/a 5.00 % 5.00 % Year that the rate reaches the ultimate trend rate n/a n/a 2032 2032 Weighted-average assumptions used to determine net periodic benefit cost (made at the beginning of the period) for Fiscal Years 2024, 2023 and 2022 are as follows: Pension Plans Postretirement Plan Years Ended June 30, Years Ended June 30, 2024 2023 2022 2024 2023 2022 Discount rate - projected benefit obligation 5.33 % 4.81 % 1.36 % 5.41 % 4.66 % 2.25 % Discount rate - service cost 5.52 % 5.06 % 3.13 % 5.39 % 4.89 % 2.62 % Discount rate - interest cost 5.40 % 4.55 % 2.18 % 5.47 % 4.38 % 1.75 % Expected long-term return on plan assets 5.65 % 5.00 % 3.96 % n/a n/a n/a Rate of compensation increase 3.00 % 3.00 % 3.00 % n/a n/a n/a Interest crediting rate 4.55 % 3.77 % 2.76 % n/a n/a n/a Healthcare cost trend rate assumed for next year n/a n/a n/a 7.00 % 6.00 % 6.25 % Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) n/a n/a n/a 5.00 % 5.00 % 5.00 % Year that the rate reaches the ultimate trend rate n/a n/a n/a 2032 2027 2027 The discount rates were determined (based on the expected duration of the benefit payments for the plans) from the Willis Towers Watson U.S. Rate Link: 40-90 Discount Rate Model as of June 30, 2024 and 2023 to select a rate at which the Company believed the plans’ benefits could be effectively settled. This model was developed by examining the yields on selected highly rated corporate bonds. The expected long-term return on plan assets is based on a periodic review and modeling of the plans’ asset allocation structures over a long-term horizon. Expectations of returns for each asset class are the most important of the assumptions used in the review and modeling and are based on comprehensive reviews of historical data, forward-looking economic outlook, and economic/financial market theory. The expected long-term rate of return was selected from within the reasonable range of rates determined by (i) historical returns for the asset classes covered by the investment policy and (ii) projections of returns over the long-term period during which benefits are payable to plan participants. Plan Assets and Investment Policy The weighted-average asset allocation of the pension plan assets as of June 30, 2024 and 2023 was as follows: As of June 30, Asset Classes (a) : 2024 2023 Fixed income securities 72 % 75 % Cash equivalents 28 % 25 % 100 % 100 % _________________ (a) The Company’s target allocation for the assets of the Networks 1212 Plan is 100% fixed income securities as of June 30, 2024 and 2023. Investment allocation decisions have been made by the Company’s Investment and Benefits Committee. The Investment and Benefits Committee utilizes the services of an investment manager to actively manage the assets of the pension plans. The Company has established asset allocation targets and investment policies and guidelines with the investment manager. The investment manager takes into account expected long-term risks, returns, correlation, and other prudent investment assumptions when recommending asset classes and investment managers to the Company’s Investment and Benefits Committee. The investment manager also considers each applicable Pension Plans’ liabilities when making investment allocation recommendations. The majority of the Pension Plans’ assets are invested in fixed income securities. Investments at Estimated Fair Value The cumulative fair values of the individual plan assets at June 30, 2024 and 2023 by asset class are as follows: Fair Value Hierarchy As of June 30, 2024 2023 Money market fund (a) I $ 4,924 $ 4,533 Common collective trust (b) II 12,744 13,443 Total investments measured at fair value $ 17,668 $ 17,976 _________________ (a) Money market funds are classified within Level I of the fair value hierarchy as they are valued using observable inputs that reflect quoted prices for identical assets in active markets. (b) Common collective trust (CCT) is a non-exchange traded fund, classified within Level II of the fair value hierarchy at its net asset value (NAV) as reported by the Trustee. The NAV is based on the fair value of the underlying investments held by the fund which are based on quoted market prices less its liabilities. The CCT publishes daily NAV and use such value as the basis for current transactions. Contributions for Qualified Defined Benefit Pension Plans During Fiscal Year 2024, the Company contributed $500 to the Networks 1212 Plan. The Company expects to contribute $500 to the Networks 1212 Plan in Fiscal Year 2025. Estimated Future Benefit Payments The following table presents estimated future fiscal year benefit payments for the Pension Plans and Postretirement Plan: Pension Postretirement Fiscal year ending June 30, 2025 $ 2,753 $ 211 Fiscal year ending June 30, 2026 $ 2,980 $ 181 Fiscal year ending June 30, 2027 $ 3,069 $ 188 Fiscal year ending June 30, 2028 $ 3,015 $ 183 Fiscal year ending June 30, 2029 $ 3,127 $ 202 Fiscal years ending June 30, 2030 – 2034 $ 15,184 $ 915 Defined Contribution Plan The Company sponsors the MSGN Holdings, L.P. Excess Savings Plan and the Sphere Entertainment Excess Savings Plan. The Company also participates in the Madison Square Garden 401(k) Savings Plan (the “401(k) Plan”). For Fiscal Years 2024, 2023 and 2022, expenses related to the Savings Plans that are included in the accompanying consolidated statements of operations were $6,376, $7,421 and $5,778, respectively. Multiemployer Plans The Company contributes to a number of multiemployer defined benefit pension plans, multiemployer defined contribution plans, and multiemployer health and welfare plans that provide benefits to retired union-represented employees under the terms of collective bargaining agreements (“CBAs”). Multiemployer Defined Benefit Pension Plans The multiemployer defined benefit pension plans to which the Company contributes generally provide for retirement and death benefits for eligible union-represented employees based on specific eligibility/participant requirements, vesting periods and benefit formulas. The risks to the Company of participating in these multiemployer defined benefit pension plans are different from single-employer defined benefit pension plans in the following aspects: • Assets contributed to a multiemployer defined benefit pension plan by one employer may be used to provide benefits to employees of other participating employers. • If a participating employer stops contributing to a multiemployer defined benefit pension plan, the unfunded obligations of the plan may be borne by the remaining participating employers. • If the Company chooses to stop participating in some of these multiemployer defined benefit pension plans, the Company may be required to pay those plans an amount based on the Company’s proportion of the underfunded status of the plan, referred to as a withdrawal liability. However, cessation of participation in a multiemployer defined benefit pension plan and subsequent payment of any withdrawal liability is subject to the collective bargaining process. The Company was not listed in any of the multiemployer plans’ 5500’s as providing more than 5% of the total contributions. There were no multiemployer defined benefit pension plans, to which the Company contributes, that were in a redzone (which are plans that are generally less than 65% funded) for the most recent Pension Protection Act zone status available as of June 30, 2024. The Company contributed $1,134, $677 and $389 for Fiscal Years 2024, 2023 and 2022, respectively, for multiemployer defined benefit pension plans. Multiemployer Defined Contribution Plans The Company contributed $250, $142 and $152 for Fiscal Years 2024, 2023 and 2022, respectively, to multiemployer defined contribution plans. Executive Deferred Compensation Plan The Company sponsors the Sphere Entertainment Corp. Executive Deferred Compensation Plan (the “Deferred Compensation Plan”), for the purpose of permitting a select group of highly-compensated employees to defer the employee’s annual base salary and bonus into the Deferred Compensation Plan with returns on such deferrals tracking the performance of certain investments. Following the MSGE Distribution accounts attributable to the Company’s current employees were transferred from a deferred compensation plan sponsored by MSG Entertainment to the Deferred Compensation Plan. Amounts deferred and invested by employees under the Deferred Compensation Plan are placed in an irrevocable trust established by the Company and all assets of the trust are subject to the creditors of the Company in the event of insolvency. In accordance with ASC Topic 710, Compensation – General (“ASC Topic 710”), the assets of the trust are consolidated with the accounts of the Company and are recognized in the Company’s consolidated balance sheets. In accordance with ASC Topic 710, the Company remeasures the deferred compensation liability, with a charge (or credit) to compensation cost in the Company’s consolidated statements of operations, to reflect changes in the fair value of the assets owed to the participants of the Deferred Compensation Plan. The Company remeasures the fair value of the assets held in trust in accordance with ASC Topic 321, Investments – Equity Securities , and recognizes unrealized gains and losses in Other income (expense), net in the Company’s consolidated statements of operations. The Company recorded compensation expense (compensation cost credits) of $307, and $218, for the year ended June 30, 2024 and 2023, respectively, within Selling, general and administrative expenses to reflect the remeasurement of the Deferred Compensation Plan liability. In addition, the Company recorded gains/(losses) Amounts recognized in the consolidated balance sheets as of June 30, 2024 and 2023 related to the Deferred Compensation Plan consist of: June 30, June 30, Non-current assets (included in Investments) $ 2,925 $ 1,087 Non-current liabilities (included in Other non-current liabilities) $ (2,936) $ (1,087) |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement, Disclosure [Abstract] | |
Share-based Compensation | Share-based Compensation Share-based Compensation Expense The Company has three share-based compensation plans: the 2020 Employee Stock Plan (as amended, the “Employee Stock Plan”), the 2020 Stock Plan for Non-Employee Directors (as amended, the “Non-Employee Director Plan”) and the MSG Networks Inc. 2010 Employee Stock Plan (as amended, the “MSG Networks Employee Stock Plan”). Share-based compensation expense is generally recognized straight-line over the vesting term of the award, which typically provides for three-year cliff or graded vesting subject to continued employment. For awards that provide for graded vesting and are subject to performance conditions, in addition to continued employment, the Company uses the graded-vesting method to recognize share-based compensation expense. Share-based compensation expense for the Company’s restricted stock units (“RSUs”), performance stock units (“PSUs”), stock options and/or cash-settled stock appreciation rights (“SARs”) are recognized in the consolidated statements of operations as a component of direct operating expenses or selling, general and administrative expenses. In connection with the MSGE Distribution, pursuant to the terms of the incentive plans and applicable award agreements, (i) each holder of an employee RSU and PSU received one MSG Entertainment RSU or PSU in respect of every one Company RSU or PSU owned on the Record Date and continues to be entitled to one share of the Company’s Class A Common Stock for each Company RSU or PSU in accordance with the existing award agreement, (ii) one share of MSG Entertainment Class A Common Stock was issued under the MSG Entertainment Non-Employee Director Plan in respect of every one RSU outstanding under the Company’s 2020 Stock Plan for Non-Employee Directors, which remain outstanding and continue to be entitled to a share of the Company’s Class A Common Stock in accordance with the existing award agreement, and (iii) each option to purchase the Company’s Class A Common Stock became two options: one option to acquire MSG Entertainment Class A Common Stock and one option to acquire the Company’s Class A Common Stock. The existing exercise price was allocated between the Company’s options and the new MSG Entertainment options based upon the weighted average price of each of our Class A Common Stock and MSG Entertainment Class A Common Stock over the ten trading days immediately following the MSGE Distribution as reported by Bloomberg, and the underlying share amount was consistent with the one-to-one distribution ratio in the MSGE Distribution. Other than the split of the options and the allocation of the existing exercise price, there were no additional adjustments to existing options in connection with the MSGE Distribution. The Company’s RSUs/PSUs and/or stock options held by individuals who are solely employees of MSG Sports or MSG Entertainment are not expensed by the Company; however, such RSUs/PSUs and/or stock options do have a dilutive effect on earnings (loss) per share available to the Company’s common stockholders. The following table summarizes the Company’s share-based compensation expense for Fiscal Years 2024, 2023 and 2022: Fiscal Year Ended June 30, 2024 2023 2022 Share-based compensation (a) $ 47,382 $ 42,607 $ 56,760 _________________ (a) Share-based compensation excludes costs that have been capitalized of $2,193, $3,642 , and $2,979 for Fiscal Years 2024, 2023 and 2022, respectively. For Fiscal Years 2024, 2023 and 2022, share-based compensation also excludes costs of $1,166, $8,118, and $4,254, respectively, that have been reclassified to Restructuring charges in the consolidated statements of operations, as detailed in Note 5., Restructuring Charges. RSU and PSU Award Activity The following table summarizes activity related to the Company’s RSUs and PSUs, held by the Company, MSG Sports and MSG Entertainment employees for Fiscal Year 2024: Number of Weighted-Average RSUs PSUs Unvested award balance as of June 30, 2023 1,140 1,179 $ 63.74 Granted 626 439 $ 36.94 Vested (a) (660) (338) $ 37.48 Forfeited (68) (85) $ 31.99 Unvested award balance as of June 30, 2024 1,038 1,195 $ 64.90 _________________ (a) The fair value of RSUs and PSUs that vested and were distributed during Fiscal Year 2024 was $45,263. Upon delivery, RSUs and PSUs granted under the Employee Stock Plan and the MSG Networks Employee Stock Plan were net share-settled to cover the required statutory tax withholding obligations. To fulfill the employees’ statutory minimum tax withholding obligations for the applicable income and other employment taxes, 431 awards, with an aggregate value of $15,996 were retained by the Company during Fiscal Year 2024. As of June 30, 2024, there was $88,753 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 2.1 years. Additionally, there was no unrecognized compensation cost related to unvested stock options held by the Company’s employees. The following table summarizes additional information about RSUs and PSUs: Years Ended June 30, 2024 2023 2022 Weighted average grant date fair value per share of awards granted $ 36.94 $ 50.81 $ 79.34 Fair value of awards vested $ 45,263 $ 42,467 $ 39,530 Stock Options Award Activity Compensation expense for the Company’s existing stock options is determined based on the grant date fair value of the award calculated using the Black-Scholes options-pricing model. Stock options generally cliff-vest after a three year service period and expire 7.5 to 10 years from the date of grant. The following table summarizes activity related to the Company’s stock options for Fiscal Year 2024: Number of Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value Balance as of June 30, 2023 724 $ 48.03 Options granted during Fiscal Year 2024 3,819 $ 46.17 Options exercised during Fiscal Year 2024 (184) $ 48.06 Options forfeited during Fiscal Year 2024 (432) $ 46.17 Balance as of June 30, 2024 3,927 $ 51.51 8.32 $ 497 Exercisable as of June 30, 2024 540 $ 48.08 2.06 $ 497 Effective as of the 2020 Entertainment Distribution, the Company adopted two share-based compensation plans: the 2020 Employee Stock Plan (the “Employee Stock Plan”) and the 2020 Stock Plan for Non-Employee Directors (the “Non-Employee Director Plan”). Under the Employee Stock Plan, the Company is authorized to grant incentive stock options, non-qualified stock options, restricted shares, RSUs, stock appreciation rights and other equity-based awards. The Company may grant awards for up to 4,500 shares of Class A Common Stock (subject to certain adjustments). Options and stock appreciation rights under the Employee Stock Plan must be granted with an exercise price of not less than the fair market value of a share of Class A Common Stock on the date of grant and must expire no later than 10 years from the date of grant (or up to one Under the Non-Employee Director Plan, the Company is authorized to grant non-qualified stock options, RSUs, restricted shares, stock appreciation rights and other equity-based awards. The Company may grant awards for up to 250 shares of Class A Common Stock (subject to certain adjustments). Options under the Non-Employee Director Plan must be granted with an exercise price of not less than the fair market value of a share of Class A Common Stock on the date of grant and must expire no later than 10 years from the date of grant (or up to one additional year in the case of the death of a holder). The terms and conditions of awards granted under the Non-Employee Director Plan, including vesting and exercisability, were determined by the Compensation Committee. Unless otherwise provided in an applicable award agreement, options granted under this plan will be fully vested and exercisable upon the date of grant. Unless otherwise provided in an applicable award agreement, RSUs granted under this plan will be fully vested upon the date of grant and will settle in shares of Class A Common Stock (either from treasury or with newly issued shares), or, at the option of the Compensation Committee, in cash, on the first business day after ninety days from the date the director incurs a separation from service or, if earlier, upon the director’s death. SARs Award Activity Compensation expense for the Company’s SARs is determined based on mark-to-market valuation of the awards calculated using the Black-Scholes options-pricing model. SARs generally cliff-vest after a three year service period. The following table summarizes activity related to the Company’s SARs for Fiscal Year 2024: Number of Weighted-Average Price Weighted-Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value Balance as of June 30, 2023 — $ — SARs granted during Fiscal Year 2024 188 $ 46.17 Balance as of June 30, 2024 188 $ 46.17 2.31 $ — Exercisable as of June 30, 2024 — $ — |
Equity
Equity | 12 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity Note [Abstract] | |
Equity | Equity 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. 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 table details the components of accumulated other comprehensive loss: Pension Plans and Cumulative Translation Adjustments Accumulated Balance as of June 30, 2023 $ (5,138) $ 200 $ (4,938) Other comprehensive loss: Other comprehensive loss before reclassifications — (1,851) (1,851) Amounts reclassified from accumulated other comprehensive loss (a) (539) — (539) Income tax benefit 143 618 761 Other comprehensive loss, total (396) (1,233) (1,629) Balance as of June 30, 2024 $ (5,534) $ (1,033) $ (6,567) Pension Plans and Cumulative Translation Adjustments Accumulated Balance as of June 30, 2022 $ (40,287) $ (8,068) $ (48,355) Other comprehensive income: Other comprehensive income before reclassifications — 6,656 6,656 Amounts reclassified from accumulated other comprehensive loss (a) 1,755 — 1,755 Income tax expense (323) (1,212) (1,535) Other comprehensive income, total 1,432 5,444 6,876 Disposition of Tao Group Hospitality — 2,824 2,824 Distribution of MSG Entertainment 33,717 — 33,717 Balance as of June 30, 2023 $ (5,138) $ 200 $ (4,938) Pension Plans and Cumulative Translation Adjustments Accumulated Balance as of June 30, 2021 $ (45,425) $ 15,153 $ (30,272) Other comprehensive income (loss): Other comprehensive loss before reclassifications — (25,034) (25,034) Amounts reclassified from accumulated other comprehensive loss (a) 2,734 — 2,734 Income tax benefit 2,404 1,813 4,217 Other comprehensive income (loss), total 5,138 (23,221) (18,083) Balance as of June 30, 2022 $ (40,287) $ (8,068) $ (48,355) _________________ (a) Amounts reclassified from accumulated other comprehensive loss represent curtailments, settlement losses recognized, the amortization of net actuarial gain (loss) and net unrecognized prior service credit included in net periodic benefit cost, which is reflected under Other income (expense), net in the accompanying consolidated statements of operations (see Note 14. Pension Plans and Other Postretirement Benefit Plan). |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax benefit (expense) attributable to continuing operations is comprised of the following components: Years Ended June 30, 2024 2023 2022 Current benefit (expense): Federal $ 8,200 $ 1,389 $ 1,555 State and other (5,148) (4,672) 9,927 3,052 (3,283) 11,482 Deferred benefit (expense): Federal 93,322 (59,253) 17,665 State and other 39,218 (40,867) 683 132,540 (100,120) 18,348 Income tax benefit (expense) $ 135,592 $ (103,403) $ 29,830 The income tax benefit (expense) attributable to continuing operations differs from the amount derived by applying the statutory federal rate to pre-tax income (loss) principally due to the effect of the following items: Years Ended June 30, 2024 2023 2022 Federal tax benefit (expense) at statutory federal rate 75,648 (57,840) 35,213 State income taxes, net of federal benefit 13,337 (35,656) 3,970 Change in the estimated applicable tax rate used to determine deferred taxes 60,877 (1,286) 1,732 Change in valuation allowance (29,189) 2,053 2,200 Nondeductible officers’ compensation (5,554) (4,814) (12,759) Nondeductible expenses (1,564) (291) (172) Nontaxable gain on repayment of Term Loan 13,757 — — Return to provision 4,881 (672) — Excess tax benefit related to share-based payment awards 974 (4,678) (320) Other 2,425 (219) (34) Income tax benefit (expense) $ 135,592 $ (103,403) $ 29,830 The tax effects of temporary differences which give rise to significant portions of the deferred tax assets and liabilities at June 30, 2024 and 2023 are as follows: As of June 30, June 30, Deferred tax asset: Net operating loss (“NOL”) carryforwards $ 229,962 $ 26,684 Tax credit carryforwards 631 — Accrued employee benefits 27,601 27,349 Restricted stock units and stock options 6,897 9,231 Right-of-use lease assets and lease liabilities, net 10,309 11,040 Investments 7,941 — Accrued litigation 4,712 14,991 Other 12,956 3,694 Total deferred tax assets $ 301,009 $ 92,989 Less valuation allowance (29,219) (30) Net deferred tax assets $ 271,790 $ 92,959 Deferred tax liabilities: Intangible and other assets $ (232,923) $ (264,800) Property and equipment (235,676) (105,405) Prepaid expenses (2,913) (5,870) Deferred interest (25,447) (12,474) Other investments — (83,962) Total deferred tax liabilities $ (496,959) $ (472,511) Deferred tax liabilities, net $ (225,169) $ (379,552) In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company’s ability to realize its deferred tax assets depends upon the generation of sufficient future taxable income to allow for the utilization of its federal net operating loss carryforward and its future deductible temporary differences. As of June 30, 2024, based on current facts and circumstances, management believes that it is more likely than not that the Company will not realize its deferred tax assets related to foreign NOLs. The Company will continue to assess the realizability of its deferred tax assets on a quarterly basis. The federal NOL carryforward as of June 30, 2024 was approximately $927,000 and is carried forward indefinitely. Prior to the MSGE Distribution, the Company and MSG Entertainment entered into a Tax Disaffiliation Agreement (“TDA”) that governs the parties’ respective rights, responsibilities and obligations with respect to taxes and tax benefits. Under the TDA, the Company will generally be responsible for all U.S. federal, state, local and other applicable income taxes of the Company for any taxable period or portion of such period ending on or before the MSGE Distribution Date. The Company does not have any recorded tax benefit for uncertain tax positions as of June 30, 2024 and 2023. Income tax payments (refunds), net, were $18,649, $7,288 and $(1,014) for Fiscal Years 2024, 2023 and 2022, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions As of June 30, 2024, certain members of the Dolan family, including certain 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 6.5% of the Company’s outstanding Class A Common Stock (inclusive of options exercisable within 60 days of June 30, 2024). Such shares of Class A Common Stock and Class B Common Stock, collectively, represent approximately 72.3% of the aggregate voting power of Company’s outstanding common stock. Members of the Dolan family are also the controlling stockholders of MSG Entertainment, MSG Sports and AMC Networks Inc. (“AMC Networks”). Related Party Arrangements Following the MSGE Distribution The Company is party to the following agreements and/or arrangements with MSG Entertainment and MSG Sports, as applicable: • Media rights agreements with MSG Sports pursuant to which the Company has the exclusive live media rights to Knicks and Rangers games in their local markets; • MSGE TSA pursuant to which the Company receives certain services from MSG Entertainment, such as information technology, security, accounts payable, payroll, tax, certain legal functions, human resources, insurance and risk management, government affairs, investor relations, corporate communications, benefit plan administration and reporting, and internal audit functions as well as certain marketing functions, in exchange for service fees. The Company also provides certain services to MSG Entertainment, including studio and corporate technology services, in exchange for service fees; • Other agreements with MSG Entertainment entered into in connection with the MSGE Distribution, including a distribution agreement, a tax disaffiliation agreement, an employee matters agreement, a trademark license agreement and certain other arrangements; • Arrangements with (i) MSG Entertainment, pursuant to which MSG Entertainment provides certain sponsorship-related account management services to the Company in exchange for service fees, and (ii) MSG Sports, pursuant to which MSG Sports provides certain business operations services to the Company in exchange for service fees; • Arrangements with MSG Sports and MSG Entertainment pursuant to which the Company has certain sponsorship rights; • Arrangements with MSG Entertainment and MSG Sports, pursuant to which (i) the Company has the right to lease on a “time-sharing” basis certain aircraft to which the MSG Entertainment has access, (ii) the Company has the right to dry lease certain aircraft leased by MSG Sports and (iii) MSG Entertainment provides certain aircraft support services. The Company, MSG Entertainment, and MSG Sports have agreed to allocate expenses in connection with the use by each company (or their executives) of aircraft leased by MSG Entertainment and MSG Sports; and • Other agreements with MSG Sports entered into in connection with the 2020 Entertainment Distribution such as a distribution agreement, a tax disaffiliation agreement, an employee matters agreement, and certain other arrangements. Further, the Company shares certain executive support costs, including office space, executive assistants, security and transportation costs, for (i) the Company’s Executive Chairman and Chief Executive Officer with MSG Entertainment and MSG Sports, (ii) the Company’s Vice Chairman with MSG Entertainment, MSG Sports and AMC Networks and (iii) the Company’s Executive Vice President with MSG Sports and AMC Networks. Additionally, the Company, MSG Entertainment, MSG Sports and AMC Networks have agreed on an allocation of the costs of certain other aircraft, including helicopter, use by shared executives. In addition, the Company, through its MSG Networks segment, has also entered into various agreements with AMC Networks with respect to a number of ongoing commercial relationships. Prior to April 1, 2024, the Company was also party to arrangements with MSG Sports, pursuant to which MSG Sports provided certain sponsorship services to the Company in exchange for service fees. Following the MSGE Distribution, the Company was also party to the DDTL Facility with MSG Entertainment that provided for a $65,000 senior unsecured delayed draw term loan facility. The DDTL Facility was fully drawn on July 14, 2023, and on August 9, 2023, the Company repaid all amounts outstanding under the DDTL Facility (including accrued interest and commitment fees) using a portion of the MSGE Retained Interest. See Note 13. Credit Facilities and Convertible Notes for more information. From time to time the Company enters into arrangements with 605, LLC. Kristin Dolan, a director of the Company and the spouse of James L. Dolan, the Executive Chairman and Chief Executive Officer of the Company, founded and was the Chief Executive Officer of 605, an audience measurement and data analytics company in the media and entertainment industries, until February 2023. On September 13, 2023, 605 was sold to iSpot.tv, and James L. Dolan and Kristin A. Dolan now hold a minority interest in iSpot.tv. As a result, from and after September 13, 2023, 605 is no longer considered to be a related party. The Company has also entered into certain commercial agreements with its equity method investment nonconsolidated a ffiliates in connection with Sphere. For Fiscal Years 2024, 2023 and 2022 the Company recorded $8,311, $93,823, and $121,115 respectively, of capital expenditures in connection with services provided to the Company under these agreements. The Company recorded commission expense of $5,618 for the year ended June 30, 2024, and did not record any commission expense for the years ended June 30, 2023 and 2022, in connection with sponsorship sales services provided under certain of these arrangements. As of June 30, 2024, 2023 and 2022 accrued capital expenditures associated with related parties were $17,712, $13,412, and $25,028 respectively, and were reported in Accrued and other current liabilities in the accompanying consolidated balance sheets. As of June 30, 2024 prepaid expenses associated with related parties were $1,882 and were reported in Prepaid expenses and other current assets in the accompanying consolidated balance sheets. As of June 30, 2023 there were no prepaid expenses associated with related parties reported in the a ccompanying consolidated balance sheets. Related Party Arrangements Prior to the MSGE Distribution Following the MSGE Distribution, except as otherwise noted, the Company is no longer party to the arrangements described below. However, the amounts associated with such arrangements are reflected in the Company’s results of operations for the periods prior to the MSGE Distribution. The Company was party to a services agreement (the “MSG Sports Services Agreement”) pursuant to which the Company provided certain corporate and other services to MSG Sports, such as information technology, security, accounts payable, payroll, tax, certain legal functions, human resources, insurance and risk management, government affairs, investor relations, corporate communications, benefit plan administration and reporting, and internal audit functions as well as certain marketing functions, in exchange for service fees. MSG Sports also provided certain services to the Company, including certain legal functions, communications, ticket sales and certain operational and marketing services, in exchange for service fees. This agreement was assigned to MSG Entertainment. The Company also shared certain executive support costs, including office space, executive assistants, security and transportation costs, for (i) the Company’s Executive Chairman and Chief Executive Officer with MSG Sports and (ii) the Company’s Vice Chairman with MSG Sports and AMC Networks. Prior to April 1, 2022, the Company also shared costs for the Company’s former President with MSG Sports. Following the MSGE Distribution, the Company also shares these expenses with MSG Entertainment. See “ — Related Party Arrangements Following the MSGE Distribution .” The Company was a party to various aircraft arrangements, which were assigned to MSG Entertainment in connection with the MSGE Distribution. The Company was party to reciprocal time sharing/dry lease agreements with Charles F. Dolan and Sterling2k LLC (collectively, “CFD”), an entity owned and controlled by Deborah Dolan-Sweeney, the daughter of Charles F. Dolan and the sister of James L. Dolan, pursuant to which the Company had agreed from time to time to make its aircraft available to CFD and CFD had agreed from time to time to make their aircraft available to the Company. Pursuant to the terms of the agreements, CFD could lease on a non-exclusive, “time sharing” basis, certain Company aircraft. The Company was also party to a dry lease agreement and a time sharing agreement with Brighid Air, LLC (“Brighid Air”), a company owned and controlled by Patrick F. Dolan, the son of Charles F. Dolan and the brother of James L. Dolan, pursuant to which Brighid Air had agreed from time to time to make its Bombardier BD100-1A10 Challenger 350 aircraft (the “Challenger”) available to the Company on a non-exclusive basis. In connection with the dry lease agreement, the Company also entered into a Flight Crew Services Agreement (the “Flight Crew Agreement”) with Dolan Family Office, LLC (“DFO”), an entity owned and controlled by Charles F. Dolan, pursuant to which the Company could utilize pilots employed by DFO for purposes of flying the Challenger when the Company was leasing that aircraft under the Company’s dry lease agreement with Brighid Air. Pursuant to certain aircraft support services agreements (the “Support Agreements”), the Company provided certain aircraft support services to (i) Charles F. Dolan, a director, and certain of his children, including James L. Dolan, the Company’s Executive Chairman, Chief Executive Officer and a director, Deborah Dolan-Sweeney, Patrick F. Dolan, Marianne Dolan Weber (a director of the Company), and Kathleen M. Dolan, and (ii) an entity controlled by Patrick F. Dolan, the son of Charles F. Dolan and brother of James L. Dolan. Prior to December 21, 2021, the Company was also party to (i) a reciprocal time sharing/dry lease agreement with Quart 2C, LLC (“Q2C”), a company controlled by James L. Dolan and Kristin A. Dolan, his spouse and a director of the Company, pursuant to which the Company from time to time made its aircraft available to Q2C, and Q2C, from time to time made its aircraft available to the Company, and (ii) an aircraft support services agreement with an entity controlled by James L. Dolan, pursuant to which the Company provided certain aircraft support services. These agreements were no longer effective as of December 21, 2021. The Company and each of MSG Sports and AMC Networks were party to certain aircraft time sharing agreements, pursuant to which the Company had agreed from time to time to make aircraft available to MSG Sports and/or AMC Networks for lease on a “time sharing” basis. Additionally, the Company, MSG Sports and AMC Networks had agreed on an allocation of the costs of certain aircraft and helicopter use by their shared executives. In addition to the aircraft arrangements described above, certain executives of the Company were party to aircraft time sharing agreements, pursuant to which the Company had agreed from time to time to make certain aircraft available for lease on a “time sharing” basis for personal use in exchange for payment of actual expenses of the flight (as listed in the agreement). Revenues and Operating Expenses The following table summarizes the composition and amounts of the transactions with the Company’s related parties. The significant components of these amounts are discussed below. These amounts are reflected in revenues and operating expenses in the accompanying consolidated statements of operations for Fiscal Years 2024, 2023 and 2022: Years Ended June 30, 2024 2023 2022 Revenues $ 3,585 $ 2,079 $ 1,220 Operating (expenses) credits: Media rights fees $ (175,462) $ (172,581) $ (163,131) Cost reimbursement from MSG Sports - MSG Sports Services Agreement — 29,836 38,254 Corporate general and administrative expenses, net - MSGE TSA (a) (110,966) (27,494) — Origination, master control and technical services (5,079) (4,982) (4,880) Other operating expenses, net (b) (18,017) (261) (952) Total operating expenses, net (c) $ (309,524) $ (175,482) $ (130,709) _________________ (a) Included in the year ended June 30, 2024, Corporate general and administrative expenses, net - MSGE TSA is $3,363 related to Restructuring charges for employees who provided services to the Company under the MSGE TSA. (b) Other operating expenses, net, includes CPC commission expenses, reimbursements to MSG Entertainment for professional and payroll fees, and charges relating to aircraft arrangements described above. (c) Of the total operating (expenses) credits, net, $(182,051), $(206,804) and $(167,928) for Fiscal Years 2024, 2023 and 2022, respectively, are included in direct operating expenses in the accompanying consolidated statements of operations, and $(127,473), $31,322 and $37,219 for Fiscal Years 2024, 2023 and 2022, respectively, are included in selling, general and administrative expenses. |
Segment Information
Segment Information | 12 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information As of June 30, 2024 , the Company was comprised of two reportable segments: Sphere 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. The Company incurs non-capitalizable content development and technology costs associated with the Company’s Sphere business, which are reported in the Sphere segment. Sphere also includes other expenses such as (a) corporate and supporting department operating costs that are attributable to Sphere development, including charges under the MSGE TSA and (b) non-event related operating expenses such as (i) insurance, (ii) utilities, (iii) repairs and maintenance, (iv) labor related to the overall management of Sphere segment and (v) depreciation and amortization expense related to certain corporate property, equipment and leasehold improvements. 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) depreciation, amortization and impairments of property and equipment, goodwill and intangible assets, (ii) amortization for capitalized cloud computing arrangement costs, (iii) share-based compensation expense, (iv) restructuring charges or credits, (v) merger and acquisition-related costs, net of insurance recoveries, (vi) gains or losses on sales or dispositions of businesses and associated settlements, (vii) the impact of purchase accounting adjustments related to business acquisitions, and (viii) 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 the exclusion of share-based compensation expense or benefit allows investors to better track the performance 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 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 loss (income) 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 loss (income). 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. Year Ended June 30, 2024 Sphere MSG Networks Total Revenues $ 497,159 $ 529,730 $ 1,026,889 Direct operating expenses (205,307) (342,517) (547,824) Selling, general and administrative expenses (393,039) (39,814) (432,853) Depreciation and amortization (248,248) (8,246) (256,494) Impairment and other losses, net (121,473) — (121,473) Restructuring charges (9,476) (10) (9,486) Operating (loss) income (480,384) 139,143 (341,241) Interest income 25,687 Interest expense (79,868) Other income, net 35,197 Loss from operations before income taxes $ (360,225) Reconciliation of operating (loss) income to adjusted operating (loss) income: Operating (loss) income $ (480,384) $ 139,143 $ (341,241) Add back: Share-based compensation 40,514 6,330 46,844 Depreciation and amortization 248,248 8,246 256,494 Restructuring charges 9,476 10 9,486 Impairment and other losses, net 121,473 — 121,473 Merger and acquisition related costs, net of insurance recoveries (1,176) (11,542) (12,718) Amortization for capitalized cloud computing costs — 87 87 Remeasurement of deferred compensation plan liabilities 306 — 306 Adjusted operating (loss) income $ (61,543) $ 142,274 $ 80,731 Other information: Capital expenditures $ 259,642 $ 6,555 $ 266,197 Year Ended June 30, 2023 Sphere MSG Networks Total Revenues $ 2,610 $ 571,221 $ 573,831 Direct operating expenses (5,545) (336,666) (342,211) Selling, general and administrative expenses (325,660) (126,482) (452,142) Depreciation and amortization (24,048) (6,668) (30,716) Impairment and other gains (losses), net 6,229 (109) 6,120 Restructuring charges (23,136) (4,788) (27,924) Operating (loss) income (369,550) 96,508 (273,042) Interest income 11,585 Interest expense — Other income, net 536,887 Income from operations before income taxes $ 275,430 Reconciliation of operating (loss) income to adjusted operating (loss) income: Operating (loss) income $ (369,550) $ 96,508 $ (273,042) Add back: Share-based compensation 36,188 6,419 42,607 Depreciation and amortization 24,048 6,668 30,716 Restructuring charges 23,136 4,788 27,924 Impairment and other (gains) losses, net (6,229) 109 (6,120) Merger and acquisition related costs (189) 55,236 55,047 Amortization for capitalized cloud computing costs — 161 161 Remeasurement of deferred compensation plan liabilities 187 — 187 Adjusted operating (loss) income $ (292,409) $ 169,889 $ (122,520) Other information: Capital expenditures $ 1,025,700 $ 9,185 $ 1,034,885 Year Ended June 30, 2022 Sphere MSG Networks Total Revenues $ 1,900 $ 608,155 $ 610,055 Direct operating expenses — (320,278) (320,278) Selling, general and administrative expenses (293,664) (126,129) (419,793) Depreciation and amortization (13,168) (9,394) (22,562) Impairment and other gains 245 — 245 Restructuring charges (12,952) (452) (13,404) Operating (loss) income (317,639) 151,902 (165,737) Interest income 3,575 Interest expense — Other expense, net (5,518) Loss from operations before income taxes $ (167,680) Reconciliation of operating (loss) income to adjusted operating (loss) income: Operating (loss) income $ (317,639) $ 151,902 (165,737) Add back: Share-based compensation 39,668 17,092 56,760 Depreciation and amortization 13,168 9,394 22,562 Restructuring charges 12,952 452 13,404 Impairment and other gains (245) — (245) Merger and acquisition related costs 20,834 27,683 48,517 Amortization for capitalized cloud computing costs 95 176 271 Adjusted operating (loss) income $ (231,167) $ 206,699 $ (24,468) Other information: Capital expenditures $ 717,093 $ 3,673 $ 720,766 Accounts receivable, net on the accompanying consolidated balance sheets as of June 30, 2024 and 2023 included amounts due from the following individual customers, substantially derived from the MSG Networks segment, which accounted for the noted percentages of the gross balance: As of June 30, 2024 2023 Customer A 10 % 23 % Customer B 10 % 22 % Customer C N/A 17 % Revenues in the accompanying consolidated statements of operations for Fiscal Years 2024, 2023 and 2022 included amounts from the following individual customers, primarily derived from the MSG Networks segment, which accounted for the noted percentages of the total: Years Ended June 30, 2024 2023 2022 Customer 1 14 % 26 % 27 % Customer 2 13 % 26 % 26 % Customer 3 10 % 21 % 21 % As of June 30, 2024, the Company employed approximately 3,100 full-time and part-time employees, of which approximately 18% are subject to CBAs. Approximately 5% are subject to CBAs that expired as of June 30, 2024 and approximately 39% are subject to CBAs that will expire by June 30, 2025, if they are not extended prior thereto. |
Additional Financial Informatio
Additional Financial Information | 12 Months Ended |
Jun. 30, 2024 | |
Additional Financial Information [Abstract] | |
Additional Financial Information | Additional Financial Information The following table provides a summary of the amounts recorded as cash and cash equivalents, and restricted cash as of June 30, 2024 and 2023: As of June 30, 2024 2023 Cash and cash equivalents $ 559,757 $ 131,965 Restricted cash $ 13,476 $ 297,149 Total Cash and cash equivalents, and restricted cash $ 573,233 $ 429,114 The Company’s cash equivalents consist of money market accounts, time deposits and U.S. treasury bills of $367,900 and $108,701 as of June 30, 2024 and 2023, respectively. Cash, cash equivalents, and restricted cash are measured at fair value within Level I of the fair value hierarchy on a recurring basis using observable inputs that reflect quoted prices for identical assets in active markets. The Company’s restricted cash includes cash deposited in escrow accounts. The Company has deposited cash in interest-bearing escrow accounts related to credit support, debt facilities, and collateral to its workers compensation and general liability insurance obligations. Prepaid expenses and other current assets as of June 30, 2024 and 2023 consisted of the following: As of June 30, 2024 2023 Prepaid expenses $ 30,864 $ 23,450 Note and other receivables 3,866 21,453 Inventory 11,893 — Current deferred production costs 2,094 6,524 Other 6,138 4,658 Total prepaid expenses and other current assets $ 54,855 $ 56,085 Accounts payable, accrued, and other current liabilities as of June 30, 2024 and 2023 consisted of the following: As of June 30, 2024 2023 Accounts payable $ 18,875 $ 39,654 Accrued payroll and employee related liabilities 85,766 75,579 Cash due to promoters 72,577 73,611 Capital expenditure accruals 156,234 236,593 Accrued legal fees 20,876 53,857 Other accrued expenses 62,759 36,437 Total accounts payable, accrued, and other current liabilities $ 417,087 $ 515,731 Other income (expense), net for Fiscal Years 2024, 2023 and 2022 included the following: Years Ended June 30, 2024 2023 2022 Realized and unrealized (loss) gain on MSGE Retained Interest, see Note 7 for further detail $ (19,027) $ 545,715 $ — Gain on litigation settlement 62,647 — — Unrealized gain on equity investments without readily determinable fair value — 1,969 — Loss on equity method investments (6,677) (8,184) (4,863) Other (1,746) (2,613) (655) Total other income (expense), net $ 35,197 $ 536,887 $ (5,518) |
Interim Condensed Financial Inf
Interim Condensed Financial Information (Unaudited) | 12 Months Ended |
Jun. 30, 2024 | |
Condensed Financial Information Disclosure [Abstract] | |
Interim Condensed Financial Information (Unaudited) | Interim Condensed Financial Information (Unaudited) The following is a summary of the Company’s selected quarterly financial data for Fiscal Years 2024 and 2023: Three Months Ended September 30, December 31, March 31, June 30, 2023 2023 2024 2024 Revenues $ 118,007 $ 314,157 $ 321,330 $ 273,395 Operating expenses (187,796) (473,839) (361,723) (344,772) Operating loss $ (69,789) $ (159,682) $ (40,393) $ (71,377) Net income (loss) from continuing operations $ 67,072 $ (173,248) $ (47,240) $ (71,217) Net (loss) income from discontinued operations, net of taxes $ (647) $ — $ — $ 24,631 Net income (loss) attributable to Sphere Entertainment Co.’s stockholders $ 66,425 $ (173,248) $ (47,240) $ (46,586) Continuing Operations Basic earnings (loss) per common share attributable to Sphere Entertainment Co.’s stockholders $ 1.92 $ (4.91) $ (1.33) $ (2.00) Diluted earnings (loss) per common share attributable to Sphere Entertainment Co.’s stockholders $ 1.90 $ (4.91) $ (1.33) $ (2.00) Discontinued Operations Basic (loss) earnings per common share attributable to Sphere Entertainment Co.’s stockholders $ (0.02) $ — $ — $ 0.69 Diluted (loss) earnings per common share attributable to Sphere Entertainment Co.’s stockholders $ (0.01) $ — $ — $ 0.69 Three Months Ended September 30, December 31, March 31, June 30, 2022 2022 2023 2023 Revenues $ 123,129 $ 159,541 $ 162,062 $ 129,099 Operating expenses (174,184) (209,276) (263,968) (199,445) Operating loss $ (51,055) $ (49,735) $ (101,906) $ (70,346) Net (loss) income from continuing operations $ (46,303) $ (27,308) $ (113,998) $ 359,636 Net income from discontinued operations $ 2,260 $ 97,865 $ 55,443 $ 178,085 Net (loss) income $ (44,043) $ 70,557 $ (58,555) $ 537,721 Less: Net income (loss) attributable to redeemable noncontrolling interests from discontinued operations 1,124 3,029 (1,492) 1,264 Less: Net loss attributable to nonredeemable noncontrolling interests from discontinued operations (410) (56) (216) (335) Net (loss) income attributable to Sphere Entertainment Co.’s stockholders $ (44,757) $ 67,584 $ (56,847) $ 536,792 Continuing Operations Basic (loss) earnings per common share attributable to Sphere Entertainment Co.’s stockholders $ (1.35) $ (0.79) $ (3.28) $ 10.34 Diluted (loss) earnings per common share attributable to Sphere Entertainment Co.’s stockholders $ (1.35) $ (0.79) $ (3.28) $ 10.21 Discontinued Operations Basic earnings per common share attributable to Sphere Entertainment Co.’s stockholders $ 0.05 $ 2.74 $ 1.65 $ 5.09 Diluted earnings per common share attributable to Sphere Entertainment Co.’s stockholders $ 0.05 $ 2.74 $ 1.65 $ 5.03 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | |||||||||||
Net (loss) income attributable to Sphere Entertainment Co.’s stockholders | $ (46,586) | $ (47,240) | $ (173,248) | $ 66,425 | $ 536,792 | $ (56,847) | $ 67,584 | $ (44,757) | $ (200,649) | $ 502,772 | $ (194,395) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Insider Trading Policies and Pr
Insider Trading Policies and Procedures | 12 Months Ended |
Jun. 30, 2024 | |
Insider Trading Policies and Procedures [Line Items] | |
Insider Trading Policies and Procedures Adopted | true |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company has historically reported on a fiscal year basis ending on June 30 th . In these consolidated financial statements, the fiscal years ended June 30, 2024, 2023 and 2022 are referred to as “Fiscal Year 2024,” “Fiscal Year 2023,” and “Fiscal Year 2022,” respectively. On June 26, 2024, the Board of Directors approved a change in the Company’s fiscal year-end from June 30 to December 31, effective December 31, 2024. The Company plans to report its financial results for the six-month transition period of July 1, 2024 through December 31, 2024 on an Annual Report on Form 10-K/T and to thereafter file reports for the twelve-month period ending December 31 of each year, beginning with the twelve-month period ending December 31, 2025. Prior to filing the transition report, the Company will file its Quarterly Report on Form 10-Q for the quarter ending September 30, 2024. The Company has presented both the MSG Entertainment business and Tao Group Hospitality as discontinued operations for all periods presented. See Note 3. Discontinued Operations for more information about the MSGE Distribution and Tao Group Hospitality Disposition. |
Reclassifications | Reclassifications For purposes of comparability, certain prior period amounts have been reclassified to conform to the current year presentation in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements of the Company include the accounts of Sphere Entertainment Co. and its subsidiaries. They also historically included accounts of Tao Group Hospitality, MSG Entertainment, and Boston Calling Events, LLC (“BCE”) until their dispositions on May 3, 2023, April 20, 2023, and December 2, 2022, respectively. Both Tao Group Hospitality and MSG Entertainment met the criteria to be reported as discontinued operations during the quarters ended March 31, 2023 and June 30, 2023, respectively. All significant intercompany transactions and balances have been eliminated in consolidation. Prior to their disposition, Tao Group Hospitality and BCE were consolidated with the equity owned by other stockholders shown as redeemable or nonredeemable noncontrolling interests of discontinued operations in the accompanying 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 from discontinued operations in the accompanying consolidated statements of operations and consolidated statements of comprehensive income (loss), respectively. |
Business Combinations and Noncontrolling Interests | Business Combinations and Noncontrolling Interests The acquisition method of accounting for business combinations requires management to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which the Company is allowed to adjust the provisional amounts recognized for a business combination). Under the acquisition method of accounting, the Company recognizes separately from goodwill the identifiable assets acquired, the liabilities assumed, and any noncontrolling interests in an acquiree, generally at the acquisition date fair value. The Company measures goodwill as of the acquisition date as the excess of consideration transferred, which is also measured at fair value over the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed. Costs that the Company incurs to complete a business combination such as investment banking, legal, and other professional fees are not considered part of consideration and the Company charges these costs to selling, general and administrative expense as they are incurred. In addition, the Company recognizes measurement-period adjustments in the period in which the amount is determined, including the effect on earnings of any amounts the Company would have recorded in previous periods if the accounting had been completed at the acquisition date. Interests held by third parties in consolidated majority-owned subsidiaries are presented as noncontrolling interests, which represent the noncontrolling stockholders’ interests in the underlying net assets of the Company’s consolidated majority-owned subsidiaries. Noncontrolling interests that are not redeemable are reported in the equity section of the consolidated balance sheets. Noncontrolling interests, where the Company may be required to repurchase the noncontrolling interest under put options or other contractual redemption requirements that are not solely within the Company’s control, are reported in the consolidated balance sheets between liabilities and equity, as redeemable noncontrolling interests. |
Use of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the 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, deferred production content costs, other long-lived assets, deferred tax assets, pension and other postretirement benefit obligations and the related net periodic benefit cost, ultimate revenue (as described below), 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. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when, or as, performance obligations under the terms of a contract are satisfied, which generally occurs when, or as, control of promised goods or services are transferred to customers. Revenue is measured as the amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services (“transaction price”). To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the most likely amount to which the Company expects to be entitled. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and the determination of whether to include such estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information that is reasonably available. The Company accounts for taxes collected from customers and remitted to governmental authorities on a net basis and excludes these amounts from revenues. In addition, the Company defers certain costs to fulfill the Company’s contracts with customers to the extent such costs relate directly to the contracts, are expected to generate resources that will be used to satisfy the Company’s performance obligations under the contracts, and are expected to be recovered through revenue generated under the contracts. Contract fulfillment costs are expensed as the Company satisfies the related performance obligations. Arrangements with Multiple Performance Obligations The Company may enter into arrangements with multiple performance obligations, such as multi-year sponsorship agreements which may derive revenues for the Company as well as MSG Entertainment and MSG Sports within a single arrangement. The Company may also derive revenue from similar types of arrangements which are entered into by MSG Entertainment or MSG Sports. Payment terms for such arrangements can vary by contract, but payments are generally due in installments throughout the contractual term. The performance obligations included in each sponsorship agreement vary and may include advertising and other benefits such as, but not limited to, signage at Sphere, advertising on the Exosphere, digital advertising, or event or property-specific advertising, as well as non-advertising benefits such as suite licenses and event tickets. To the extent the Company’s multi-year arrangements provide for performance obligations that are consistent over the multi-year contractual term, such performance obligations generally meet the definition of a series as provided for under the accounting guidance. If performance obligations are concluded to meet the definition of a series, the contractual fees for all years during the contract term are aggregated and the related revenue is recognized proportionately as the underlying performance obligations are satisfied. The timing of revenue recognition for each performance obligation is dependent upon the facts and circumstances surrounding the Company’s satisfaction of its respective performance obligation. The Company allocates the transaction price for such arrangements to each performance obligation within the arrangement based on the estimated relative standalone selling price of the performance obligation. The Company’s process for determining its estimated standalone selling prices involves management’s judgment and considers multiple factors including company specific and market specific factors that may vary depending upon the unique facts and circumstances related to each performance obligation. Key factors considered by the Company in developing an estimated standalone selling price for its performance obligations include, but are not limited to, prices charged for similar performance obligations, the Company’s ongoing pricing strategy and policies, and consideration of pricing of similar performance obligations sold in other arrangements with multiple performance obligations. The Company may incur costs such as commissions to obtain its multi-year sponsorship agreements. The Company assesses such costs for capitalization on a contract by contract basis. To the extent costs are capitalized, the Company estimates the useful life of the related contract asset which may be the underlying contract term or the estimated customer life depending on the facts and circumstances surrounding the contract. The contract asset is amortized over the estimated useful life. Principal versus Agent Revenue Recognition The Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service before transfer to the customer. When the Company concludes that it controls the good or service before transfer to the customer, the Company is considered a principal in the transaction and records revenue on a gross basis. When the Company concludes that it does not control the good or service before transfer to the customer but arranges for another entity to provide the good or service, the Company acts as an agent and records revenue on a net basis in the amount it earns for its agency service. Contract Balances Amounts collected in advance of the Company’s satisfaction of its contractual performance obligations are recorded as a contract liability within Deferred revenue, and are recognized as the Company satisfies the related performance obligations. Amounts collected in advance of events for which the Company is not the promoter or co-promoter do not represent contract liabilities and are recorded as collections due to promoters within Accounts payable, accrued and other current liabilities on the accompanying consolidated balance sheets. Amounts recognized as revenue for which the Company has a right to consideration for goods or services transferred to customers and for which the Company does not have an unconditional right to bill as of the reporting date are recorded as contract assets. Contract assets are transferred to accounts receivable once the Company’s right to consideration becomes unconditional. |
Direct Operating Expenses | Direct Operating Expenses Direct operating expenses for the Sphere segment may include, but are not limited to, event costs related to the presentation and production of the Company’s live entertainment, sporting events, and immersive productions, maintenance, and other operating expenses. |
Production Costs And 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. For purposes of evaluating the recognition of amortization and any potential impairment, deferred immersive production costs are classified based on their predominant monetization strategy. The determination of the predominant monetization strategy is made at the commencement of production and is based on the means by which the Company expects to derive third-party revenues from use of the content. The Company’s primary monetization strategy and classification for its current content is on an individual production basis, which the Company defines as content where the lifetime value is predominantly derived from third-party revenues that are directly attributable to the specific production. The classification of content only changes if there is a significant change to the production’s monetization strategy relative to management’s initial assessment. Deferred immersive production costs are amortized beginning in the month the production debuts, 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 are 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. |
Advertising Expenses | Advertising Expenses Advertising costs are typically charged to expense when incurred. |
Nonmonetary Transactions | Nonmonetary Transactions The MSG Networks segment enters into nonmonetary transactions, primarily with its Distributors (as defined below), that involve the exchange of products or services, such as advertising and promotional benefits, for the segment’s services. For arrangements that are subject to sales based and usage-based royalty guidance, MSG Networks measures noncash consideration that it receives at fair value as the sale or usage occurs. For other arrangements, the MSG Networks segment measures the estimated fair value of the noncash consideration that it receives at contract inception. If the MSG Networks segment cannot reasonably estimate the fair value of the noncash consideration, the segment measures the fair value of the consideration indirectly by reference to the standalone selling price of the services promised to the customer in exchange for the consideration as revenues. Nonmonetary transactions for the MSG Networks segment are included in advertising costs, which are classified in selling, general and administrative expenses on the accompanying consolidated statements of operations, as noted above. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with Accounting Standard Codification (“ASC”) Topic 740, Income Taxes . The Company’s provision for income taxes is based on current period income, changes in deferred tax assets and liabilities, and changes in estimates with regard to uncertain tax positions. Deferred tax assets are subject to an ongoing assessment of realizability. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company’s ability to realize its deferred tax assets depends upon the generation of sufficient future taxable income to allow for the realization of its deductible temporary differences. If such estimates and related assumptions change in the future, the Company may be required to record valuation allowances against its deferred tax assets, resulting in additional income tax expense in the Company’s consolidated statements of operations. Interest and penalties, if any, associated with uncertain tax positions are included in income tax expense. |
Share-based Compensation | Share-based Compensation The Company measures the cost of employee services received in exchange for an award of equity-based instruments based on the grant date fair value of the award. Share-based compensation cost is recognized in earnings over the period during which an employee is required to provide service in exchange for the award, except for restricted stock units granted to non-employee directors which, unless otherwise provided under the applicable award agreement, are fully vested, and are expensed at the grant date. The Company accounts for forfeitures as they occur, rather than estimating expected forfeitures. Share-based compensation expense is generally recognized straight-line over the vesting term of the award, which typically provides for three-year cliff or graded vesting subject to continued employment. For awards that provide for graded vesting and are subject to performance conditions, in addition to continued employment, the Company uses the graded-vesting method to recognize share-based compensation expense. Share-based compensation expense for the Company’s restricted stock units (“RSUs”), performance stock units (“PSUs”), stock options and/or cash-settled stock appreciation rights (“SARs”) are recognized in the consolidated statements of operations as a component of direct operating expenses or selling, general and administrative expenses. |
Earnings (Loss) Per Common Share | Earnings (Loss) Per Common Share Basic earnings per share (“EPS”) attributable to the Company’s common stockholders is based upon net income (loss) attributable to the Company’s common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the effect of the assumed vesting of restricted stock units and exercise of stock options only in the periods in which such effect would have been dilutive through the application of the treasury stock method. For the periods when a net loss is reported, the computation of diluted EPS equals the basic EPS calculation since common stock equivalents would be antidilutive due to losses from continuing operations. Holders of Class A common stock and Class B common stock are entitled to receive dividends equally on a per-share basis if and when such dividends are declared. As the holders of Class A and Class B common stock are entitled to identical dividend and liquidation rights, the undistributed earnings are allocated on a proportionate basis to each class of common stock and the resulting basic and diluted net earnings (loss) per share attributable to common stockholders are, therefore, the same for both Class A and Class B common stock on both an individual and combined basis. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers the balance of its investment in funds that substantially hold highly liquid securities that mature within three months or less from the date the fund purchases these securities to be cash equivalents. The carrying amount of cash and cash equivalents either approximates fair value due to the short-term maturity of these instruments or is at fair value. Checks outstanding in excess of related book balances are included in accounts payable, accrued, and other current liabilities in the accompanying consolidated balance sheets. The Company presents the change in these book cash overdrafts as cash flows from operating activities. |
Restricted Cash | Restricted Cash The Company’s restricted cash includes cash deposited in escrow accounts. The Company has deposited cash in interest-bearing escrow accounts related to credit support, debt facilities, and collateral to its operating leases, workers compensation, and general liability insurance obligations. |
Short-Term Investments | Short-Term InvestmentsShort-term investments included investments that (i) had original maturities of greater than three months and (ii) the Company had the ability to convert into cash within one year. |
Accounts Receivable | Accounts ReceivableAccounts receivable is recorded at net realizable value. The Company maintains an allowance for credit losses to reserve for potentially uncollectible receivables. The allowance for credit losses is estimated based on the Company’s consideration of credit risk and analysis of receivables aging, specific identification of certain receivables that are at risk of not being paid, past collection experience and other factors. |
Investments | Investments The Company’s investments are primarily accounted for using the equity method of accounting and are carried at cost, plus or minus the Company’s share of net earnings or losses of the investment, subject to certain other adjustments. The cost of equity method investments includes transaction costs of the acquisition. As required by GAAP, to the extent that there is a basis difference between the cost and the underlying equity in the net assets of an equity investment, the Company allocates such differences between tangible and intangible assets. The Company’s share of net earnings or losses of the investment, inclusive of amortization expense for intangible assets associated with the investment, is reflected in Other income (expense), net within the Company’s consolidated statements of operations. Dividends received from the investee reduce the carrying amount of the investment. Due to the timing of receiving financial information from certain of its nonconsolidated affiliates, the Company records its share of net earnings or losses of such affiliates on a three-month lag basis, with the exception of the amortization expense of intangible assets which are recorded currently. The Company elected the fair value option in accounting for the MSGE Retained Interest and as such, did not report the impact to the consolidated statements of operations on a lag for this investment. Initial recognition of this asset required measurement of an unrealized gain or loss when comparing the book value of the investment to fair value. As a result, the Company initially and subsequently measured and recorded changes in the fair value of the MSGE Retained Interest based upon the quoted market price of the MSGE stock on the New York Stock Exchange on a periodic basis within Other income (expense), net in the accompanying consolidated statements of operations. The Company sold the entirety of the MSGE Retained Interest as of September 30, 2023, and as a result, no longer holds any of the outstanding common stock of MSG Entertainment. In addition to equity method investments, the Company also has other equity investments without readily determinable fair values. The Company measures equity investments without readily determinable fair values at cost, less any impairment, adjusted for observable price changes from orderly transactions for identical or similar investments of the same issuer. Changes in observable price are reflected within Other income (expense), net in the accompanying consolidated statements of operations. Impairment of Investments |
Property and Equipment and Other Long-Lived Assets | Property and Equipment and Other Long-Lived Assets Prop erty and equipment and other long-lived assets, including amortizable intangible assets, are stated at cost or acquisition date fair value, if acquired. Expen ditures for new facilities or equipment, and expenditures that extend the useful lives of existing facilities or equipment, are capitalized and recorded at cost. The useful lives of the Company’s long-lived assets are based on estimates of the period over which the Company expects the assets to be of economic benefit to the Company. In estimating the useful lives, the Company considers factors such as, but not limited to, risk of obsolescence, anticipated use, plans of the Company, and applicable laws and permit requirements. Depreciation starts on the date when the asset is available for its intended use. Construction in progress assets are not depreciated until available for their intended use. Costs of maintenance and repairs are expensed as incurred. The major categories of property and equipment are depreciated on a straight-line basis using the estimated lives indicated below: Estimated Useful Lives Buildings Up to 40 years Equipment 1 year to 30 years Furniture and fixtures 1 year to 10 years Leasehold improvements Shorter of term of lease or useful life of improvement Intangible assets with finite lives are amortized principally using the straight-line method over the following estimated useful lives: Estimated Useful Lives Affiliate relationships 24 years Technology 5 years Trade name 5 years |
Goodwill and Impairment of Long-Lived Assets | Goodwill See above ( B. Business Combinations and Noncontrolling Interests ) for the Company’s accounting policy on how goodwill is measured at an acquisition date. Goodwill is not amortized. S. Impairment of Long-Lived Assets In assessing the recoverability of the Company’s long-lived assets, the Company must make estimates and assumptions regarding future cash flows and other factors to determine the fair value of the respective assets. These estimates and assumptions could have a significant impact on whether an impairment charge is recognized and the magnitude of any such charge. Fair value estimates are made based on relevant information at a specific point in time, and are subjective in nature and involve significant uncertainties and judgments. If these estimates or assumptions change materially, the Company may be re quired to record impairment charges related to its long-lived assets. Goodwill is tested annually for impairment as of August 31 st and at any time upon the occurrence of certain events or changes in circumstances. The Company has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. If the Company can support the conclusion that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would not need to perform a quantitative impairment test for that reporting unit. If the Company cannot support such a conclusion or the Company does not elect to perform the qualitative assessment, the Company would identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company generally determines the fair value of a reporting unit using an income approach, such as the discounted cash flow method, or other acceptable valuation techniques, including the cost approach, in instances when it does not perform the qualitative assessment of goodwill. The amount of an impairment loss is measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. |
Leases | Leases The Company’s leases primarily consist of a ground lease for the land on which the Sphere in Las Vegas has been constructed, corporate office space, storage, and office and other equipment. The Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the lease term is assessed based on the date when the underlying asset is made available by the lessor for the Company’s use. The Company’s assessment of the lease term reflects the non-cancellable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain not to exercise, as well as periods covered by renewal options which the Company is reasonably certain to exercise. The Company’s lease agreements do not contain material residual value guarantees or material restrictive covenants. The Company determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated statements of operations and statements of cash flows over the lease term. For leases with a term exceeding 12 months, a lease liability is recorded on the Company’s consolidated balance sheets at lease commencement reflecting the present value of the fixed minimum payment obligations over the lease term. A corresponding right-of-use (“ROU”) asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. In addition, the ROU asset is adjusted to reflect any above or below market lease terms under acquired lease contracts. The Company includes fixed payment obligations related to non-lease components in the measurement of ROU assets and lease liabilities, as the Company has elected to account for lease and non-lease components together as a single lease component. ROU assets associated with finance leases are presented separate from ROU assets associated with operating leases and are included within Property and equipment, net on the Company’s consolidated balance sheets. For purposes of measuring the present value of the Company’s fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in the underlying leasing arrangements are typically not readily determinable. The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment surrounding the associated lease. For operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term. For finance leases, the initial ROU asset is depreciated on a straight-line basis over the lease term, along with recognition of interest expense associated with accretion of the lease liability, which is ultimately reduced by the related fixed payments. For leases with a term of 12 months or less (“short-term leases”), any fixed lease payments are recognized on a straight-line basis over the lease term and are not recognized on the consolidated balance sheets. Variable lease costs for both operating and finance leases, if any, are recognized as incurred and such costs are excluded from lease balances recorded on the consolidated balance sheets. |
Interest Capitalization | Interest Capitalization For significant long term construction projects and immersive content productions, the Company begins to capitalize qualified interest cost once activities necessary to get the asset ready for its intended use have commenced. The Company calculates qualified interest capitalization using the average amount of accumulated expenditures during the period the asset is being prepared for its intended use and a capitalization rate which is derived from the Company’s weighted average borrowing rate during such time, in the absence of specific borrowings related to the significant long term construction projects. The Company ceases capitalization on any portions substantially completed and ready for their intended use. |
Contingencies and Contingent Consideration | Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. W. Contingent Consideration Some of the Company’s acquisition agreements may include contingent earn-out arrangements, which are generally based on the achievement of future operating targets. The fair values of these earn-out arrangements are included as part of the purchase price of the acquired companies on their respective acquisition dates. For each transaction, the Company estimates the fair value of contingent earn-out payments as part of the initial purchase price and records the estimated fair value of contingent consideration that the Company expects to pay to the former owners as a liability in Accrued and other current liabilities and Other liabilities on the consolidated balance sheets. |
Defined Benefit Pension Plans and Other Postretirement Benefit Plan | Defined Benefit Pension Plans and Other Postretirement Benefit Plan Prior to the MSGE Distribution, the Company sponsored certain employee benefit pension plans and postretirement plans. On the MSGE Distribution Date, the sponsorship of certain of these plans were transferred to MSG Entertainment. The Company accounts for the transferred defined benefit pension plans under the guidance of ASC Topic 715, Compensation — Retirement Benefits . Accordingly, for the defined benefit pension plan liabilities prior to the MSGE Distribution Date, the consolidated financial statements reflected the full impact of such transferred plans on both the consolidated statements of operations and consolidated balance sheets (presented within discontinued operations) and the Company recorded an asset or liability of discontinued operations to recognize the funded status of the defined benefit pension plans (other than multiemployer plans), as well as a liability of discontinued operations only for any required contributions to the defined benefit pension plans that were accrued and unpaid at the balance sheet date. The related pension expenses attributed to the Company were based primarily on pension-eligible compensation of active participants. After the MSGE Distribution Date, the Company has both remaining funded and unfunded defined benefit plans. The expense recognized by the Company is determined using certain assumptions, including the expected long-term rate of return and discount rates, among others. The Company recognizes the funded status of its defined benefit pension plans (other than multiemployer plans) and the other postretirement benefit plan as an asset or liability in the consolidated balance sheets and recognizes changes in the funded status in the year in which the changes occur through other comprehensive income (loss). |
Fair Value Measurements | Fair Value Measurements The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels: • Level I — Quoted prices for identical instruments in active markets. • Level II — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. • Level III — Instruments whose significant value drivers are unobservable. |
Foreign Currency Translations | Foreign Currency Translations The consolidated financial statements are presented in U.S. Dollars. Assets and liabilities of non-U.S. subsidiaries and the Company’s foreign-based equity method investments that operate in a local currency environment, where that local currency is the functional currency, are translated to U.S. Dollars at exchange rates in effect at the balance sheet date. Operating results of non-U.S. subsidiaries are translated at weighted-average exchange rates during the year which approximate the rates in effect at the transaction dates. For the Company’s foreign-based equity method investments, the proportionate share of the investee’s income is translated into U.S. dollars at the average exchange rate for the period and the investment is translated using the exchange rate as of the end of the reporting period. Foreign currency translation gains and losses are included as a component of accumulated other comprehensive income (loss) as changes in cumulative translation adjustments in the accompanying consolidated balance sheets. |
Concentrations of Risk | Concentrations of Risk Financial instruments that may potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash and cash equivalents are invested in U.S. treasury bills, money market accounts and time deposits. The Company monitors the financial institutions and money market funds where it invests its cash and cash equivalents with diversification among counterparties to mitigate exposure to any single financial institution. The Company’s emphasis is primarily on safety of principal and liquidity, and secondarily on maximizing the yield on its investments. |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2023-07, Improvement to Reportable Segment Disclosures . This ASU aims to improve segment disclosures through enhanced disclosures about significant segment expenses. The standard requires disclosure of significant expense categories and amounts for such expenses, including those segment expenses that are regularly provided to the chief operating decision maker, easily computable from information that is regularly provided, or significant expenses that are expressed in a form other than actual amounts. With the upcoming change in the Company’s fiscal year end, this standard will be effective for the six month period ending December 31, 2024 and is required to be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of the additional disclosure requirements on the Company’s consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , a final standard on improvements to income tax disclosures which applies to all entities subject to income taxes. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be helpful to understand an entity’s exposure to potential changes in jurisdictional tax legislation and the ensuing risks and opportunities, assess income tax information that affects cash flow forecasts and capital allocation decisions, and identify potential opportunities to increase future cash flows. With the upcoming change in the Company’s fiscal year end, this standard will be effective for the Company for the annual period beginning January 1, 2025 and should be applied prospectively. The Company is currently evaluating the impact of the additional disclosure requirements on the Company’s consolidated financial statements . |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment | The major categories of property and equipment are depreciated on a straight-line basis using the estimated lives indicated below: Estimated Useful Lives Buildings Up to 40 years Equipment 1 year to 30 years Furniture and fixtures 1 year to 10 years Leasehold improvements Shorter of term of lease or useful life of improvement As of June 30, 2024 and 2023, property and equipment, net consisted of the following: As of June 30, 2024 2023 Land $ 44,279 $ 80,878 Buildings 2,261,150 69,049 Equipment, furniture and fixtures 1,163,361 159,786 Leasehold improvements 18,497 18,491 Construction in progress 4,142 3,066,785 Total property and equipment, gross 3,491,429 3,394,989 Less accumulated depreciation and amortization (333,009) (87,828) Total property and equipment, net $ 3,158,420 $ 3,307,161 |
Schedule of Intangible Assets Subject to Amortization | Intangible assets with finite lives are amortized principally using the straight-line method over the following estimated useful lives: Estimated Useful Lives Affiliate relationships 24 years Technology 5 years Trade name 5 years The Company’s intangible assets subject to amortization as of June 30, 2024 and 2023 were as follows: As of June 30, June 30, Gross carrying amount Accumulated amortization Intangible assets, net Gross carrying amount Accumulated amortization Intangible assets, net Affiliate relationships $ 83,044 $ (68,249) $ 14,795 $ 83,044 $ (65,134) $ 17,910 Technology 15,508 (520) 14,988 — — — Trade name 2,032 (68) 1,964 — — — Other 278 (85) 193 — — — Total $ 100,862 $ (68,922) $ 31,940 $ 83,044 $ (65,134) $ 17,910 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The tables below sets forth, for the periods presented, the operating results of the disposal groups. Amounts presented below differ from historically reported results for the MSG Entertainment and Tao Group Hospitality business segments in order to reflect discontinued operations presentation. Year Ended June 30, 2023 MSG Entertainment Tao Group Hospitality Eliminations (a) Total Revenues $ 731,299 $ 447,929 $ (1,761) $ 1,177,467 Direct operating expenses (421,440) (263,200) 1,371 (683,269) Selling, general, and administrative expenses (119,032) (151,271) (195) (270,498) Depreciation and amortization (49,423) (23,236) — (72,659) Impairment and other gains, net 4,361 473 — 4,834 Restructuring charges (7,435) — — (7,435) Operating income 138,330 10,695 (585) 148,440 Interest income 2,880 149 — 3,029 Interest expense (1,031) (2,551) — (3,582) Other income, net 11,456 665 — 12,121 Income from discontinued operations before income taxes 151,635 8,958 (585) 160,008 Income tax expense (5,517) (33,695) — (39,212) Income (loss) from discontinued operations, net of taxes 146,118 (24,737) (585) 120,796 Gain on disposal before income taxes — 213,877 — 213,877 Income tax expense — (1,020) — (1,020) Gain on disposal, net of taxes — 212,857 — 212,857 Net income from discontinued operations 146,118 188,120 (585) 333,653 Less: Net income attributable to redeemable noncontrolling interests — 3,925 — 3,925 Less: Net loss attributable to nonredeemable noncontrolling interests (553) (464) — (1,017) Net income from discontinued operations attributable to Sphere Entertainment Co.’s stockholders $ 146,671 $ 184,659 $ (585) $ 330,745 Year Ended June 30, 2022 MSG Entertainment Tao Group Hospitality Eliminations (a) Total Revenues $ 632,612 $ 484,649 $ (2,698) $ 1,114,563 Direct operating expenses (417,108) (270,728) 2,077 (685,759) Selling, general, and administrative expenses (110,288) (154,923) — (265,211) Depreciation and amortization (69,564) (32,503) — (102,067) Impairment and other gains, net — 2,800 — 2,800 Restructuring charges (1,286) — — (1,286) Operating income 34,366 29,295 (621) 63,040 Interest income 612 23 — 635 Interest expense (25,453) (1,702) — (27,155) Other expense, net (84,690) (82) — (84,772) (Loss) income from operations before income taxes (75,165) 27,534 (621) (48,252) Income tax benefit (expense) 14,069 (18,114) — (4,045) Net (loss) income (61,096) 9,420 (621) (52,297) Less: Net income attributable to redeemable noncontrolling interests — 7,739 — 7,739 Less: Net loss attributable to nonredeemable noncontrolling interests (2,864) (627) — (3,491) Net (loss) income from discontinued operations attributable to Sphere Entertainment Co.’s stockholders $ (58,232) $ 2,308 $ (621) $ (56,545) _________________ (a) Prior to the MSGE Distribution and Tao Group Hospitality Disposition, the Company’s consolidated results of operations included a number of intercompany transactions between MSG Entertainment and Tao Group Hospitality which were presented in the Company’s segment reporting disclosures. As such, these transactions are eliminated for purposes of this disclosure as they will not continue in periods subsequent to the MSGE Distribution and Tao Group Hospitality Disposition, respectively. 2023 2022 MSG Entertainment Tao Group Hospitality (a) MSG Entertainment Tao Group Hospitality Non-cash items included in net income (loss): Depreciation and amortization $ 49,423 $ 23,236 $ 69,564 $ 32,503 Impairments and other gains, net (4,361) (214,350) — (2,800) Share-based compensation expense 4,710 7,224 8,480 7,647 Cash flow from investing activities: Capital expenditures, net 12,832 17,488 15,797 23,309 Non-cash investing activities: Capital expenditures incurred but not yet paid 780 817 1,585 119 Investments and loans to nonconsolidated affiliates — 113 — 791 _________________ |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [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 Fiscal Years 2024, 2023 and 2022: Year Ended June 30, 2024 Sphere MSG Networks Total Event-related (a) $ 420,327 $ — $ 420,327 Sponsorship, signage, Exosphere advertising, and suite licenses (b) 68,876 2,178 71,054 Media related, primarily from affiliation agreements (b) — 521,611 521,611 Other 4,928 5,941 10,869 Total revenues from contracts with customers $ 494,131 $ 529,730 $ 1,023,861 Revenues from subleases 3,028 — 3,028 Total revenues $ 497,159 $ 529,730 $ 1,026,889 Year Ended June 30, 2023 Sphere MSG Networks Total Sponsorship, signage, Exosphere advertising, and suite licenses (b) $ — $ 6,990 $ 6,990 Media related, primarily from affiliation agreements (b) — 558,362 558,362 Other — 5,869 5,869 Total revenues from contracts with customers $ — $ 571,221 $ 571,221 Revenues from subleases 2,610 — 2,610 Total revenues $ 2,610 $ 571,221 $ 573,831 Year Ended June 30, 2022 Sphere MSG Networks Total Sponsorship, signage, Exosphere advertising, and suite licenses (b) $ — $ 6,470 $ 6,470 Media related, primarily from affiliation agreements (b) — 596,032 596,032 Other — 5,653 5,653 Total revenues from contracts with customers $ — $ 608,155 $ 608,155 Revenues from subleases 1,900 — 1,900 Total revenues $ 1,900 $ 608,155 $ 610,055 _________________ (a) Event-related revenues consists of (i) ticket sales and other revenue directly related to the exhibition of the Sphere Experience, (ii) ticket sales and other ticket-related revenues to other events at our venue, (iii) venue license fees from third-party promoters, and (iv) food, beverage and merchandise sales. Event-related revenues 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, for further details on the pattern of recognition of sponsorship signage, Exosphere advertising, suite licenses, and media related revenue. 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 Fiscal Years 2024, 2023 and 2022. Year Ended June 30, 2024 Sphere MSG Networks Total Ticketing and venue license fee revenues (a) $ 340,256 $ — $ 340,256 Sponsorship, signage, Exosphere advertising, and suite revenues 87,173 — 87,173 Food, beverage and merchandise revenues 66,702 — 66,702 Media networks revenues (b) — 529,730 529,730 Total revenues from contracts with customers $ 494,131 $ 529,730 $ 1,023,861 Revenues from subleases 3,028 — 3,028 Total revenues $ 497,159 $ 529,730 $ 1,026,889 Year Ended June 30, 2023 Sphere MSG Networks Total Media networks revenues (b) $ — $ 571,221 $ 571,221 Revenues from subleases 2,610 — 2,610 Total revenues $ 2,610 $ 571,221 $ 573,831 Year Ended June 30, 2022 Sphere MSG Networks Total Media networks revenues (b) $ — $ 608,155 $ 608,155 Revenues from subleases 1,900 — 1,900 Total revenues $ 1,900 $ 608,155 $ 610,055 _________________ (a) Amounts include ticket sales, other ticket-related revenue, and venue license fees from the Company’s events such as (i) concerts, (ii) The Sphere Experience and (iii) other live entertainment and sporting events. (b) Primarily consists of affiliation fees from Distributors (as defined above) 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 June 30, 2024, 2023 and 2022. As of June 30, 2024 2023 2022 Receivables from contracts with customers, net (a) $ 228,230 $ 115,039 $ 124,319 Contract assets, current (b) 1,500 314 — Contract assets, non-current (b) 907 — 756 Deferred revenue, including non-current portion (c) 97,151 27,397 4,413 _________________ (a) As of June 30, 2024, 2023 and 2022 the Company’s receivables from contracts with customers above included $0, $2,730, and $992, respectively, related to various related parties. See Note 18. Related Party Transactions for further details on these related party arrangements. (b) Contract assets current, which are reported as Prepaid expenses and other current assets in the Company’s consolidated balance sheets, primarily relate to the Company’s rights to consideration for goods or services transferred to 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) Revenue recognized for Fiscal Year 2024 relating to the deferred revenue balance as of June 30, 2023 was $21,946. |
Remaining Performance Obligation | The following table depicts the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of June 30, 2024. This primarily relates to performance obligations under sponsorship agreements that have original expected durations longer than one year and for which the respective 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. As of June 30, 2024 Fiscal year ending June 30, 2025 $ 56,548 Fiscal year ending June 30, 2026 37,016 Fiscal year ending June 30, 2027 16,244 Fiscal year ending June 30, 2028 4,696 Fiscal year ending June 30, 2029 683 $ 115,187 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | Changes to the Company’s restructuring liability through June 30, 2024 were as follows: Restructuring Liability June 30, 2023 $ 8,891 Restructuring charges (excluding share-based compensation expense) 8,320 Payments (16,740) June 30, 2024 $ 471 |
Computation of (loss) earning_2
Computation of (loss) earnings per-share (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Reconciliation of Weighted-Average Shares Used in Calculation of Basic and Diluted Earnings (Loss) Per Common Share | The following table presents a reconciliation of weighted-average shares used in the calculations of basic and diluted (loss) earnings per common share attributable to Sphere Entertainment Co.’s stockholders. Years Ended June 30, 2024 2023 2022 Net (loss) income available to Sphere Entertainment Co.’s stockholders (numerator): (Loss) income from continuing operations $ (224,633) $ 172,027 $ (137,850) Income (loss) from discontinued operations, net of taxes $ 23,984 $ 333,653 $ (52,297) Less: Net income attributable to redeemable noncontrolling interests from discontinued operations — 3,925 7,739 Less: Net loss attributable to nonredeemable noncontrolling interests from discontinued operations — (1,017) (3,491) Net (loss) income attributable to discontinued operations per statement of operations 23,984 330,745 (56,545) Adjustment of redeemable noncontrolling interest to redemption value from discontinued operations — — (3,173) Net (loss) income attributable to discontinued operations for EPS: $ 23,984 $ 330,745 $ (59,718) Weighted-average shares (denominator): Weighted-average shares for basic EPS 35,301 34,651 34,255 Dilutive effect of shares issuable under share-based compensation plans (a) — 278 — Weighted-average shares for diluted EPS 35,301 34,929 34,255 Weighted-average anti-dilutive shares (a) — 800 — Basic (loss) earnings per common share Continuing operations $ (6.36) $ 4.96 $ (4.02) Discontinued operations $ 0.68 $ 9.55 $ (1.75) Basic (loss) earnings per common share attributable to Sphere Entertainment Co.’s stockholders $ (5.68) $ 14.51 $ (5.77) Diluted (loss) earnings per common share Continuing operations $ (6.36) $ 4.93 $ (4.02) Discontinued operations $ 0.68 $ 9.47 $ (1.75) Diluted (loss) earnings per common share attributable to Sphere Entertainment Co.’s stockholders $ (5.68) $ 14.40 $ (5.77) _________________ |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Equity Method Investments, Joint Ventures And Cost Method Investments [Abstract] | |
Cost and Equity Method Investments | The Company’s investments in nonconsolidated affiliates are included within Investments in the accompanying consolidated balance sheets and consisted of the following: Investment As of June 30, Investment Ownership Percentage as of June 30, 2024 2024 2023 Equity method investments: SACO Technologies Inc. (“SACO”) 30% $ 18,342 $ 22,246 Crown Properties Collection LLC (“CPC”) 8% 60 — Gotham Advanced Media and Entertainment, LLC (“GAME”) 50% 680 — Holoplot Loan (a) — 20,971 Holoplot —% — 1,542 MSG Entertainment (b) —% — 341,039 Equity investments without readily determinable fair values 8,721 8,721 Other equity investments with readily determinable fair values held in trust under the Company’s Executive Deferred Compensation Plan (c) 2,925 1,087 Total investments $ 30,728 $ 395,606 _________________ (a) In January 2023, the Company, 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. Following the acquisition of Holoplot during the fourth quarter of Fiscal Year 2024 (further discussed below), the Holoplot Loan is eliminated in consolidation. (b) As of June 30, 2024, following the sale of portions of the MSGE Retained Interest and the repayment of the DDTL Facility (as defined below) with MSG Entertainment using a portion of the MSGE Retained Interest, the Company no longer holds any of the outstanding common stock of MSG Entertainment. The Company elected the fair value option for its investment in MSG Entertainment as of June 30, 2023, when it held approximately 20% of the outstanding shares of common stock of MSG Entertainment (in the form of Class A common stock). The fair value of the investment was determined based on quoted market prices on the New York Stock Exchange (“NYSE”), which were classified within Level I of the fair value hierarchy. (c) The Company’s investments with readily determinable fair values are classified within Level I of the fair value hierarchy as they are based on quoted prices in active markets. |
Gain (Loss) on Securities | The following table summarizes the unrealized and realized gains (losses) on the MSGE Retained Interest, which are reported in Other income (expenses), net in the accompanying consolidated statements of operations: June 30, June 30, Unrealized gain $ — $ 341,039 (Loss) gain from shares sold (19,027) 204,676 Total realized and unrealized (loss) gain $ (19,027) $ 545,715 Supplemental information on realized (loss) gain: Shares of common stock disposed (a) 1,923 — Shares of common stock sold (b) 8,221 6,878 Cash proceeds from common stock sold $ 256,501 $ 204,676 _________________ (a) Refer to Note 13. Credit Facilities and Convertible Notes, for further explanation of the approximately 1,923 shares disposed related to the repayment of the DDTL Facility. (b) The sale of approximately 8,221 shares of MSG Entertainment Class A common stock resulted in the cash proceeds from common stock sold. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | The major categories of property and equipment are depreciated on a straight-line basis using the estimated lives indicated below: Estimated Useful Lives Buildings Up to 40 years Equipment 1 year to 30 years Furniture and fixtures 1 year to 10 years Leasehold improvements Shorter of term of lease or useful life of improvement As of June 30, 2024 and 2023, property and equipment, net consisted of the following: As of June 30, 2024 2023 Land $ 44,279 $ 80,878 Buildings 2,261,150 69,049 Equipment, furniture and fixtures 1,163,361 159,786 Leasehold improvements 18,497 18,491 Construction in progress 4,142 3,066,785 Total property and equipment, gross 3,491,429 3,394,989 Less accumulated depreciation and amortization (333,009) (87,828) Total property and equipment, net $ 3,158,420 $ 3,307,161 |
Original Immersive Production_2
Original Immersive Production Content (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Other Industries [Abstract] | |
Schedule Of Deferred Immersive Production Costs | As of June 30, 2024 and 2023, total deferred immersive production content costs consisted of the following: As of June 30, June 30, Production content Released, less amortization $ 61,005 $ — In-process 32,076 61,421 Total production content $ 93,081 $ 61,421 |
Schedule Of Amortization Of Deferred Immersive Production Costs | The following table summarizes the Company’s amortization of production content costs, which is reported in Direct operating expenses in the accompanying consolidated statements of operations for the years ended June 30, 2024, 2023 and 2022 as follows: Years Ended June 30, 2024 2023 2022 Production content costs (a) $ 20,427 $ — $ — _________________ (a) For purposes of amortization and impairment, each deferred immersive production content cost is classified based on its predominant monetization strategy. The Company’s current original immersive productions are monetized individually. Refer to Note 2. Summary of Significant Accounting Policies, for further explanation of the monetization strategy. |
Schedule Of Amortization By Fiscal Year Of Deferred Immersive Production Costs | The Company’s annual amortization expense for released deferred immersive production content for each of the succeeding three fiscal years as of June 30, 2024 is as follows: As of June 30, 2024 Production content released Fiscal year ending June 30, 2025 $ 15,925 Fiscal year ending June 30, 2026 7,931 Fiscal year ending June 30, 2027 7,095 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Summary of ROU Assets and Lease Liabilities | The following table summarizes the ROU assets and lease liabilities recorded on the Company’s consolidated balance sheets as of June 30, 2024 and 2023: As of June 30, June 30, ROU assets $ 106,468 $ 84,912 Lease liabilities: Operating leases, current 18,548 10,127 Operating leases, non-current 128,022 110,259 Total lease liabilities $ 146,570 $ 120,386 |
Lease, Cost | The following table summarizes the activity recorded within the Company’s consolidated statements of operations for Fiscal Years 2024, 2023 and 2022: Line Item in the Company’s Consolidated Statements of Operations Years Ended June 30, 2024 2023 2022 Operating lease cost Direct operating expenses $ 3,984 $ 1,676 $ 1,287 Operating lease cost Selling, general and administrative expenses 14,549 15,925 16,977 Variable lease cost Direct operating expenses 1,740 — — Variable lease cost Selling, general and administrative expenses 28 1 20 Total lease cost $ 20,301 $ 17,602 $ 18,284 Supplemental cash flow information related to operating leases is as follows: Years Ended June 30, 2024 2023 2022 Cash paid for amounts included in the measurement of operating lease liabilities $ 19,000 $ 12,332 $ 14,400 Lease assets obtained in exchange for new lease obligations 33,900 6,435 43,834 |
Operating Lease Maturity Schedule | Maturities of operating lease liabilities are as follows: As of June 30, 2024 Fiscal year ending June 30, 2025 $ 19,555 Fiscal year ending June 30, 2026 19,438 Fiscal year ending June 30, 2027 15,866 Fiscal year ending June 30, 2028 16,020 Fiscal year ending June 30, 2029 16,574 Thereafter 118,613 Total lease payments 206,066 Less imputed interest 59,496 Total lease liabilities $ 146,570 The weighted average remaining lease term and weighted average discount rate for our operating leases as of June 30, 2024 and 2023 were as follows: As of June 30, June 30, Weighted average remaining lease term (in years) 11.4 12.1 Weighted average discount rate 5.89 % 5.38 % |
Lessor, Operating Lease, Payment to be Received, Maturity | The following table summarizes the Company’s sublease revenues for Fiscal Years 2024, 2023 and 2022: Years Ended June 30, 2024 2023 2022 Sublease arrangements $ 3,028 $ 2,610 $ 1,900 The maturities of operating lease cash flows to be received on an undiscounted basis for non-cancelable subleases are as follows: As of June 30, 2024 Fiscal year ending June 30, 2025 $ 2,813 Fiscal year ending June 30, 2026 2,084 Total future minimum receipts $ 4,897 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The carrying amounts and activity of goodwill from June 30, 2022 through June 30, 2024 were as follows: Sphere MSG Networks Total Balance as of June 30, 2022 $ 32,299 $ 424,508 $ 456,807 Activity — — — Balance as of June 30, 2023 $ 32,299 $ 424,508 $ 456,807 Activity 13,345 — 13,345 Balance as of June 30, 2024 $ 45,644 $ 424,508 $ 470,152 |
Schedule of Intangible Assets Subject to Amortization | Intangible assets with finite lives are amortized principally using the straight-line method over the following estimated useful lives: Estimated Useful Lives Affiliate relationships 24 years Technology 5 years Trade name 5 years The Company’s intangible assets subject to amortization as of June 30, 2024 and 2023 were as follows: As of June 30, June 30, Gross carrying amount Accumulated amortization Intangible assets, net Gross carrying amount Accumulated amortization Intangible assets, net Affiliate relationships $ 83,044 $ (68,249) $ 14,795 $ 83,044 $ (65,134) $ 17,910 Technology 15,508 (520) 14,988 — — — Trade name 2,032 (68) 1,964 — — — Other 278 (85) 193 — — — Total $ 100,862 $ (68,922) $ 31,940 $ 83,044 $ (65,134) $ 17,910 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The Company’s annual amortization expense for existing intangible assets subject to amortization for each of the succeeding five fiscal years is as follows: For the years ending June 30, 2025 2026 2027 2028 2029 Estimated amortization expense $ (6,813) $ (6,623) $ (6,623) $ (6,623) $ (5,258) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Other Commitments | As of June 30, 2024, commitments of the Company in the normal course of business in excess of one year are as follows: Commitments June 30, 2025 June 30, 2026 June 30, 2027 June 30, 2028 June 30, 2029 Thereafter Total Sphere Event-related commitments $ 45,575 $ 7,043 $ 5,118 $ 1,500 $ — $ — $ 59,236 Letter of credit 892 — — — — — 892 Other 2,000 2,000 1,333 — — — 5,333 Total Sphere Commitments $ 48,467 $ 9,043 $ 6,451 $ 1,500 $ — $ — $ 65,461 MSG Networks Broadcast rights $ 267,186 $ 274,241 $ 271,350 $ 270,897 $ 255,244 $ 1,563,979 $ 2,902,897 Purchase commitments 9,452 5,103 2,633 258 — — 17,446 Talent commitments 613 613 — — — — 1,226 Total MSG Networks Commitments $ 277,251 $ 279,957 $ 273,983 $ 271,155 $ 255,244 $ 1,563,979 $ 2,921,569 Total Commitments $ 325,718 $ 289,000 $ 280,434 $ 272,655 $ 255,244 $ 1,563,979 $ 2,987,030 |
Credit Facilities and Convert_2
Credit Facilities and Convertible Notes (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following table summarizes the presentation of the outstanding balances under the Company’s credit agreements and convertible notes as of June 30, 2024 and 2023: As of June 30, 2024 June 30, 2023 Principal Unamortized Deferred Financing Costs Net Principal Unamortized Deferred Financing Costs Net Current portion MSG Networks Term Loan $ 849,750 $ (313) $ 849,437 $ 82,500 $ — $ 82,500 Current portion of long-term debt, net $ 849,750 $ (313) $ 849,437 $ 82,500 $ — $ 82,500 As of June 30, 2024 June 30, 2023 Principal Debt Discount Unamortized Deferred Financing Costs Net Principal Debt Discount Unamortized Deferred Financing Costs Net Non-current portion MSG Networks Term Loan $ — $ — $ — $ — $ 849,750 $ — $ (1,483) $ 848,267 LV Sphere Term Loan Facility 275,000 — (3,788) 271,212 275,000 — (4,880) 270,120 3.50% Convertible Senior Notes 258,750 (6,314) (913) 251,523 — — — — Long-term debt, net $ 533,750 $ (6,314) $ (4,701) $ 522,735 $ 1,124,750 $ — $ (6,363) $ 1,118,387 Interest payments and loan principal repayments made by the Company under the credit agreements for Fiscal Years 2024, 2023 and 2022 were as follows: Interest Payments Loan Principal Repayments Years Ended June 30, Years Ended June 30, 2024 2023 2022 2024 2023 2022 MSG Networks Credit Facilities $ 68,297 $ 58,311 $ 19,173 $ 82,500 $ 66,000 $ 49,500 LV Sphere Term Loan Facility 26,894 12,825 — — — — Delayed Draw Term Loan Facility 460 — — 65,000 — — 3.50% Convertible Senior Notes 4,352 — — — — — Total Payments $ 100,003 $ 71,136 $ 19,173 $ 147,500 $ 66,000 $ 49,500 The carrying value and fair value of the Company’s debt reported in the accompanying consolidated balance sheets as of June 30, 2024 and 2023 were as follows: As of June 30, 2024 June 30, 2023 Carrying Value (a) Fair Carrying Value (a) Fair Liabilities: MSG Networks Credit Facilities $ 849,750 $ 845,501 $ 932,250 $ 927,589 LV Sphere Term Loan Facility 275,000 273,625 275,000 272,250 3.50% Convertible Senior Notes 252,436 316,296 — — Total debt $ 1,377,186 $ 1,435,422 $ 1,207,250 $ 1,199,839 _________________ (a) The total carrying value of the Company’s debt as of June 30, 2024 and 2023 is equal to the current and non-current principal payments for the Company’s debt, excluding unamortized deferred financing costs of $5,014 and $6,363, respectively. |
Schedule of Maturities of Long-term Debt | Debt maturities over the next five years for the outstanding principal balance under the MSG Networks Credit Facilities, LV Sphere Term Loan Facility and 3.50% Convertible Senior Notes as of June 30, 2024 were as follows: MSG Networks Credit Facilities LV Sphere Term Loan Facility 3.50% Convertible Senior Notes Total Fiscal year ending June 30, 2025 $ 849,750 $ — — $ 849,750 Fiscal year ending June 30, 2026 — — — — Fiscal year ending June 30, 2027 — — — — Fiscal year ending June 30, 2028 — 275,000 — 275,000 Fiscal year ending June 30, 2029 — — 258,750 258,750 Thereafter — — — — Total debt $ 849,750 $ 275,000 $ 258,750 $ 1,383,500 |
Pension Plans and Other Postr_2
Pension Plans and Other Postretirement Benefit Plan (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |
Schedule of Net Funded Status | The following table summarizes the projected benefit obligations, assets, funded status and the amounts recorded on the Company’s consolidated balance sheets as of June 30, 2024 and 2023, associated with the Pension Plans and Postretirement Plan based upon actuarial valuations as of those measurement dates. Pension Plans Postretirement Plan June 30, June 30, 2024 2023 2024 2023 Change in benefit obligation: Benefit obligation at beginning of period $ 38,136 $ 39,683 $ 1,799 $ 1,598 Service cost 243 245 18 20 Interest cost 1,995 1,755 89 68 Actuarial (gain) loss (a) (262) (1,485) 60 292 Benefits paid (2,347) (2,153) (240) (179) Acquisitions — 141 — — Plan settlements paid — (50) — — Benefit obligation at end of period 37,765 38,136 1,726 1,799 Change in plan assets: Fair value of plan assets at beginning of period 17,976 18,756 — — Actual return on plan assets 351 (312) — — Employer contributions 500 500 — — Benefits paid (1,159) (968) — — Fair value of plan assets at end of period 17,668 17,976 — — Funded status at end of period $ (20,097) $ (20,160) $ (1,726) $ (1,799) _________________ (a) In Fiscal Years 2024 and 2023, the actuarial gains on the benefit obligations were primarily due to a net increase in discount and interest crediting rates. |
Schedule of Amounts Recognized in Balance Sheet | Amounts recognized in the consolidated balance sheets as of June 30, 2024 and 2023 consist of: Pension Plans Postretirement Plan June 30, June 30, 2024 2023 2024 2023 Current liabilities (included in Accounts payable, accrued, and other current liabilities) $ (1,414) $ (1,355) $ (205) $ (157) Non-current liabilities (included in Other non-current liabilities) (18,683) (18,805) (1,521) (1,642) $ (20,097) $ (20,160) $ (1,726) $ (1,799) |
Schedule of Net Periodic Benefit Cost Not yet Recognized | Accumulated other comprehensive loss, before income tax, as of June 30, 2024 and 2023 consists of the following amounts that have not yet been recognized in net periodic benefit cost: Pension Plans Postretirement Plan June 30, June 30, 2024 2023 2024 2023 Actuarial (loss) gain $ (7,376) $ (7,249) $ 120 $ 203 |
Schedule of Net Periodic Benefit Cost | The following table presents components of net periodic benefit cost for the Pension Plans and Postretirement Plan included in the accompanying consolidated statements of operations for Fiscal Years 2024, 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 income (expense), net. Pension Plans Postretirement Plan Years Ended June 30, Years Ended June 30, 2024 2023 2022 2024 2023 2022 Service cost $ 243 $ 245 $ 371 $ 18 $ 20 $ 27 Interest cost 1,995 1,755 1,048 89 68 31 Expected return on plan assets (970) (853) (858) — — — Recognized actuarial loss (gain) 335 358 585 (23) (69) (27) Settlement gain — (12) — — — — Net periodic benefit cost $ 1,603 $ 1,493 $ 1,146 $ 84 $ 19 $ 31 |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) | Other pre-tax changes in plan assets and benefit obligations recognized in other comprehensive (loss) income for Fiscal Years 2024, 2023 and 2022 are as follows: Pension Plans Postretirement Plan Years Ended June 30, Years Ended June 30, 2024 2023 2022 2024 2023 2022 Actuarial (loss) gain, net $ (463) $ 288 $ 3,318 $ (60) $ (292) $ 243 Recognized actuarial loss (gain) 335 358 585 (23) (69) (27) Settlement gain — (12) — — — — Total recognized in other comprehensive (loss) income $ (128) $ 634 $ 3,903 $ (83) $ (361) $ 216 |
Schedule of Assumptions Used | Weighted-average assumptions used to determine benefit obligations (made at the end of the period) as of June 30, 2024 and 2023 are as follows: Pension Plans Postretirement Plan June 30, June 30, 2024 2023 2024 2023 Discount rate 5.51 % 5.34 % 5.40 % 5.41 % Rate of compensation increase 3.00 % 3.00 % n/a n/a Interest crediting rate 4.55 % 3.77 % n/a n/a Healthcare cost trend rate assumed for next year n/a n/a 6.75 % 7.00 % Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) n/a n/a 5.00 % 5.00 % Year that the rate reaches the ultimate trend rate n/a n/a 2032 2032 Weighted-average assumptions used to determine net periodic benefit cost (made at the beginning of the period) for Fiscal Years 2024, 2023 and 2022 are as follows: Pension Plans Postretirement Plan Years Ended June 30, Years Ended June 30, 2024 2023 2022 2024 2023 2022 Discount rate - projected benefit obligation 5.33 % 4.81 % 1.36 % 5.41 % 4.66 % 2.25 % Discount rate - service cost 5.52 % 5.06 % 3.13 % 5.39 % 4.89 % 2.62 % Discount rate - interest cost 5.40 % 4.55 % 2.18 % 5.47 % 4.38 % 1.75 % Expected long-term return on plan assets 5.65 % 5.00 % 3.96 % n/a n/a n/a Rate of compensation increase 3.00 % 3.00 % 3.00 % n/a n/a n/a Interest crediting rate 4.55 % 3.77 % 2.76 % n/a n/a n/a Healthcare cost trend rate assumed for next year n/a n/a n/a 7.00 % 6.00 % 6.25 % Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) n/a n/a n/a 5.00 % 5.00 % 5.00 % Year that the rate reaches the ultimate trend rate n/a n/a n/a 2032 2027 2027 |
Schedule of Allocation of Plan Assets | The weighted-average asset allocation of the pension plan assets as of June 30, 2024 and 2023 was as follows: As of June 30, Asset Classes (a) : 2024 2023 Fixed income securities 72 % 75 % Cash equivalents 28 % 25 % 100 % 100 % _________________ (a) The Company’s target allocation for the assets of the Networks 1212 Plan is 100% fixed income securities as of June 30, 2024 and 2023. |
Schedule of Changes in Fair Value of Plan Assets | The cumulative fair values of the individual plan assets at June 30, 2024 and 2023 by asset class are as follows: Fair Value Hierarchy As of June 30, 2024 2023 Money market fund (a) I $ 4,924 $ 4,533 Common collective trust (b) II 12,744 13,443 Total investments measured at fair value $ 17,668 $ 17,976 _________________ (a) Money market funds are classified within Level I of the fair value hierarchy as they are valued using observable inputs that reflect quoted prices for identical assets in active markets. |
Schedule of Expected Benefit Payments | The following table presents estimated future fiscal year benefit payments for the Pension Plans and Postretirement Plan: Pension Postretirement Fiscal year ending June 30, 2025 $ 2,753 $ 211 Fiscal year ending June 30, 2026 $ 2,980 $ 181 Fiscal year ending June 30, 2027 $ 3,069 $ 188 Fiscal year ending June 30, 2028 $ 3,015 $ 183 Fiscal year ending June 30, 2029 $ 3,127 $ 202 Fiscal years ending June 30, 2030 – 2034 $ 15,184 $ 915 |
Schedule Of Deferred Compensation Plan Recognized On Balance Sheet | Amounts recognized in the consolidated balance sheets as of June 30, 2024 and 2023 related to the Deferred Compensation Plan consist of: June 30, June 30, Non-current assets (included in Investments) $ 2,925 $ 1,087 Non-current liabilities (included in Other non-current liabilities) $ (2,936) $ (1,087) |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement, Disclosure [Abstract] | |
Share-Based Compensation Expense | The following table summarizes the Company’s share-based compensation expense for Fiscal Years 2024, 2023 and 2022: Fiscal Year Ended June 30, 2024 2023 2022 Share-based compensation (a) $ 47,382 $ 42,607 $ 56,760 _________________ (a) Share-based compensation excludes costs that have been capitalized of $2,193, $3,642 , and $2,979 for Fiscal Years 2024, 2023 and 2022, respectively. For Fiscal Years 2024, 2023 and 2022, share-based compensation also excludes costs of $1,166, $8,118, and $4,254, respectively, that have been reclassified to Restructuring charges in the consolidated statements of operations, as detailed in Note 5., Restructuring Charges. |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | The following table summarizes activity related to the Company’s RSUs and PSUs, held by the Company, MSG Sports and MSG Entertainment employees for Fiscal Year 2024: Number of Weighted-Average RSUs PSUs Unvested award balance as of June 30, 2023 1,140 1,179 $ 63.74 Granted 626 439 $ 36.94 Vested (a) (660) (338) $ 37.48 Forfeited (68) (85) $ 31.99 Unvested award balance as of June 30, 2024 1,038 1,195 $ 64.90 _________________ (a) The fair value of RSUs and PSUs that vested and were distributed during Fiscal Year 2024 was $45,263. Upon delivery, RSUs and PSUs granted under the Employee Stock Plan and the MSG Networks Employee Stock Plan were net share-settled to cover the required statutory tax withholding obligations. To fulfill the employees’ statutory minimum tax withholding obligations for the applicable income and other employment taxes, 431 awards, with an aggregate value of $15,996 were retained by the Company during Fiscal Year 2024. The following table summarizes additional information about RSUs and PSUs: Years Ended June 30, 2024 2023 2022 Weighted average grant date fair value per share of awards granted $ 36.94 $ 50.81 $ 79.34 Fair value of awards vested $ 45,263 $ 42,467 $ 39,530 |
Share-based Payment Arrangement, Option, Activity | The following table summarizes activity related to the Company’s stock options for Fiscal Year 2024: Number of Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value Balance as of June 30, 2023 724 $ 48.03 Options granted during Fiscal Year 2024 3,819 $ 46.17 Options exercised during Fiscal Year 2024 (184) $ 48.06 Options forfeited during Fiscal Year 2024 (432) $ 46.17 Balance as of June 30, 2024 3,927 $ 51.51 8.32 $ 497 Exercisable as of June 30, 2024 540 $ 48.08 2.06 $ 497 |
Share-Based Payment Arrangement, Stock Appreciation Right, Activity | The following table summarizes activity related to the Company’s SARs for Fiscal Year 2024: Number of Weighted-Average Price Weighted-Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value Balance as of June 30, 2023 — $ — SARs granted during Fiscal Year 2024 188 $ 46.17 Balance as of June 30, 2024 188 $ 46.17 2.31 $ — Exercisable as of June 30, 2024 — $ — |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table details the components of accumulated other comprehensive loss: Pension Plans and Cumulative Translation Adjustments Accumulated Balance as of June 30, 2023 $ (5,138) $ 200 $ (4,938) Other comprehensive loss: Other comprehensive loss before reclassifications — (1,851) (1,851) Amounts reclassified from accumulated other comprehensive loss (a) (539) — (539) Income tax benefit 143 618 761 Other comprehensive loss, total (396) (1,233) (1,629) Balance as of June 30, 2024 $ (5,534) $ (1,033) $ (6,567) Pension Plans and Cumulative Translation Adjustments Accumulated Balance as of June 30, 2022 $ (40,287) $ (8,068) $ (48,355) Other comprehensive income: Other comprehensive income before reclassifications — 6,656 6,656 Amounts reclassified from accumulated other comprehensive loss (a) 1,755 — 1,755 Income tax expense (323) (1,212) (1,535) Other comprehensive income, total 1,432 5,444 6,876 Disposition of Tao Group Hospitality — 2,824 2,824 Distribution of MSG Entertainment 33,717 — 33,717 Balance as of June 30, 2023 $ (5,138) $ 200 $ (4,938) Pension Plans and Cumulative Translation Adjustments Accumulated Balance as of June 30, 2021 $ (45,425) $ 15,153 $ (30,272) Other comprehensive income (loss): Other comprehensive loss before reclassifications — (25,034) (25,034) Amounts reclassified from accumulated other comprehensive loss (a) 2,734 — 2,734 Income tax benefit 2,404 1,813 4,217 Other comprehensive income (loss), total 5,138 (23,221) (18,083) Balance as of June 30, 2022 $ (40,287) $ (8,068) $ (48,355) _________________ (a) Amounts reclassified from accumulated other comprehensive loss represent curtailments, settlement losses recognized, the amortization of net actuarial gain (loss) and net unrecognized prior service credit included in net periodic benefit cost, which is reflected under Other income (expense), net in the accompanying consolidated statements of operations (see Note 14. Pension Plans and Other Postretirement Benefit Plan). |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Income tax benefit (expense) attributable to continuing operations is comprised of the following components: Years Ended June 30, 2024 2023 2022 Current benefit (expense): Federal $ 8,200 $ 1,389 $ 1,555 State and other (5,148) (4,672) 9,927 3,052 (3,283) 11,482 Deferred benefit (expense): Federal 93,322 (59,253) 17,665 State and other 39,218 (40,867) 683 132,540 (100,120) 18,348 Income tax benefit (expense) $ 135,592 $ (103,403) $ 29,830 |
Schedule of Effective Income Tax Rate Reconciliation | The income tax benefit (expense) attributable to continuing operations differs from the amount derived by applying the statutory federal rate to pre-tax income (loss) principally due to the effect of the following items: Years Ended June 30, 2024 2023 2022 Federal tax benefit (expense) at statutory federal rate 75,648 (57,840) 35,213 State income taxes, net of federal benefit 13,337 (35,656) 3,970 Change in the estimated applicable tax rate used to determine deferred taxes 60,877 (1,286) 1,732 Change in valuation allowance (29,189) 2,053 2,200 Nondeductible officers’ compensation (5,554) (4,814) (12,759) Nondeductible expenses (1,564) (291) (172) Nontaxable gain on repayment of Term Loan 13,757 — — Return to provision 4,881 (672) — Excess tax benefit related to share-based payment awards 974 (4,678) (320) Other 2,425 (219) (34) Income tax benefit (expense) $ 135,592 $ (103,403) $ 29,830 |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences which give rise to significant portions of the deferred tax assets and liabilities at June 30, 2024 and 2023 are as follows: As of June 30, June 30, Deferred tax asset: Net operating loss (“NOL”) carryforwards $ 229,962 $ 26,684 Tax credit carryforwards 631 — Accrued employee benefits 27,601 27,349 Restricted stock units and stock options 6,897 9,231 Right-of-use lease assets and lease liabilities, net 10,309 11,040 Investments 7,941 — Accrued litigation 4,712 14,991 Other 12,956 3,694 Total deferred tax assets $ 301,009 $ 92,989 Less valuation allowance (29,219) (30) Net deferred tax assets $ 271,790 $ 92,959 Deferred tax liabilities: Intangible and other assets $ (232,923) $ (264,800) Property and equipment (235,676) (105,405) Prepaid expenses (2,913) (5,870) Deferred interest (25,447) (12,474) Other investments — (83,962) Total deferred tax liabilities $ (496,959) $ (472,511) Deferred tax liabilities, net $ (225,169) $ (379,552) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes the composition and amounts of the transactions with the Company’s related parties. The significant components of these amounts are discussed below. These amounts are reflected in revenues and operating expenses in the accompanying consolidated statements of operations for Fiscal Years 2024, 2023 and 2022: Years Ended June 30, 2024 2023 2022 Revenues $ 3,585 $ 2,079 $ 1,220 Operating (expenses) credits: Media rights fees $ (175,462) $ (172,581) $ (163,131) Cost reimbursement from MSG Sports - MSG Sports Services Agreement — 29,836 38,254 Corporate general and administrative expenses, net - MSGE TSA (a) (110,966) (27,494) — Origination, master control and technical services (5,079) (4,982) (4,880) Other operating expenses, net (b) (18,017) (261) (952) Total operating expenses, net (c) $ (309,524) $ (175,482) $ (130,709) _________________ (a) Included in the year ended June 30, 2024, Corporate general and administrative expenses, net - MSGE TSA is $3,363 related to Restructuring charges for employees who provided services to the Company under the MSGE TSA. (b) Other operating expenses, net, includes CPC commission expenses, reimbursements to MSG Entertainment for professional and payroll fees, and charges relating to aircraft arrangements described above. (c) Of the total operating (expenses) credits, net, $(182,051), $(206,804) and $(167,928) for Fiscal Years 2024, 2023 and 2022, respectively, are included in direct operating expenses in the accompanying consolidated statements of operations, and $(127,473), $31,322 and $37,219 for Fiscal Years 2024, 2023 and 2022, respectively, are included in selling, general and administrative expenses. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information by Segment | Information as to the operations of the Company’s reportable segments is set forth below. Year Ended June 30, 2024 Sphere MSG Networks Total Revenues $ 497,159 $ 529,730 $ 1,026,889 Direct operating expenses (205,307) (342,517) (547,824) Selling, general and administrative expenses (393,039) (39,814) (432,853) Depreciation and amortization (248,248) (8,246) (256,494) Impairment and other losses, net (121,473) — (121,473) Restructuring charges (9,476) (10) (9,486) Operating (loss) income (480,384) 139,143 (341,241) Interest income 25,687 Interest expense (79,868) Other income, net 35,197 Loss from operations before income taxes $ (360,225) Reconciliation of operating (loss) income to adjusted operating (loss) income: Operating (loss) income $ (480,384) $ 139,143 $ (341,241) Add back: Share-based compensation 40,514 6,330 46,844 Depreciation and amortization 248,248 8,246 256,494 Restructuring charges 9,476 10 9,486 Impairment and other losses, net 121,473 — 121,473 Merger and acquisition related costs, net of insurance recoveries (1,176) (11,542) (12,718) Amortization for capitalized cloud computing costs — 87 87 Remeasurement of deferred compensation plan liabilities 306 — 306 Adjusted operating (loss) income $ (61,543) $ 142,274 $ 80,731 Other information: Capital expenditures $ 259,642 $ 6,555 $ 266,197 Year Ended June 30, 2023 Sphere MSG Networks Total Revenues $ 2,610 $ 571,221 $ 573,831 Direct operating expenses (5,545) (336,666) (342,211) Selling, general and administrative expenses (325,660) (126,482) (452,142) Depreciation and amortization (24,048) (6,668) (30,716) Impairment and other gains (losses), net 6,229 (109) 6,120 Restructuring charges (23,136) (4,788) (27,924) Operating (loss) income (369,550) 96,508 (273,042) Interest income 11,585 Interest expense — Other income, net 536,887 Income from operations before income taxes $ 275,430 Reconciliation of operating (loss) income to adjusted operating (loss) income: Operating (loss) income $ (369,550) $ 96,508 $ (273,042) Add back: Share-based compensation 36,188 6,419 42,607 Depreciation and amortization 24,048 6,668 30,716 Restructuring charges 23,136 4,788 27,924 Impairment and other (gains) losses, net (6,229) 109 (6,120) Merger and acquisition related costs (189) 55,236 55,047 Amortization for capitalized cloud computing costs — 161 161 Remeasurement of deferred compensation plan liabilities 187 — 187 Adjusted operating (loss) income $ (292,409) $ 169,889 $ (122,520) Other information: Capital expenditures $ 1,025,700 $ 9,185 $ 1,034,885 Year Ended June 30, 2022 Sphere MSG Networks Total Revenues $ 1,900 $ 608,155 $ 610,055 Direct operating expenses — (320,278) (320,278) Selling, general and administrative expenses (293,664) (126,129) (419,793) Depreciation and amortization (13,168) (9,394) (22,562) Impairment and other gains 245 — 245 Restructuring charges (12,952) (452) (13,404) Operating (loss) income (317,639) 151,902 (165,737) Interest income 3,575 Interest expense — Other expense, net (5,518) Loss from operations before income taxes $ (167,680) Reconciliation of operating (loss) income to adjusted operating (loss) income: Operating (loss) income $ (317,639) $ 151,902 (165,737) Add back: Share-based compensation 39,668 17,092 56,760 Depreciation and amortization 13,168 9,394 22,562 Restructuring charges 12,952 452 13,404 Impairment and other gains (245) — (245) Merger and acquisition related costs 20,834 27,683 48,517 Amortization for capitalized cloud computing costs 95 176 271 Adjusted operating (loss) income $ (231,167) $ 206,699 $ (24,468) Other information: Capital expenditures $ 717,093 $ 3,673 $ 720,766 |
Schedules of Concentration of Risk | Accounts receivable, net on the accompanying consolidated balance sheets as of June 30, 2024 and 2023 included amounts due from the following individual customers, substantially derived from the MSG Networks segment, which accounted for the noted percentages of the gross balance: As of June 30, 2024 2023 Customer A 10 % 23 % Customer B 10 % 22 % Customer C N/A 17 % Revenues in the accompanying consolidated statements of operations for Fiscal Years 2024, 2023 and 2022 included amounts from the following individual customers, primarily derived from the MSG Networks segment, which accounted for the noted percentages of the total: Years Ended June 30, 2024 2023 2022 Customer 1 14 % 26 % 27 % Customer 2 13 % 26 % 26 % Customer 3 10 % 21 % 21 % |
Additional Financial Informat_2
Additional Financial Information (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Additional Financial Information [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | The following table provides a summary of the amounts recorded as cash and cash equivalents, and restricted cash as of June 30, 2024 and 2023: As of June 30, 2024 2023 Cash and cash equivalents $ 559,757 $ 131,965 Restricted cash $ 13,476 $ 297,149 Total Cash and cash equivalents, and restricted cash $ 573,233 $ 429,114 |
Schedule of Cash and Cash Equivalents | The following table provides a summary of the amounts recorded as cash and cash equivalents, and restricted cash as of June 30, 2024 and 2023: As of June 30, 2024 2023 Cash and cash equivalents $ 559,757 $ 131,965 Restricted cash $ 13,476 $ 297,149 Total Cash and cash equivalents, and restricted cash $ 573,233 $ 429,114 |
Schedule of Other Current Assets | Prepaid expenses and other current assets as of June 30, 2024 and 2023 consisted of the following: As of June 30, 2024 2023 Prepaid expenses $ 30,864 $ 23,450 Note and other receivables 3,866 21,453 Inventory 11,893 — Current deferred production costs 2,094 6,524 Other 6,138 4,658 Total prepaid expenses and other current assets $ 54,855 $ 56,085 |
Other Current Liabilities | Accounts payable, accrued, and other current liabilities as of June 30, 2024 and 2023 consisted of the following: As of June 30, 2024 2023 Accounts payable $ 18,875 $ 39,654 Accrued payroll and employee related liabilities 85,766 75,579 Cash due to promoters 72,577 73,611 Capital expenditure accruals 156,234 236,593 Accrued legal fees 20,876 53,857 Other accrued expenses 62,759 36,437 Total accounts payable, accrued, and other current liabilities $ 417,087 $ 515,731 |
Schedule of Other Nonoperating Income (Expense) | Other income (expense), net for Fiscal Years 2024, 2023 and 2022 included the following: Years Ended June 30, 2024 2023 2022 Realized and unrealized (loss) gain on MSGE Retained Interest, see Note 7 for further detail $ (19,027) $ 545,715 $ — Gain on litigation settlement 62,647 — — Unrealized gain on equity investments without readily determinable fair value — 1,969 — Loss on equity method investments (6,677) (8,184) (4,863) Other (1,746) (2,613) (655) Total other income (expense), net $ 35,197 $ 536,887 $ (5,518) |
Interim Condensed Financial I_2
Interim Condensed Financial Information (Unaudited) (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Condensed Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | The following is a summary of the Company’s selected quarterly financial data for Fiscal Years 2024 and 2023: Three Months Ended September 30, December 31, March 31, June 30, 2023 2023 2024 2024 Revenues $ 118,007 $ 314,157 $ 321,330 $ 273,395 Operating expenses (187,796) (473,839) (361,723) (344,772) Operating loss $ (69,789) $ (159,682) $ (40,393) $ (71,377) Net income (loss) from continuing operations $ 67,072 $ (173,248) $ (47,240) $ (71,217) Net (loss) income from discontinued operations, net of taxes $ (647) $ — $ — $ 24,631 Net income (loss) attributable to Sphere Entertainment Co.’s stockholders $ 66,425 $ (173,248) $ (47,240) $ (46,586) Continuing Operations Basic earnings (loss) per common share attributable to Sphere Entertainment Co.’s stockholders $ 1.92 $ (4.91) $ (1.33) $ (2.00) Diluted earnings (loss) per common share attributable to Sphere Entertainment Co.’s stockholders $ 1.90 $ (4.91) $ (1.33) $ (2.00) Discontinued Operations Basic (loss) earnings per common share attributable to Sphere Entertainment Co.’s stockholders $ (0.02) $ — $ — $ 0.69 Diluted (loss) earnings per common share attributable to Sphere Entertainment Co.’s stockholders $ (0.01) $ — $ — $ 0.69 Three Months Ended September 30, December 31, March 31, June 30, 2022 2022 2023 2023 Revenues $ 123,129 $ 159,541 $ 162,062 $ 129,099 Operating expenses (174,184) (209,276) (263,968) (199,445) Operating loss $ (51,055) $ (49,735) $ (101,906) $ (70,346) Net (loss) income from continuing operations $ (46,303) $ (27,308) $ (113,998) $ 359,636 Net income from discontinued operations $ 2,260 $ 97,865 $ 55,443 $ 178,085 Net (loss) income $ (44,043) $ 70,557 $ (58,555) $ 537,721 Less: Net income (loss) attributable to redeemable noncontrolling interests from discontinued operations 1,124 3,029 (1,492) 1,264 Less: Net loss attributable to nonredeemable noncontrolling interests from discontinued operations (410) (56) (216) (335) Net (loss) income attributable to Sphere Entertainment Co.’s stockholders $ (44,757) $ 67,584 $ (56,847) $ 536,792 Continuing Operations Basic (loss) earnings per common share attributable to Sphere Entertainment Co.’s stockholders $ (1.35) $ (0.79) $ (3.28) $ 10.34 Diluted (loss) earnings per common share attributable to Sphere Entertainment Co.’s stockholders $ (1.35) $ (0.79) $ (3.28) $ 10.21 Discontinued Operations Basic earnings per common share attributable to Sphere Entertainment Co.’s stockholders $ 0.05 $ 2.74 $ 1.65 $ 5.09 Diluted earnings per common share attributable to Sphere Entertainment Co.’s stockholders $ 0.05 $ 2.74 $ 1.65 $ 5.03 |
SCHEDULE II VALUATION AND QUA_2
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ (201) | $ (3,766) | $ (4,485) |
(Additions) / Deductions Charged to Costs and Expenses | (29,189) | 2,050 | 2,323 |
(Additions) / Deductions Charged to Other Accounts | 0 | 840 | (1,992) |
Deductions | 161 | 675 | 388 |
Balance at End of Period | (29,229) | (201) | (3,766) |
Allowance for doubtful accounts / credit losses | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | (171) | (843) | (1,354) |
(Additions) / Deductions Charged to Costs and Expenses | 0 | (3) | 123 |
(Additions) / Deductions Charged to Other Accounts | 0 | 0 | 0 |
Deductions | 161 | 675 | 388 |
Balance at End of Period | (10) | (171) | (843) |
Deferred tax valuation allowance | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | (30) | (2,923) | (3,131) |
(Additions) / Deductions Charged to Costs and Expenses | (29,189) | 2,053 | 2,200 |
(Additions) / Deductions Charged to Other Accounts | 0 | 840 | (1,992) |
Deductions | 0 | 0 | 0 |
Balance at End of Period | $ (29,219) | $ (30) | $ (2,923) |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) | 12 Months Ended | |||
Apr. 20, 2023 $ / shares shares | Jun. 30, 2024 ft² segment guest network ft $ / shares | Jun. 30, 2023 $ / shares | May 03, 2023 | |
Conversion of Stock [Line Items] | ||||
Number of segments | segment | 2 | |||
Number of networks | network | 2 | |||
Venue occupancy, number of guests | guest | 20,000 | |||
Building height (in feet) | ft | 100 | |||
Studio Campus | ||||
Conversion of Stock [Line Items] | ||||
Studio campus, square footage (in square feet) | ft² | 68,000 | |||
Big Dome | ||||
Conversion of Stock [Line Items] | ||||
Studio campus, square footage (in square feet) | ft² | 28,000 | |||
Exosphere | ||||
Conversion of Stock [Line Items] | ||||
Studio campus, square footage (in square feet) | ft² | 580,000 | |||
Discontinued Operations, Disposed of by Sale | Tao Group Hospitality | ||||
Conversion of Stock [Line Items] | ||||
Disposal group, including discontinued operation, ownership percentage in disposed asset | 66.90% | |||
MSG Stockholders | Madison Square Garden Entertainment | Spinoff | ||||
Conversion of Stock [Line Items] | ||||
Noncontrolling interest, ownership percentage by parent | 67% | |||
Noncontrolling interest, ownership percentage by noncontrolling owners | 33% | |||
Class A Common Stock | ||||
Conversion of Stock [Line Items] | ||||
Common stock, par value (dollars per share) | $ 0.01 | $ 0.01 | ||
Class A Common Stock | Spinoff | Madison Square Garden Entertainment | ||||
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 value (dollars per share) | $ 0.01 | |||
Class B Common Stock | ||||
Conversion of Stock [Line Items] | ||||
Common stock, par value (dollars per share) | $ 0.01 | $ 0.01 | ||
Class B Common Stock | Spinoff | Madison Square Garden Entertainment | ||||
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 value (dollars per share) | $ 0.01 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 2 Months Ended | 12 Months Ended | ||||
Sep. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | Oct. 31, 2024 | Mar. 31, 2024 | |
Debt Instrument [Line Items] | ||||||
Total production content | $ 93,081,000 | $ 61,421,000 | ||||
Advertising costs | 25,295,000 | 16,977,000 | $ 22,880,000 | |||
Accounts receivable, allowance for credit loss | $ 10,000 | 171,000 | ||||
Equity method investments, recognition of proportionate share of income, lag period | 3 months | |||||
Customer advances, ticket sales | $ 72,619,000 | |||||
Capital expenditures reflected in payables | 417,087,000 | 515,731,000 | ||||
Capital expenditure accruals | 156,234,000 | 236,593,000 | ||||
Long-term debt | 1,383,500,000 | |||||
Net | 849,437,000 | 82,500,000 | ||||
Continuing Operations | ||||||
Debt Instrument [Line Items] | ||||||
Cash and cash equivalents | 559,757,000 | 131,965,000 | $ 680,575,000 | |||
Secured Debt | Forecast | MSG Networks | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of secured debt | $ 20,625,000 | |||||
Secured Debt | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | 522,735,000 | 1,118,387,000 | ||||
MSG Networks | ||||||
Debt Instrument [Line Items] | ||||||
Cash and cash equivalents | 117,807,000 | |||||
MSG Networks Credit Facilities | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | 849,750,000 | |||||
MSG Networks Credit Facilities | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | 849,750,000 | |||||
MSG Networks Credit Facilities | Secured Debt | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | 0 | 848,267,000 | ||||
Net | $ 849,437,000 | $ 82,500,000 | ||||
Long-term debt, term | 1 year | |||||
MSG Networks Credit Facilities | Secured Debt | Line of Credit | Forecast | ||||||
Debt Instrument [Line Items] | ||||||
Net | $ 829,125,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Property and Equipment and Intangible Assets (Details) | Jun. 30, 2024 |
Affiliate relationships | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 24 years |
Technology | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 5 years |
Trade name | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 5 years |
Buildings | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 40 years |
Minimum | Equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 1 year |
Minimum | Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 1 year |
Maximum | Equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 30 years |
Maximum | Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |||||||||||
Income (loss) from discontinued operations, net of taxes | $ 24,631 | $ 0 | $ 0 | $ (647) | $ 178,085 | $ 55,443 | $ 97,865 | $ 2,260 | $ 23,984 | $ 333,653 | $ (52,297) |
Gain on disposition | 212,857 | ||||||||||
Income tax expense (benefit) | $ 1,020 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Disposed Income Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Income tax expense | $ 1,020 | ||||||||||
Gain on disposal, net of taxes | (212,857) | ||||||||||
Income (loss) from discontinued operations, net of taxes | $ 24,631 | $ 0 | $ 0 | $ (647) | $ 178,085 | $ 55,443 | $ 97,865 | $ 2,260 | $ 23,984 | 333,653 | $ (52,297) |
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 | 1,177,467 | 1,114,563 | |||||||||
Direct operating expenses | (683,269) | (685,759) | |||||||||
Selling, general, and administrative expenses | (270,498) | (265,211) | |||||||||
Depreciation and amortization | (72,659) | (102,067) | |||||||||
Impairment and other gains, net | 4,834 | 2,800 | |||||||||
Restructuring charges | (7,435) | (1,286) | |||||||||
Operating income | 148,440 | 63,040 | |||||||||
Interest income | 3,029 | 635 | |||||||||
Interest expense | (3,582) | (27,155) | |||||||||
Other income, net | 12,121 | ||||||||||
Other expense, net | (84,772) | ||||||||||
Income from discontinued operations before income taxes | 160,008 | (48,252) | |||||||||
Income tax expense | (39,212) | (4,045) | |||||||||
Income (loss) from discontinued operations, net of taxes | 120,796 | ||||||||||
Gain on disposal before income taxes | 213,877 | ||||||||||
Income tax expense | 1,020 | ||||||||||
Gain on disposal, net of taxes | (212,857) | ||||||||||
Income (loss) from discontinued operations, net of taxes | 333,653 | (52,297) | |||||||||
Less: Net income attributable to redeemable noncontrolling interests | 3,925 | (3,491) | |||||||||
Less: Net loss attributable to nonredeemable noncontrolling interests | (1,017) | 7,739 | |||||||||
Net (loss) income attributable to discontinued operations per statement of operations | $ 23,984 | 330,745 | (56,545) | ||||||||
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | Eliminations | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Revenues | (1,761) | (2,698) | |||||||||
Direct operating expenses | 1,371 | 2,077 | |||||||||
Selling, general, and administrative expenses | (195) | 0 | |||||||||
Depreciation and amortization | 0 | 0 | |||||||||
Impairment and other gains, net | 0 | 0 | |||||||||
Restructuring charges | 0 | 0 | |||||||||
Operating income | (585) | (621) | |||||||||
Interest income | 0 | 0 | |||||||||
Interest expense | 0 | 0 | |||||||||
Other income, net | 0 | ||||||||||
Other expense, net | 0 | ||||||||||
Income from discontinued operations before income taxes | (585) | (621) | |||||||||
Income tax expense | 0 | 0 | |||||||||
Income (loss) from discontinued operations, net of taxes | (585) | ||||||||||
Gain on disposal before income taxes | 0 | ||||||||||
Income tax expense | 0 | ||||||||||
Gain on disposal, net of taxes | 0 | ||||||||||
Income (loss) from discontinued operations, net of taxes | (585) | (621) | |||||||||
Less: Net income attributable to redeemable noncontrolling interests | 0 | 0 | |||||||||
Less: Net loss attributable to nonredeemable noncontrolling interests | 0 | 0 | |||||||||
Net (loss) income attributable to discontinued operations per statement of operations | (585) | (621) | |||||||||
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | Madison Square Garden Entertainment | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Depreciation and amortization | (49,423) | (69,564) | |||||||||
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | Madison Square Garden Entertainment | Operating Segments | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Revenues | 731,299 | 632,612 | |||||||||
Direct operating expenses | (421,440) | (417,108) | |||||||||
Selling, general, and administrative expenses | (119,032) | (110,288) | |||||||||
Depreciation and amortization | (49,423) | (69,564) | |||||||||
Impairment and other gains, net | 4,361 | 0 | |||||||||
Restructuring charges | (7,435) | (1,286) | |||||||||
Operating income | 138,330 | 34,366 | |||||||||
Interest income | 2,880 | 612 | |||||||||
Interest expense | (1,031) | (25,453) | |||||||||
Other income, net | 11,456 | ||||||||||
Other expense, net | (84,690) | ||||||||||
Income from discontinued operations before income taxes | 151,635 | (75,165) | |||||||||
Income tax expense | (5,517) | 14,069 | |||||||||
Income (loss) from discontinued operations, net of taxes | 146,118 | ||||||||||
Gain on disposal before income taxes | 0 | ||||||||||
Income tax expense | 0 | ||||||||||
Gain on disposal, net of taxes | 0 | ||||||||||
Income (loss) from discontinued operations, net of taxes | 146,118 | (61,096) | |||||||||
Less: Net income attributable to redeemable noncontrolling interests | 0 | (2,864) | |||||||||
Less: Net loss attributable to nonredeemable noncontrolling interests | (553) | 0 | |||||||||
Net (loss) income attributable to discontinued operations per statement of operations | 146,671 | (58,232) | |||||||||
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | Tao Group Hospitality | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Depreciation and amortization | (23,236) | (32,503) | |||||||||
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | Tao Group Hospitality | Operating Segments | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Revenues | 447,929 | 484,649 | |||||||||
Direct operating expenses | (263,200) | (270,728) | |||||||||
Selling, general, and administrative expenses | (151,271) | (154,923) | |||||||||
Depreciation and amortization | (23,236) | (32,503) | |||||||||
Impairment and other gains, net | 473 | 2,800 | |||||||||
Restructuring charges | 0 | 0 | |||||||||
Operating income | 10,695 | 29,295 | |||||||||
Interest income | 149 | 23 | |||||||||
Interest expense | (2,551) | (1,702) | |||||||||
Other income, net | 665 | ||||||||||
Other expense, net | (82) | ||||||||||
Income from discontinued operations before income taxes | 8,958 | 27,534 | |||||||||
Income tax expense | (33,695) | (18,114) | |||||||||
Income (loss) from discontinued operations, net of taxes | (24,737) | ||||||||||
Gain on disposal before income taxes | 213,877 | ||||||||||
Income (loss) from discontinued operations, net of taxes | 188,120 | 9,420 | |||||||||
Less: Net income attributable to redeemable noncontrolling interests | 3,925 | (627) | |||||||||
Less: Net loss attributable to nonredeemable noncontrolling interests | (464) | 7,739 | |||||||||
Net (loss) income attributable to discontinued operations per statement of operations | $ 184,659 | $ 2,308 |
Discontinued Operations - Sch_2
Discontinued Operations - Schedule of Disposed Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Non-cash items included in net income (loss): | |||
Impairments and other gains, net | $ 121,473 | $ (224,831) | $ (3,045) |
Share-based compensation expense | 48,010 | 62,658 | 77,141 |
Cash flow from investing activities: | |||
Capital expenditures, net | 264,700 | 1,058,978 | 756,717 |
Non-cash investing activities: | |||
Capital expenditures incurred but not yet paid | $ 49,834 | 248,041 | 206,462 |
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | |||
Non-cash items included in net income (loss): | |||
Depreciation and amortization | 72,659 | 102,067 | |
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | Madison Square Garden Entertainment | |||
Non-cash items included in net income (loss): | |||
Depreciation and amortization | 49,423 | 69,564 | |
Impairments and other gains, net | (4,361) | 0 | |
Share-based compensation expense | 4,710 | 8,480 | |
Cash flow from investing activities: | |||
Capital expenditures, net | 12,832 | 15,797 | |
Non-cash investing activities: | |||
Capital expenditures incurred but not yet paid | 780 | 1,585 | |
Investments and loans to nonconsolidated affiliates | 0 | 0 | |
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | Tao Group Hospitality | |||
Non-cash items included in net income (loss): | |||
Depreciation and amortization | 23,236 | 32,503 | |
Impairments and other gains, net | (214,350) | (2,800) | |
Share-based compensation expense | 7,224 | 7,647 | |
Cash flow from investing activities: | |||
Capital expenditures, net | 17,488 | 23,309 | |
Non-cash investing activities: | |||
Capital expenditures incurred but not yet paid | 817 | 119 | |
Investments and loans to nonconsolidated affiliates | $ 113 | $ 791 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | $ 1,023,861 | $ 571,221 | $ 608,155 | ||||||||
Revenues from subleases | 3,028 | 2,610 | 1,900 | ||||||||
Revenues | $ 273,395 | $ 321,330 | $ 314,157 | $ 118,007 | $ 129,099 | $ 162,062 | $ 159,541 | $ 123,129 | 1,026,889 | 573,831 | 610,055 |
Sponsorship, signage, Exosphere advertising, and suite license revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 87,173 | ||||||||||
Ticketing And Venue License Fee Revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 340,256 | ||||||||||
Food, beverage and merchandise revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 66,702 | ||||||||||
Media networks revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 529,730 | 571,221 | 608,155 | ||||||||
Sphere | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 494,131 | 0 | 0 | ||||||||
Revenues from subleases | 3,028 | 2,610 | 1,900 | ||||||||
Revenues | 497,159 | 2,610 | 1,900 | ||||||||
Sphere | Operating Segments | Sponsorship, signage, Exosphere advertising, and suite license revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 87,173 | ||||||||||
Sphere | Operating Segments | Ticketing And Venue License Fee Revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 340,256 | ||||||||||
Sphere | Operating Segments | Food, beverage and merchandise revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 66,702 | ||||||||||
Sphere | Operating Segments | Media networks revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 0 | 0 | 0 | ||||||||
MSG Networks | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 529,730 | 571,221 | 608,155 | ||||||||
Revenues from subleases | 0 | 0 | 0 | ||||||||
Revenues | 529,730 | 571,221 | 608,155 | ||||||||
MSG Networks | Operating Segments | Sponsorship, signage, Exosphere advertising, and suite license revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 0 | ||||||||||
MSG Networks | Operating Segments | Ticketing And Venue License Fee Revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 0 | ||||||||||
MSG Networks | Operating Segments | Food, beverage and merchandise revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 0 | ||||||||||
MSG Networks | Operating Segments | Media networks revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 529,730 | 571,221 | 608,155 | ||||||||
Transferred over Time | Event-related | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 420,327 | ||||||||||
Transferred over Time | Sponsorship, signage, Exosphere advertising, and suite license revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 71,054 | 6,990 | 6,470 | ||||||||
Transferred over Time | Media related, primarily from affiliation agreements | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 521,611 | 558,362 | 596,032 | ||||||||
Transferred over Time | Sphere | Operating Segments | Event-related | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 420,327 | ||||||||||
Transferred over Time | Sphere | Operating Segments | Sponsorship, signage, Exosphere advertising, and suite license revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 68,876 | 0 | 0 | ||||||||
Transferred over Time | Sphere | Operating Segments | Media related, primarily from affiliation agreements | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 0 | 0 | 0 | ||||||||
Transferred over Time | MSG Networks | Operating Segments | Event-related | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 0 | ||||||||||
Transferred over Time | MSG Networks | Operating Segments | Sponsorship, signage, Exosphere advertising, and suite license revenues | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 2,178 | 6,990 | 6,470 | ||||||||
Transferred over Time | MSG Networks | Operating Segments | Media related, primarily from affiliation agreements | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 521,611 | 558,362 | 596,032 | ||||||||
Transferred at Point in Time | Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 10,869 | 5,869 | 5,653 | ||||||||
Transferred at Point in Time | Sphere | Operating Segments | Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | 4,928 | 0 | 0 | ||||||||
Transferred at Point in Time | MSG Networks | Operating Segments | Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues from contracts with customers | $ 5,941 | $ 5,869 | $ 5,653 |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Contract Balances [Line Items] | |||
Revenue recognized | $ 21,946 | ||
Receivables from contracts with customers, net | |||
Contract Balances [Line Items] | |||
Contract balance, assets | 228,230 | $ 115,039 | $ 124,319 |
Contract assets, current | |||
Contract Balances [Line Items] | |||
Contract balance, assets | 1,500 | 314 | 0 |
Contract assets, non-current | |||
Contract Balances [Line Items] | |||
Contract balance, assets | 907 | 0 | 756 |
Deferred revenue, including non-current portion | |||
Contract Balances [Line Items] | |||
Contract balance, liabilities | 97,151 | 27,397 | 4,413 |
Net related party receivables | |||
Contract Balances [Line Items] | |||
Contract balance, assets | $ 0 | $ 2,730 | $ 992 |
Revenue Recognition - Remaining
Revenue Recognition - Remaining Performance Obligation (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 115,187 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected timing of satisfaction, period | 1 year |
Remaining performance obligations | $ 56,548 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected timing of satisfaction, period | 1 year |
Remaining performance obligations | $ 37,016 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected timing of satisfaction, period | 1 year |
Remaining performance obligations | $ 16,244 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected timing of satisfaction, period | 1 year |
Remaining performance obligations | $ 4,696 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected timing of satisfaction, period | 1 year |
Remaining performance obligations | $ 683 |
Restructuring Charges - Narrati
Restructuring Charges - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |||
Restructuring charges | $ 9,486 | $ 27,924 | $ 13,404 |
Share-based compensation expense | $ 1,166 | $ 8,118 | $ 4,254 |
Restructuring Charges - Schedul
Restructuring Charges - Schedule of Restructuring Charges (Details) $ in Thousands | 12 Months Ended |
Jun. 30, 2024 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning balance | $ 8,891 |
Restructuring charges (excluding share-based compensation expense) | 8,320 |
Payments | (16,740) |
Restructuring reserve, ending balance | $ 471 |
Computation of (loss) earning_3
Computation of (loss) earnings per-share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Net (loss) income available to Sphere Entertainment Co.’s stockholders (numerator): | |||||||||||
(Loss) income from continuing operations | $ (71,217) | $ (47,240) | $ (173,248) | $ 67,072 | $ 359,636 | $ (113,998) | $ (27,308) | $ (46,303) | $ (224,633) | $ 172,027 | $ (137,850) |
Income (loss) from discontinued operations, net of taxes | $ 24,631 | $ 0 | $ 0 | $ (647) | $ 178,085 | $ 55,443 | $ 97,865 | $ 2,260 | 23,984 | 333,653 | (52,297) |
Net income (loss) attributable to redeemable noncontrolling interests from discontinued operations | 3,925 | 7,739 | |||||||||
Adjustment of redeemable noncontrolling interest to redemption value from discontinued operations | 0 | 0 | (3,173) | ||||||||
Net (loss) income attributable to discontinued operations for EPS: | $ 23,984 | $ 330,745 | $ (59,718) | ||||||||
Weighted-average shares (denominator): | |||||||||||
Weighted-average shares for basic EPS (in shares) | 35,301 | 34,651 | 34,255 | ||||||||
Dilutive effect of shares issuable under share-based compensation plans (in shares) | 0 | 278 | 0 | ||||||||
Weighted-average shares for diluted EPS (in shares) | 35,301 | 34,929 | 34,255 | ||||||||
Weighted-average anti-dilutive shares (in shares) | 0 | 800 | 0 | ||||||||
Basic (loss) earnings per common share | |||||||||||
Continuing operations, basic (in dollars per share) | $ (6.36) | $ 4.96 | $ (4.02) | ||||||||
Discontinued operations, basic (in dollars per share) | 0.68 | 9.55 | (1.75) | ||||||||
Basic (loss) earnings per common share attributable to Sphere Entertainment Co.'s stockholders (in dollars per share) | (5.68) | 14.51 | (5.77) | ||||||||
Diluted (loss) earnings per common share | |||||||||||
Continuing operations, diluted (in dollars per share) | (6.36) | 4.93 | (4.02) | ||||||||
Discontinued operations, diluted (in dollars per share) | 0.68 | 9.47 | (1.75) | ||||||||
Diluted (loss) earnings per common share attributable to Sphere Entertainment Co.'s stockholders (in dollars per share) | $ (5.68) | $ 14.40 | $ (5.77) | ||||||||
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | |||||||||||
Net (loss) income available to Sphere Entertainment Co.’s stockholders (numerator): | |||||||||||
Income (loss) from discontinued operations, net of taxes | $ 333,653 | $ (52,297) | |||||||||
Net (loss) income attributable to discontinued operations per statement of operations | $ 23,984 | 330,745 | (56,545) | ||||||||
Continuing Operations | |||||||||||
Basic (loss) earnings per common share | |||||||||||
Basic (loss) earnings per common share attributable to Sphere Entertainment Co.'s stockholders (in dollars per share) | $ (2) | $ (1.33) | $ (4.91) | $ 1.92 | $ 10.34 | $ (3.28) | $ (0.79) | $ (1.35) | |||
Diluted (loss) earnings per common share | |||||||||||
Diluted (loss) earnings per common share attributable to Sphere Entertainment Co.'s stockholders (in dollars per share) | (2) | (1.33) | (4.91) | 1.90 | $ 10.21 | $ (3.28) | $ (0.79) | $ (1.35) | |||
Discontinued Operations | |||||||||||
Net (loss) income available to Sphere Entertainment Co.’s stockholders (numerator): | |||||||||||
Net income (loss) attributable to redeemable noncontrolling interests from discontinued operations | $ 1,264 | $ (1,492) | $ 3,029 | $ 1,124 | 0 | 3,925 | 7,739 | ||||
Less: Net loss attributable to nonredeemable noncontrolling interests from discontinued operations | $ (335) | $ (216) | $ (56) | $ (410) | $ 0 | $ (1,017) | $ (3,491) | ||||
Basic (loss) earnings per common share | |||||||||||
Basic (loss) earnings per common share attributable to Sphere Entertainment Co.'s stockholders (in dollars per share) | 0.69 | 0 | 0 | (0.02) | $ 5.09 | $ 1.65 | $ 2.74 | $ 0.05 | |||
Diluted (loss) earnings per common share | |||||||||||
Diluted (loss) earnings per common share attributable to Sphere Entertainment Co.'s stockholders (in dollars per share) | $ 0.69 | $ 0 | $ 0 | $ (0.01) | $ 5.03 | $ 1.65 | $ 2.74 | $ 0.05 |
Investments - Equity and Other
Investments - Equity and Other Investments without Readily Determinable Fair Value (Details) € in Thousands, $ in Thousands | 1 Months Ended | ||||||||
Jan. 31, 2023 USD ($) | Jun. 30, 2024 USD ($) | Mar. 31, 2024 | Jan. 31, 2024 | Jun. 30, 2023 USD ($) | Jun. 30, 2023 EUR (€) | Jan. 31, 2023 EUR (€) | Jun. 30, 2019 | Dec. 31, 2018 | |
Schedule of Investments [Line Items] | |||||||||
Investments | $ 30,728 | $ 395,606 | |||||||
SACO Technologies Inc. (“SACO”) | |||||||||
Schedule of Investments [Line Items] | |||||||||
Investment Ownership Percentage as of June 30, 2024 | 30% | ||||||||
Crown Properties Collection | |||||||||
Schedule of Investments [Line Items] | |||||||||
Investment Ownership Percentage as of June 30, 2024 | 8.30% | ||||||||
Gotham Advanced Media and Entertainment | |||||||||
Schedule of Investments [Line Items] | |||||||||
Investment Ownership Percentage as of June 30, 2024 | 50% | ||||||||
Holoplot | |||||||||
Schedule of Investments [Line Items] | |||||||||
Investment Ownership Percentage as of June 30, 2024 | 25% | ||||||||
Equity Method Investments | SACO Technologies Inc. (“SACO”) | |||||||||
Schedule of Investments [Line Items] | |||||||||
Investment Ownership Percentage as of June 30, 2024 | 30% | ||||||||
Investments | $ 18,342 | 22,246 | |||||||
Equity Method Investments | Crown Properties Collection | |||||||||
Schedule of Investments [Line Items] | |||||||||
Investment Ownership Percentage as of June 30, 2024 | 8% | ||||||||
Investments | $ 60 | 0 | |||||||
Equity Method Investments | Gotham Advanced Media and Entertainment | |||||||||
Schedule of Investments [Line Items] | |||||||||
Investment Ownership Percentage as of June 30, 2024 | 50% | ||||||||
Investments | $ 680 | 0 | |||||||
Equity Method Investments | Holoplot Loan | |||||||||
Schedule of Investments [Line Items] | |||||||||
Investments | $ 0 | 20,971 | |||||||
Financing receivable, term | 3 years | ||||||||
Face amount | $ 20,484 | 20,484 | € 18,804 | € 18,804 | |||||
Equity Method Investments | Holoplot | |||||||||
Schedule of Investments [Line Items] | |||||||||
Investment Ownership Percentage as of June 30, 2024 | 0% | ||||||||
Investments | $ 0 | 1,542 | |||||||
Equity Method Investments | MSG Entertainment | |||||||||
Schedule of Investments [Line Items] | |||||||||
Investment Ownership Percentage as of June 30, 2024 | 0% | ||||||||
Investments | $ 0 | $ 341,039 | |||||||
Equity Method Investments | Madison Square Garden Entertainment | |||||||||
Schedule of Investments [Line Items] | |||||||||
Investment Ownership Percentage as of June 30, 2024 | 20% | 20% | |||||||
Equity investments without readily determinable fair values | |||||||||
Schedule of Investments [Line Items] | |||||||||
Investments | 8,721 | $ 8,721 | |||||||
Other equity investments with readily determinable fair values held in trust under the Company's Executive Deferred Compensation Plan | |||||||||
Schedule of Investments [Line Items] | |||||||||
Investments | $ 2,925 | $ 1,087 |
Investments - Narrative (Detail
Investments - Narrative (Details) € in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||
Apr. 25, 2024 USD ($) | Mar. 31, 2024 USD ($) | Jan. 31, 2024 | Oct. 31, 2018 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2019 USD ($) | Jun. 30, 2023 EUR (€) | Jan. 31, 2023 USD ($) | Jan. 31, 2023 EUR (€) | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Investments and loans in nonconsolidated affiliates | $ 731 | $ 5,949 | ||||||||||
Equity method investments, recognition of proportionate share of income, lag period | 3 months | |||||||||||
Goodwill | $ 470,152 | 456,807 | $ 456,807 | |||||||||
Defined benefit plan, plan assets, period increase (decrease) | 307 | 218 | $ 0 | |||||||||
Holoplot | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Business combination, consideration transferred, including equity interest in acquiree held before combination | $ 11,181 | |||||||||||
Business combination, recognized identifiable assets acquired and liabilities assumed, cash and equivalents | 2,554 | |||||||||||
Business combination, step acquisition, equity interest in acquiree, fair value | $ 5,689 | |||||||||||
Business combination, step acquisition, equity interest in acquiree, remeasurement loss | 10,262 | |||||||||||
Business combination, recognized identifiable assets acquired and liabilities assumed, intangible assets, other than goodwill | 17,818 | |||||||||||
Goodwill | 13,345 | |||||||||||
SACO | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Interest acquired (as a percent) | 30% | |||||||||||
Crown Properties Collection | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Interest acquired (as a percent) | 8.30% | |||||||||||
Investments and loans in nonconsolidated affiliates | $ 51 | |||||||||||
Equity method investments, recognition of proportionate share of income, lag period | 3 months | |||||||||||
Gotham Advanced Media and Entertainment | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Interest acquired (as a percent) | 50% | |||||||||||
Equity method investments, recognition of proportionate share of income, lag period | 3 months | |||||||||||
Investments | $ 680 | |||||||||||
Holoplot | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Interest acquired (as a percent) | 25% | |||||||||||
Equity Method Investments | SACO | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Interest acquired (as a percent) | 30% | |||||||||||
Purchase price for interest acquired | $ 47,244 | |||||||||||
Investments and loans in nonconsolidated affiliates | $ 4,800 | 42,444 | ||||||||||
Equity Method Investments | Crown Properties Collection | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Interest acquired (as a percent) | 8% | |||||||||||
Equity Method Investments | Gotham Advanced Media and Entertainment | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Interest acquired (as a percent) | 50% | |||||||||||
Equity Method Investments | Holoplot | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Interest acquired (as a percent) | 0% | |||||||||||
Equity Method Investments | Holoplot Loan | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Face amount | 20,484 | € 18,804 | $ 20,484 | € 18,804 | ||||||||
Cash | 7,625 | |||||||||||
Deposits | $ 12,859 | |||||||||||
Amortizable Intangible Assets | SACO | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Difference between carrying amount of investment and equity in underlying assets | $ 25,350 | |||||||||||
Minimum | Amortizable Intangible Assets | SACO | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Amortization period | 6 years | |||||||||||
Maximum | Amortizable Intangible Assets | SACO | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Amortization period | 12 years |
Investments - Schedule of Readi
Investments - Schedule of Readily Determinable Fair Value (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||
Unrealized gain | $ 0 | $ 1,969 | $ 0 |
Total realized and unrealized (loss) gain | $ (22,971) | 548,690 | (54,869) |
Supplemental information on realized (loss) gain: | |||
Equity securities, FV-NI, shares disposed (in shares) | 1,923 | ||
MSG Entertainment | |||
Schedule of Equity Method Investments [Line Items] | |||
Unrealized gain | $ 0 | 341,039 | |
(Loss) gain from shares sold | (19,027) | 204,676 | |
Total realized and unrealized (loss) gain | $ (19,027) | $ 545,715 | $ 0 |
Supplemental information on realized (loss) gain: | |||
Equity securities, FV-NI, shares disposed (in shares) | 1,923 | 0 | |
Shares of common stock sold (in shares) | 8,221 | 6,878 | |
Cash proceeds from common stock sold | $ 256,501 | $ 204,676 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,491,429 | $ 3,394,989 |
Less accumulated depreciation and amortization | (333,009) | (87,828) |
Total property and equipment, net | 3,158,420 | 3,307,161 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 44,279 | 80,878 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,261,150 | 69,049 |
Equipment, furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,163,361 | 159,786 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 18,497 | 18,491 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,142 | $ 3,066,785 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Capital expenditures reflected in payables | $ 417,087,000 | $ 515,731,000 | |||
Property, plant and equipment, transfers and changes | $ 3,130,028,000 | ||||
Depreciation and amortization expense on property and equipment | 252,706,000 | 27,601,000 | $ 16,794,000 | ||
Impairment and other (losses) gains, net | $ 116,541,000 | ||||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Capital expenditures reflected in payables | $ 156,234,000 | $ 236,593,000 |
Original Immersive Production_3
Original Immersive Production Content - Schedule of Deferred Immersive Production Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Other Industries [Abstract] | |||
Released, less amortization | $ 61,005 | $ 0 | |
In-process | 32,076 | 61,421 | |
Total production content | 93,081 | 61,421 | |
Production content costs | $ 20,427 | $ 0 | $ 0 |
Original Immersive Production_4
Original Immersive Production Content - Amortization of Deferred Immersive Production Content (Details) $ in Thousands | 12 Months Ended |
Jun. 30, 2024 USD ($) | |
Other Industries [Abstract] | |
Fiscal year ending June 30, 2025 | $ 15,925 |
Fiscal year ending June 30, 2026 | 7,931 |
Fiscal year ending June 30, 2027 | $ 7,095 |
Leases - Schedule of Lease Asse
Leases - Schedule of Lease Assets and Liabilities Recognized (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Leases [Abstract] | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Right-of-use lease assets | Right-of-use lease assets |
Right-of-use lease assets | $ 106,468 | $ 84,912 |
Lease liabilities: | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Operating lease liabilities, current | Operating lease liabilities, current |
Operating lease liabilities, current | $ 18,548 | $ 10,127 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Operating lease liabilities, non-current | Operating lease liabilities, non-current |
Operating lease liabilities, non-current | $ 128,022 | $ 110,259 |
Total lease liabilities | $ 146,570 | $ 120,386 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs Incurred In The Period (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Lessee, Lease, Description [Line Items] | |||
Total lease cost | $ 20,301 | $ 17,602 | $ 18,284 |
Direct operating expenses | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease cost | 3,984 | 1,676 | 1,287 |
Variable lease cost | 1,740 | 0 | 0 |
Selling, general and administrative expenses | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease cost | 14,549 | 15,925 | 16,977 |
Variable lease cost | $ 28 | $ 1 | $ 20 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended | ||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | |||
After-tax cash flow to be received (as a percent) | 0.25 | ||
Lessee, ground lease, funding | $ 75,000,000 | ||
Ground lease, term of contract | 50 years | ||
Proceeds from tenant incentives | $ 5,833,000 | $ 0 | $ 17,697,000 |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, term of contract | 2 months 12 days | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, term of contract | 17 years 7 months 6 days |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Lease Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | |||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 19,000 | $ 12,332 | $ 14,400 |
Lease assets obtained in exchange for new lease obligations | $ 33,900 | $ 6,435 | $ 43,834 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Leases [Abstract] | ||
Fiscal year ending June 30, 2025 | $ 19,555 | |
Fiscal year ending June 30, 2026 | 19,438 | |
Fiscal year ending June 30, 2027 | 15,866 | |
Fiscal year ending June 30, 2028 | 16,020 | |
Fiscal year ending June 30, 2029 | 16,574 | |
Thereafter | 118,613 | |
Total lease payments | 206,066 | |
Less imputed interest | 59,496 | |
Total lease liabilities | $ 146,570 | $ 120,386 |
Weighted average remaining lease term (in years) | 11 years 4 months 24 days | 12 years 1 month 6 days |
Weighted average discount rate | 5.89% | 5.38% |
Leases - Sublease Income (Detai
Leases - Sublease Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | |||
Sublease arrangements | $ 3,028 | $ 2,610 | $ 1,900 |
Leases - Schedule of Lease Paym
Leases - Schedule of Lease Payments for Non-Cancellable Subleases (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Leases [Abstract] | |
Fiscal year ending June 30, 2025 | $ 2,813 |
Fiscal year ending June 30, 2026 | 2,084 |
Total future minimum receipts | $ 4,897 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 456,807 | $ 456,807 |
Activity | 13,345 | 0 |
Goodwill, ending balance | 470,152 | 456,807 |
Sphere | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 32,299 | 32,299 |
Activity | 13,345 | 0 |
Goodwill, ending balance | 45,644 | 32,299 |
MSG Networks | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 424,508 | 424,508 |
Activity | 0 | 0 |
Goodwill, ending balance | $ 424,508 | $ 424,508 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | Apr. 20, 2023 | |
Goodwill [Line Items] | ||||||
Goodwill, impairment loss | $ 0 | $ 0 | ||||
Goodwill | $ 470,152,000 | $ 456,807,000 | $ 456,807,000 | |||
Amortization of intangible assets | 3,788,000 | 3,115,000 | 5,768,000 | |||
Holoplot | ||||||
Goodwill [Line Items] | ||||||
Goodwill | 13,345,000 | |||||
Business combination, recognized identifiable assets acquired and liabilities assumed, intangible assets, other than goodwill | $ 17,818,000 | |||||
Acquired finite-lived intangible assets, weighted average useful life | 4 years 9 months 18 days | |||||
Sphere | ||||||
Goodwill [Line Items] | ||||||
Goodwill | $ 45,644,000 | $ 32,299,000 | $ 32,299,000 | $ 32,299,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets Subject To Amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 100,862 | $ 83,044 |
Accumulated amortization | (68,922) | (65,134) |
Intangible assets, net | 31,940 | 17,910 |
Affiliate relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 83,044 | 83,044 |
Accumulated amortization | (68,249) | (65,134) |
Intangible assets, net | 14,795 | 17,910 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 15,508 | 0 |
Accumulated amortization | (520) | 0 |
Intangible assets, net | 14,988 | 0 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 2,032 | 0 |
Accumulated amortization | (68) | 0 |
Intangible assets, net | 1,964 | 0 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 278 | 0 |
Accumulated amortization | (85) | 0 |
Intangible assets, net | $ 193 | $ 0 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2025 | $ (6,813) |
2026 | (6,623) |
2027 | (6,623) |
2028 | (6,623) |
2029 | $ (5,258) |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Commitments in the Normal Course of Business (Details) | Jun. 30, 2024 USD ($) |
Other Commitments [Line Items] | |
Letter of credit, to be paid, June 30, 2025 | $ 849,750,000 |
Letter of credit, to be paid, June 30, 2026 | 0 |
Letter of credit, to be paid, June 30, 2027 | 0 |
Letter of credit, to be paid, June 30, 2028 | 275,000,000 |
Fiscal year ending June 30, 2029 | 258,750,000 |
Thereafter | 0 |
Long-term Debt | 1,383,500,000 |
Contractual obligation, to be paid, June 30, 2025 | 325,718,000 |
Contractual obligation, to be paid, June 30, 2026 | 289,000,000 |
Contractual obligation, to be paid, June 30, 2027 | 280,434,000 |
Contractual obligation, to be paid, June 30, 2028 | 272,655,000 |
Contractual obligation, to be paid, June 30, 2029 | 255,244,000 |
Contractual obligation, to be paid, thereafter | 1,563,979,000 |
Total Commitments | 2,987,030,000 |
Sphere | |
Other Commitments [Line Items] | |
Other commitments, to be paid, June 30, 2025 | 48,467,000 |
Other commitments, to be paid, June 30, 2026 | 9,043,000 |
Other commitments, to be paid, June 30, 2027 | 6,451,000 |
Other commitments, to be paid, June 30, 2028 | 1,500,000 |
Other commitments, to be paid, June 30, 2029 | 0 |
Other commitments, to be paid, thereafter | 0 |
Other commitment, total | 65,461,000 |
Letter of credit, to be paid, June 30, 2025 | 892,000 |
Letter of credit, to be paid, June 30, 2026 | 0 |
Letter of credit, to be paid, June 30, 2027 | 0 |
Letter of credit, to be paid, June 30, 2028 | 0 |
Fiscal year ending June 30, 2029 | 0 |
Thereafter | 0 |
Long-term Debt | 892,000 |
MSG Networks | |
Other Commitments [Line Items] | |
Other commitments, to be paid, June 30, 2025 | 277,251,000 |
Other commitments, to be paid, June 30, 2026 | 279,957,000 |
Other commitments, to be paid, June 30, 2027 | 273,983,000 |
Other commitments, to be paid, June 30, 2028 | 271,155,000 |
Other commitments, to be paid, June 30, 2029 | 255,244,000 |
Other commitments, to be paid, thereafter | 1,563,979,000 |
Other commitment, total | 2,921,569,000 |
Purchase commitment, to be paid, June 30, 2025 | 9,452,000 |
Purchase commitment, to be paid, June 30, 2026 | 5,103,000 |
Purchase commitment, to be paid, June 30, 2027 | 2,633,000 |
Purchase commitment, to be paid, June 30, 2028 | 258,000 |
Purchase commitment, to be paid, June 30, 2029 | 0 |
Purchase commitment, to be paid, thereafter | 0 |
Purchase commitment, total | 17,446,000 |
Event-Related Commitments | Sphere | |
Other Commitments [Line Items] | |
Other commitments, to be paid, June 30, 2025 | 45,575,000 |
Other commitments, to be paid, June 30, 2026 | 7,043,000 |
Other commitments, to be paid, June 30, 2027 | 5,118,000 |
Other commitments, to be paid, June 30, 2028 | 1,500,000 |
Other commitments, to be paid, June 30, 2029 | 0 |
Other commitments, to be paid, thereafter | 0 |
Other commitment, total | 59,236,000 |
Other | Sphere | |
Other Commitments [Line Items] | |
Other commitments, to be paid, June 30, 2025 | 2,000,000 |
Other commitments, to be paid, June 30, 2026 | 2,000,000 |
Other commitments, to be paid, June 30, 2027 | 1,333,000 |
Other commitments, to be paid, June 30, 2028 | 0 |
Other commitments, to be paid, June 30, 2029 | 0 |
Other commitments, to be paid, thereafter | 0 |
Other commitment, total | 5,333,000 |
Broadcast rights | MSG Networks | |
Other Commitments [Line Items] | |
Other commitments, to be paid, June 30, 2025 | 267,186,000 |
Other commitments, to be paid, June 30, 2026 | 274,241,000 |
Other commitments, to be paid, June 30, 2027 | 271,350,000 |
Other commitments, to be paid, June 30, 2028 | 270,897,000 |
Other commitments, to be paid, June 30, 2029 | 255,244,000 |
Other commitments, to be paid, thereafter | 1,563,979,000 |
Other commitment, total | 2,902,897,000 |
Talent commitments | MSG Networks | |
Other Commitments [Line Items] | |
Other commitments, to be paid, June 30, 2025 | 613,000 |
Other commitments, to be paid, June 30, 2026 | 613,000 |
Other commitments, to be paid, June 30, 2027 | 0 |
Other commitments, to be paid, June 30, 2028 | 0 |
Other commitments, to be paid, June 30, 2029 | 0 |
Other commitments, to be paid, thereafter | 0 |
Other commitment, total | $ 1,226,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) $ in Thousands | 12 Months Ended | ||||||||
Apr. 06, 2023 USD ($) | Mar. 14, 2023 USD ($) | Sep. 10, 2021 complaint | Jun. 30, 2024 USD ($) complaint | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2024 USD ($) | Dec. 08, 2023 | Sep. 27, 2021 complaint | |
Long-term Purchase Commitment [Line Items] | |||||||||
Loss contingency, number of complaints filed | complaint | 15 | ||||||||
Loss contingency, remaining claims filed involving fiduciary breaches | complaint | 2 | ||||||||
Loss contingency, new claims filed, number | complaint | 2 | ||||||||
Gain on litigation settlement | $ 62,647 | $ 0 | $ 0 | ||||||
Loss contingency, number of consolidated claims | complaint | 4 | ||||||||
3.50% Convertible Senior Notes | Senior Notes | |||||||||
Long-term Purchase Commitment [Line Items] | |||||||||
Debt instrument, interest rate, stated percentage | 3.50% | 3.50% | |||||||
Networks Merger | |||||||||
Long-term Purchase Commitment [Line Items] | |||||||||
Loss contingency, new claims filed with incomplete and misleading information, number | complaint | 9 | ||||||||
Loss contingency, new claims filed involving fiduciary breaches | complaint | 6 | ||||||||
MSGE Settlement Agreement | Settled Litigation | |||||||||
Long-term Purchase Commitment [Line Items] | |||||||||
Litigation settlement, amount awarded from other party | $ 85,000 | ||||||||
Gain on litigation settlement | $ 62,600 | ||||||||
MSGE Networks Term Sheet | Settled Litigation | |||||||||
Long-term Purchase Commitment [Line Items] | |||||||||
Litigation settlement, amount awarded to other party | $ 48,500 | ||||||||
Payments for legal settlements | 28,000 | ||||||||
Loss contingency accrual | $ 18,000 | $ 20,500 | |||||||
MSGE Networks Term Sheet | Settled Litigation | Plaintiff's Insurers | |||||||||
Long-term Purchase Commitment [Line Items] | |||||||||
Payments for legal settlements | $ 20,500 |
Credit Facilities and Convert_3
Credit Facilities and Convertible Notes - Summary of Outstanding Debt (Details) - USD ($) | Jun. 30, 2024 | Dec. 08, 2023 | Jun. 30, 2023 |
Current portion | |||
Principal | $ 849,750,000 | $ 82,500,000 | |
Unamortized Deferred Financing Costs | (313,000) | 0 | |
Net | 849,437,000 | 82,500,000 | |
Non-current portion | |||
Unamortized Deferred Financing Costs | (5,014,000) | (6,363,000) | |
Long-term Debt | 1,383,500,000 | ||
MSG Networks Credit Facilities | |||
Non-current portion | |||
Long-term Debt | 849,750,000 | ||
LV Sphere Term Loan Facility | |||
Non-current portion | |||
Long-term Debt | 275,000,000 | ||
3.50% Convertible Senior Notes | |||
Non-current portion | |||
Long-term Debt | 258,750,000 | ||
Line of Credit | Secured Debt | |||
Non-current portion | |||
Principal | 533,750,000 | 1,124,750,000 | |
Debt Discount | (6,314,000) | 0 | |
Unamortized Deferred Financing Costs | (4,701,000) | ||
Long-term Debt | 522,735,000 | 1,118,387,000 | |
Line of Credit | MSG Networks Credit Facilities | Secured Debt | |||
Current portion | |||
Principal | 849,750,000 | 82,500,000 | |
Unamortized Deferred Financing Costs | (313,000) | 0 | |
Net | 849,437,000 | 82,500,000 | |
Non-current portion | |||
Principal | 0 | 849,750,000 | |
Debt Discount | 0 | 0 | |
Unamortized Deferred Financing Costs | 0 | (1,483,000) | |
Long-term Debt | 0 | 848,267,000 | |
Line of Credit | LV Sphere Term Loan Facility | Secured Debt | |||
Non-current portion | |||
Principal | 275,000,000 | 275,000,000 | |
Debt Discount | 0 | 0 | |
Unamortized Deferred Financing Costs | (3,788,000) | (4,880,000) | |
Long-term Debt | 271,212,000 | 270,120,000 | |
Line of Credit | 3.50% Convertible Senior Notes | Secured Debt | |||
Non-current portion | |||
Principal | 258,750,000 | 0 | |
Debt Discount | (6,314,000) | 0 | |
Unamortized Deferred Financing Costs | (913,000) | 0 | |
Long-term Debt | $ 251,523,000 | $ 0 | |
Senior Notes | 3.50% Convertible Senior Notes | |||
Current portion | |||
Debt instrument, interest rate, stated percentage | 3.50% | 3.50% |
Credit Facilities and Convert_4
Credit Facilities and Convertible Notes - MSG Networks Credit Facilities - Narrative (Details) | 12 Months Ended | |
Oct. 11, 2019 USD ($) | Jun. 30, 2024 USD ($) | |
MSG Networks Credit Facilities | Measurement Input, Default Rate | MSG Networks | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, increase (decrease) | 2% | |
MSG Networks Credit Facilities | Measurement Input Leverage Ratio | ||
Debt Instrument [Line Items] | ||
Debt instrument, measurement input | 5.10 | |
MSG Networks Credit Facilities | Measurement Input Leverage Ratio | Incremental Adjustment | ||
Debt Instrument [Line Items] | ||
Debt instrument, measurement input | 6 | |
MSG Networks Credit Facilities | Measurement Input, Interest Coverage Ratio | ||
Debt Instrument [Line Items] | ||
Debt instrument, measurement input | 2.25 | |
MSG Networks Credit Facilities | Revolving Credit Facility | MSG Networks | ||
Debt Instrument [Line Items] | ||
Long-term debt, term | 5 years | |
Letters of credit outstanding, amount | $ 35,000,000 | |
Principal | $ 0 | |
MSG Networks Credit Facilities | Minimum | MSG Networks | ||
Debt Instrument [Line Items] | ||
Commitment fee percentage | 0.225% | |
MSG Networks Credit Facilities | Minimum | Measurement Input, Interest Coverage Ratio | ||
Debt Instrument [Line Items] | ||
Debt instrument, measurement input | 2 | |
MSG Networks Credit Facilities | Maximum | MSG Networks | ||
Debt Instrument [Line Items] | ||
Commitment fee percentage | 0.30% | |
MSG Networks Credit Facilities | Maximum | Measurement Input Leverage Ratio | ||
Debt Instrument [Line Items] | ||
Debt instrument, measurement input | 5.50 | |
MSG Networks Credit Facilities | Base Rate | Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 0.25% | |
MSG Networks Credit Facilities | Base Rate | Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 1.25% | |
MSG Networks Credit Facilities | Secured Overnight Financing Rate (SOFR) | MSG Networks | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 0.10% | |
MSG Networks Credit Facilities | Secured Overnight Financing Rate (SOFR) | Minimum | MSG Networks | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 1.25% | |
MSG Networks Credit Facilities | Secured Overnight Financing Rate (SOFR) | Maximum | MSG Networks | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 2.25% | |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 1,100,000,000 | |
Secured Debt | MSG Networks | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 7.44% | |
Revolving Credit Facility | MSG Networks | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 250,000,000 |
Credit Facilities and Convert_5
Credit Facilities and Convertible Notes - LV Sphere Term Loan - Narrative (Details) $ in Thousands | Dec. 22, 2022 USD ($) | Jun. 30, 2024 | Dec. 22, 2023 USD ($) | Oct. 11, 2019 USD ($) |
Secured Debt | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, face amount | $ 1,100,000 | |||
Subsidiaries | LV Sphere | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 9.80% | |||
Debt instrument, covenant, held in cash | $ 25,000 | |||
Subsidiaries | LV Sphere | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, covenant, minimum consolidated liquidity | $ 50,000 | |||
Subsidiaries | LV Sphere | Measurement Input, Prospective Debt Service Coverage Ratio | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, measurement input | 1.35 | 13.04 | ||
Subsidiaries | LV Sphere | Measurement Input, Prospective Debt Service Coverage Ratio | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, contingent measurement input | 1.50 | |||
Subsidiaries | LV Sphere | Measurement Input, Historical Debt Service Coverage Ratio | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, measurement input | 1.35 | 8.36 | ||
Subsidiaries | LV Sphere | Measurement Input, Historical Debt Service Coverage Ratio | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, contingent measurement input | 1.50 | |||
Subsidiaries | LV Sphere | Base Rate | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, basis spread on variable rate | 3.375% | |||
Subsidiaries | LV Sphere | Adjusted Secured Overnight Financing Rate (SOFR) | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, basis spread on variable rate | 0.10% | |||
Subsidiaries | LV Sphere | Secured Overnight Financing Rate (SOFR) | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, interest rate, increase (decrease) | 4.375% | |||
Subsidiaries | LV Sphere | Secured Debt | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, term | 5 years | |||
Debt instrument, face amount | $ 275,000 |
Credit Facilities and Convert_6
Credit Facilities and Convertible Notes - Delayed Draw Term Loan Facility - Narrative (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Aug. 09, 2023 | Jul. 14, 2023 | Apr. 20, 2023 | Jun. 30, 2024 | |
Line of Credit Facility [Line Items] | ||||
Equity securities, FV-NI, shares disposed (in shares) | 1,923 | |||
Madison Square Garden Entertainment | ||||
Line of Credit Facility [Line Items] | ||||
Equity securities, FV-NI, shares disposed (in shares) | 1,923 | |||
DDTL Facility | Line of Credit | Secured Debt | ||||
Line of Credit Facility [Line Items] | ||||
Loans receivable, maximum borrowing amount | $ 65,000 | |||
Proceeds from long-term lines of credit | $ 65 | |||
DDTL Facility | Line of Credit | Sphere | Secured Debt | MSG Entertainment Holdings | ||||
Line of Credit Facility [Line Items] | ||||
Loans receivable, maximum borrowing amount | $ 65 | |||
DDTL Facility | Unsecured Debt | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, term | 18 months |
Credit Facilities and Convert_7
Credit Facilities and Convertible Notes - 3.50% Convertible Senior Notes - Narrative (Details) $ / shares in Units, $ in Thousands | Dec. 08, 2023 USD ($) day $ / shares | Dec. 05, 2023 $ / shares | Jun. 30, 2024 |
Common Class A | |||
Line of Credit Facility [Line Items] | |||
Option indexed to issuer's equity, cap price (in dollars per share) | $ 42.62 | ||
Option indexed to issuer's equity, premium on stock price, percentage | 50% | ||
Share price (in dollars per share) | $ 28.41 | ||
3.50% Convertible Senior Notes | Senior Notes | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, interest rate, stated percentage | 3.50% | 3.50% | |
Debt instrument, face amount | $ | $ 258,750 | ||
Purchases of capped calls | $ | $ 14,309 | ||
Debt instrument, convertible, conversion ratio | 0.0281591 | ||
Debt instrument, convertible, conversion price (in dollars per share) | $ 35.51 | ||
3.50% Convertible Senior Notes | Senior Notes | Debt Conversion Terms One | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, convertible, threshold percentage of stock price trigger | 130% | ||
Debt instrument, convertible, threshold trading days | day | 20 | ||
Debt instrument, convertible, threshold consecutive trading days | day | 30 | ||
Debt instrument, redemption price, percentage of principal amount redeemed | 100% | ||
3.50% Convertible Senior Notes | Senior Notes | Debt Conversion Terms Three | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, redemption price, percentage | 100% | ||
3.50% Convertible Senior Notes | Senior Notes | Debt Conversion, Terms Four | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, redemption price, percentage | 100% | ||
3.50% Convertible Senior Notes | Senior Notes | Minimum | Debt Conversion Terms Two | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, convertible, conversion price (in dollars per share) | $ 28.41 | ||
3.50% Convertible Senior Notes | Senior Notes | Minimum | Debt Conversion, Terms Four | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, aggregate principal amount, percentage | 25% | ||
3.50% Convertible Senior Notes | Senior Notes | Maximum | Debt Conversion Terms Two | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, convertible, conversion price (in dollars per share) | $ 280 |
Credit Facilities and Convert_8
Credit Facilities and Convertible Notes - Schedule of Long Term Debt Maturities (Details) - USD ($) | Jun. 30, 2024 | Dec. 08, 2023 |
Debt Instrument [Line Items] | ||
Fiscal year ending June 30, 2025 | $ 849,750,000 | |
Fiscal year ending June 30, 2026 | 0 | |
Fiscal year ending June 30, 2027 | 0 | |
Fiscal year ending June 30, 2028 | 275,000,000 | |
Fiscal year ending June 30, 2029 | 258,750,000 | |
Thereafter | 0 | |
Long-term Debt | 1,383,500,000 | |
MSG Networks Credit Facilities | ||
Debt Instrument [Line Items] | ||
Fiscal year ending June 30, 2025 | 849,750,000 | |
Fiscal year ending June 30, 2026 | 0 | |
Fiscal year ending June 30, 2027 | 0 | |
Fiscal year ending June 30, 2028 | 0 | |
Fiscal year ending June 30, 2029 | 0 | |
Thereafter | 0 | |
Long-term Debt | 849,750,000 | |
LV Sphere Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Fiscal year ending June 30, 2025 | 0 | |
Fiscal year ending June 30, 2026 | 0 | |
Fiscal year ending June 30, 2027 | 0 | |
Fiscal year ending June 30, 2028 | 275,000,000 | |
Fiscal year ending June 30, 2029 | 0 | |
Thereafter | 0 | |
Long-term Debt | 275,000,000 | |
3.50% Convertible Senior Notes | ||
Debt Instrument [Line Items] | ||
Fiscal year ending June 30, 2025 | 0 | |
Fiscal year ending June 30, 2026 | 0 | |
Fiscal year ending June 30, 2027 | 0 | |
Fiscal year ending June 30, 2028 | 0 | |
Fiscal year ending June 30, 2029 | 258,750,000 | |
Thereafter | 0 | |
Long-term Debt | $ 258,750,000 | |
3.50% Convertible Senior Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, stated percentage | 3.50% | 3.50% |
Credit Facilities and Convert_9
Credit Facilities and Convertible Notes - Schedule of Interest, Carrying Value, and Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 08, 2023 | |
Line of Credit Facility [Line Items] | ||||
Unamortized Deferred Financing Costs | $ (5,014) | $ (6,363) | ||
MSG Networks Credit Facilities | Debt | ||||
Line of Credit Facility [Line Items] | ||||
Carrying Value | 849,750 | 932,250 | ||
Fair Value | 845,501 | 927,589 | ||
MSG Networks Credit Facilities | MSG Networks | ||||
Line of Credit Facility [Line Items] | ||||
Interest Payments | 68,297 | 58,311 | $ 19,173 | |
Loan Principal Repayments | 82,500 | 66,000 | 49,500 | |
LV Sphere | Debt | ||||
Line of Credit Facility [Line Items] | ||||
Carrying Value | 275,000 | 275,000 | ||
Fair Value | 273,625 | 272,250 | ||
LV Sphere | LV Sphere | ||||
Line of Credit Facility [Line Items] | ||||
Interest Payments | 26,894 | 12,825 | 0 | |
Loan Principal Repayments | 0 | 0 | 0 | |
DDTL Facility | ||||
Line of Credit Facility [Line Items] | ||||
Interest Payments | 460 | 0 | 0 | |
Loan Principal Repayments | 65,000 | 0 | 0 | |
3.50% Convertible Senior Notes | ||||
Line of Credit Facility [Line Items] | ||||
Interest Payments | 4,352 | 0 | 0 | |
Loan Principal Repayments | $ 0 | 0 | 0 | |
3.50% Convertible Senior Notes | Senior Notes | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 3.50% | 3.50% | ||
3.50% Convertible Senior Notes | Debt | ||||
Line of Credit Facility [Line Items] | ||||
Carrying Value | $ 252,436 | 0 | ||
Fair Value | 316,296 | 0 | ||
MSG Networks, LV Sphere, Delayed Draw, 3.5% Senior Notes | ||||
Line of Credit Facility [Line Items] | ||||
Interest Payments | 100,003 | 71,136 | 19,173 | |
Loan Principal Repayments | 147,500 | 66,000 | $ 49,500 | |
Total long-term debt, carrying value | 1,377,186 | 1,207,250 | ||
Total long-term debt, fair value | $ 1,435,422 | $ 1,199,839 |
Pension Plans and Other Postr_3
Pension Plans and Other Postretirement Benefit Plan - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Apr. 20, 2023 plan | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Number of plans | plan | 2 | |||
Funded percentage | 5% | |||
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Amortization of Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other income (expense), net | Other income (expense), net | ||
Defined benefit plan, amortization of gain (loss) | $ 307 | $ 218 | ||
Selling, general and administrative expenses | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined benefit plan, net periodic benefit cost (credit) | $ 307 | 218 | ||
Red Zone | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Funded percentage | 65% | |||
Pension Plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined benefit plan, accumulated benefit obligation | $ 37,587 | 37,842 | ||
Employer contributions | 500 | 500 | ||
Defined benefit plan, net periodic benefit cost (credit) | 1,603 | 1,493 | $ 1,146 | |
Defined benefit plan, amortization of gain (loss) | (335) | (358) | (585) | |
Other Pension, Postretirement and Supplemental Plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Employer contributions | 500 | |||
Defined benefit plan, expected future employer contributions, next fiscal year | 500 | |||
Multiemployer Defined Benefit Pension Plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Multiemployer plan, pension, significant, employer contribution, cost | 1,134 | 677 | 389 | |
Multiemployer Defined Contribution Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Multiemployer plan, pension, significant, employer contribution, cost | 250 | 142 | 152 | |
Savings Plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined contribution plan, cost | $ 6,376 | $ 7,421 | $ 5,778 |
Pension Plans and Other Postr_4
Pension Plans and Other Postretirement Benefit Plan - Schedule of Changes in Benefit Obligations and Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Change in plan assets: | |||
Fair value of plan assets at beginning of period | $ 17,976 | ||
Fair value of plan assets at end of period | 17,668 | $ 17,976 | |
Pension Plans | |||
Change in benefit obligation: | |||
Benefit obligation at beginning of period | 38,136 | 39,683 | |
Service cost | 243 | 245 | $ 371 |
Interest cost | 1,995 | 1,755 | 1,048 |
Actuarial (gain) loss | (262) | (1,485) | |
Benefits paid | (2,347) | (2,153) | |
Acquisitions | 0 | 141 | |
Plan settlements paid | 0 | (50) | |
Benefit obligation at end of period | 37,765 | 38,136 | 39,683 |
Change in plan assets: | |||
Fair value of plan assets at beginning of period | 17,976 | 18,756 | |
Actual return on plan assets | 351 | (312) | |
Employer contributions | 500 | 500 | |
Benefits paid | (1,159) | (968) | |
Fair value of plan assets at end of period | 17,668 | 17,976 | 18,756 |
Funded status at end of period | (20,097) | (20,160) | |
Postretirement Plan | |||
Change in benefit obligation: | |||
Benefit obligation at beginning of period | 1,799 | 1,598 | |
Service cost | 18 | 20 | 27 |
Interest cost | 89 | 68 | 31 |
Actuarial (gain) loss | 60 | 292 | |
Benefits paid | (240) | (179) | |
Acquisitions | 0 | 0 | |
Plan settlements paid | 0 | 0 | |
Benefit obligation at end of period | 1,726 | 1,799 | 1,598 |
Change in plan assets: | |||
Fair value of plan assets at beginning of period | 0 | 0 | |
Actual return on plan assets | 0 | 0 | |
Employer contributions | 0 | 0 | |
Benefits paid | 0 | 0 | |
Fair value of plan assets at end of period | 0 | 0 | $ 0 |
Funded status at end of period | $ (1,726) | $ (1,799) |
Pension Plans and Other Postr_5
Pension Plans and Other Postretirement Benefit Plan - Schedule of Amounts Recognized in Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Pension Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Current liabilities (included in Accounts payable, accrued, and other current liabilities) | $ (1,414) | $ (1,355) |
Non-current liabilities (included in Other non-current liabilities) | (18,683) | (18,805) |
Defined benefit plan, amounts for asset (liability) recognized in statement of financial position | (20,097) | (20,160) |
Postretirement Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Current liabilities (included in Accounts payable, accrued, and other current liabilities) | (205) | (157) |
Non-current liabilities (included in Other non-current liabilities) | (1,521) | (1,642) |
Defined benefit plan, amounts for asset (liability) recognized in statement of financial position | $ (1,726) | $ (1,799) |
Pension Plans and Other Postr_6
Pension Plans and Other Postretirement Benefit Plan - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Pension Plans | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Actuarial (loss) gain | $ (7,376) | $ (7,249) |
Postretirement Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Actuarial (loss) gain | $ 120 | $ 203 |
Pension Plans and Other Postr_7
Pension Plans and Other Postretirement Benefit Plan - Schedule of Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Recognized actuarial loss (gain) | $ (307) | $ (218) | |
Pension Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | 243 | 245 | $ 371 |
Interest cost | 1,995 | 1,755 | 1,048 |
Expected return on plan assets | (970) | (853) | (858) |
Recognized actuarial loss (gain) | 335 | 358 | 585 |
Settlement loss recognized | 0 | (12) | 0 |
Net periodic benefit cost | 1,603 | 1,493 | 1,146 |
Postretirement Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | 18 | 20 | 27 |
Interest cost | 89 | 68 | 31 |
Expected return on plan assets | 0 | 0 | 0 |
Recognized actuarial loss (gain) | (23) | (69) | (27) |
Settlement loss recognized | 0 | 0 | 0 |
Net periodic benefit cost | $ 84 | $ 19 | $ 31 |
Pension Plans and Other Postr_8
Pension Plans and Other Postretirement Benefit Plan - Schedule of Amounts Recognized in Other Comprehensive Income (Loss) (Details) - Other Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pension Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Actuarial (loss) gain, net | $ (463) | $ 288 | $ 3,318 |
Recognized actuarial loss (gain) | 335 | 358 | 585 |
Settlement gain | 0 | (12) | 0 |
Total recognized in other comprehensive (loss) income | (128) | 634 | 3,903 |
Postretirement Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Actuarial (loss) gain, net | (60) | (292) | 243 |
Recognized actuarial loss (gain) | (23) | (69) | (27) |
Settlement gain | 0 | 0 | 0 |
Total recognized in other comprehensive (loss) income | $ (83) | $ (361) | $ 216 |
Pension Plans and Other Postr_9
Pension Plans and Other Postretirement Benefit Plan - Schedule of Assumptions Used (Details) | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pension Plans | |||
Discount rate used to determine benefit obligations | |||
Discount rate | 5.51% | 5.34% | |
Rate of compensation increase | 3% | 3% | |
Interest crediting rate | 4.55% | 3.77% | |
Discount rate used to determine net periodic benefit cost | |||
Discount rate - projected benefit obligation | 5.33% | 4.81% | 1.36% |
Discount rate - service cost | 5.52% | 5.06% | 3.13% |
Discount rate - interest cost | 5.40% | 4.55% | 2.18% |
Expected long-term return on plan assets | 5.65% | 5% | 3.96% |
Rate of compensation increase | 3% | 3% | 3% |
Interest crediting rate | 4.55% | 3.77% | 2.76% |
Postretirement Plan | |||
Discount rate used to determine benefit obligations | |||
Discount rate | 5.40% | 5.41% | |
Healthcare cost trend rate assumed for next year | 6.75% | 7% | |
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) | 5% | 5% | 5% |
Discount rate used to determine net periodic benefit cost | |||
Discount rate - projected benefit obligation | 5.41% | 4.66% | 2.25% |
Discount rate - service cost | 5.39% | 4.89% | 2.62% |
Discount rate - interest cost | 5.47% | 4.38% | 1.75% |
Healthcare cost trend rate assumed for next year | 7% | 6% | 6.25% |
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) | 5% | 5% | 5% |
Pension Plans and Other Post_10
Pension Plans and Other Postretirement Benefit Plan - Schedule of Allocation of Plan Assets (Details) | Jun. 30, 2024 | Jun. 30, 2023 |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan, plan assets, actual allocation, percentage | 100% | 100% |
Fixed income securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan, plan assets, actual allocation, percentage | 72% | 75% |
Defined benefit plan, plan assets, target allocation, percentage | 100% | 100% |
Cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan, plan assets, actual allocation, percentage | 28% | 25% |
Pension Plans and Other Post_11
Pension Plans and Other Postretirement Benefit Plan - Investment at Estimated Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan, plan assets, amount | $ 17,668 | $ 17,976 |
Money market funds | Fair Value, Inputs, Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan, plan assets, amount | 4,924 | 4,533 |
Common collective trust | Fair Value, Inputs, Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan, plan assets, amount | $ 12,744 | $ 13,443 |
Pension Plans and Other Post_12
Pension Plans and Other Postretirement Benefit Plan - Schedule of Expected Benefit Payments (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Pension Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Fiscal year ending June 30, 2025 | $ 2,753 |
Fiscal year ending June 30, 2026 | 2,980 |
Fiscal year ending June 30, 2027 | 3,069 |
Fiscal year ending June 30, 2028 | 3,015 |
Fiscal year ending June 30, 2029 | 3,127 |
Fiscal years ending June 30, 2030 – 2034 | 15,184 |
Postretirement Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Fiscal year ending June 30, 2025 | 211 |
Fiscal year ending June 30, 2026 | 181 |
Fiscal year ending June 30, 2027 | 188 |
Fiscal year ending June 30, 2028 | 183 |
Fiscal year ending June 30, 2029 | 202 |
Fiscal years ending June 30, 2030 – 2034 | $ 915 |
Pension Plans and Other Post_13
Pension Plans and Other Postretirement Benefit Plan - Schedule of Deferred Compensation Plan Recognized On Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | ||
Non-current assets (included in Investments) | $ 2,925 | $ 1,087 |
Non-current liabilities (included in Other non-current liabilities) | $ (2,936) | $ (1,087) |
Share-based Compensation - Narr
Share-based Compensation - Narrative (Details) | 12 Months Ended | ||
Apr. 20, 2023 d option shares | Apr. 17, 2020 plan | Jun. 30, 2024 USD ($) plan shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of share-based compensation plans | plan | 2 | 3 | |
Share-based payment award, vesting period | 3 years | ||
Number Of Equity Award Options | option | 2 | ||
Share-based compensation arrangement, threshold trading days | d | 10 | ||
Share-based payment arrangement, nonvested award, option, cost not yet recognized, amount | $ | $ 0 | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment award, expiration period | 7 years 6 months | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment award, expiration period | 10 years | ||
Common Class A | Employee Stock Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment award, expiration period | 10 years | ||
Awards granted (in shares) | 4,500,000 | ||
Share-based compensation arrangement by share-based payment award, expiration period, increase | 1 year | ||
Performance Stock Units and Performance Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation cost not yet recognized | $ | $ 88,753,000 | ||
Share-based compensation cost not yet recognized, period for recognition | 2 years 1 month 6 days | ||
Stock Appreciation Rights (SARs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment award, vesting period | 3 years | ||
Employee Stock | Common Class A | Non-Employee Director Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment award, expiration period | 10 years | ||
Awards granted (in shares) | 250,000 | ||
MSG Entertainment | Spinoff | Common Class A | Share-Based Payment Arrangement, Nonemployee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares received for every one common stock shares held on record date (in shares) | 1 | ||
MSG Entertainment | Performance Stock Units and Performance Restricted Stock Units | Spinoff | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares received for every one common stock shares held on record date (in shares) | 1 | ||
Sphere | Spinoff | Common Class A | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares received for every one common stock shares held on record date (in shares) | 1 | ||
Sphere | Performance Stock Units and Performance Restricted Stock Units | Spinoff | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares received for every one common stock shares held on record date (in shares) | 1 | ||
Sphere | Restricted Stock | Spinoff | Share-Based Payment Arrangement, Nonemployee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares received for every one common stock shares held on record date (in shares) | 1 |
Share-based Compensation - Sche
Share-based Compensation - Schedule of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation | $ 1,166 | $ 8,118 | $ 4,254 |
Share-based compensation capitalized in property and equipment, net | 2,193 | 3,642 | 2,979 |
Performance Stock Units and Performance Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation | 47,382 | 42,607 | 56,760 |
Share-based compensation capitalized in property and equipment, net | 2,193 | 3,642 | 2,979 |
Severance costs | $ 1,166 | $ 8,118 | $ 4,254 |
Share-based Compensation - Sc_2
Share-based Compensation - Schedule of Share-based Compensation, Restricted Stock Units Award Activities (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Weighted-Average Grant-date Fair Value | |||
Unvested award balance as of June 30, 2022 (in usd per share) | $ 63.74 | ||
Granted (in usd per share) | 36.94 | ||
Vested (in usd per share) | 37.48 | ||
Forfeited (in usd per share) | 31.99 | ||
Unvested award balance as of June 30, 2023 (in usd per share) | $ 64.90 | $ 63.74 | |
Payment, tax withholding | $ 16,543 | $ 16,625 | $ 16,658 |
RSUs | |||
Unvested Share Units Awards [Roll Forward] | |||
Unvested award balance as of June 30, 2022 (in shares) | 1,140 | ||
Granted (in shares) | 626 | ||
Vested (in shares) | (660) | ||
Forfeited (in shares) | (68) | ||
Unvested award balance as of June 30, 2023 (in shares) | 1,038 | 1,140 | |
PSUs | |||
Unvested Share Units Awards [Roll Forward] | |||
Unvested award balance as of June 30, 2022 (in shares) | 1,179 | ||
Granted (in shares) | 439 | ||
Vested (in shares) | (338) | ||
Forfeited (in shares) | (85) | ||
Unvested award balance as of June 30, 2023 (in shares) | 1,195 | 1,179 | |
Performance Stock Units and Performance Restricted Stock Units | |||
Weighted-Average Grant-date Fair Value | |||
Granted (in usd per share) | $ 36.94 | $ 50.81 | $ 79.34 |
Equity instruments vested in period, fair value | $ 45,263 | ||
Shares withheld for tax withholding obligation (in shares) | 431 | ||
Payment, tax withholding | $ 15,996 |
Share-based Compensation - Sc_3
Share-based Compensation - Schedule of Time Vesting Options (Details) - Share-based Payment Arrangement, Option $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Jun. 30, 2024 USD ($) $ / shares shares | |
Number of Stock Options | |
Balance as of June 30, 2023 (in shares) | shares | 724 |
Options granted in Fiscal Year 2024 (in shares) | shares | 3,819 |
Options exercised in Fiscal Year 2024 (in shares) | shares | (184) |
Options forfeited during Fiscal Year 2024 (in shares) | shares | (432) |
Balance as of June 30, 2024 (in shares) | shares | 3,927 |
Exercisable as of June 30, 2024 (in shares) | shares | 540 |
Weighted-Average Exercise Price Per Share | |
Balance as of June 30, 2023 (in usd per share) | $ / shares | $ 48.03 |
Options granted in Fiscal Year 2024 (in usd per share) | $ / shares | 46.17 |
Options exercised in Fiscal Year 2024 (in dollars per share) | $ / shares | 48.06 |
Options forfeited in Fiscal Year 2024 (in usd per share) | $ / shares | 46.17 |
Balance as of June 30, 2024 (in usd per share) | $ / shares | 51.51 |
Exercisable as of June 30, 2024 (in usd per share) | $ / shares | $ 48.08 |
Stock Option Additional Disclosures | |
Weighted average remaining contractual term | 8 years 3 months 25 days |
Exercisable weighted average remaining contractual term | 2 years 21 days |
Aggregate intrinsic value as of June 30, 2024 | $ | $ 497 |
Exercisable intrinsic value as of June 30, 2024 | $ | $ 497 |
Share-based Compensation - Addi
Share-based Compensation - Additional Information about PSUs and RSUs (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in usd per share) | $ 36.94 | ||
Performance Stock Units and Performance Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in usd per share) | $ 36.94 | $ 50.81 | $ 79.34 |
Fair value of awards vested | $ 45,263 | $ 42,467 | $ 39,530 |
Share-based Compensation - Sc_4
Share-based Compensation - Schedule of Stock Appreciation Rights Activity (Details) - Stock Appreciation Rights (SARs) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Number of SARs | ||
Beginning balance, outstanding (in shares) | 0 | |
SARs granted (in shares) | 188 | |
Ending balance, outstanding (in shares) | 188 | 0 |
Exercisable (in shares) | 0 | |
Weighted-Average Price | ||
Weighted-average price, outstanding (in dollars per share) | $ 46.17 | $ 0 |
SARs granted (in dollars per share) | 46.17 | |
Exercisable (in dollars per share) | $ 0 | |
Weighted-average remaining contractual term (in years) | 2 years 3 months 21 days | |
Aggregate intrinsic value | $ 0 |
Equity - Additional Information
Equity - Additional Information (Details) $ in Thousands | Mar. 31, 2020 USD ($) |
Common Class A | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Stock repurchase program, authorized amount | $ 350,000 |
Equity - Schedule of Accumulate
Equity - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ 2,583,865 | $ 1,975,384 | $ 2,180,406 |
Other comprehensive (loss) income, net of income taxes | (1,629) | 6,876 | (18,083) |
Ending balance | 2,415,552 | 2,583,865 | 1,975,384 |
Pension Plans and Postretirement Plan | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (5,138) | (40,287) | (45,425) |
Other comprehensive income (loss) before reclassifications | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive loss | (539) | 1,755 | 2,734 |
Income tax benefit (expense) | 143 | (323) | 2,404 |
Other comprehensive (loss) income, net of income taxes | (396) | 1,432 | 5,138 |
Disposition of Tao Group Hospitality | 0 | ||
Distribution of MSG Entertainment | 33,717 | ||
Ending balance | (5,534) | (5,138) | (40,287) |
Cumulative Translation Adjustments | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | 200 | (8,068) | 15,153 |
Other comprehensive income (loss) before reclassifications | (1,851) | 6,656 | (25,034) |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | 0 |
Income tax benefit (expense) | 618 | (1,212) | 1,813 |
Other comprehensive (loss) income, net of income taxes | (1,233) | 5,444 | (23,221) |
Disposition of Tao Group Hospitality | 2,824 | ||
Distribution of MSG Entertainment | 0 | ||
Ending balance | (1,033) | 200 | (8,068) |
Accumulated Other Comprehensive Loss | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (4,938) | (48,355) | (30,272) |
Other comprehensive income (loss) before reclassifications | (1,851) | 6,656 | (25,034) |
Amounts reclassified from accumulated other comprehensive loss | (539) | 1,755 | 2,734 |
Income tax benefit (expense) | 761 | (1,535) | 4,217 |
Other comprehensive (loss) income, net of income taxes | (1,629) | 6,876 | (18,083) |
Disposition of Tao Group Hospitality | 2,824 | ||
Distribution of MSG Entertainment | 33,717 | ||
Ending balance | $ (6,567) | $ (4,938) | $ (48,355) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Tax Credit Carryforward [Line Items] | |||
Deferred income tax benefit (expense) | $ 132,540 | $ (123,467) | $ 31,270 |
Income tax benefit (expense) | 135,592 | (103,403) | 29,830 |
Continuing Operations | |||
Tax Credit Carryforward [Line Items] | |||
Federal | 8,200 | 1,389 | 1,555 |
State and other | (5,148) | (4,672) | 9,927 |
Current income tax benefit (expense) | 3,052 | (3,283) | 11,482 |
Federal | 93,322 | (59,253) | 17,665 |
State and other | 39,218 | (40,867) | 683 |
Deferred income tax benefit (expense) | 132,540 | (100,120) | 18,348 |
Income tax benefit (expense) | $ 135,592 | $ (103,403) | $ 29,830 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |||
Federal tax benefit (expense) at statutory federal rate | $ 75,648 | $ (57,840) | $ 35,213 |
State income taxes, net of federal benefit | 13,337 | (35,656) | 3,970 |
Change in the estimated applicable tax rate used to determine deferred taxes | 60,877 | (1,286) | 1,732 |
Change in valuation allowance | (29,189) | 2,053 | 2,200 |
Nondeductible officers’ compensation | (5,554) | (4,814) | (12,759) |
Nondeductible expenses | (1,564) | (291) | (172) |
Nontaxable gain on repayment of Term Loan | 13,757 | 0 | 0 |
Return to provision | 4,881 | (672) | 0 |
Excess tax benefit related to share-based payment awards | 974 | (4,678) | (320) |
Other | 2,425 | (219) | (34) |
Income tax benefit (expense) | $ 135,592 | $ (103,403) | $ 29,830 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Deferred tax asset: | ||
Net operating loss (“NOL”) carryforwards | $ 229,962 | $ 26,684 |
Tax credit carryforwards | 631 | 0 |
Accrued employee benefits | 27,601 | 27,349 |
Restricted stock units and stock options | 6,897 | 9,231 |
Right-of-use lease assets and lease liabilities, net | 10,309 | 11,040 |
Investments | 7,941 | 0 |
Accrued litigation | 4,712 | 14,991 |
Other | 12,956 | 3,694 |
Total deferred tax assets | 301,009 | 92,989 |
Less valuation allowance | (29,219) | (30) |
Net deferred tax assets | 271,790 | 92,959 |
Deferred tax liabilities: | ||
Intangible and other assets | (232,923) | (264,800) |
Property and equipment | (235,676) | (105,405) |
Prepaid expenses | (2,913) | (5,870) |
Deferred interest | (25,447) | (12,474) |
Other investments | 0 | (83,962) |
Total deferred tax liabilities | (496,959) | (472,511) |
Deferred tax liabilities, net | $ (225,169) | $ (379,552) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |||
Operating loss carryforwards | $ 927,000 | ||
Income taxes paid, net | $ 18,649 | $ 7,288 | $ (1,014) |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | Apr. 20, 2023 | |
Related Party Transaction [Line Items] | ||||
Capital expenditures incurred but not yet paid | $ 49,834,000 | $ 248,041,000 | $ 206,462,000 | |
DDTL Facility | Line of Credit | Secured Debt | ||||
Related Party Transaction [Line Items] | ||||
Loans receivable, maximum borrowing amount | $ 65,000,000 | |||
Dolan Family Group | ||||
Related Party Transaction [Line Items] | ||||
Common stock exercisable, term | 60 days | |||
Related Party | ||||
Related Party Transaction [Line Items] | ||||
Capital expenditures | $ 8,311,000 | 93,823,000 | 121,115,000 | |
Sales commissions and fees | 5,618,000 | 0 | 0 | |
Capital expenditures incurred but not yet paid | 17,712,000 | 13,412,000 | $ 25,028,000 | |
Prepaid expense | $ 1,882,000 | $ 0 | ||
Dolan Family Group | ||||
Related Party Transaction [Line Items] | ||||
Noncontrolling interest, ownership percentage by parent | 72.30% | |||
Class A Common Stock | Dolan Family Group | ||||
Related Party Transaction [Line Items] | ||||
Noncontrolling interest, ownership percentage by parent | 6.50% | |||
Common Class B | Dolan Family Group | ||||
Related Party Transaction [Line Items] | ||||
Noncontrolling interest, ownership percentage by parent | 100% |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Transactions by Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related Party Transaction [Line Items] | |||||||||||
Revenues | $ 273,395 | $ 321,330 | $ 314,157 | $ 118,007 | $ 129,099 | $ 162,062 | $ 159,541 | $ 123,129 | $ 1,026,889 | $ 573,831 | $ 610,055 |
Operating (expenses) credits: | |||||||||||
Operating loss | $ (71,377) | $ (40,393) | $ (159,682) | $ (69,789) | $ (70,346) | $ (101,906) | $ (49,735) | $ (51,055) | |||
Restructuring costs | 3,363 | ||||||||||
Related Party | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenues | 3,585 | 2,079 | 1,220 | ||||||||
Operating (expenses) credits: | |||||||||||
Operating loss | (309,524) | (175,482) | (130,709) | ||||||||
Direct operating costs | (182,051) | (206,804) | (167,928) | ||||||||
Selling, general and administrative expense | 127,473 | 31,322 | 37,219 | ||||||||
Media rights fees | Related Party | |||||||||||
Operating (expenses) credits: | |||||||||||
Operating income (expense) | (175,462) | (172,581) | (163,131) | ||||||||
Cost reimbursement from MSG Sports - MSG Sports Services Agreement | MSG Sports | |||||||||||
Operating (expenses) credits: | |||||||||||
Operating income (expense) | 0 | 29,836 | 38,254 | ||||||||
Corporate general and administrative expenses, net - MSGE TSA | MSG Entertainment | |||||||||||
Operating (expenses) credits: | |||||||||||
Operating income (expense) | (110,966) | (27,494) | 0 | ||||||||
Origination, master control and technical services | Related Party | |||||||||||
Operating (expenses) credits: | |||||||||||
Operating income (expense) | (5,079) | (4,982) | (4,880) | ||||||||
Other operating expenses, net | Related Party | |||||||||||
Operating (expenses) credits: | |||||||||||
Operating income (expense) | $ (18,017) | $ (261) | $ (952) |
Segment Information - Narrative
Segment Information - Narrative (Details) | 12 Months Ended |
Jun. 30, 2024 segment employee | |
Segment Reporting Information [Line Items] | |
Number of segments | segment | 2 |
Number of Employees, Total | Unionized Employees Concentration Risk | |
Segment Reporting Information [Line Items] | |
Full-time and part-time, number of employees | employee | 3,100 |
Concentration risk, percentage | 18% |
Workforce Subject to Collective Bargaining Arrangements | Unionized Employees Concentration Risk | |
Segment Reporting Information [Line Items] | |
Concentration risk, percentage | 5% |
Workforce Subject to Collective Bargaining Arrangements Expiring within One Year | Unionized Employees Concentration Risk | |
Segment Reporting Information [Line Items] | |
Concentration risk, percentage | 39% |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | $ 273,395 | $ 321,330 | $ 314,157 | $ 118,007 | $ 129,099 | $ 162,062 | $ 159,541 | $ 123,129 | $ 1,026,889 | $ 573,831 | $ 610,055 | |
Depreciation and amortization | (256,494) | (103,375) | (124,629) | |||||||||
Restructuring charges | (9,486) | (27,924) | (13,404) | |||||||||
Operating income (loss) | (71,377) | (40,393) | (159,682) | (69,789) | (70,346) | (101,906) | (49,735) | (51,055) | ||||
Other income (expense), net | 35,197 | 536,887 | (5,518) | |||||||||
Reconciliation of operating (loss) income to adjusted operating (loss) income: | ||||||||||||
Operating income (loss) | $ (71,377) | $ (40,393) | $ (159,682) | $ (69,789) | $ (70,346) | $ (101,906) | $ (49,735) | $ (51,055) | ||||
Share-based compensation expense | 1,166 | 8,118 | 4,254 | |||||||||
Depreciation and amortization | 256,494 | 103,375 | 124,629 | |||||||||
Restructuring charges | 9,486 | 27,924 | 13,404 | |||||||||
Continuing Operations | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | [1] | 1,026,889 | 573,831 | 610,055 | ||||||||
Direct operating expenses | [1] | (547,824) | (342,211) | (320,278) | ||||||||
Selling, general and administrative expenses | [1] | (432,853) | (452,142) | (419,793) | ||||||||
Depreciation and amortization | (256,494) | (30,716) | (22,562) | |||||||||
Impairment and other (losses) gains, net | (121,473) | 6,120 | 245 | |||||||||
Restructuring charges | (9,486) | (27,924) | (13,404) | |||||||||
Operating income (loss) | (341,241) | (273,042) | (165,737) | |||||||||
Interest income | 25,687 | 11,585 | 3,575 | |||||||||
Interest expense | (79,868) | 0 | 0 | |||||||||
Other income (expense), net | 35,197 | 536,887 | (5,518) | |||||||||
Income (loss) from operations before income taxes | (360,225) | 275,430 | (167,680) | |||||||||
Reconciliation of operating (loss) income to adjusted operating (loss) income: | ||||||||||||
Operating income (loss) | (341,241) | (273,042) | (165,737) | |||||||||
Share-based compensation expense | 46,844 | 42,607 | 56,760 | |||||||||
Depreciation and amortization | 256,494 | 30,716 | 22,562 | |||||||||
Restructuring charges | 9,486 | 27,924 | 13,404 | |||||||||
Impairment and other (losses) gains, net | 121,473 | (6,120) | (245) | |||||||||
Merger and acquisition related costs, net of insurance recoveries | (12,718) | 55,047 | 48,517 | |||||||||
Amortization for capitalized cloud computing costs | 87 | 161 | 271 | |||||||||
Remeasurement of deferred compensation plan liabilities | 306 | 187 | ||||||||||
Adjusted operating (loss) income | 80,731 | (122,520) | (24,468) | |||||||||
Other Information: | ||||||||||||
Capital expenditures | 266,197 | 1,034,885 | 720,766 | |||||||||
Sphere | Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 497,159 | 2,610 | 1,900 | |||||||||
Sphere | Continuing Operations | Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 497,159 | 2,610 | 1,900 | |||||||||
Direct operating expenses | (205,307) | (5,545) | 0 | |||||||||
Selling, general and administrative expenses | (393,039) | (325,660) | (293,664) | |||||||||
Depreciation and amortization | (248,248) | (24,048) | (13,168) | |||||||||
Impairment and other (losses) gains, net | (121,473) | 6,229 | 245 | |||||||||
Restructuring charges | (9,476) | (23,136) | (12,952) | |||||||||
Operating income (loss) | (480,384) | (369,550) | (317,639) | |||||||||
Reconciliation of operating (loss) income to adjusted operating (loss) income: | ||||||||||||
Operating income (loss) | (480,384) | (369,550) | (317,639) | |||||||||
Share-based compensation expense | 40,514 | 36,188 | 39,668 | |||||||||
Depreciation and amortization | 248,248 | 24,048 | 13,168 | |||||||||
Restructuring charges | 9,476 | 23,136 | 12,952 | |||||||||
Impairment and other (losses) gains, net | 121,473 | (6,229) | (245) | |||||||||
Merger and acquisition related costs, net of insurance recoveries | (1,176) | (189) | 20,834 | |||||||||
Amortization for capitalized cloud computing costs | 0 | 0 | 95 | |||||||||
Remeasurement of deferred compensation plan liabilities | 306 | 187 | ||||||||||
Adjusted operating (loss) income | (61,543) | (292,409) | (231,167) | |||||||||
Other Information: | ||||||||||||
Capital expenditures | 259,642 | 1,025,700 | 717,093 | |||||||||
MSG Networks | Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 529,730 | 571,221 | 608,155 | |||||||||
MSG Networks | Continuing Operations | Operating Segments | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Revenues | 529,730 | 571,221 | 608,155 | |||||||||
Direct operating expenses | (342,517) | (336,666) | (320,278) | |||||||||
Selling, general and administrative expenses | (39,814) | (126,482) | (126,129) | |||||||||
Depreciation and amortization | (8,246) | (6,668) | (9,394) | |||||||||
Impairment and other (losses) gains, net | 0 | (109) | 0 | |||||||||
Restructuring charges | (10) | (4,788) | (452) | |||||||||
Operating income (loss) | 139,143 | 96,508 | 151,902 | |||||||||
Reconciliation of operating (loss) income to adjusted operating (loss) income: | ||||||||||||
Operating income (loss) | 139,143 | 96,508 | 151,902 | |||||||||
Share-based compensation expense | 6,330 | 6,419 | 17,092 | |||||||||
Depreciation and amortization | 8,246 | 6,668 | 9,394 | |||||||||
Restructuring charges | 10 | 4,788 | 452 | |||||||||
Impairment and other (losses) gains, net | 0 | 109 | 0 | |||||||||
Merger and acquisition related costs, net of insurance recoveries | (11,542) | 55,236 | 27,683 | |||||||||
Amortization for capitalized cloud computing costs | 87 | 161 | 176 | |||||||||
Remeasurement of deferred compensation plan liabilities | 0 | 0 | ||||||||||
Adjusted operating (loss) income | 142,274 | 169,889 | 206,699 | |||||||||
Other Information: | ||||||||||||
Capital expenditures | $ 6,555 | $ 9,185 | $ 3,673 | |||||||||
[1] See Note 18. Related Party Transactions, for further information on related party revenues and expenses |
Segment Information - Schedul_2
Segment Information - Schedule of Concentration Risk (Details) - Customer Concentration Risk | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Customer A | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10% | 23% | |
Customer B | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10% | 22% | |
Customer C | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 17% | ||
Customer 1 | Revenue Benchmark | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 14% | 26% | 27% |
Customer 2 | Revenue Benchmark | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 13% | 26% | 26% |
Customer 3 | Revenue Benchmark | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10% | 21% | 21% |
Additional Financial Informat_3
Additional Financial Information - Schedule of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 |
Cash and Cash Equivalents [Line Items] | |||
Total Cash and cash equivalents, and restricted cash | $ 573,233 | $ 429,114 | |
Continuing Operations | |||
Cash and Cash Equivalents [Line Items] | |||
Cash and cash equivalents | 559,757 | $ 680,575 | 131,965 |
Restricted cash | 13,476 | 297,149 | |
Total Cash and cash equivalents, and restricted cash | $ 573,233 | $ 429,114 |
Additional Financial Informat_4
Additional Financial Information - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Money Market Accounts, Time Deposits, U.S Treasury Bills | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | $ 367,900 | $ 108,701 |
Additional Financial Informat_5
Additional Financial Information - Schedule of Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Additional Financial Information [Abstract] | ||
Prepaid expenses | $ 30,864 | $ 23,450 |
Note and other receivables | 3,866 | 21,453 |
Inventory | 11,893 | 0 |
Current deferred production costs | 2,094 | 6,524 |
Other | 6,138 | 4,658 |
Total prepaid expenses and other current assets | $ 54,855 | $ 56,085 |
Additional Financial Informat_6
Additional Financial Information - Schedule of Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Additional Financial Information [Abstract] | ||
Accounts payable | $ 18,875 | $ 39,654 |
Accrued payroll and employee related liabilities | 85,766 | 75,579 |
Cash due to promoters | 72,577 | 73,611 |
Capital expenditure accruals | 156,234 | 236,593 |
Accrued legal fees | 20,876 | 53,857 |
Other accrued expenses | 62,759 | 36,437 |
Total accounts payable, accrued, and other current liabilities | $ 417,087 | $ 515,731 |
Additional Financial Informat_7
Additional Financial Information - Schedule of Other Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | |
Condensed Income Statements, Captions [Line Items] | |||
Realized and unrealized (loss) gain on MSGE Retained Interest, see Note 7 for further detail | $ (22,971) | $ 548,690 | $ (54,869) |
Gain on litigation settlement | 62,647 | 0 | 0 |
Unrealized gain on equity investments without readily determinable fair value | 0 | 1,969 | 0 |
Loss on equity method investments | (6,677) | (8,184) | (4,863) |
Other | (1,746) | (2,613) | (655) |
Total other income (expense), net | 35,197 | 536,887 | (5,518) |
MSG Entertainment | |||
Condensed Income Statements, Captions [Line Items] | |||
Realized and unrealized (loss) gain on MSGE Retained Interest, see Note 7 for further detail | (19,027) | 545,715 | $ 0 |
Unrealized gain on equity investments without readily determinable fair value | $ 0 | $ 341,039 |
Interim Condensed Financial I_3
Interim Condensed Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Condensed Income Statements, Captions [Line Items] | ||||||||||||
Revenues | $ 273,395 | $ 321,330 | $ 314,157 | $ 118,007 | $ 129,099 | $ 162,062 | $ 159,541 | $ 123,129 | $ 1,026,889 | $ 573,831 | $ 610,055 | |
Operating expenses | (344,772) | (361,723) | (473,839) | (187,796) | (199,445) | (263,968) | (209,276) | (174,184) | ||||
Operating loss | (71,377) | (40,393) | (159,682) | (69,789) | (70,346) | (101,906) | (49,735) | (51,055) | ||||
Net income (loss) from continuing operations | (71,217) | (47,240) | (173,248) | 67,072 | 359,636 | (113,998) | (27,308) | (46,303) | (224,633) | 172,027 | (137,850) | |
Income (loss) from discontinued operations, net of taxes | 24,631 | 0 | 0 | (647) | 178,085 | 55,443 | 97,865 | 2,260 | 23,984 | 333,653 | (52,297) | |
Net (loss) income | 537,721 | (58,555) | 70,557 | (44,043) | (200,649) | 505,680 | (190,147) | |||||
Net income (loss) attributable to redeemable noncontrolling interests from discontinued operations | 3,925 | 7,739 | ||||||||||
Net (loss) income attributable to Sphere Entertainment Co.’s stockholders | $ (46,586) | $ (47,240) | $ (173,248) | $ 66,425 | 536,792 | (56,847) | 67,584 | (44,757) | $ (200,649) | $ 502,772 | $ (194,395) | |
Basic (loss) earnings per common share attributable to Madison Square Garden Entertainment Corp.’s stockholders (in usd per share) | $ (5.68) | $ 14.51 | $ (5.77) | |||||||||
Diluted (loss) earnings per common share attributable to Sphere Entertainment Co.'s stockholders (in dollars per share) | $ (5.68) | $ 14.40 | $ (5.77) | |||||||||
Discontinued Operations | ||||||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||||||
Net income (loss) attributable to redeemable noncontrolling interests from discontinued operations | 1,264 | (1,492) | 3,029 | 1,124 | $ 0 | $ 3,925 | $ 7,739 | |||||
Less: Net loss attributable to nonredeemable noncontrolling interests from discontinued operations | $ (335) | $ (216) | $ (56) | $ (410) | 0 | (1,017) | (3,491) | |||||
Basic (loss) earnings per common share attributable to Madison Square Garden Entertainment Corp.’s stockholders (in usd per share) | $ 0.69 | $ 0 | $ 0 | $ (0.02) | $ 5.09 | $ 1.65 | $ 2.74 | $ 0.05 | ||||
Diluted (loss) earnings per common share attributable to Sphere Entertainment Co.'s stockholders (in dollars per share) | 0.69 | 0 | 0 | (0.01) | 5.03 | 1.65 | 2.74 | 0.05 | ||||
Continuing Operations | ||||||||||||
Condensed Income Statements, Captions [Line Items] | ||||||||||||
Revenues | [1] | 1,026,889 | 573,831 | 610,055 | ||||||||
Operating loss | (341,241) | (273,042) | (165,737) | |||||||||
Net (loss) income | $ (200,649) | $ 505,680 | $ (190,147) | |||||||||
Basic (loss) earnings per common share attributable to Madison Square Garden Entertainment Corp.’s stockholders (in usd per share) | (2) | (1.33) | (4.91) | 1.92 | 10.34 | (3.28) | (0.79) | (1.35) | ||||
Diluted (loss) earnings per common share attributable to Sphere Entertainment Co.'s stockholders (in dollars per share) | $ (2) | $ (1.33) | $ (4.91) | $ 1.90 | $ 10.21 | $ (3.28) | $ (0.79) | $ (1.35) | ||||
[1] See Note 18. Related Party Transactions, for further information on related party revenues and expenses |