Cover
Cover - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jul. 31, 2021 | Dec. 31, 2020 | |
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-39245 | ||
Entity Registrant Name | MADISON SQUARE GARDEN ENTERTAINMENT CORP. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-3755666 | ||
Entity Address, Street Address | Two Penn Plaza | ||
Entity Address, City | New York | ||
Entity Address, State | NY | ||
Entity Address, Postal Zip Code | 10121 | ||
City Area Code | 212 | ||
Local Phone Number | 465-6000 | ||
Title of 12(b) Security | Class A Common Stock | ||
Trading Symbol | MSGE | ||
Security Exchange Name | NYSE | ||
Entity 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 | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,990,000 | ||
Entity Central Index Key | 0001795250 | ||
Current Fiscal Year End Date | --06-30 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Document Period End Date | Jun. 30, 2021 | ||
Class A Common Stock | |||
Entity Common Stock, Shares Outstanding | 27,093,988 | ||
Class B Common Stock | |||
Entity Common Stock, Shares Outstanding | 6,866,754 |
CONSOLIDATED AND COMBINED BALAN
CONSOLIDATED AND COMBINED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 1,168,760 | $ 906,555 |
Restricted cash | 22,984 | 17,749 |
Short-term investments | 0 | 337,192 |
Accounts receivable, net | 85,955 | 57,184 |
Net related party receivables | 36,378 | 23,062 |
Prepaid expenses | 60,493 | 62,127 |
Other current assets | 37,779 | 22,633 |
Total current assets | 1,412,349 | 1,426,502 |
Investments in nonconsolidated affiliates | 45,969 | 52,622 |
Property and equipment, net | 2,099,347 | 1,646,115 |
Right-of-use lease assets | 268,568 | 220,328 |
Amortizable intangible assets, net | 171,451 | 150,426 |
Indefinite-lived intangible assets | 63,801 | 63,801 |
Goodwill | 77,687 | 74,309 |
Other assets | 128,169 | 85,103 |
Total assets | 4,267,341 | 3,719,206 |
Current Liabilities: | ||
Accounts payable | 23,933 | 17,258 |
Net related party payables, current | 57,616 | 18,418 |
Current portion of long-term debt, net of deferred financing costs | 5,728 | 5,429 |
Accrued liabilities: | ||
Employee related costs | 68,242 | 68,837 |
Other accrued liabilities | 181,636 | 125,452 |
Operating lease liabilities, current | 68,544 | 53,388 |
Collections due to promoters | 37,877 | 31,879 |
Deferred revenue | 209,501 | 189,308 |
Total current liabilities | 653,077 | 509,969 |
Long-term debt, net of deferred financing costs | 655,093 | 28,126 |
Operating lease liabilities, noncurrent | 224,729 | 174,219 |
Defined benefit and other postretirement obligations | 28,847 | 26,132 |
Other employee related costs | 15,629 | 15,591 |
Due To Third Party Promoters, Non Current | 6,625 | 0 |
Deferred tax liabilities, net | 11,972 | 12,450 |
Other liabilities | 73,790 | 78,279 |
Total liabilities | 1,669,762 | 844,766 |
Commitments and contingencies (see Note 12) | ||
Redeemable noncontrolling interests | 137,834 | 20,600 |
Madison Square Garden Entertainment Corp. Stockholders’ Equity: | ||
Preferred Stock, Value, Outstanding | 0 | 0 |
Additional paid-in capital | 2,744,866 | 2,751,318 |
Retained earnings (accumulated deficit) | (270,146) | 141,936 |
Accumulated other comprehensive loss | (27,120) | (51,857) |
Total Madison Square Garden Entertainment Corp. stockholders’ equity | 2,447,841 | 2,841,637 |
Nonredeemable noncontrolling interests | 11,904 | 12,203 |
Total equity | 2,459,745 | 2,853,840 |
Total liabilities, redeemable noncontrolling interests and equity | 4,267,341 | 3,719,206 |
Common Class A [Member] | ||
Madison Square Garden Entertainment Corp. Stockholders’ Equity: | ||
Common stock | 196 | 195 |
Common Class B [Member] | ||
Madison Square Garden Entertainment Corp. Stockholders’ Equity: | ||
Common stock | $ 45 | $ 45 |
CONSOLIDATED AND COMBINED BAL_2
CONSOLIDATED AND COMBINED BALANCE SHEETS (Parenthetical) | Jun. 30, 2021$ / sharesshares |
Preferred stock, par value (dollars per share) | $ / shares | $ 0.01 |
Preferred stock, shares authorized | 15,000,000 |
Preferred stock, shares outstanding | 0 |
Class A Common Stock | |
Common stock, par value (dollars per share) | $ / shares | $ 0.01 |
Common stock, shares authorized | 120,000,000 |
Common stock, shares outstanding | 19,618,000 |
Class B Common Stock | |
Common stock, par value (dollars per share) | $ / shares | $ 0.01 |
Common stock, shares authorized | 30,000,000 |
Common stock, shares outstanding | 4,530,000 |
CONSOLIDATED AND COMBINED STATE
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | ||||
Income Statement [Abstract] | ||||||
Revenues | [1] | $ 180,401 | $ 762,936 | $ 1,048,909 | ||
Operating expenses: | ||||||
Direct operating expenses | [2] | 171,924 | 508,122 | 670,641 | ||
Selling, general and administrative expenses | [3] | 322,714 | 344,637 | 314,522 | ||
Depreciation and amortization | 114,664 | 104,899 | 109,343 | |||
Impairment for intangibles, long-lived assets, and goodwill | 0 | 105,817 | 0 | |||
Gain on disposal of assets held for sale | 0 | (240,783) | 0 | |||
Operating loss | (450,200) | (59,756) | (45,597) | |||
Other income (expense): | ||||||
Earnings (loss) in equity method investments | (6,858) | (4,433) | 7,062 | |||
Interest income | 1,273 | 17,993 | 30,163 | [4] | ||
Interest expense | (35,098) | (2,300) | (15,262) | |||
Miscellaneous income, net | 51,062 | 38,855 | [5] | (6,061) | [5] | |
Nonoperating income (expense) | 10,379 | 50,115 | 15,902 | |||
Loss from operations before income taxes | (439,821) | (9,641) | (29,695) | |||
Income tax benefit (expense) | 9,371 | (5,046) | (443) | |||
Net loss | (430,450) | (14,687) | (30,138) | |||
Less: Net loss attributable to nonredeemable noncontrolling interests | (16,269) | (30,387) | (7,299) | |||
Less: Net loss attributable to redeemable noncontrolling interests | (2,099) | (1,534) | (4,945) | |||
Net income (loss) | (414,181) | 15,700 | (22,839) | |||
Net income (loss) attributable to Madison Square Garden Entertainment Corp.’s stockholders | $ (412,082) | $ 17,234 | $ (17,894) | |||
Earnings (Loss) Per Share, Basic | $ (17.39) | $ 0.72 | [6] | $ (0.75) | [6] | |
Weighted-average number of common shares outstanding: | ||||||
Basic (in shares) | 24,205 | 23,998 | [6] | 23,992 | [6] | |
Diluted (in shares) | 24,205 | 24,017 | [6] | 23,992 | [6] | |
Restructuring Charges | $ 21,299 | $ 0 | $ 0 | |||
Earnings (loss) per Share, Diluted | $ (17.39) | $ 0.72 | [6] | $ (0.75) | [6] | |
[1] | Includes revenues from related parties of $49,969, $18,408 and $18,259 for the years ended June 30, 2021, 2020 and 2019, respectively. | |||||
[2] | Includes net charges from (to) related parties of $(9,866), $57,741 and $94,014 for the years ended June 30, 2021, 2020 and 2019, respectively. | |||||
[3] | Includes net charges to related parties of $(41,935), $(119,389) and $(119,666) for the years ended June 30, 2021, 2020 and 2019, respectively. | |||||
[4] | Interest income includes interest income from nonconsolidated affiliates of $3,105 for the year ended June 30, 2019. | |||||
[5] | Miscellaneous income (expense), net includes charges to related parties of $(178) and $(451) for the years ended June 30, 2020 and 2019, respectively. | |||||
[6] | On April 17, 2020 (the “Entertainment Distribution Date”), 23,992 shares of common stock were distributed to stockholders of Madison Square Garden Sports Corp. (“MSG Sports,” formerly known as The Madison Square Garden Company) as of April 13, 2020. This share amount is being utilized for the calculation of basic and diluted earnings (loss) per share for both the years ended June 30, 2019 and for the period prior to April 17, 2020 in the year ended June 30, 2020 because Madison Square Garden Entertainment Corp. was a wholly-owned subsidiary of MSG Sports. prior to the Entertainment Distribution Date. |
CONSOLIDATED AND COMBINED STA_2
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Related Party Transaction [Line Items] | |||
Revenues from related party | $ 49,969 | $ 18,408 | $ 18,259 |
Direct operating expenses (net charges) from related party | (9,866) | 57,741 | 94,014 |
Net charges to related parties included in Selling, general and administrative expenses | $ (41,935) | (119,389) | (119,666) |
Nonconsolidated affiliates | |||
Related Party Transaction [Line Items] | |||
Interest income from nonconsolidated affiliates | 3,105 | ||
Nonoperating Income (Expense) | MSG Sports Corp | |||
Related Party Transaction [Line Items] | |||
Charges to related parties | $ (178) | $ (451) |
CONSOLIDATED AND COMBINED STA_3
CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (430,450) | $ (14,687) | $ (30,138) |
Pension plans and postretirement plan: | |||
Net unamortized losses arising during the period | 0 | (45) | (2,565) |
Amounts reclassified from accumulated other comprehensive loss: | |||
Amortization of net actuarial loss included in net periodic benefit cost | 1,191 | 1,342 | 1,286 |
Amortization of net prior service credit included in net periodic benefit cost | (5,168) | 0 | (7) |
Curtailments | 156 | 0 | 0 |
Settlement loss | (870) | (67) | (52) |
Total recognized in other comprehensive income (loss) | (2,951) | 1,364 | (1,234) |
Cumulative translation adjustments | 27,688 | (7,692) | (4,341) |
Other comprehensive income (loss), before income taxes | 24,737 | (6,328) | (5,575) |
Income tax expense related to items of other comprehensive income | 0 | 0 | 0 |
Other comprehensive income (loss), net of income taxes | 24,737 | (6,328) | (5,575) |
Comprehensive loss | (405,713) | (21,015) | (35,713) |
Less: Comprehensive loss attributable to redeemable noncontrolling interests | (16,269) | (30,387) | (7,299) |
Less: Comprehensive loss attributable to nonredeemable noncontrolling interests | (2,099) | (1,534) | (4,945) |
Comprehensive income (loss) attributable to Madison Square Garden Entertainment Corp.’s stockholders | $ (387,345) | $ 10,906 | $ (23,469) |
CONSOLIDATED AND COMBINED STA_4
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (430,450) | $ (14,687) | $ (30,138) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 114,664 | 104,899 | 109,343 |
Impairment of intangibles, long-lived assets and goodwill | 0 | 105,817 | 0 |
Share-based compensation expense | 52,917 | 42,190 | 35,401 |
Amortization of deferred financing costs | 4,656 | 310 | 1,212 |
(Earnings) loss in equity method investments, net of income distributions | 6,858 | 4,433 | (6,312) |
Benefit from deferred income taxes | (480) | (10,521) | (371) |
Unrealized and realized (gain) loss on equity investment with readily determinable fair value | (51,178) | (37,628) | 3,496 |
Provision for doubtful accounts / credit losses | 468 | 9,945 | 1,456 |
Gain on sale of the Forum, excluding associated settlement | 0 | (100,288) | 0 |
Other non-cash adjustments | 4,888 | 3,200 | 727 |
Change in assets and liabilities, net of acquisitions: | |||
Accounts receivable, net | (25,032) | 15,392 | (345) |
Net related party receivables | 25,882 | (20,596) | 4,387 |
Prepaid expenses and other assets | (29,057) | (21,816) | (11,325) |
Accounts payable | (5,268) | (6,316) | (4,311) |
Accrued and other liabilities | 3,454 | 51,783 | 2,790 |
Collections due to promoters | 12,623 | (35,333) | (22,301) |
Deferred revenue | 15,356 | 52 | 3,775 |
Operating lease right-of-use assets and lease liabilities | 10,219 | 5,195 | 4,240 |
Net cash provided by (used in) operating activities | (289,480) | 96,031 | 91,724 |
Cash flows from investing activities: | |||
Capital expenditures, net of acquisitions | (452,154) | (452,426) | (184,002) |
Purchase of short-term investments | (443,154) | (112,693) | |
Proceeds from maturity of short-term investment | 339,110 | 208,204 | 0 |
Proceeds from sale of Forum, excluding associated settlement | 0 | 210,521 | |
Proceeds from sale of equity securities | 22,079 | 7,659 | 0 |
Investments in nonconsolidated affiliates | 0 | (1,050) | (52,707) |
Proceeds from sales of nonconsolidated affiliates | 0 | 18,000 | 125,750 |
Loan repayment received from subordinated debt | 0 | 58,735 | 4,765 |
Cash received (paid) for notes receivable | 6,328 | 3,378 | (9,176) |
Other investing activities | 197 | 476 | 0 |
Net cash used in investing activities | (84,440) | (389,657) | (228,063) |
Cash flows from financing activities: | |||
Proceeds from issuance of term loan, net of issuance discount | 630,500 | 0 | 40,000 |
Proceeds from revolving credit facility | 15,000 | 0 | 15,000 |
Taxes paid in lieu of shares issued for equity-based compensation | (6,060) | 0 | 0 |
Noncontrolling interest holders’ capital contributions | 18,537 | 4,300 | 6,310 |
Distributions to noncontrolling interest holders | 0 | (4,062) | (2,186) |
Loans from noncontrolling interest holders | 0 | 606 | |
Distribution to related parties associated with the settlement of certain share-based awards granted prior to the Entertainment Distribution | (1,771) | 0 | 0 |
Repayment of revolving credit facility | 0 | (15,000) | 0 |
Repayment on long-term debt | (8,250) | (6,250) | (109,312) |
Payments for extinguishment of debt | 0 | 0 | (1,151) |
Payments for financing costs | (14,623) | (1,488) | |
Net transfers from Madison Square Garden Sports Corp. and its subsidiaries | 143,950 | 43,600 | |
Net cash provided by (used in) financing activities | 633,333 | 122,938 | (8,621) |
Effect of exchange rates on cash, cash equivalents and restricted cash | 8,027 | 2,927 | 4,669 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 267,440 | (167,761) | (140,291) |
Cash, cash equivalents and restricted cash at beginning of period | 924,304 | 1,092,065 | 1,232,356 |
Cash, cash equivalents and restricted cash at end of period | 1,191,744 | 924,304 | 1,092,065 |
Non-cash investing and financing activities: | |||
Noncash or Part Noncash Acquisition, Investments Acquired | 0 | 37,715 | 0 |
Non-cash (contribution) received from noncontrolling interests | (59,763) | 0 | 0 |
Capital expenditures incurred but not yet paid | 106,574 | 78,508 | 31,938 |
Tenant improvement paid by landlord | 0 | 195 | 14,528 |
Share-based compensation capitalized in property and equipment | $ 5,467 | $ 5,051 | $ 3,946 |
CONSOLIDATED AND COMBINED STA_5
CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS - USD ($) $ in Thousands | Total | Total Madison Square Garden Entertainment Corp. Stockholders’ Equity | Common Stock Issued | MSG Sports Corp.’s Investment | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Loss | Nonredeemable Noncontrolling Interests | MSG Sports Investment | Liabilities Redeemable Noncontrolling Interests and Equity | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, AdjustmentTotal Madison Square Garden Entertainment Corp. Stockholders’ Equity | Cumulative Effect, Period of Adoption, AdjustmentAccumulated Other Comprehensive Loss | Cumulative Effect, Period of Adoption, AdjustmentMSG Sports Investment |
Beginning balance at Jun. 30, 2018 | $ 2,489,618 | $ 2,478,113 | $ 0 | $ 0 | $ 0 | $ (46,918) | $ 11,505 | $ 2,525,031 | ||||||
Beginning balance (ASU No. 2016-01) at Jun. 30, 2018 | $ 5,570 | $ (5,570) | ||||||||||||
Beginning balance (ASC 606) at Jun. 30, 2018 | $ 33,669 | $ 33,669 | $ 33,669 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income (loss) attributable to Madison Square Garden Entertainment Corp.’s stockholders | (17,894) | |||||||||||||
Less: Net loss attributable to redeemable noncontrolling interests | (4,945) | |||||||||||||
Net income (loss) | (22,839) | (17,894) | (4,945) | (17,894) | ||||||||||
Other comprehensive loss | (5,575) | (5,575) | (5,575) | |||||||||||
Comprehensive loss | (28,414) | (23,469) | (4,945) | |||||||||||
Net increase in Madison Square Garden Sports Corp. Investment | 82,947 | 82,947 | 82,947 | |||||||||||
Contributions from noncontrolling interest holders/joint venture interests | 8,446 | 8,446 | ||||||||||||
Distributions to noncontrolling interest holders | (428) | (428) | ||||||||||||
Adjustments to noncontrolling interests | 788 | (788) | 788 | |||||||||||
The Company equity adjustment for temporary Equity valuye To Redemption Value | 0 | |||||||||||||
Ending balance at Jun. 30, 2019 | 2,585,838 | 2,572,048 | 0 | 0 | 0 | (46,923) | 13,790 | 2,618,971 | ||||||
Beginning balance at Jun. 30, 2018 | 76,684 | |||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||
Net loss | (7,299) | |||||||||||||
Comprehensive loss | (7,299) | |||||||||||||
Contributions from noncontrolling interest holders | 0 | |||||||||||||
Distributions to noncontrolling interest holders | (1,758) | |||||||||||||
Ending balance at Jun. 30, 2019 | 67,627 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income (loss) attributable to Madison Square Garden Entertainment Corp.’s stockholders | 17,234 | |||||||||||||
Less: Net loss attributable to redeemable noncontrolling interests | (1,534) | |||||||||||||
Net income (loss) | 15,700 | 17,234 | 141,936 | (1,534) | (124,702) | |||||||||
Other comprehensive loss | (6,328) | (6,328) | (6,328) | |||||||||||
Comprehensive loss | 9,372 | 10,906 | (1,534) | |||||||||||
Net increase in Madison Square Garden Sports Corp. Investment | 178,280 | 178,280 | 178,280 | |||||||||||
Contributions from noncontrolling interest holders/joint venture interests | 4,009 | 4,009 | ||||||||||||
Distributions to noncontrolling interest holders | (4,062) | (4,062) | ||||||||||||
Redeemable noncontrolling interests, non-cash acquisition | 37,715 | 37,715 | $ 37,715 | |||||||||||
Redeemable noncontrolling interest adjustment to redemption fair value | (20,586) | (20,586) | (3,647) | (16,939) | ||||||||||
Adjustments related to the transfer of certain assets and liabilities as a result of the Entertainment Distribution | 51,009 | 51,009 | 1,394 | $ 49,615 | ||||||||||
Conversion of Madison Square Garden Sports Corp. Investment | 240 | $ (2,742,940) | 2,742,700 | |||||||||||
Share-based compensation | 12,430 | 12,430 | 12,430 | |||||||||||
Tax withholding associated with shares issued for equity-based compensation | (165) | (165) | (165) | |||||||||||
The Company equity adjustment for temporary Equity valuye To Redemption Value | 0 | |||||||||||||
Ending balance at Jun. 30, 2020 | 2,853,840 | 2,841,637 | 240 | 2,751,318 | 141,936 | (51,857) | 12,203 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||
Net loss | (30,387) | |||||||||||||
Comprehensive loss | (30,387) | |||||||||||||
Distributions to noncontrolling interest holders | 0 | |||||||||||||
Redeemable noncontrolling interests, non-cash acquisition | (37,715) | |||||||||||||
Redeemable noncontrolling interest adjustment to redemption fair value | 20,586 | |||||||||||||
Accretion of put options | 489 | |||||||||||||
Ending balance at Jun. 30, 2020 | 20,600 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income (loss) attributable to Madison Square Garden Entertainment Corp.’s stockholders | (412,082) | |||||||||||||
Less: Net loss attributable to redeemable noncontrolling interests | (2,099) | |||||||||||||
Net income (loss) | (414,181) | (412,082) | (2,099) | |||||||||||
Other comprehensive loss | 24,737 | 24,737 | 24,737 | |||||||||||
Comprehensive loss | (389,444) | (387,345) | (2,099) | |||||||||||
Contributions from noncontrolling interest holders/joint venture interests | 1,800 | 1,800 | ||||||||||||
Redeemable noncontrolling interests, non-cash acquisition | 0 | 0 | ||||||||||||
Redeemable noncontrolling interest adjustment to redemption fair value | (46,425) | (46,425) | (46,425) | |||||||||||
Distribution to related parties associated with the settlement of certain share-based awards granted prior to the Entertainment Distribution | (1,273) | (1,273) | (1,273) | |||||||||||
Share-based compensation | 56,035 | 56,035 | 56,035 | |||||||||||
Tax withholding associated with shares issued for equity-based compensation | (6,060) | (6,060) | (1) | (6,061) | ||||||||||
The Company equity adjustment for temporary Equity valuye To Redemption Value | (8,728) | (8,728) | (8,728) | |||||||||||
Ending balance at Jun. 30, 2021 | 2,459,745 | $ 2,447,841 | $ 241 | $ 2,744,866 | $ (270,146) | $ (27,120) | $ 11,904 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||
Net loss | (16,269) | |||||||||||||
Comprehensive loss | (16,269) | |||||||||||||
Partially own subsidiary distribution to related party, portion attributable to noncontrolling interest | $ 498 | |||||||||||||
Redeemable noncontrolling interests, non-cash acquisition | 76,500 | |||||||||||||
Redeemable noncontrolling interest adjustment to redemption fair value | 46,425 | |||||||||||||
Distribution to related parties associated with the settlement of certain share-based awards granted prior to the Entertainment Distribution | $ (498) | |||||||||||||
Redeemable Noncontrolling Interest Redemption Value Adjustment | 8,728 | |||||||||||||
Accretion of put options | 2,348 | |||||||||||||
Ending balance at Jun. 30, 2021 | $ 137,834 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Description of Business Madison Square Garden Entertainment Corp. (together with its subsidiaries, the “Company” or “MSG Entertainment”), is a leader in live experiences comprised of iconic venues; marquee entertainment content; popular dining and nightlife offerings; and a premier music festival. Utilizing the Company’s powerful brands and live entertainment expertise, the Company delivers unique experiences that set the standard for excellence and innovation while forging deep connections with diverse and passionate audiences. As of June 30, 2021, the Company was comprised of two reportable segments: Entertainment and Tao Group Hospitality. The Entertainment segment’s portfolio of venues includes: Madison Square Garden (“The Garden”), Hulu Theater at Madison Square Garden, Radio City Music Hall and the Beacon Theatre in New York City, and The Chicago Theatre in Chicago. Until its sale on May 1, 2020, the Company’s venues also included the Forum in Inglewood, CA, which was sold on May 1, 2020. In addition, the Company is constructing a state-of-the-art venue, MSG Sphere, in Las Vegas and plans to build a second MSG Sphere in London, pending necessary approvals. The Entertainment segment portfolio also includes the original production, the Christmas Spectacular Starring the Radio City Rockettes (“ Christmas Spectacular ”), as well as Boston Calling Events, LLC (“BCE”), the entertainment production company that owns and operates the Boston Calling Music Festival. Additionally, Tao Group Holdings LLC (“Tao Group Hospitality”), our other reportable segment, which includes the business of Hakkasan (as defined herein) acquired in April 2021, is a hospitality group with globally-recognized entertainment, dining, and nightlife brands, which consists of a collection of 61 hospitality assets including restaurants, bars, lounges, and nightclubs that it owns, manages or licenses. The brand portfolio of Tao Group Hospitality spans five continents and over 22 markets. The Company conducts a significant portion of its operations at venues that it either owns or operates under long-term leases. The Company owns The Garden and Hulu Theater at Madison Square Garden and The Chicago Theatre and leases Radio City Music Hall and the Beacon Theatre in New York City. In July 2021, the Company extended the term of the lease, previously set to expire in 2023, until August 31, 2038 with an option to renew for an additional ten years by providing two years’ notice prior to expiration. See Note 23 for additional information. Additionally, Tao Group Hospitality operates various restaurants, nightlife and hospitality venues under long-term leases and management contracts in New York, Las Vegas, Los Angeles, Chicago, San Diego, Santa Monica, Miami, Uncasville in Connecticut, Mexico, United Kingdom, Norway, Morocco, Saudi Arabia, Qatar, United Arab Emirates, India, China, Australia, and Singapore. The Company, formerly named MSG Entertainment Spinco, Inc., was incorporated on November 21, 2019 as a direct, wholly owned subsidiary of Madison Square Garden Sports Corp. (“MSG Sports” or “Former Parent”), formerly known as The Madison Square Garden Company. On March 31, 2020, MSG Sports’ board of directors approved the distribution of all the outstanding common stock of MSG Entertainment to MSG Sports’ stockholders (the “Entertainment Distribution”), which occurred on April 17, 2020 (the “Entertainment Distribution Date”). In the Entertainment Distribution, stockholders of MSG Sports received (a) one share of the Company’s Class A common stock, par value $0.01 per share (“Class A Common Stock”), for every share of MSG Sports Class A common stock, par value $0.01 per share, held of record as of the close of business, New York City time, on April 13, 2020 (the “Record Date”), and (b) one share of the Company’s Class B common stock, par value $0.01 per share (“Class B Common Stock”), for every share of MSG Sports Class B common stock, par value $0.01 per share, held of record as of the close of business, New York City time, on the Record Date. Following the Entertainment Distribution on April 17, 2020, the Company has two segments (the Entertainment business and the Tao Group Hospitality business) as a result of certain changes in the financial information that is provided to its Chief Operating Decision Maker (“CODM”). Additionally, as part of the Entertainment Distribution, the Company entered into various agreements with MSG Sports as detailed in Note 20 . Merger with MSG Networks Inc. On July 9, 2021, the Company completed its previously announced acquisition of MSG Networks Inc., a Delaware corporation (“MSG Networks”), pursuant to that certain Agreement and Plan of Merger, dated as of March 25, 2021 (the “Merger Agreement”), among the Company, Broadway Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and MSG Networks. Merger Sub merged with and into MSG Networks (the “Merger”), with MSG Networks surviving and continuing as the surviving corporation in the Merger as a wholly-owned subsidiary of the Company. On July 9, 2021, at the effective time of the Merger (the “Effective Time”), (i) each share of Class A common stock, par value $0.01 per share, of MSG Networks (“MSGN Class A Common Stock”) issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive a number of shares of Class A common stock, par value $0.01 per share, of the Company (“Class A Common Stock”) such that each holder of record of shares of MSGN Class A Common Stock has the right to receive, in the aggregate, a number of shares of Class A Common Stock equal to the total number of shares of MSGN Class A Common Stock held of record immediately prior to the Effective Time multiplied by 0.172, with such product rounded up to the next whole share and (ii) each share of Class B common stock, par value $0.01 per share, of MSG Networks (“MSGN Class B Common Stock” and, together with MSGN Class A Common Stock, “MSGN Common Stock”) issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive a number of shares of Class B common stock, par value $0.01 per share, of the Company (“Class B Common Stock” and, together with Class A Common Stock, “Common Stock”) such that each holder of record of shares of MSGN Class B Common Stock has the right to receive, in the aggregate, a number of shares of Class B Common Stock equal to the total number of shares of MSGN Class B Common Stock held of record immediately prior to the Effective Time multiplied by 0.172, with such product rounded up to the next whole share, in each case except for Excluded Shares (as defined in the Merger Agreement). Beginning with the fiscal quarter ending September 30, 2021, the Merger will be accounted for as a transaction between entities under common control as the Company and MSG Networks were, prior to the Merger, each controlled by the Dolan Family Group (as defined herein). Upon the closing of the Merger, the net assets of MSG Networks will be combined with those of the Company at their historical carrying amounts and the companies will be presented on a combined basis for all historical periods that the companies were under common control. As this transaction represents a change in reporting entity, the financial statements in future filings will be materially different since they will represent the combined operations of both commonly-controlled entities. Basis of Presentation The Company reports on a fiscal year basis ending on June 30 th . In these consolidated and combined financial statements, the years ended on June 30, 2021, 2020, and 2019 are referred to as “Fiscal Year 2021,” “Fiscal Year 2020,” and “Fiscal Year 2019,” respectively, and the year ending June 30, 2022 is referred to as “Fiscal Year 2022”. Subsequent to the Entertainment Distribution, the Company’s financial statements as of June 30, 2021, as of June 30, 2020, for Fiscal Year 2021, and from April 18, 2020 to June 30, 2020 included in Fiscal Year 2020, are presented on a consolidated basis, as the Company became a standalone public company on April 17, 2020. The Company’s combined financial statements as of June 30, 2019 and for Fiscal Year 2019, as well as the financial information from July 1, 2019 through April 17, 2020 that is included in the results of operations for Fiscal Year 2020, were prepared on a standalone basis derived from the consolidated financial statements and accounting records of Former Parent and are presented as carve-out financial statements as the Company was not a standalone public company prior to the Entertainment Distribution. These combined financial statements reflect the combined historical results of operations, financial position and cash flows of Former Parent’s sports and entertainment businesses, as well as its venues and joint ventures (“combined financial statements”), in accordance with U.S. generally accepted accounting principles (“GAAP”) and Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin Topic 1-B, Allocation of Expenses and Related Disclosure in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another Entity . References to GAAP issued by the Financial Accounting Standards Board (“FASB”) in these footnotes are to the FASB Accounting Standards Codification , also referred to as the “Codification” or “ASC.” Historically, separate financial statements were not prepared for the Company as it had not operated as a stand-alone business separate from MSG Sports. The combined financial statements include certain assets and liabilities that were historically held by MSG Sports or by other MSG Sports subsidiaries but were specifically identifiable or otherwise attributable to the Company. All significant intercompany transactions between MSG Sports and the Company have been included as components of MSG Sports Corp. Investment in the combined financial statements, as they were considered effectively settled upon effectiveness of the Entertainment Distribution. The combined financial statements have been reflected on a historical cost basis. As immediately prior to the Entertainment Distribution, all of the assets and liabilities presented were wholly-owned by MSG Sports and were transferred to the Company at a carry-over basis. The financial information from July 1, 2019 through April 17, 2020 that is included in the results of operations for Fiscal Year 2020 and the combined statements of operations for Fiscal Year 2019 include allocations for certain support functions that were provided on a centralized basis and not historically recorded at the business unit level by MSG Sports, such as expenses related to executive management, finance, legal, human resources, government affairs, information technology, and venue operations, among others. As part of the Entertainment Distribution, certain corporate and operational support functions were transferred to the Company and therefore, charges were reflected in order to properly burden all business units comprising MSG Sports’ historical operations. These expenses have been allocated to MSG Sports on the basis of direct usage when identifiable, with the remainder allocated on a pro-rata basis of combined revenues, headcount or other measures of the Company or MSG Sports, which are recorded as a reduction of either direct operating expenses or selling, general and administrative expense. In addition, certain of the Company’s contracts with its customers for suite license, sponsorship, and venue signage arrangements contain performance obligations that are fulfilled by both the Company and MSG Sports. Revenue sharing expenses attributable to MSG Sports have primarily been recorded on the basis of specific identification where possible, with the remainder allocated proportionately as a component of direct operating expenses within the combined statements of operations. Management believes the assumptions underlying the combined financial statements, including the assumptions regarding allocating general corporate expenses, are reasonable. Nevertheless, the combined financial statements may not include all of the actual expenses that would have been incurred by the Company and may not reflect its combined results of operations, financial position, and cash flows had it been a stand-alone company during the periods presented. Actual costs that would have been incurred if the Company had been a stand-alone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. The Company is unable to quantify the amounts that it would have recorded during the historical periods on a stand-alone basis as it is not practicable to do so. See Note 21 for more information regarding allocations of certain costs from the Company to MSG Sports. After the Entertainment Distribution, the Company has been providing certain of these services to MSG Sports through a transition services agreement (“TSA”). As part of the Entertainment Distribution, certain employees providing support functions were transferred to the Company. MSG Sports uses a centralized approach to cash management and financing of operations. Cash is managed centrally with net earnings reinvested and working capital requirements met from existing liquid funds. The Company’s and MSG Sports’ cash was available for use and was regularly “swept” historically. Most of the cash and cash equivalents held at the corporate level by MSG Sports were attributed to the Company for each of the periods presented, and as such, cash was held in accounts legally owned by the Company. Therefore, such amounts were attributed to the combined balance sheets for each period presented. Transfers of cash both to and from MSG Sports are included as components of the MSG Sports Corp. Investment in the accompanying combined statements of divisional equity and redeemable noncontrolling interests. In connection with the Entertainment Distribution, the Company received $816,896 of cash and cash equivalents from MSG Sports. MSG Sports’ net investment in the Company has been presented as a component of divisional equity in the combined financial statements. Distributions made by MSG Sports to the Company or to MSG Sports from the Company are recorded as transfers to and from MSG Sports, and the net amount is presented on the combined statements of cash flows as “Net transfers to/from MSG Sports and MSG Sports subsidiaries.” As of the Entertainment Distribution date, MSG Sports’ net investment in the Company was contributed to Former Parent’s stockholders through the distribution of all the common stock of the Company. The par value of the Company’s stock was recorded as a component of common stock, with the remaining balance recorded as additional paid-in capital in the consolidated and combined balance sheet on the Entertainment Distribution Date. For purposes of the combined financial statements, income tax expense has been recorded as if the Company filed tax returns on a standalone basis separate from Former Parent. This separate return methodology applies to accounting guidance for income taxes in the combined financial statements as if the Company was a standalone public company for the periods prior to the Entertainment Distribution. Therefore, cash tax payments and items of current and deferred taxes may not be reflective of the Company’s actual tax balances prior to or subsequent to the Entertainment Distribution. Prior to the Entertainment Distribution, the Company's operating results were included in Former Parent’s consolidated U.S. federal and state income tax returns. Pursuant to rules promulgated by the Internal Revenue Service and various state taxing authorities, the Company expects to file its initial U.S. income tax return for the period from April 18, 2020 through June 30, 2020. The calculation of the Company’s income taxes involves considerable judgment and use of both estimates and allocations. Impact of the COVID-19 Pandemic The Company’s operations and operating results have been, and continue to be, materially impacted by the COVID-19 pandemic and actions taken in response by governmental authorities and certain professional sports leagues. For the majority of Fiscal Year 2021, substantially all of the Entertainment business operations were suspended and Tao Group Hospitality was operating at significantly reduced capacity and demand. While operations have started to resume, it is not clear when we will fully return to normal operations. As a result of government-mandated assembly limitations and closures, all of our performance venues were closed beginning in mid-March 2020. Use of The Garden resumed for Knicks and Rangers home games without fans in December 2020 and January 2021, respectively, and, beginning on February 23, 2021, The Garden was permitted to host fans at games at 10% seating capacity with certain safety protocols, such as proof of full vaccination or a negative COVID-19 test and social distancing. Starting April 1, 2021, our other New York performance venues, Hulu Theater at Madison Square Garden, Radio City Music Hall and the Beacon Theatre, were also permitted to reopen at 10% capacity with certain safety protocols. Although live events were permitted at our venues, government-mandated capacity restrictions and other safety requirements made it economically unfeasible to do so for most events at that time. Effective May 19, 2021, all of our New York venues were permitted to host guests at full capacity, subject to certain restrictions, and effective June 2021, The Chicago Theatre was permitted to host events without restrictions. As a result, The Garden hosted three Knicks playoff games with approximately 15,000-16,000 fans in attendance per game during Fiscal Year 2021, and we welcomed the Foo Fighters on June 20, 2021 for the first live event at The Garden with 100% capacity since our venues were shut down in March 2020. In addition, on June 19, 2021, Radio City Music Hall opened its doors for the first time in over a year to host the Tribeca Festival’s closing night film, Untitled: Dave Chappelle Documentary, with 100% capacity. T he Beacon Theatre hosted its first ticketed event, at 100% capacity, on June 22, 2021 with the first of two shows from Trey Anastasio, and Hulu Theater at Madison Square Garden hosted its first ticketed event, at 100% capacity, with a boxing/hip-hop event on August 3, 2021. For all events hosted at our New York venues with 100% capacity prior to August 17, 2021, guests were required to provide proof of full vaccination or a negative COVID-19 test, depending on the requirements of that venue and/or preference of the performer. Effective August 17, 2021, all workers and customers in New York City indoor dining, indoor fitness and indoor entertainment facilities are required to show proof of at least one vaccination shot. In addition, effective August 20, 2021, face coverings are required for all individuals in indoor public spaces in Chicago, including our venues. For Fiscal Year 2021, the majority of ticketed events at our venues were postponed or canceled and, while live events are permitted to be held at all of our performance venues as of the date of this filing and we are continuing to host and book new events, due to the lead-time required to book touring acts and artists, which is the majority of our business, we expect that our bookings will continue to be impacted through the 2021 calendar year. W e continue to actively pursue one-time or multi-night performances at our venues as the touring market ramps up. The impact to our operations also included the cancellation of the 2020 production of the Christmas Spectacular and both the 2020 and 2021 Boston Calling Music Festivals. While the 2021 production of the Christmas Spectacular is currently on-sale, the current production is scheduled for 163 shows, as compared with 199 shows for the 2019 production, which was the last production presented prior to the impact of the COVID-19 pandemic. The Company has long-term arena license agreements (the “Arena License Agreements”) with MSG Sports that require the Knicks and Rangers to play their home games at The Garden. As discussed above, capacity restrictions, use limitations and social distancing requirements were in place for the entirety of the Knicks and Rangers 2020-21 regular seasons, which materially impacted the payments we received under the Arena License Agreements for Fiscal Year 2021. On July 1, 2021, the Knicks and Rangers began paying the full amounts provided for under their respective Arena License Agreements. The NBA and NHL have each announced that they intend to return to traditional October to April regular season schedule, with full 82-game regular seasons, for the 2021-22 season. Disruptions caused by the COVID-19 pandemic had a significant and negative impact on Tao Group Hospitality’s operations and financial performance for Fiscal Year 2021. Due to governm ent actions taken in response to the COVID-19 pandemic, virtually all of Tao Group Hospitality’s venues were closed for approximately three months starting in mid-March 2020, and Avenue and Vandal in New York were permanently closed in April 2020 and June 2020, respectively. In addition, Avenue in Los Angeles was permanently closed in May 2021. Throughout Fiscal Year 2021, Tao Group Hospitality conducted limited operations at certain venues, subject to significant regulatory requirements, including capacity limits, curfews and social distancing requirements for outdoor and indoor dining. Tao Group Hospitality’s operations fluctuated throughout Fiscal Year 2021 as certain markets lifted restrictions, imposed restrictions, and changed operational requirements over time. As of June 30, 2021, 51 of Tao Group Hospitality’s venues were open for outdoor dining, limited or full capacity indoor dining (depending on the market), and delivery/takeout (23 legacy Tao Group Hospitality venues and 28 Hakkasan venues acquired in connection with the April 27, 2021 transaction), inclusive of Tao Asian Bistro & Lounge at Mohegan Sun, a new venue that first opened its doors in March 2021, while 10 venues remained closed (five legacy Tao Group Hospitality venues and five Hakkasan venues). Of the 51 Tao Group Hospitality venues currently operating, 29 are U.S.-based and operating without capacity restrictions (21 Tao Group Hospitality legacy venues and eight Hakkasan venues) and 22 are international (two Tao Group Hospitality legacy venues and 20 Hakkasan venues) and operating under various governmental safety protocols such as curfews, capacity limitations and social distancing. Effective August 17, 2021, workers and customers in New York City indoor dining facilities are required to show proof of at least one vaccination shot. In addition, certain U.S. jurisdictions have reinstated safety protocols, such as the mask mandates in Nevada and Chicago, but not otherwise limiting capacity. MSG Networks depends on the appeal of its live programming to viewing subscribers of its networks and to its advertisers. As a result of the COVID-19 pandemic and league and government actions relating thereto, MSG Networks aired substantially fewer NBA and NHL telecasts during Fiscal Year 2021, as compared with Fiscal Year 2019 (the last full fiscal year not impacted by COVID-19), and consequently experienced a decrease in revenues, including a material decrease in advertising revenue. The absence of live sports games also resulted in a decrease in certain MSG Networks expenses, including rights fees, variable production expenses, and advertising sales commissions. During Fiscal Year 2021, the COVID-19 pandemic materially impacted our revenues, most significantly because, for the majority of the year, we were not generating revenue from (i) ticketed events at The Garden, Hulu Theater at Madison Square Garden, Radio City Music Hall, the Beacon Theatre and The Chicago Theatre, (ii) suite licenses, (iii) the 2020 production of the Christmas Spectacular and (iv) the 2021 Boston Calling Music Festival. In addition, we generated substantially reduced revenue in connection with (i) sponsorship and advertising, (ii) payments under the Arena License Agreements, (iii) food and beverage concessions and catering services at Knicks and Rangers games and (iv) non-ticketed events such as the Big East Tournament in March 2021. Additionally, as a result of operating disruptions due to the COVID-19 pandemic, the Company’s projected cash flows were directly impacted. These disruptions along with the deteriorating macroeconomic conditions and industry/market considerations, were considered a “triggering event” for the Tao Group Hospitality reporting unit during Fiscal Year 2020, which required the Company to assess the carrying value of Tao Group Hospitality’s intangible assets, long-lived assets and goodwill, in that order in accordance with ASC Subtopic 350-30, for impairment. Based on this evaluation, the Company recorded a non-cash goodwill impairment charge of $88,583 during Fiscal Year 2020 for the Tao Group Hospitality reporting unit. In addition, during the year ended June 30, 2020, the Company recorded non-cash impairment charges of $8,047, $5,646, and $3,541, for property and equipment assets, right-of-use assets net of related lease liabilities, and a tradename, respectively, which were associated with two venues within the Company’s Tao Group Hospitality reportable segment. In connection with the COVID-19-related shutdown of its venues, Tao Group Hospitality negotiated rent concessions with landlords for certain of its leased venues. The Company has elected to apply the temporary practical expedient to account for such rent abatement concessions as if they were contemplated as part of the existing venue lease contracts. Accordingly, the Company accounted for such concessions as negative variable lease cost in the amount of the rent abatement concessions received. There were no indicators of impairment identified by the Company for the Entertainment reporting unit during Fiscal Year 2021 and Fiscal Year 2020. However, the duration and impact of the COVID-19 pandemic may result in additional future impairment charges that management will evaluate as facts and circumstances evolve over time. Refer to Note 11 for further detail. As a result of the material impact COVID-19 had on our revenues during Fiscal Year 2021, we took several actions to improve our financial flexibility, reduce operating costs and preserve liquidity , including (i) revising our construction schedule for MSG Sphere, with an anticipated opening date of calendar year 2023, (ii) making significant cuts in both venue and corporate headcounts, and (iii) having our wholly-owned subsidiary, MSG National Properties, LLC (“MSG National Properties”) enter into a five-year $650,000 senior secured term loan facility (“National Properties Term Loan Facility”). See N ote 14 for further details of National Properties Term Loan Facility. In August 2020, Tao Group Hospitality entered into an amendment to the Tao Senior Credit Agreement, which suspended certain financial covenants through December 31, 2021 and increased the minimum liquidity requirement. In addition, in |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation and Combination For the periods prior to the Entertainment Distribution, the combined financial statements included assets and liabilities that were historically held at Former Parent’s corporate level but were specifically identifiable or otherwise attributable to the Company. All intercompany transactions between the Company and Former Parent have been included in the combined financial statements as components of MSG Sports Corp.’s investment. All significant intracompany transactions and accounts within the Company’s financial statements have been eliminated. In addition, expenses related to corporate allocations prior to the Entertainment Distribution were considered to be effectively settled in the combined financial statements at the time the transaction was recorded, with the offset recorded against MSG Sports’ investment. After the Entertainment Distribution, the consolidated financial statements of the Company include the accounts of Madison Square Garden Entertainment Corp. and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. 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 if the consideration is non-cash, 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 and combined 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 and combined balance sheets between liabilities and equity, as redeemable noncontrolling interests. In addition, the consolidated and combined financial statements of the Company include accounts from Tao Group Hospitality (including the acquisition of Hakkasan in April 2021, see Note 3 for further details) and BCE, in which the Company has controlling voting interests. The Company’s consolidation criteria are based on authoritative accounting guidance for voting interest, controlling interest or variable interest entities. Tao Group Hospitality and BCE are consolidated with the equity owned by other shareholders shown as redeemable or nonredeemable noncontrolling interests in the accompanying combined balance sheets, and the other shareholders’ portion of net earnings (loss) and other comprehensive income (loss) shown as net income (loss) or comprehensive income (loss) attributable to redeemable or nonredeemable noncontrolling interests in the accompanying consolidated and combined statements of operations and consolidated and combined statements of comprehensive income (loss), respectively. On January 31, 2017, the Company acquired a controlling interest in Tao Group Hospitality. In accordance with FASB ASC Topic 805, Business Combinations (“ASC Topic 805”), and ASC Topic 810, Consolidation (“ASC Topic 810”) the financial position of Tao Group Hospitality has been consolidated with the Company’s consolidated balance sheets as of June 30, 2021 and 2020. The Merger with MSG Networks was completed on July 9, 2021. The accounting treatment and details surrounding the Merger are discussed under Note 1. Use of Estimates The preparation of the accompanying consolidated and combined financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the provision for credit losses, valuation of investments, goodwill, intangible assets, other long-lived assets, tax accruals and other liabilities. In addition, estimates are used in revenue recognition, income tax expense, performance and share-based compensation, depreciation and amortization, litigation matters and other matters, as well as in the valuation of contingent consideration and noncontrolling interests resulting from business combination transactions. Management believes its use of estimates in the financial statements to be reasonable. Management evaluates its estimates on an ongoing basis using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time and as such these estimates may ultimately differ from actual results. Changes in estimates resulting from weakness in the economic environment or other factors beyond the Company’s control could be material and would be reflected in the Company’s financial statements in future periods. Revenue Recognition See Note 4 for details of accounting policies related to revenue recognition and other disclosures required under ASC Topic 606, Revenue from Contracts with Customers . Direct Operating Expenses Direct operating expenses include, but are not limited to, event costs related to the presentation and production of the Company’s live entertainment and sporting events, revenue sharing expenses associated with signage, sponsorship and suite license fee revenue and in-venue food and beverage sales that are attributable to MSG Sports and venue lease, maintenance, and other operating expenses. In addition, for periods prior to the Entertainment Distribution Date, the direct operating expenses also included revenue sharing expenses associated with the venue-related signage, sponsorship, and suite license fee revenues that are attributable to MSG Sports (See Note 4 for further details) and an allocation of charges for venue usage to MSG Sports for hosting home games of the Knicks and the Rangers at The Garden. Direct operating expenses for Tao Group Hospitality primarily include the cost of food and beverage sales, nightlife venue entertainment expenses, and costs of venues’ labor and occupancy. Production Costs for the Company’s Original Productions The Company defers certain costs of productions such as creative design, scenery, wardrobes, rehearsal and other related costs for the Company’s proprietary shows. Deferred production costs are amortized on a straight-line basis over the course of a production’s performance period using the expected life of a show’s assets. Deferred production costs are subject to recoverability assessments whenever there is an indication of potential impairment. The Company recorded $6,577 and $6,683 of net deferred production costs associated with the Christmas Spectacular within other current assets and other assets in the accompanying consolidated balance sheets as of June 30, 2021 and 2020, respectively. Allocation of Charges for Venue Usage to MSG Sports For periods prior to the Entertainment Distribution Date, the Company’s combined financial statements included expenses associated with the ownership, maintenance, and operation of The Garden, which the Company and MSG Sports use in their respective operations. The Knicks and Rangers are the primary recurring occupants of The Garden, playing their home games at The Garden. The number of home games increases if the Knicks and Rangers qualify for the playoffs. Historically, the Company did not charge rent expense to MSG Sports for use of The Garden. However, for purposes of the Company’s combined financial statements, the Company allocated expenses to MSG Sports for the usage of The Garden, which were reported as a reduction of direct operating expense in the accompanying combined statements of operations. This allocation was based on a combination of event count and revenue, which the Company’s management believes is a reasonable allocation methodology. The venue usage charge allocated to MSG Sports was $45,358 for the period of July 1, 2019 to April 17, 2020 in Fiscal Year 2020 and $47,093 in Fiscal Year 2019. In connection with the Entertainment Distribution, the Company entered into Arena License Agreements with MSG Sports (see Note 10 for further discussion). Fees recognized by the Company under the Arena License Agreements with MSG Sports for use of The Garden are reported as operating lease revenues in accordance with ASC Topic 842, Leases. With The Garden closed by government mandate, the Company did not recognize operating lease revenue under the Arena License Agreements in Fiscal Year 2020. During Fiscal Year 2021, the use of The Garden for Knicks and Rangers home games resumed under the government-mandated capacity restrictions and safety protocols accordingly, the Company recognized $21,345 of revenues under the Arena License Agreements. Revenue Sharing Expenses As discussed above, prior to the Entertainment Distribution Date, MSG Sports’ share of the Company’s suites license, venue signage and sponsorship revenue, and in-venue food and beverage sales has been reflected within direct operating expense as revenue sharing expenses, where such amounts were either specifically identified where possible or allocated proportionally. After the Entertainment Distribution Date, such revenue sharing expenses are determined based on contractual agreements between the Company and MSG Sports, primarily related to suite license, certain internal signage and in-venue food and beverage sales. Advertising Expenses Advertising costs are typically charged to expense when incurred, however, advertising for productions and other live entertainment events are generally deferred within interim periods and expensed over the run of the show, but by no later than the end of the fiscal year. Total advertising costs classified in direct operating and selling, general and administrative expenses were $1,008, $10,579 and $13,106 for the years ended June 30, 2021, 2020 and 2019, respectively. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC Topic 740”). 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 For periods prior to the Entertainment Distribution Date, the Company’s employees participated in MSG Sports’ share-based compensation plans. Share-based compensation expense has been attributed to the Company based on the awards and terms previously granted to MSG Sports’ employees. For purposes of the combined financial statements, an allocation of share-based compensation expense related to corporate employees was recorded in addition to the expense attributed to the Company’s direct employees. The allocated expense includes both directors and corporate executives of MSG Sports, allocated using a proportional allocation method which management has deemed to be reasonable. Following the Entertainment Distribution, 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. Earnings (Loss) Per Common Share On the Entertainment Distribution Date, 23,992 shares of the Company’s Class A Common Stock were distributed to MSG Sports’ stockholders as of the Record Date and were outstanding as of April 17, 2020. This share amount was being utilized for the calculation of basic earnings (loss) per common share (“EPS”) for the periods prior to the Entertainment Distribution because the Company was a wholly-owned subsidiary of MSG Sports prior to the Entertainment Distribution Date. In addition, the computation of diluted earnings per share equals the basic earnings (loss) per common share calculation since there was no stock trading information available to compute the dilutive effect of shares issuable under share-based compensation plans needed under the treasury method in accordance with ASC Topic 260, Earnings Per Share . In connection with the Entertainment Distribution, the Company entered into amended employment agreements with the redeemable noncontrolling interest holders of Tao Group Hospitality in the fourth quarter of Fiscal Year 2020, which provided the noncontrolling interest holders with put rights that could require the Company to purchase the remaining noncontrolling interest. In addition, in accordance with the transaction agreement related to the acquisition of Hakkasan in April 2021, the noncontrolling interest holders of the acquiree are provided with put rights that could require the Company to purchase the remaining noncontrolling interest. Upon the exercise of the put rights by the noncontrolling interest holders, the price to be paid for redeemable noncontrolling interests is the current fair market value of the redeemable noncontrolling interest, subject to a minimum price (“floor”). In accordance with ASC 480, Distinguishing Liabilities From Equity , the Company elected to apply the Equity Classification — Entire Adjustment Method which treats the entire adjustment for the redeemable noncontrolling interests to an amount other than fair value using retained earnings (or additional paid-in capital in absence of retained earnings). The adjustments to retained earnings are not a component of net income attributable to the Company’s common stockholders, rather than the adjustment to the control number (numerator) of the EPS computation. See Note 6 for the adjustment of redeemable noncontrolling interest to redemption value in the computation of earnings per share. For the periods after the Entertainment Distribution Date, basic 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 (see Note 16) only in the periods in which such effect would have been dilutive. For the periods when a net loss is reported, the computation of diluted EPS equals the basic EPS calculation since common stock equivalents were antidilutive due to losses from continuing operations. 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 in the accompanying consolidated balance sheets. The Company presents the change in these book cash overdrafts as cash flows from operating activities. Restricted Cash The Company’s restricted cash includes cash deposited in escrow accounts. For example, the Company has deposited cash in an interest-bearing escrow account as credit support and collateral to its 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. Changes in restricted cash are reflected on the accompanying consolidated and combined statement of cash flows in accordance with ASU No. 2016-18, Statement of Cash Flows (Topic 230) , which is included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the Company’s consolidated and combined statements of cash flows. In addition, the restricted cash balance as of June 30, 2021 included a deposit in a reserve account of approximately $4,800 associated with credit facilities of Tao Group Hospitality. See Note 14 for further details on the amendment to the Tao Senior Credit Agreement in August 2020. Short-Term Investments Short-term investments as of June 30, 2020 consisted of 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. The Company classified its short-term investments at the time of purchase as “held-to-maturity” and re-evaluated its classification quarterly based on whether the Company had the intent and ability to hold until maturity. Short-term investments, which were recorded at cost and adjusted for accrued interest, approximate fair value. Cash inflows and outflows related to the sale and purchase of short-term investments are classified as investing activities in the Company’s consolidated and combined statements of cash flows. 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 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’s allowance for credit losses was $5,577 and $9,135 as of June 30, 2021 and 2020, respectively. Investments in to Nonconsolidated Affiliates and Equity Securities The Company’s investments in nonconsolidated affiliates 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, companies are required to allocate 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 equity in earnings (loss) of nonconsolidated affiliates on the Company’s consolidated and combined statements of operations. Dividends received from the investee reduce the carrying amount of the investment. Due to the timing of receiving financial information from 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. In addition to the equity method investments, the Company also has other equity investments with and 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 Miscellaneous income (expense), net in the accompanying consolidated and combined statement of operations. For equity investments with readily determinable fair values, changes in the fair value of those investments are measured monthly and are recorded within Miscellaneous income (expense), net in the accompanying consolidated and combined statement of operations. Impairment of Investments The Company reviews its investments at least quarterly 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. See Note 8 for further discussion of impairments of investments. Long-Lived and Indefinite-Lived Assets The Company’s long-lived and indefinite-lived assets consist of property and equipment, right-of-use assets, goodwill, indefinite-lived intangible assets, and amortizable intangible assets. Property and equipment is stated at cost. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets or, with respect to leasehold improvements, amortized over the shorter of the lease term or the asset’s estimated useful life. 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. In July 2013, the permit for The Garden was renewed for ten years and these financial statements have been prepared assuming further renewal of that permit. Identifiable intangible assets with finite useful lives are amortized on a straight-line basis over their respective estimated useful lives. Goodwill and identifiable intangible assets that have indefinite useful lives are not amortized. Impairment of Long-Lived and Indefinite-Lived Assets In assessing the recoverability of the Company’s long-lived and indefinite-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 as well as the magnitude of any such charge. Fair value estimates are made at a specific point in time, based on relevant information. These estimates are subjective in nature and involve significant uncertainties and judgments and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. If these estimates or material related assumptions change in the future, the Company may be required to record impairment charges related to its long-lived and/or indefinite-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 first step of the goodwill impairment test is used to 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. Subsequent to the adoption of ASU No. 2017-04 in the third quarter of Fiscal Year 2020, the amount of an impairment loss is measured as the amount by which a reporting unit’s carrying value exceeds its fair value determined in step one, not to exceed the carrying amount of goodwill. Prior to the adoption of ASU No. 2017-04, if the carrying amount of a reporting unit exceeded its fair value, the second step of the goodwill impairment test was performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compared the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeded the implied fair value of that goodwill, an impairment loss was recognized in an amount equal to that excess. The implied fair value of goodwill was determined in the same manner as the amount of goodwill that would be recognized in a business combination. The Company performs its goodwill impairment test at the reporting unit level, which is one level below the operating segment level. The Company has two operating and reportable segments, Entertainment and Tao Group Hospitality, consistent with the way management makes decisions and allocates resources to the business. For Fiscal Years 2021 and 2020, the Company had two reporting units for goodwill impairment testing purposes: Entertainment and Tao Group Hospitality. During the first quarter of Fiscal Year 2021, the Company performed its annual impairment test of goodwill and determined that there were no impairments of goodwill identified for any of its reporting units as of the impairment test date. As a result of operating disruptions due to the COVID-19 pandemic beginning in the third quarter of Fiscal Year 2020, the Company’s projected cash flows were directly impacted. These disruptions along with the deteriorating macroeconomic conditions and industry/market considerations, were considered a “triggering event” for the Tao Group Hospitality reporting unit at the end of the third quarter of Fiscal Year 2020, which required the Company to assess the carrying value of Tao Group Hospitality’s intangible assets, long-lived assets and goodwill, in that order, in accordance with ASC Subtopic 350-30, for impairment. Based on this evaluation, the Company recorded a non-cash goodwill impairment charge of $88,583 during Fiscal Year 2020 for the Tao Group Hospitality reporting unit. See Note 11 for more information regarding the changes of the Company’s goodwill. Identifiable indefinite-lived intangible assets are tested annually for impairment as of August 31 st and at any time upon the occurrence of certain events or substantive 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. In the qualitative assessment, the Company must evaluate the totality of qualitative factors, including any recent fair value measurements, that impact whether an indefinite-lived intangible asset other than goodwill has a carrying amount that more likely than not exceeds its fair value. The Company must proceed to conducting a quantitative analysis if the Company (i) determines that such an impairment is more likely than not to exist, or (ii) foregoes the qualitative assessment entirely. Under the quantitative assessment, the impairment test for identifiable indefinite-lived intangible assets consists of a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, then an impairment loss is recognized in an amount equal to that excess. The Company generally determines the fair value of an indefinite-lived intangible asset using an income approach, such as the relief from royalty method, in instances when it does not perform the qualitative assessment of the intangible asset. 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 is 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. As a result of operating disruptions due to the COVID-19 pandemic, the Company recorded non-cash impairment charges of $8,047, $5,646, and $3,541, for property and equipment assets, right-of-use assets net of related lease liabilities, and certain intangible assets during Fiscal Year 2020, respectively, which were associated with two venues within the Company’s Tao Group Hospitality reportable segment. 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. Contingent Consideration Some of the Company’s acquisition agreements 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 “Other accrued liabilities” and “Other liabilities” on the consolidated balance sheets. The Company measures its contingent earn-out liabilities at fair value on a recu |
Acquisition and Disposition
Acquisition and Disposition | 12 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisition and Disposition | Acquisition and Disposition Acquisition of Hakkasan In connection with Tao Group Hospitality’s venue expansion plans, Tao Group Sub-Holdings LLC, a subsidiary of Tao Group Hospitality and an indirect subsidiary of the Company, entered into a Transaction Agreement (the “Transaction Agreement”) on April 27, 2021 (the “Closing Date”), pursuant to which Tao Group Sub-Holdings LLC acquired the business (“Hakkasan”) of Hakkasan USA, Inc., a Delaware corporation (“Hakkasan Parent”). Hakkasan consists of a global collection of 37 hospitality venues including restaurants, bars, lounges, and nightclubs. Its brand portfolio spans four continents and over 21 major cities. Pursuant to the Transaction Agreement, Hakkasan Parent contributed its interest in Hakkasan to Tao Group Sub-Holdings LLC in exchange for approximately 18% of the common equity interests in Tao Group Sub-Holdings LLC. In addition, Hakkasan Parent and Tao Group Hospitality have provided each other with certain customary representations, warranties and indemnities that are protective in nature. After the Closing Date, Tao Group Hospitality, which owned all of the issued and outstanding common equity interests in Tao Group Sub-Holdings LLC before the Closing Date, owns approximately 82% of the common equity interests in Tao Group Sub-Holdings LLC. The ownership percentages are subject to potential post-closing adjustments for closing working capital and net debt against agreed upon targets. After the Closing Date, the Company continues to own a 77.5% controlling interest in Tao Group Hospitality, which, before any post-closing adjustments, translates to an approximately 63% indirect controlling interest in Tao Group Sub-Holdings LLC. Tao Group Hospitality’s results will continue to be consolidated in the financial results of the Company. The Company’s purchase price allocation (“PPA”) for the Hakkasan acquisition is preliminary pending finalization of a working capital adjustment and deferred taxes (see explanation below) and could be subject to further revision if additional information related to the fair value of the identifiable net assets and nonredeemable noncontrolling interests becomes available. In addition, the initial determination of approximately 18% noncontrolling interest ownership of common equity interests in Tao Group Sub-Holdings LLC is subject to customary working capital adjustments. The carrying value is recognized under the Tao Group Hospitality reporting segment, whereas the step-up to fair value is reported separately under Purchase Accounting Adjustments as distinguished within Note 21. The preliminary allocation of the purchase price to the assets acquired and liabilities assumed as of April 27, 2021 is presented below: Fair Value (a) Cash and cash equivalents $ 16,737 Property and equipment, net 33,393 Right-of-use lease assets 44,818 Amortizable intangible assets, net 47,170 Other assets 12,641 Accrued expenses and other current liabilities (15,957) Operating lease liabilities (52,025) Other liabilities (13,655) Total identifiable net assets acquired 73,122 Goodwill (a) 3,378 Redeemable noncontrolling interests (b) $ (76,500) _________________ (a) Primarily represents expected synergies from combining operations of Hakkasan and Tao Group Hospitality, and is not deductible for income tax purposes. (b) Hakkasan Parent has the right to put its equity interest in Tao Group Sub-Holdings LLC to Tao Group Hospitality for fair market value (subject to a floor value determined based upon a multiple of trailing EBITDA) beginning in 2026 and each second year thereafter by providing notice during a 30 day window starting June 1, 2025 (and each second June 1 thereafter). Consideration paid upon exercise of the put right shall be, at the option of Tao Group Hospitality, in cash, debt, or stock of the Company or its successor, subject to certain limitations. Additionally, Tao Group Hospitality may elect to satisfy this put obligation through a sale of Tao Group Sub-Holdings or a going public transaction with respect to Tao Group Sub-Holdings. Amortizable intangible assets, goodwill, inventory, property and equipment, and redeemable noncontrolling interests that arose from this acquisition were classified within Level III of the fair value hierarchy as they were valued using unobservable inputs, reflecting the Company’s best estimate of what hypothetical market participants would use to determine the value of acquired assets at the reporting date based on the best information available in the circumstances. The amounts of revenues and net income (primarily excluding the impact of various amortization of purchase price accounting adjustments of $1,070) attributable to Hakkasan since the acquisition date included in the Tao Group Hospitality segment within the Company’s consolidated statements of operations for Fiscal Year 2021 were $27,604 and $2,896, respectively. Pro forma result of operations have not been presented because the effect of the acquisition was not material to the Company’s consolidated statement of operations for Fiscal Year 2021, due to significant business disruptions resulting from the COVID-19 pandemic prior to the acquisition date. For the year ended June 30, 2021, the Company’s Tao Group Hospitality segment recognized $3,686 of acquisition-related expenses in connection with the Hakkasan acquisition within selling, general and administrative expenses in the accompanying consolidated statements of operations. The deferred taxes calculated relied on estimates of tax basis that would be allocable to the Company and reflect management’s best estimates and assumptions as of the reporting date and are considered preliminary pending finalization. Tao Group Hospitality Additional Interest Acquisition in Fiscal Year 2020 The Tao Group Hospitality purchase agreement entered into January 2017 contains a put option to require the Company to purchase the other owners’ equity interests under certain circumstances. The noncontrolling interest combined with the put option is classified as redeemable noncontrolling interest in the consolidated balance sheet, separate from equity. The relevant amounts attributable to investors other than the Company are reflected under “Redeemable noncontrolling interests,” “Net income (loss) attributable to redeemable noncontrolling interests” and “Comprehensive income (loss) attributable to redeemable noncontrolling interests” on the accompanying consolidated balance sheets, consolidated and combined statements of operations and consolidated and combined statements of comprehensive income (loss), respectively. The put option can be settled, at the Company’s option, in cash, debt or shares of the Company’s Class A Common Stock. The ultimate amount paid upon the exercise of the put option will likely be different from the estimated fair value, given the calculation required pursuant to the Tao Group Hospitality operating agreement. On January 22, 2020, the Company acquired an additional 15% of common equity interest in Tao Group Hospitality from its noncontrolling interest holders through a pre-Entertainment Distribution issuance of 102 shares of MSG Sports Class A common stock. Following this acquisition, the Company now owns approximately 78% of common equity interest in Tao Group Hospitality. In connection with the acquisition of the additional 15% of common equity interest in Tao Group Hospitality, the Company recorded a decrease of $37,715 in the carrying value of the redeemable noncontrolling interests and an offset of the same amount in the MSG Sports Corp. Investment in the accompanying consolidated and combined statements of equity and redeemable noncontrolling interests. In connection with the Entertainment Distribution, the Company entered into amended employment agreements with two noncontrolling interest holders in the fourth quarter of Fiscal Year 2020, which provided the noncontrolling interest holders put rights exercisable that require the Company to purchase the remaining equity interest. Upon the exercise of the put options by the noncontrolling interest holders, the price to be paid for the redeemable noncontrolling interest is the then-current fair market value of the redeemable noncontrolling interest, subject to a minimum price (“floor”). See accompanying consolidated and combined statement of equity and redeemable controlling interest for various adjustments associated with the adjustment to redemption or fair value as well as the accretion of put options recorded in Fiscal year 2021 and Fiscal Year 2020. As discussed in Note 2, the Company elected to treat the adjustment to the non fair value redemption floor as an adjustment to the control number (numerator) of the EPS computation. See Note 6 for the adjustment of redeemable noncontrolling interest to redemption value in the computation of earnings per share. Disposition of The Forum in Fiscal Year 2020 On March 24, 2020, the Company entered into a Membership Interest Purchase Agreement (the “MIPA”) pursuant to which the Company agreed to sell the Forum in Inglewood, CA and settle related litigation for cash consideration in the amount of $400,000, subject to regulatory and other customary closing conditions. The transaction subsequently closed on May 1, 2020, resulting in a total gain on sale of $240,783, net of transaction costs of $50,806 during the year ended June 30, 2020 of which $140,495 was attributable to the settlement of the related litigation. The transaction cost included a fee of $48,742 to The Azoff Company Holdings (“Azoff Music”), in connection with an agreement made by the Former Parent when the remaining 50% interest of Azoff Music was sold on December 5, 2018. The Forum meets the definition of a business under SEC Regulation S-X Rule 11-01(d)-1 and FASB ASC Topic 805 — Business Combinations . This disposition does not represent a strategic shift with a major effect on the Company’s operations, and as such, has not been reflected as a discontinued operation under FASB ASC Subtopic 205-20 — Discontinued Operations. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Contracts with Customers For the years ended June 30, 2021, 2020 and 2019, all revenue recognized in the consolidated and combined statements of operations is considered to be revenue from contracts with customers in accordance with ASC Topic 606 except for $24,325 of revenues from (i) Arena License Agreements, (ii) leases, and (iii) subleases, which are accounted for in accordance with ASC Topic 842 for Fiscal Year 2021. In Fiscal Year 2021, the Company did not have any material provision for credit losses on receivables or contract assets arising from contracts with customers. The allowance for credit losses associated with contracts with customers was $5,577 and $9,135 as of June 30, 2021 and 2020, respectively. The net decrease in allowance for credit losses in Fiscal Year 2021 was due to a net accounts receivable write off of $4,026, partially offset by an increase in provisions for credit losses of $468. 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. In connection with the Entertainment Distribution, the Company entered into Arena License Agreements with MSG Sports that require the Knicks and the Rangers to play their home games at The Garden. These agreements also provide for the provision of certain services by the Company to MSG Sports in connection with MSG Sports events that are held at The Garden and include revenue-sharing provisions for certain agreements entered into by the Company and MSG Sports. The Arena License Agreements contain both lease and non-lease components. The revenue to be recognized with respect to the lease components of the Arena License Agreements is accounted for as operating lease revenue in accordance with ASC 842 - Leases. The non-lease components are accounted for in accordance with ASC Topic 606 as further discussed below. Arrangements with Multiple Performance Obligations The Company enters into arrangements with multiple performance obligations, such as multi-year sponsorship agreements which may derive revenues for both the Company as well as MSG Sports within a single arrangement. The Company also derives revenue from similar types of arrangements which are entered into by 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 The Garden and the Company’s other venues, digital advertising, 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. Revenue for the Company’s suite license arrangements is recorded on a gross basis, as the Company is the principal in such transactions and controls the related goods or services before transfer to the customer. MSG Sports is entitled to a share of the Company’s suite license revenue pursuant to the terms of the Arena License Agreements, which is recognized in the consolidated and combined statements of operations as a component of direct operating expenses. For sponsorship agreements entered into by the Company or by MSG Sports that contain performance obligations satisfied solely by the Company, revenue is generally recorded on a gross basis as the Company is the principal with respect to such performance obligations and controls the related goods or services before transfer to the customer. In accordance with the Arena License Agreements, MSG Sports is entitled to a share of the revenue generated from certain signage performance obligations where the Company is the principal. The Company records this signage revenue on a gross basis and MSG Sports’ share of such revenue as a component of direct operating expenses within the combined statement of operations. For Fiscal Years 2021, 2020 and 2019, the Company recorded revenue-sharing expense of $1,025, $110,002, and $145,723, respectively, for MSG Sports’ share of the Company’s revenues from (i) suite license, (ii) certain signage and sponsorship, and (iii) food and beverage based upon the provisions of the underlying contractual arrangements for the period subsequent to the Entertainment Distribution, and on the basis of direct usage when specifically identified or allocated proportionally for all prior periods. In connection with the Entertainment Distribution, the Company entered into advertising sales representation agreements with certain subsidiaries of MSG Sports. Pursuant to these agreements, the Company has the exclusive right and obligation to sell sponsorship assets on behalf of the respective subsidiaries of MSG Sports. The Company is entitled to both fixed and variable commissions under the terms of these agreements. The Company recognizes the fixed component ratably over the term of the arrangement which corresponds with the Company’s satisfaction of its service-based performance obligations. Variable commissions are earned and recognized as the related sponsorship performance obligations are satisfied by MSG Sports. The Company is not the principal in such arrangements as it does not control the related goods or services prior to transfer to the customer. Since the Company acts as an agent under these arrangements, the Company recognizes the advertising commission revenue on a net basis. The Company is also party to an advertising sales representation agreement with MSG Networks. Pursuant to the agreement, the Company has the exclusive right and obligation to sell advertising on behalf of MSG Networks. The Company is entitled to and earns commission revenue as the advertisements are aired on MSG Networks. Since the Company acts as an agent, the Company recognizes the advertising commission revenue on a net basis. In connection with the Merger with MSG Networks, these revenues will be eliminated retrospectively on a consolidated basis beginning Fiscal Year 2022. The Company’s revenue recognition policies that summarize the nature, amount, timing and uncertainty associated with each of the Company’s revenue sources are discussed further in each respective segment discussion below. Entertainment Segment The Company earns event related revenues principally from the sale of tickets for events that the Company produces or promotes/co-promotes, and from venue license fees charged to third-party promoters for events held at the Company’s venues that the Company does not produce or promote/co-promote. The Company’s performance obligations with respect to event-related revenues from the sale of tickets, venue license fees from third-party promoters, sponsorships, concessions and merchandise are satisfied at the point of sale or as the related event occurs. As a result of the agreements entered into in connection with the Entertainment Distribution, the Company also earns revenue from the provision of various event-related services that are incremental to MSG Sports’ general use of The Garden. The Company’s performance obligations with respect to these event-related services are satisfied as the related event occurs. The Company’s revenues also include revenue from the license of The Garden’s suites. Suite license arrangements are generally multi-year fixed-fee arrangements that include annual fee increases. Payment terms for suite license arrangements can vary by contract, but payments are generally due in installments prior to each license year. The Company’s performance obligations under such arrangements is to provide the licensee with access to the suite when events occur at The Garden. The population of events generally includes both the Company’s events as well as MSG Sports’ events. The Company accounts for the performance obligation under these types of arrangements as a series and, as a result, the related suite license fees for all years during the license term are aggregated and revenue is recognized proportionately over the license period as the Company satisfies the related performance obligation. Progress toward satisfaction of the Company’s annual suite license performance obligations is measured as access to the suite is provided to the licensee for each event throughout the contractual term of the license. The Company also earns revenues from the sale of advertising in the form of venue signage and other forms of sponsorship, which are not related to any specific event of the Company or MSG Sports. The Company’s performance obligations with respect to this advertising are satisfied as the related benefits are delivered over the term of the respective agreements. The Company’s advertising sales representation commissions are reported within the Entertainment segment. 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 on the accompanying consolidated and combined balance sheet. Tao Group Hospitality Segment Revenues from dining, nightlife and hospitality offerings through Tao Group Hospitality are recognized when food, beverages and/or services are provided to the customer as that is the point in which the related performance obligation is satisfied. In addition, management fee revenues which are earned in accordance with specific venue management agreements are recorded over the period in which the management services are performed as that reflects the measure of progress toward satisfaction of the Company’s venue management performance obligations. Disaggregation of Revenue The following table disaggregates the Company’s revenue by major source and reportable segment based upon the timing of transfer of goods or services to the customer, in accordance with ASC Subtopic 606-10-50-5, for the years ended June 30, 2021, 2020 and 2019: Year ended June 30, 2021 Entertainment Tao Group Hospitality Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 14,062 $ 84,325 $ (1,522) $ 96,865 Sponsorship, signage and suite licenses (b) 16,308 4,736 (207) 20,837 Other (c) 27,586 11,105 (317) 38,374 Total revenues from contracts with customers $ 57,956 $ 100,166 $ (2,046) $ 156,076 Year ended June 30, 2020 Entertainment Tao Group Hospitality Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 390,691 $ 161,663 $ (507) $ 551,847 Sponsorship, signage and suite licenses (b) 176,798 1,640 (1,091) 177,347 Other (c) 17,719 16,898 (875) 33,742 Total revenues from contracts with customers $ 585,208 $ 180,201 $ (2,473) $ 762,936 Year ended June 30, 2019 Entertainment Tao Group Hospitality Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 529,737 $ 234,205 $ (852) $ 763,090 Sponsorship, signage and suite licenses (b) 243,843 1,788 (873) 244,758 Other (c) 23,478 17,658 (75) 41,061 Total revenues from contracts with customers $ 797,058 $ 253,651 $ (1,800) $ 1,048,909 _________________ (a) Consists of (i) ticket sales and other ticket-related revenues, (ii) Tao Group Hospitality’s entertainment dining and nightlife offerings, (iii) venue license fees from third-party promoters, and (iv) food, beverage and merchandise sales. Event-related revenues and entertainment, dining and nightlife offerings are recognized at a point in time. As such, these revenues have been included in the same category in the table above. (b) See sections “— Contracts with Customers — Arrangements with Multiple Performance Obligations”, “— Contracts with Customers — Principal versus Agent Revenue Recognition” and “— Contracts with Customers — Entertainment Segment” for further details on the pattern of recognition of sponsorship, signage and suite license revenues. (c) Primarily consists of (i) revenues from sponsorship sales and representation agreements with MSG Sports, (ii) advertising commission revenue from MSG Networks, and (ii) Tao Group Hospitality’s managed venue revenues. In addition to the disaggregation of the Company’s revenue by major source based upon the timing of transfer of goods or services to the customer disclosed above, the following table disaggregates the Company’s combined revenues by type of goods or services in accordance with the required entity-wide disclosure requirements of FASB ASC Subtopic 280-10-50-38 to 40 and the disaggregation of revenue required disclosures in accordance with ASC Subtopic 606-10-50-5 for the years ended June 30, 2021, 2020 and 2019. Year ended June 30, 2021 Entertainment (d) Tao Group Hospitality Eliminations Total (d) Ticketing and venue license fee revenues (a) $ 8,311 $ — $ — $ 8,311 Sponsorship and signage, suite, and advertising commission revenues (b) 43,723 — (207) 43,516 Revenues from entertainment dining and nightlife offerings (c) — 100,166 (1,839) 98,327 Food, beverage and merchandise revenues 3,078 — — 3,078 Other 2,844 — — 2,844 Total revenues from contracts with customers $ 57,956 $ 100,166 $ (2,046) $ 156,076 Year ended June 30, 2020 Entertainment Tao Group Hospitality Eliminations Total Ticketing and venue license fee revenues (a) $ 310,971 $ — $ — $ 310,971 Sponsorship and signage, suite, and advertising commission revenues (b) 200,092 — (1,091) 199,001 Revenues from entertainment dining and nightlife offerings (c) — 180,201 (1,382) 178,819 Food, beverage and merchandise revenues 62,341 — — 62,341 Other 11,804 — — 11,804 Total revenues from contracts with customers $ 585,208 $ 180,201 $ (2,473) $ 762,936 Year ended June 30, 2019 Entertainment Tao Group Hospitality Eliminations Total Ticketing and venue license fee revenues (a) $ 420,285 $ — $ — $ 420,285 Sponsorship and signage, suite, and advertising commission revenues (b) 266,204 — (873) 265,331 Revenues from entertainment dining and nightlife offerings (c) — 253,651 (927) 252,724 Food, beverage and merchandise revenues 83,307 — — 83,307 Other 27,262 — — 27,262 Total revenues from contracts with customers $ 797,058 $ 253,651 $ (1,800) $ 1,048,909 _________________ (a) Amounts include ticket sales, including other ticket-related revenue, and venue license fees from the Company’s events such as (i) concerts, (ii) the presentation of the Christmas Spectacular, and (iii) other live entertainment and sporting events. (b) Beginning in Fiscal Year 2021, Sponsorship and signage, suite, and advertising commission revenues include revenues from sponsorship sales and representation agreements with MSG Sports. (c) Primarily consist of revenues from (i) entertainment dining and nightlife offerings and (ii) venue management agreements. (d) In addition to the various types of revenues disclosed above, total revenues of $180,401 in Fiscal Year 2021 include $24,325 of lease-related revenues recognized under ASC 842 within the Entertainment segment. See “— Lessor Arrangements” under Note 10 for further details. Contract Balances The timing of revenue recognition, billings and cash collections results in billed receivables, contract assets and contract liabilities on the consolidated balance sheet. For Fiscal Year 2021, the Company did not have any material impairment losses on contract assets arising from contracts with customers. The following table provides information about the opening and closing contract balances from the Company’s contracts with customers as of June 30, 2021, 2020 and 2019. June 30, 2021 2020 2019 Receivables from contracts with customers, net (a) $ 86,454 $ 59,828 $ 81,170 Contract assets, current (b) 7,052 3,850 6,873 Deferred revenue, including non-current portion (c) 210,037 193,112 197,047 _________________ (a) Receivables from contracts with customers, which are reported in Accounts receivable, net and Net related party receivables in the Company’s consolidated balance sheets, represent the Company’s unconditional rights to consideration under its contracts with customers. As of June 30, 2021, 2020 and 2019. the Company’s receivables from contracts with customers above included $4,848, $2,644 and $126, respectively, related to various related parties. See Note 20 for further details on these related party arrangements. (b) Contract assets, which are reported as 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 the customer, for which the Company does not have an unconditional right to bill as of the reporting date. Contract assets are transferred to accounts receivable once the Company’s right to consideration becomes unconditional. (c) Deferred revenue primarily relates to the Company’s receipt of consideration from a customer in advance of the Company’s transfer of goods or services to that customer. Deferred revenue is reduced and the related revenue is recognized once the underlying goods or services are transferred to the customer. Revenue recognized for the year ended June 30, 2021 and relating to the deferred revenue balance as of June 30, 2020 was $11,204. 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, 2021. This primarily relates to performance obligations under sponsorship and suite license agreements that have original expected durations longer than one year and the considerations are 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. Fiscal year ending June 30, 2022 $ 101,393 Fiscal year ending June 30, 2023 96,749 Fiscal year ending June 30, 2024 77,948 Fiscal year ending June 30, 2025 55,945 Fiscal year ending June 30, 2026 43,180 Thereafter 57,245 $ 432,460 |
Restructuring and Related Activ
Restructuring and Related Activities | 12 Months Ended |
Jun. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure | Restructuring Charges The Company’s operations have been disrupted since March 2020 due to the COVID-19 pandemic. As a direct response to this disruption, on August 4, 2020, the Company implemented cost savings initiatives in order to streamline operations and preserve liquidity. These measures included a reduction in full-time workforce of approximately 350 employees in August and 10 employees in November for a total expense of $21,299 for the year ended June 30, 2021 primarily related to termination benefits provided to employees in the Entertainment reportable segment. These expenses are reported under the caption Restructuring charges in the accompanying consolidated and combined statements of operations. The Company’s restructuring accrual activity through June 30, 2021 is as follows: June 30, 2020 $ — Restructuring charges 21,299 Payments (21,118) June 30, 2021 $ 181 |
Computation of Earnings (Loss)
Computation of Earnings (Loss) per Common Share | 12 Months Ended |
Jun. 30, 2021 | |
Computation of Earnings (Loss) per Common Share [Abstract] | |
Computation of Earnings (Loss) per Common Share | Computation of Earnings (Loss) per Common Share On the Entertainment Distribution Date, 23,992 shares of the Company’s Class A Common Stock were distributed to MSG Sports stockholders as of the Record Date and were outstanding as of April 17, 2020. This share amount was being utilized for the calculation of basic earnings (loss) per share for the periods prior to the Entertainment Distribution because the Company was a wholly-owned subsidiary of MSG Sports prior to the Entertainment Distribution Date. In addition, the computation of diluted earnings per share equals the basic earnings (loss) per common share calculation since there was no stock trading information available to compute dilutive effect of shares issuable under share-based compensation plans needed under the treasury method in accordance with ASC Topic 260, Earnings Per Share . The following table presents a reconciliation of weighted-average shares used in the calculations of basic and diluted earnings (loss) per common share attributable to the Company’s stockholders. Years Ended June 30, 2021 2020 2019 Net income (loss) available to Madison Square Garden Entertainment Corp.’s stockholders (numerator): Net income (loss) attributable to Madison Square Garden Entertainment Corp.’s stockholders per statement of operations $ (412,082) $ 17,234 $ (17,894) Adjustment of redeemable noncontrolling interest to redemption value (8,728) — — Net income (loss) attributable to Madison Square Garden Entertainment Corp.’s stockholders for EPS: $ (420,810) $ 17,234 $ (17,894) Weighted-average shares (denominator): Weighted-average shares for basic EPS (a) 24,205 23,998 23,992 Dilutive effect of shares issuable under share-based compensation plans (a) — 19 — Weighted-average shares for diluted EPS (a) 24,205 24,017 23,992 Weighted-average anti-dilutive shares (b) — 522 — EPS: Basic earnings (loss) per common share attributable to Madison Square Garden Entertainment Corp.’s stockholders $ (17.39) $ 0.72 $ (0.75) Diluted earnings (loss) per common share attributable to Madison Square Garden Entertainment Corp.’s stockholders $ (17.39) $ 0.72 $ (0.75) _________________ (a) See the Consolidated and Combined Statements of Operations for how the weighted-average shares were derived for Fiscal Year 2019 prior to the Entertainment Distribution in Fiscal Year 2020. In addition, weighted-average anti-dilutive shares information for Fiscal Year 2019 was not provided since there was no stock price information and the Company did not have stand-alone restricted stock units and stock options available to compute during that period until the Entertainment Distribution occurred on April 17, 2020. (b) For Fiscal Year 2021, all restricted stock units and stock options were excluded from the above table because the Company reported a net loss for the periods presented and, therefore, their impact on reported loss per share would have been antidilutive. See Note 16 for further detail. |
Cash, Cash Equivalent and Restr
Cash, Cash Equivalent and Restricted Cash | 12 Months Ended |
Jun. 30, 2021 | |
Cash, Cash Equivalents and Restricted Cash [Abstract] | |
Cash, Cash Equivalent and Restricted Cash | Cash, Cash Equivalent and Restricted Cash The following table provides a summary of the amounts recorded as cash, cash equivalents and restricted cash. As of June 30, June 30, June 30, June 30, Captions on the consolidated and combined balance sheets: Cash and cash equivalents $ 1,168,760 $ 906,555 $ 1,082,055 $ 1,225,645 Restricted cash 22,984 17,749 10,010 6,711 Cash, cash equivalents and restricted cash on the consolidated and combined statements of cash flows $ 1,191,744 $ 924,304 $ 1,092,065 $ 1,232,356 |
Investments and Loans to Noncon
Investments and Loans to Nonconsolidated Affiliates | 12 Months Ended |
Jun. 30, 2021 | |
Investments in and Advances to Affiliates [Abstract] | |
Investments and Loans to Nonconsolidated Affiliates | Investments in Nonconsolidated Affiliates The Company’s investments in nonconsolidated affiliates which are accounted for under the equity method of accounting and equity investments without readily determinable fair values in accordance with ASC Topic 323, Investments - Equity Method and Joint Ventures and ASC Topic 321, Investments - Equity Securities , respectively, consisted of the following: Ownership Percentage Investment June 30, 2021 Equity method investments: SACO Technologies Inc. (“SACO”) 30% $ 36,265 Others 6,204 Equity investments without readily determinable fair values (a) 3,500 Total investments in nonconsolidated affiliates $ 45,969 June 30, 2020 Equity method investments: SACO 30% $ 40,461 Others 8,661 Equity investments without readily determinable fair values (a) (b) (c) 3,500 Total investments in nonconsolidated affiliates $ 52,622 _________________ (a) In accordance with the ASC Topic 321, Investments - Equity Securities, the Company applies the measurement alternative to its equity investments without readily determinable fair values. Under the measurement alternative, equity securities without readily determinable fair values are accounted for at cost, adjusted for impairment and changes resulting from observable price fluctuations in orderly transactions for the identical or a similar investment of the same issuer. For Fiscal Year 2021, the Company did not have impairment charges or change in carrying value recorded to its equity securities without readily determinable fair values. For Fiscal Year 2020, the Company recorded an impairment charge of $533. For Fiscal Year 2019, the Company recorded a $3,738 increase in carrying value from observable price fluctuations and an impairment charge of $398. (b) As of June 30, 2019, the Company’s equity investment in equity without readily determinable fair value included a $9,834 investment in DraftKings Inc. (“DraftKings”). DraftKings became a publicly traded company in April 2020. Accordingly, the Company began accounting for its investment in DraftKings as an equity investment with a readily determinable fair value in accordance the ASC Topic 321, Investments - Equity Securities. See section “Equity Investment with Readily Determinable Fair Values” below for further discussion. (c) The following tables summarize the changes in the Company’s equity investments without readily determinable fair values for which the Company has used Level III inputs to determine fair value and a reconciliation to the opening and closing balances as of June 30, 2021, and 2020: June 30, 2021 2020 Balance, beginning of period $ 3,500 $ 13,867 Transfer out of Level III to Level I for investment in DraftKings — (9,834) Impairment charge — (533) Balance, end of period $ 3,500 $ 3,500 Equity Method Investments The Company determined that it has the ability to exert significant influence over the investee and therefore accounts for these investments under the equity method of accounting in accordance with ASC Topic 323. For investments in limited liability companies in which the Company has an ownership interests that exceeds 3% to 5%, the Company also accounts for such investments under the equity method of accounting. SACO In July 2018, 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 approximately $47,244. The Company is utilizing SACO as a preferred display technology provider for MSG Sphere 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. In addition, the Company also has other investments in various entertainment, hospitality companies and related technology companies, accounted for under the equity method. Equity Investment with Readily Determinable Fair Value As of June 30, 2021 , the Company holds investments of (i) 583 shares of the Class A common stock of Townsquare Media, Inc. (“Townsquare”), (ii) 2,625 shares of the Class C common stock of Townsquare, and (iii) 869 shares of Class A common stock of DraftKings. Townsquare is a community-focused digital media, digital marketing solutions and radio company that has its Class A common stock listed on the New York Stock Exchange (“NYSE”) under the symbol “TSQ”. DraftKings is a digital sports entertainment and gaming company that is listed on the NASDAQ Stock Market (“NASDAQ”) under the symbol “DKNG”. The fair value of the Company’s investments in Class A common stock of Townsquare and Class A common stock of DraftKings are determined based on quoted market prices in active markets on the NYSE and NASDAQ, respectively, which are classified within Level I of the fair value hierarchy. As a holder of Class C common stock of Townsquare, the Company is entitled to convert at any time all or any part of the Company’s shares into an equal number of shares of Class A common stock of Townsquare, subject to restrictions set forth in Townsquare’s certificate of incorporation. The cost basis and the carrying fair value of these investments, which are reported under Other assets in the accompanying consolidated balance sheets as of June 30, 2021 and 2020, are as follows: Balance as of June 30, 2021 Equity Investment with Readily Determinable Fair Values Units / Shares Held Cost Basis Carrying value Townsquare Class A common stock 583 $ 4,221 $ 7,435 Townsquare Class C common stock 2,625 19,001 33,469 DraftKings, common stock 869 6,036 45,360 Total $ 29,258 $ 86,264 Balance as of June 30, 2020 Equity Investment with Readily Determinable Fair Value Units / Shares Held Cost Basis Carrying value Townsquare Class A common stock 3,208 $ 23,222 $ 14,340 DraftKings, common stock 1,280 8,798 42,589 DraftKings, warrant 9 22 132 Total $ 32,042 $ 57,061 The following table summarizes the realized and unrealized gains (loss) on equity investments with readily determinable fair value for the years ended June 30, 2021, 2020 and 2019: June 30, 2021 2020 2019 Unrealized gain (loss) — Townsquare $ 26,563 $ (2,920) $ (3,497) Unrealized gain — DraftKings 26,942 34,197 — Realized gain (loss) — DraftKings (2,327) 6,351 — $ 51,178 $ 37,628 $ (3,497) Supplemental information on realized gain (loss): Shares of common stock sold — DraftKings 420 197 — Cash proceeds from common stock sold — DraftKings $ 22,079 $ 7,659 $ — The realized and unrealized gains and losses on investments discussed above are reported under Miscellaneous income (expense), net in the accompanying consolidated and combined statement of operations. See Note 21. Segment Information for addition information. Unconsolidated Significant Subsidiaries Based on the amended Rule 1-02(w) of Regulation S-X that the Company early adopted, the Company had no equity investments, individually or in the aggregate, that exceeded 10% in any of the three tests. As such, the Company is not required to provide the summarized balance sheet information for the most recent two fiscal years and the summarized income statement information for the most recent three years for the Company’s equity method investees. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment As of June 30, 2021 and 2020, property and equipment consisted of the following assets: June 30, 2021 2020 Estimated Useful Lives Land $ 150,750 $ 141,638 Buildings 996,295 993,206 Up to 40 years Equipment 378,086 345,314 1 year to 20 years Aircraft 38,090 38,090 20 years Furniture and fixtures 38,896 42,389 1 year to 7 years Leasehold improvements 196,273 170,585 Shorter of term of lease or useful life of improvement Construction in progress 1,144,882 685,382 2,943,272 2,416,604 Less accumulated depreciation and amortization (843,925) (770,489) $ 2,099,347 $ 1,646,115 The increase in Construction in progress is primarily associated with the development and construction of MSG Sphere in Las Vegas and, to a lesser extent, MSG Sphere in London. The increases in other categories of property and equipment were primarily due to the Tao Group Hospitality’s acquisition of Hakkasan in April 2021, which included leasehold improvement of $26,296, equipment (including computers and software) of $4,701 and furniture and fixtures of $2,396. The property and equipment balances above include $106,574 and $78,618 of capital expenditure accruals as of June 30, 2021 and 2020, respectively, which are reflected in “Other accrued liabilities” in the accompanying consolidated balance sheets. |
Leases
Leases | 12 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company’s leases primarily consist of certain live-performance venues, entertainment dining and nightlife venues, corporate office space, storage and, to a lesser extent, office and other equipment. The Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the lease term is assessed based on the date when the underlying asset is made available by the lessor for the Company’s use. The Company’s assessment of the lease term reflects the non-cancellable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain not to exercise, as well as periods covered by renewal options which the Company is reasonably certain to exercise. The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated and combined 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 sheet at lease commencement reflecting the present value of the fixed minimum payment obligations over the lease term. A corresponding ROU asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. The Company includes fixed payment obligations related to non-lease components in the measurement of ROU assets and lease liabilities, as the Company has elected to account for lease and non-lease components together as a single lease component. ROU assets associated with finance leases are presented separate from ROU assets associated with operating leases and are included within Property and equipment, net on the Company’s combined balance sheet. For purposes of measuring the present value of the Company’s fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in the underlying leasing arrangements are typically not readily determinable. The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment surrounding the associated lease. For operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term. For finance leases, the initial ROU asset is depreciated on a straight-line basis over the lease term, along with recognition of interest expense associated with accretion of the lease liability, which is ultimately reduced by the related fixed payments. For leases with a term of 12 months or less (“short-term leases”), any fixed lease payments are recognized on a straight-line basis over the lease term and are not recognized on the consolidated balance 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. In addition, the Company excluded its ground lease with Las Vegas Sands Corp. (“Sands”) associated with MSG Sphere in Las Vegas from the ROU asset and lease liability balance recorded on the consolidated balance sheets as the ground lease will have no fixed rent. Under the ground lease agreement, Sands will receive priority access to purchase tickets to events at the venue for inclusion in hotel packages or other uses, as well as certain rent-free use of the venue to support its Sands Expo Convention Center business. However, if certain return objectives are achieved, Sands will receive 25% of the after-tax cash flow in excess of such objectives. The ground lease is for a term of 50 years, commencing upon substantial completion of the MSG Sphere. As of June 30, 2021, the Company’s existing operating leases, which are recorded on the accompanying financial statements, have remaining lease terms ranging from 0.75 years to 19.5 years. In certain instances, leases include options to renew, with varying option terms in each case. The exercise of lease renewal options is generally at the Company’s discretion and is considered in the Company’s assessment of the respective lease term. The Company’s lease agreements do not contain material residual value guarantees or material restrictive covenants. The following table summarizes the ROU assets and lease liabilities recorded on the Company’s consolidated balance sheets as of June 30, 2021 and 2020: Line Item in the Company’s Consolidated Balance Sheet June 30, 2021 June 30, 2020 Right-of-use assets: Operating leases Right-of-use lease assets $ 268,568 $ 220,328 Lease liabilities: Operating leases, current Operating lease liabilities, current $ 68,544 $ 53,388 Operating leases, noncurrent Operating lease liabilities, noncurrent 224,729 174,219 Total lease liabilities $ 293,273 $ 227,607 The following table summarizes the activity recorded within the Company’s consolidated and combined statements of operations for the years ended June 30, 2021 and 2020: Line Item in the Company’s Consolidated and Combined Statement of Operations Years Ended June 30, 2021 2020 Operating lease cost Direct operating expenses $ 31,074 $ 32,348 Operating lease cost Selling, general and administrative expenses 20,898 19,525 Short-term lease cost Direct operating expenses — 348 Variable lease cost Direct operating expenses 1,810 4,008 Variable lease cost Selling, general and administrative expenses 57 61 Total lease cost $ 53,839 $ 56,290 Supplemental Information For Fiscal Year 2021 and Fiscal Year 2020, cash paid for lease arrangements totaled $49,312 and $54,980, respectively. For Fiscal Year 2021, the Company recorded new operating lease liabilities of $47,790 arising from obtaining right-of-use lease assets for six locations primarily associated with venues of Tao Group Hospitality. Additionally, in connection with the Hakkasan acquisition on April 27, 2021, the Company acquired operating lease liabilities of $52,025 related to 17 locations. For Fiscal Year 2020, the Company obtained $16,765 of ROU assets in exchange for operating lease liabilities related to three leases. During Fiscal Year 2020, a net non-cash impairment charge of $5,646 was recorded for the right-of-use lease assets, net of related lease liabilities, associated with two Tao Group Hospitality venues that the Company decided to close and was therefore, released from the obligation to make future payments under the respective lease agreements. See Note 1 for further details. In addition, in connection with COVID-19 related shutdown of its venues, Tao Group Hospitality has negotiated, and continues to negotiate, rent concessions with landlords for certain of its leased venues. The Company has elected to apply the temporary practical expedient to account for such rent abatement concessions as if they were contemplated as part of the existing venue lease contracts. Accordingly, the Company accounted for such concessions as negative variable lease cost in the amount of the rent abatement concessions received during the fourth quarter of Fiscal Year 2020. The weighted average remaining lease term for operating leases recorded on the accompanying consolidated balance sheet as of June 30, 2021 was 7.3 years. The weighted average discount rate was 8.04% as of June 30, 2021 and represented the Company’s estimated incremental borrowing rate, assuming a secured borrowing, based on the remaining lease term at the time of either (i) adoption of the standard or (ii) the period in which the lease term expectation was modified. Maturities of operating lease liabilities as of June 30, 2021 are as follows: Fiscal year ending June 30, 2022 $ 71,346 Fiscal year ending June 30, 2023 72,248 Fiscal year ending June 30, 2024 52,311 Fiscal year ending June 30, 2025 33,751 Fiscal year ending June 30, 2026 30,248 Thereafter 150,473 Total lease payments 410,377 Less imputed interest 117,104 Total lease liabilities (a) $ 293,273 ________________ (a) Operating lease payments exclude minimum lease payments related to a location associated with the entertainment dining and nightlife offerings as the Company has not yet taken possession of the space. Lessor Arrangements In connection with the Entertainment Distribution, the Company entered into Arena License Agreements with MSG Sports that, among other things, require the Knicks and the Rangers to play their home games at The Garden in exchange for fixed monthly license fees over the term of the agreements. The Company accounts for these license fees as operating lease revenue given that the Company provides MSG Sports with the right to direct the use of and obtain substantially all of the economic benefit from The Garden during Knicks and Rangers home games. Operating lease revenue is recognized on a straight-line basis over the lease term. In the case of the Arena License Agreements, the lease terms relate to non-consecutive periods of use when MSG Sports uses The Garden for their home games, and operating lease revenue is therefore recognized ratably as events occur. The Arena License Agreements provide that license fees are not required to be paid by MSG Sports during periods when The Garden is unavailable for use due to a force majeure event. As a result of government-mandated suspension of events at The Garden due to the impact of the COVID-19 pandemic, at the beginning of Fiscal Year 2021, The Garden was not available for use by MSG Sports. Starting December 2020, The Garden reopened for games of the Knicks and the Rangers but initially fans were not permitted to attend due to governmental restrictions. The restrictions were partially lifted during February 2021 with limited fans permitted to attend (10% capacity). Through June 30, 2021, the Knicks and Rangers played a total of 69 home games at The Garden and the Company recorded $21,345 of revenues under the Arena License Agreements for Fiscal Year 2021. In addition, the Company recorded related party sublease revenue for office space of $2,552 and third-party lease revenues of $428 for Fiscal Year 2021, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill And Intangible Assets | Goodwill and Intangible Assets The carrying amounts and activity of goodwill from June 30, 2019 through June 30, 2021 are as follows: Entertainment Tao Group Hospitality Total Balance as of June 30, 2019 $ 76,975 $ 88,583 $ 165,558 Allocation to the assets held for sale, subsequently sold (a) (2,666) — (2,666) Goodwill impairment (b) — (88,583) (88,583) Balance as of June 30, 2020 $ 74,309 $ — $ 74,309 Acquisition of Hakkasan (c) — 3,378 3,378 Balance as of June 30, 2021 $ 74,309 $ 3,378 $ 77,687 ________________ (a) In connection with the execution of the MIPA on March 24, 2020, pursuant to which the Company agreed to sell the Forum in Inglewood (see Note 3), the Company allocated $2,666 of goodwill associated with the Forum to assets held for sale in accordance with FASB ASC Topic 350, Intangibles - Goodwill and Other, ASC Subtopics 350-20-40-1 to 350-20-40-7. The allocation of goodwill to the Forum was based on the fair value of the Forum compared to the fair value of the Company’s reporting unit. The fair value of the Company’s reporting unit and the Forum were based on unobservable inputs classified within Level III of the fair value hierarchy, primarily from utilizing the discounted cash flow model, which is an income-based approach. Subsequent to this reclassification, the transaction closed on May 1, 2020. (b) During the first quarter of Fiscal Year 2020, the Company performed its annual impairment test of goodwill and determined that there were no impairments of goodwill identified for any of its reporting units as of the impairment test date. During the third quarter of Fiscal Year 2020, the Company’s operating results were, and continue to be, materially impacted by the COVID-19 pandemic (see Note 1 — Contracts with Customers Impact of the COVID-19 Pandemic). While the Company concluded that the effects of the COVID-19 pandemic would not more likely than not reduce the fair value of its Entertainment reporting unit below its carrying amount, the Company concluded that a triggering event had occurred for its Tao Group Hospitality reporting unit as of March 31, 2020 and performed an interim impairment test. For the interim impairment test, the Company estimated the fair value of the Tao Group Hospitality reporting unit based on a discounted cash flow model (income approach). This approach relied on numerous assumptions and judgments that were subject to various risks and uncertainties. Principal assumptions utilized, all of which are considered Level III inputs under the fair value hierarchy, include the Company’s estimates of future revenue and terminal growth rates, margin assumptions and the discount rate applied to estimate future cash flows. In the fourth quarter of Fiscal Year 2020, the Company completed an evaluation of the subsequent activity. As a result, the Company recorded a non-cash goodwill impairment charge of $88,583 during Fiscal Year 2020. During the first quarter of Fiscal Year 2021, the Company performed its annual impairment test of goodwill and determined that there were no impairments of goodwill identified for any of its reporting units as of the impairment test date (c) The TAO Group’s purchase price allocation for the Hakkasan acquisition is preliminary and could be subject to further revision as additional information related to the fair value of the identifiable net assets and redeemable noncontrolling interests becomes available during the measurement period that concludes in April 2022. Goodwill recognized in this acquisition is not deductible for income tax purposes. See Note 3 for more information on the allocation of the purchase price and goodwill recognized in connection with this acquisition. The Company’s indefinite-lived intangible assets, all of which are within the Entertainment segment, as of June 30, 2021 and 2020 are as follows: June 30, June 30, Trademarks 61,881 61,881 Photographic related rights 1,920 1,920 $ 63,801 $ 63,801 During the first quarter of Fiscal Year 2021, the Company performed its annual impairment test of indefinite-lived intangible assets and determined that there were no impairments of indefinite-lived intangibles identified as of the impairment test date. The Company’s intangible assets subject to amortization are as follows: June 30, 2021 Estimated Useful Lives Gross Accumulated Net Trade names (a) 2 years to 25 years $ 121,000 $ (25,605) $ 95,395 Venue management contracts 5.67 years to 20 years 85,700 (17,518) 68,182 Non-compete agreements 5.75 years 9,000 (6,913) 2,087 Festival rights 15 years 8,080 (2,696) 5,384 Other intangibles (c) 15 years 4,217 (3,814) 403 $ 227,997 $ (56,546) $ 171,451 June 30, 2020 Gross Accumulated Net Trade names (a) $ 97,530 $ (20,774) $ 76,756 Venue management contracts (b) 79,000 (15,590) 63,410 Non-compete agreements 9,000 (5,348) 3,652 Festival rights 8,080 (2,156) 5,924 Other intangibles (c) 4,217 (3,533) 684 $ 197,827 $ (47,401) $ 150,426 _________________ (a) The increase in trade names of $23,470 in Fiscal Year 2021, is primarily attributable to Tao Group Hospitality’s acquisition of Hakkasan. Such trade names were valued using unobservable inputs within Level III of the fair value hierarchy, utilizing the discounted cash flow models and relief-from-royalty approach with a weighted-average amortization period of approximately 17.7 years. During Fiscal Year 2020, the Company recorded a non-cash impairment charge of $3,541 associated with one venue within Tao Group Hospitality (see Note 1 “Impact of the COVID-19 Pandemic”). (b) The increase in venue management contracts of $23,700 in Fiscal Year 2021, is attributable to Tao Group Hospitality’s acquisition of Hakkasan. Such contracts were valued using unobservable inputs within Level III of the fair value hierarchy, utilizing the discounted cash flow models with a weighted-average amortization period of approximately 11.8 years. In addition, during the third quarter of Fiscal Year 2021, the Company recorded $14,280 of accelerated amortization expense for certain venue management contracts (gross cost of $17,000) as a result of Tao Group Hospitality converting certain venues to operating leases that were previously under management contracts. Amortization expense for intangible assets, excluding the amortization of favorable lease assets of $4,696 for the years ended June 30, 2019, which is reported in rent expense, was $26,145, $13,751 and $13,439 for the years ended June 30, 2021, 2020 and 2019, respectively. The Company expects its annual amortization expense for existing intangible assets subject to amortization for each fiscal year from 2022 through 2026 to be as follows: Fiscal year ending June 30, 2022 $ 14,558 Fiscal year ending June 30, 2023 13,350 Fiscal year ending June 30, 2024 12,676 Fiscal year ending June 30, 2025 12,676 Fiscal year ending June 30, 2026 12,668 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments As of June 30, 2021, commitments of the Company in the normal course of business in excess of one year are as follows: Commitments (a) (b) Debt Repayments (c) Other (d) Total (e) Fiscal year ending June 30, 2022 $ 12,750 $ 120,132 $ 132,882 Fiscal year ending June 30, 2023 17,137 118 17,255 Fiscal year ending June 30, 2024 34,000 118 34,118 Fiscal year ending June 30, 2025 6,500 57 6,557 Fiscal year ending June 30, 2026 620,750 — 620,750 Thereafter — — — $ 691,137 $ 120,425 $ 811,562 _________________ (a) The Company’s material off balance sheet arrangements primarily include (i) MSG Sphere in Las Vegas related commitments of approximately $1,025,000 for which the timing of future cash payments is uncertain and may change as development and construction progresses, (ii) $60,458 of operating lease payments for a lease in Burbank (excluding tenant allowance reimbursement of $24,000), which was not recognized on the Consolidated Balance Sheet as of June 30, 2021 since the Company has not yet taken possession of the property, (iii) $60,310 of commitments for capital expenditures, equipment purchases, and services agreements, and (iv) letters of credit of $4,226 obtained by the Company as collateral for lease agreements of the Company and Tao Group Hospitality. (b) See Note 10 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, including the Tao Group Hospitality venues and various corporate offices. These commitments are presented exclusive of the imputed interest used to reflect the payment’s present value. In addition, see Note 23 Subsequent Events for a discussion of the amendment and extension of the Radio City Music Hall lease, executed in July 2021. (c) See Note 14 for more information regarding the principal repayments required under the National Properties Term Loan Facility and the Tao Senior Secured Credit Facilities and a note with respect to a loan of $637 received by BCE from its noncontrolling interest holder that is due in April 2023. (d) Includes accrued expense of approximately $98,000 associated with the development and construction of MSG Sphere in Las Vegas, all due within Fiscal Year 2022. (e) Pension obligations have been excluded from the table above as the timing of the future cash payments is uncertain. See Note 15 for more information on the future funding requirements under our pension obligations. Under the terms of lease agreements and related guaranties, subsidiaries of the Company have certain operating requirements, with one of these subsidiaries being also required to meet a certain net worth obligation. In the event that these subsidiaries were to fail to meet the required obligations and were unable to avail themselves of the cure options, the landlord could terminate the lease. The Company and a subsidiary of the Sands entered into a ground lease in Las Vegas pursuant to which the Company has agreed to construct a large-scale venue. The ground lease is for a term of 50 years. The Company has announced plans to construct an MSG Sphere on that site. The ground lease has no fixed rent; however, if certain return objectives are achieved, Sands will receive 25% of the after-tax cash flow in excess of such objectives. Tao Group Hospitality equityholders have the right to put their equity interests in Tao Group Hospitality to a subsidiary of the Company. The purchase price is at fair market value subject, in certain cases, to a floor. Consideration paid upon exercise of such put right shall be, at the Company’s option, in cash, debt, or our Class A Common Stock, subject to certain limitations. In addition, Hakkasan USA, Inc., a minority interest holder of Tao Group Sub-Holdings LLC, a subsidiary of Tao Group Hospitality, following the Hakkasan acquisition, has the right to put its equity interest in Tao Group Sub-Holdings LLC to Tao Group Hospitality for fair market value (subject to a floor value determined based upon a multiple of trailing EBITDA) beginning in 2026 and each second year thereafter by providing notice during a 30 day window starting June 1, 2025 (and each second June 1 thereafter). Consideration paid upon exercise of the put right shall be, at the option of Tao Group Hospitality, in cash, debt, or stock of the Company or its successor, subject to certain limitations. Additionally, Tao Group Hospitality may elect to satisfy this put obligation through a sale of Tao Group Sub-Holdings LLC or a going public transaction with respect to Tao Group Hospitality. Legal Matters Fourteen complaints were filed in connection with the Merger by purported stockholders of the Company and MSG Networks. 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 in connection with the Merger. As a result of supplemental disclosures made by the Company and MSG Networks on July 1, 2021, all of these actions were voluntarily dismissed with prejudice prior to or shortly following the consummation of the Merger. On May 27, 2021, a complaint captioned Hollywood Firefighters’ Pension Fund et al. v. James Dolan, et al. , 2021-0468-KSJM, was filed in the Court of Chancery of the State of Delaware by purported stockholders of the Company against the Company, its Board of Directors (the “Board”), certain Dolan family stockholders and MSG Networks. The complaint purported to allege derivative claims on behalf of the Company and claims on behalf of a putative class of Company stockholders concerning the Merger. Plaintiffs alleged, among other things, that the Merger is a business combination with an interested stockholder that is not allowed under Section 203 of the Delaware General Corporation Law (the “ DGCL ”), that the Board members and majority stockholders violated their fiduciary duties in agreeing to the Merger, and that the disclosures relating to the Merger are misleading or incomplete. Plaintiffs sought, among other relief, declaratory and preliminary and permanent injunctive relief enjoining the stockholder vote and consummation of the Merger, and an award of damages in the event the transaction is consummated and plaintiffs’ attorneys’ fees. On June 15, 2021, plaintiffs filed a brief in support of its motion seeking a preliminary injunction enjoining the Company’s stockholder vote and consummation of the Merger, which the defendants opposed. The Court of Chancery denied the plaintiffs’ preliminary injunction motion on July 2, 2021. On June 9, 2021, a complaint captioned Timothy Leisz v. MSG Networks Inc. et al. , 2021-0504-KSJM, was filed in the Court of Chancery of the State of Delaware by a purported stockholder of MSG Networks against MSG Networks, the MSG Networks board, certain Dolan family stockholders and the Company. The complaint purports to allege claims on behalf of a putative class of MSG Networks stockholders concerning the Merger. The MSG Networks plaintiff alleged, among other things, that the Merger is a business combination with an interested stockholder that is not allowed under Section 203 of the DGCL, that the MSG Networks board members and majority stockholders violated their fiduciary duties in agreeing to the Merger, and that the disclosures relating to the merger are misleading or incomplete. Plaintiff sought, among other relief, declaratory and preliminary and permanent injunctive relief enjoining the stockholder vote and consummation of the Merger, and an award of damages in the event the transaction is consummated and plaintiff’s attorneys’ fees. On June 21, 2021, plaintiff filed a brief in support of his motion seeking a preliminary injunction enjoining the MSG Networks stockholder vote and consummation of the Merger, which defendants have opposed. The Court of Chancery denied the plaintiff’s preliminary injunction motion on July 2, 2021. On July 6, 2021, a complaint captioned Stevens et al. v. Dolan et al. , 2021-575, was filed in the Court of Chancery of the State of Delaware by purported stockholders of MSG Networks against the MSG Networks board. The complaint purports to allege claims on behalf of a putative class of MSG Networks stockholders concerning the Merger. The plaintiffs allege, among other things, that the MSG Networks board members and majority stockholders violated their fiduciary duties in agreeing to the Merger and that the disclosures relating to the merger are misleading or incomplete. Plaintiffs sought, among other relief, an order rescinding the merger and rescinding any severance paid to James Dolan in connection with the Merger, an award of damages in the event the transaction is consummated, and plaintiffs’ attorneys’ fees. On July 6, 2021, a complaint captioned The City of Boca Raton Police and Firefighters’ Retirement System v. MSG Networks Inc. , 2021-0578, was filed in the Court of Chancery of the State of Delaware by purported shareholders of MSG Networks against MSG Networks. The complaint purported to seek to enforce plaintiff’s right to inspect certain of MSG Networks’ books and records under Section 220 of the DGCL. The complaint was voluntarily dismissed on August 10, 2021. On August 11, 2021,a stockholder derivative complaint captioned City of Miramar Retirement Plan and Trust Fund for General Employees et al. v. Dolan et al., 2021-0692 was filed in the Court of Chancery of the State of Delaware by purported stockholders of the Company. The complaint purports to allege derivative claims on behalf of the Company and direct claims on behalf of a putative class of Company stockholders. Plaintiffs allege that the Board and the Company’s majority stockholders violated their fiduciary duties by failing to protect the Company’s interest in connection with the Merger. Plaintiffs seek, among other relief, an award of damages to the purported class and Company including interest, and plaintiffs’ attorneys’ fees. We are currently unable to determine a range of potential liability, if any, with respect to these Merger-related claims. Accordingly, no accrual for these matters has been made in our consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table presents the Company’s assets that are measured at fair value within Level I of the fair value hierarchy on a recurring basis using observable inputs that reflect quoted prices for identical assets in active markets. These assets include (i) cash equivalents in money market accounts, time deposits and U.S. treasury bills, (ii) short-term investments in term deposits and U.S. treasury bills, (iii) notes receivable, and (iv) equity investments with readily determinable fair value: Line Item on Consolidated Balance Sheet June 30, 2021 2020 Assets: Money market accounts (a) Cash and cash equivalents $ 362,237 $ — Time deposits (a) Cash and cash equivalents 691,521 777 U.S. treasury bills (a) Cash and cash equivalents — 699,945 Term deposits (b) Short-term investments — 37,250 U.S. treasury bills (b) Short-term investments — 299,942 Notes receivable (b) Other current assets — 6,328 Equity investments with readily determinable fair value (c) Other assets 86,264 57,061 Total assets measured at fair value $ 1,140,022 $ 1,101,303 _________________ (a) The carrying amount of the Company’s cash equivalents in money market accounts, time deposits, and U.S. treasury bills approximate fair value due to their short-term maturities. (b) As of June 30, 2020, the Company’s short-term investments consisted of investments that (i) had original maturities of greater than three months and (ii) could be converted into cash by the Company within one year. In addition, the Company’s notes receivable were invested with a banking institution as collateral for issuances of letters of credit. The Company’s notes receivable and short-term investments in term deposits were carried at cost, including interest accruals, which approximated fair value and were classified within Level I of the fair value hierarchy. (c) See Note 7 for more information on the Company’s equity investments with readily determinable fair value in Townsquare and DraftKings. In addition to the table above, the carrying value and fair value of the Company’s financial instruments reported in the accompanying consolidated balance sheets are as follows: June 30, 2021 June 30, 2020 Carrying Fair Carrying Fair Liabilities Current and non-current portion of long-term debt under National Properties Term Loan Facility (a) $ 646,750 $ 669,386 $ — $ — Current and non-current portion of long-term debt under Tao Credit Facilities (a) 43,750 43,851 33,750 32,367 _________________ |
Credit Facilities
Credit Facilities | 12 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Credit Facilities | Credit Facilities National Properties Term Loan Facility On November 12, 2020, MSG National Properties, an indirect, wholly-owned subsidiary of the Company, MSG Entertainment Group and certain subsidiaries of MSG National Properties entered into a five-year $650,000 senior secured term loan facility (the “National Properties Term Loan Facility”). The proceeds of the National Properties Term Loan Facility may be used to fund working capital needs, for general corporate purposes of MSG National Properties and its subsidiaries, and to make distributions to MSG Entertainment Group. The National Properties Term Loan Facility includes a minimum liquidity covenant, pursuant to which MSG National Properties and its restricted subsidiaries are required to maintain a specified minimum level of average daily liquidity, consisting of cash and cash equivalents and available revolving commitments, over the last month of each quarter. From the closing date until the first anniversary of the National Properties Term Loan Facility, the minimum liquidity threshold is $450,000, which is reduced each quarter by the amount of cash usage, subject to a minimum liquidity floor of $200,000. After the first anniversary, the minimum liquidity level is reduced to $200,000. If at any time the total leverage ratio of MSG National Properties and its restricted subsidiaries is less than 5.00 to 1.00 as of the end of any four consecutive fiscal quarter periods or MSG National Properties obtains an investment grade rating, the minimum liquidity level is permanently reduced to $50,000. Subject to customary notice and minimum amount conditions, the Company may voluntarily prepay outstanding loans under the National Properties Term Loan Facility at any time, in whole or in part (subject to customary breakage costs with respect to LIBOR loans) subject to a prepayment premium equal to (i) for the initial 18 month period following the facility’s effective date, 2.0% of the principal amount prepaid plus the amount of interest that would have been payable on such principal amount from the date of such prepayment through the end of such 18-month period, (ii) after the initial 18 month period but on or prior to the three year anniversary of the effective date, 2.0% of the principal amount prepaid, (iii) after the three year anniversary but on or prior to the four year anniversary of the effective date, 1.0% of the principal amount prepaid and (iv) after the 4th anniversary, 0%. The principal obligations under the National Properties Term Loan Facility are to be repaid in quarterly installments in an aggregate amount equal to 1.00% per annum (0.25% per quarter), with the balance due at the maturity of the facility. The National Properties Term Loan Facility will mature on November 12, 2025. Borrowings under the National Properties Term Loan Facility bear interest at a floating rate, which at the option of MSG National Properties may be either (i) a base rate plus a margin of 5.25% per annum or (ii) LIBOR, with a floor of 0.75%, plus a margin of 6.25% per annum. The interest rate on the National Properties Term Loan Facility as of June 30, 2021 was 7.00%. All obligations under the National Properties Term Loan Facility are guaranteed by MSG Entertainment Group and MSG National Properties’ existing and future direct and indirect domestic subsidiaries, other than the subsidiaries that own The Garden, BCE and certain other excluded subsidiaries (the “Subsidiary Guarantors”). All obligations under the National Properties Term Loan Facility, including the guarantees of those obligations, are secured by certain of the assets of MSG National Properties and the Subsidiary Guarantors (collectively, “Collateral”) including, but not limited to, a pledge of some or all of the equity interests held directly or indirectly by MSG National Properties in each Subsidiary Guarantor. The Collateral does not include, among other things, any interests in The Garden or the leasehold interests in Radio City Music Hall and the Beacon Theatre. Under certain circumstances, MSG National Properties is required to make mandatory prepayments on loans outstanding, including prepayments in an amount equal to a specified percentage of excess cash flow in any fiscal year and prepayments in an amount equal to the net cash proceeds of certain sales of assets or casualty insurance and/or condemnation recoveries (subject to certain reinvestment, repair or replacement rights), in each case subject to certain exceptions. In addition to the minimum liquidity covenant, the National Properties Term Loan Facility and the related security agreement contain certain customary representations and warranties, affirmative and negative covenants and events of default. The National Properties Term Loan Facility contains certain restrictions on the ability of MSG National Properties and its restricted subsidiaries to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the National Properties Term Loan Facility, including the following: (i) incur additional indebtedness; (ii) create liens on certain assets; (iii) make investments, loans or advances in or to other persons; (iv) pay dividends and distributions or repurchase capital stock (which will restrict the ability of MSG National Properties to make cash distributions to the Company); (v) repay, redeem or repurchase certain indebtedness; (vi) change its lines of business; (vii) engage in certain transactions with affiliates; (viii) amend their respective organizational documents; (ix) merge or consolidate; and (x) make certain dispositions. As of June 30, 2021, MSG National Properties and its restricted subsidiaries were in compliance with the covenants of the National Properties Term Loan Facility. Tao Credit Facilities On May 23, 2019, Tao Group Intermediate Holdings LLC (“TAOIH” or “Intermediate Holdings”) and Tao Group Operating LLC (“TAOG” or “Senior Borrower”), entered into a credit agreement (the “Tao Senior Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and a letter of credit issuer, and the lenders party thereto. Together the Tao Senior Credit Agreement and a $49,000 intercompany subordinated credit agreement that matures in August 2024 (the “Tao Subordinated Credit Agreement”) between a subsidiary of the Company and Tao Group Sub-Holdings LLC, a subsidiary of Tao Group Hospitality, replaced the Senior Borrower’s prior credit agreement dated January 31, 2017 (“2017 Tao Credit Agreement”). On June 15, 2020, the Company entered into the second amendment to the Tao Subordinated Credit Agreement, which provided an additional $22,000 of intercompany loan borrowing availability under the Tao Subordinated Credit Agreement. The net intercompany loan outstanding balances under the Tao Subordinated Credit Agreement, as amended, were $63,000 and $49,000 as of June 30, 2021 and 2020, respectively. The balances and interest-related activities pertaining to the Tao Subordinated Credit Agreement, as amended, have been eliminated in the consolidated and combined financial statements in accordance with ASC Topic 810, Consolidation . In connection with the early termination of the 2017 Tao Credit Agreement, the Company recorded $3,977 of loss on extinguishment of debt in the fourth quarter of Fiscal Year 2019, which is reported as Miscellaneous income (expense) in the accompanying combined statement of operations for the year ended June 30, 2019. The loss on extinguishment of debt consisted of a write-off of deferred financing costs and prepayment penalties paid in connection with the 2017 Tao Credit Agreement. See Note 21. Segment Information for further details. The Tao Senior Credit Agreement provides TAOG with senior secured credit facilities (the “Tao Senior Secured Credit Facilities”) consisting of: (i) an initial $40,000 term loan facility with a term of five years (the “Tao Term Loan Facility”) and (ii) a $25,000 revolving credit facility with a term of five years (the “Tao Revolving Credit Facility”). Up to $5,000 of the Tao Revolving Credit Facility is available for the issuance of letters of credit. All borrowings under the Tao Revolving Credit Facility, including, without limitation, amounts drawn under the revolving line of credit are subject to the satisfaction of customary conditions. The Tao Senior Secured Credit Facilities were obtained without recourse to the Company or any of its affiliates (other than TAOG, TAOIH and its subsidiaries and in respect of a certain reserve account, each as discussed below). The Tao Senior Credit Agreement requires TAOIH to comply with a maximum total leverage ratio of 4.00:1.00 and a maximum senior leverage ratio of 3.00:1.00 from the closing date until December 31, 2021 and a maximum total leverage ratio of 3.50:1.00 and a maximum senior leverage ratio of 2.50:1.00 from and after December 31, 2021. In addition, there is a minimum fixed charge coverage ratio of 1.25:1.00 for TAOIH. On August 6, 2020, TAOG and TAOIH entered into an amendment to the Tao Senior Credit Agreement, which suspended the application of the financial maintenance covenants thereunder, modified certain restrictive covenants therein through December 31, 2021, modified the applicable interest rates and increased the minimum liquidity requirement for the outstanding balance of $33,750 under the Tao Term Loan Facility and for the $25,000 availability under the Tao Revolving Credit Facility. In addition, in connection with the amendment, the Company, through its direct wholly owned subsidiary, MSG Entertainment Group, entered into a guarantee and reserve account agreement (i) to guarantee the obligations of TAOG under the Tao Senior Credit Agreement, (ii) to establish and grant a security interest in a reserve account that initially held a deposit of approximately $9,800 and (iii) with a covenant to maintain a minimum liquidity requirement of no less than $75,000 at all times. The balance held in the reserve account was approximately $4,800 as of June 30, 2021. As of June 30, 2021, TAOG, TAOIH and the restricted subsidiaries were in compliance with the covenants of the Tao Senior Credit Agreement. All obligations under the Tao Senior Credit Agreement are guaranteed by MSG Entertainment Group, TAOIH and TAOIH’s existing and future direct and indirect domestic subsidiaries (other than (i) TAOG, (ii) domestic subsidiaries substantially all of whose assets consist of controlled foreign corporations and (iii) subsidiaries designated as immaterial subsidiaries or unrestricted subsidiaries) (the “Tao Subsidiary Guarantors,” and together with TAOIH, the “Tao Guarantors”). All obligations under the Tao Senior Credit Agreement, including the guarantees of those obligations, are secured by the reserve account noted above and substantially all of the assets of TAOG and each Tao Guarantor (collectively, “Tao Collateral”), including, but not limited to, a pledge of the equity interests in TAOG held directly by TAOIH and the equity interests in each Tao Subsidiary Guarantor held directly or indirectly by TAOIH. Borrowings under the Tao Senior Credit Agreement bear interest at a floating rate, which at the option of the Senior Borrower may be either (a) a base rate plus an additional rate ranging from 1.50% to 2.50% per annum (determined based on a total leverage ratio) (the “Base Rate”), or (b) a Eurocurrency rate plus an additional rate ranging from 2.50% to 3.50% per annum (determined based on a total leverage ratio) (the “Eurocurrency Rate”), provided that through December 31, 2021, the additional rate used in calculating the floating rate is (i) 1.50% per annum for borrowings bearing the Base Rate, and (ii) 2.50% per annum for borrowings bearing the Eurocurrency Rate. The Tao Senior Credit Agreement requires TAOG to pay a commitment fee of 0.50% in respect of the daily unused commitments under the Tao Revolving Credit Facility. TAOG is also required to pay customary letter of credit fees, as well as fronting fees, to banks that issue letters of credit pursuant to the Tao Senior Credit Agreement. The interest rate on the Tao Senior Credit Agreement as of June 30, 2021 was 2.60%. There was $15,000 and zero borrowings outstanding under the Tao Revolving Credit Facility as of June 30, 2021 and 2020, respectively. During the year ended June 30, 2021, Tao Group Hospitality utilized $750 of the Tao Revolving Credit Facility for issuance of letters of credit and the remaining borrowing available as of June 30, 2021 was $9,250. In addition to the financial covenants described above, the Tao Senior Credit Agreement and the related security agreements contain certain customary representations and warranties, affirmative covenants and events of default. The Tao Senior Credit Agreement contains certain restrictions on the ability of TAOIH, TAOG and its restricted subsidiaries to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the Tao Senior Credit Agreement, including, without limitation, the following: (i) incurring additional indebtedness and contingent liabilities; (ii) creating liens on certain assets; (iii) making investments, loans or advances in or to other persons; (iv) paying dividends and distributions or repurchasing capital stock; (v) engaging in certain transactions with affiliates; (vi) amending specified agreements; (vii) merging or consolidating; (viii) making certain dispositions; and (ix) entering into agreements that restrict the granting of liens. Intermediate Holdings is subject to a customary passive holding company covenant. Subject to customary notice and minimum amount conditions, TAOG may voluntarily prepay outstanding loans under the Tao Senior Credit Agreement at any time, in whole or in part, without premium or penalty (except for customary breakage costs with respect to Eurocurrency loans). The initial Tao Term Loan Facility amortizes quarterly in accordance with its terms from June 30, 2019 through March 31, 2024 with a final maturity date on May 23, 2024. TAOG is required to make mandatory prepayments of the Tao Term Loan Facility from the net cash proceeds of certain sales of assets (including Tao Collateral) or casualty insurance and/or condemnation recoveries (in each case, subject to certain reinvestment, repair or replacement rights) and the incurrence of certain indebtedness, subject to certain exceptions. Principal Repayments Long-term debt maturities over the next five years for the outstanding balance under the Tao Term Loan Facility (a) and National Properties Term Loan Facility as of June 30, 2021 were: Tao Term Loan Facility National Properties Term Loan Facility Total Fiscal year ending June 30, 2022 $ 6,250 $ 6,500 $ 12,750 Fiscal year ending June 30, 2023 10,000 6,500 16,500 Fiscal year ending June 30, 2024 (a) 27,500 6,500 34,000 Fiscal year ending June 30, 2025 — 6,500 6,500 Fiscal year ending June 30, 2026 — 620,750 620,750 Thereafter — — — $ 43,750 $ 646,750 $ 690,500 _______________ (a) Repayment balance for the fiscal year ending June 30, 2024 includes the $15,000 borrowing outstanding under the Tao Revolving Credit Facility as of June 30, 2021. Deferred Financing Costs In connection with the National Properties Term Loan Facility, the Company incurred a $19,500 original issue discount and $14,417 of issuance costs (collectively, “deferred financing costs”). The deferred financing costs are amortized, as interest expense, over the term of the National Properties Term Loan Facility on a straight-line basis, which approximates the effective interest method. The following table summarizes the presentation of the outstanding balances under the Tao Term Loan Facility, the Tao Revolving Credit Facility and the National Properties Term Loan Facility, as well as the related deferred financing costs in the accompanying consolidated balance sheets as of June 30, 2021 and 2020. June 30, 2021 June 30, 2020 Principal Unamortized Deferred Financing Costs Net (a) Principal Unamortized Deferred Financing Costs Net (a) Current portion National Properties Term Loan Facility $ 6,500 $ (6,783) $ (283) $ — $ — $ — Tao Term Loan Facility 6,250 (239) 6,011 5,000 (208) 4,792 Current portion of long-term debt, net of deferred financing costs (a) $ 12,750 $ (7,022) $ 5,728 $ 5,000 $ (208) $ 4,792 June 30, 2021 June 30, 2020 Principal Unamortized Deferred Financing Costs Net (a) Principal Unamortized Deferred Financing Costs Net (a) Noncurrent portion National Properties Term Loan Facility (a) $ 640,250 $ (22,819) $ 617,431 $ — $ — $ — Tao Term Loan Facility 22,500 (475) 22,025 28,750 (624) 28,126 Tao Revolving Credit Facility (b) 15,000 — 15,000 — — — Long-term debt, net of deferred financing costs (a) $ 677,750 $ (23,294) $ 654,456 $ 28,750 $ (624) $ 28,126 __________________________________ (a) In addition to the outstanding balance associated with the Tao Term Loan Facility, the Tao Revolving Credit Facility and the National Properties Term Loan Facility disclosed above, the Company’ s Long-term debt, net of deferred financing costs in the accompanying consolidated balance sheet of $655,093 as of June 30, 2021 included $637 of the note with respect to a loan received by BCE from its noncontrolling interest holder that is due in April 2023. (b) Unamortized deferred financing costs associated with Tao Revolving Credit Facility are presented under the captions Other current assets and Other assets in the accompanying consolidated balance sheets: June 30, June 30, Other current assets $ 108 $ 85 Other assets 207 248 Supplemental cash flows information During the years ended June 30, 2021, 2020 and 2019, interest payments and loan principal repayments made by the Company under the Tao Senior Credit Agreement for term loan and revolving credit facilities and National Properties Term Loan Facility were as follows: Interest Payments Loan Principal Repayments Years Ended June 30, Years Ended June 30, 2021 2020 2019 2021 2020 2019 National Properties Term Loan Facility $ 22,879 $ — $ — $ 3,250 $ — $ — Tao Senior Credit Agreement 1,128 1,817 13,084 5,000 21,250 109,312 $ 24,007 $ 1,817 $ 13,084 $ 8,250 $ 21,250 $ 109,312 |
Pension Plans and Other Postret
Pension Plans and Other Postretirement Benefit Plan | 12 Months Ended |
Jun. 30, 2021 | |
Retirement Benefits [Abstract] | |
Pension Plans And Other Postretirement Benefit Plan | Pension Plans and Other Postretirement Benefit Plan Defined Benefit Pension Plans and Postretirement Benefit Plans The Company sponsors a non-contributory, qualified cash balance retirement plan covering its non-union employees (the “Cash Balance Pension Plan”) and an unfunded non-contributory, non-qualified excess cash balance plan covering certain employees who participate in the underlying qualified plan (collectively, the “Cash Balance Plans”). Since March 1, 2011, the Cash Balance Pension Plan has also included the assets and liabilities of a frozen (as of December 31, 2007) non-contributory qualified defined benefit pension plan covering non-union employees hired prior to January 1, 2001. These plans are considered “Shared Plans” as previously defined. The Company also sponsors an unfunded non-contributory, non-qualified defined benefit pension plan for the benefit of certain employees who participate in an underlying qualified plan which was merged into the Cash Balance Pension Plan on March 1, 2011 (the “Excess Plan”). As of December 31, 2007, the Excess 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 these plans. This plan is considered a Shared Plan. The Cash Balance Plans were amended to freeze participation and future benefit accruals effective December 31, 2015 for all employees. Therefore, after December 31, 2015, no employee of the Company or MSG Sports who was not already a participant may become a participant in the plans and no further annual pay credits will be made for any future year. Existing account balances under the plans will continue to be credited with monthly interest in accordance with the terms of the plans. Lastly, the Company sponsors a non-contributory, qualified defined benefit pension plan covering certain of its union employees (the “Union Plan”). Benefits payable to retirees under the Union Plan are based upon years of Benefit Service (as defined in the Union Plan document). The Cash Balance Plans, Union Plan, and Excess Plan are collectively referred to as the “Pension Plans.” The Company also sponsors a contributory welfare plan which provides certain postretirement healthcare benefits to certain employees hired prior to January 1, 2001 who are eligible to commence receipt of early or normal benefits under the Cash Balance Pension Plan and their dependents, as well as certain union employees (“Postretirement Plan”). For purposes of the combined financial statements it was determined that the Company was the obligor for these plans’ liabilities for the historical periods presented herein. Therefore, the combined financial statements reflect the full impact of the Shared Plans and Direct Plan on both the combined statements of operations and combined balance sheets. The pension expense related to employees of MSG Sports participating in any of these plans is reflected as a contributory charge from the Company to MSG Sports, resulting in a decrease to the expense recognized in the consolidated and combined statements of operations. The following table summarizes the projected benefit obligations, assets, funded status and the amounts recorded on the Company’s consolidated and combined balance sheets as of June 30, 2021 and 2020, 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, 2021 2020 2021 2020 Change in benefit obligation: Benefit obligation at beginning of period $ 174,892 $ 173,569 $ 3,658 $ 4,307 Service cost 96 95 47 56 Interest cost 3,385 5,261 45 108 Actuarial loss (gain) 1,981 12,670 (76) 277 Benefits paid (4,410) (6,698) (390) (1,090) Curtailments (91) — — — Plan settlements paid (3,777) (551) — — Other (177) (74) (66) — Transfer of liabilities (a) — (9,380) — — Benefit obligation at end of period 171,899 174,892 3,218 3,658 Change in plan assets: Fair value of plan assets at beginning of period 151,756 132,965 — — Actual return on plan assets 1,969 18,221 — — Employer contributions 60 7,260 — — Benefits paid (4,409) (6,690) — — Plan settlements paid (3,724) — — — Fair value of plan assets at end of period 145,652 151,756 — — Funded status at end of period $ (26,247) $ (23,136) $ (3,218) $ (3,658) _________________ (a) Represents the benefit obligation related to the MSG Sports Non-Qualified Plans as of April 17, 2020, the date of the Entertainment Distribution. In Fiscal Year 2021 and Fiscal Year 2020, the actuarial losses on the benefit obligations were primarily due to a net decrease in discount and interest crediting rate. Amounts recognized in the consolidated and combined balance sheets as of June 30, 2021 and 2020 consist of: Pension Plans Postretirement Plan June 30, June 30, 2021 2020 2021 2020 Current liabilities (included in accrued employee related costs) $ (260) $ (331) $ (369) $ (331) Non-current liabilities (included in defined benefit and other postretirement obligations) (25,987) (22,805) (2,849) (3,327) $ (26,247) $ (23,136) $ (3,218) $ (3,658) Accumulated other comprehensive loss, before income tax, as of June 30, 2021 and 2020 consists of the following amounts that have not yet been recognized in net periodic benefit cost: Pension Plans Postretirement Plan June 30, June 30, 2021 2020 2021 2020 Actuarial loss $ (39,957) $ (36,704) $ (786) $ (1,025) The following table presents components of net periodic benefit cost for the Pension Plans and Postretirement Plan included in the accompanying consolidated and combined statements of operations for the years ended June 30, 2021, 2020 and 2019. Service cost is recognized in direct operating expenses and selling, general and administrative expenses. All other components of net periodic benefit cost are reported in Miscellaneous income (expense), net. Pension Plans Postretirement Plan Years Ended June 30, Years Ended June 30, 2021 2020 2019 2021 2020 2019 Service cost $ 96 $ 95 $ 91 $ 47 $ 56 $ 57 Interest cost 3,385 5,261 5,895 45 108 150 Expected return on plan assets (5,232) (5,319) (3,133) — — — Recognized actuarial loss 1,093 1,336 1,281 98 6 5 Amortization of unrecognized prior service cost (credit) — — — — — (7) Settlement loss recognized (a) 870 67 52 — — — Other — — — — — (1,513) Net periodic benefit cost $ 212 $ 1,440 $ 4,186 $ 190 $ 170 $ (1,308) Contributory charge to Madison Square Garden Sports Corp. for participation in the Shared Plans and all allocation of costs related to the corporate employees — (173) (692) — (26) 231 Net periodic benefit cost reported in the consolidated and combined statements of operations $ 212 $ 1,267 $ 3,494 $ 190 $ 144 $ (1,077) _________________ (a) For Fiscal Year 2021, Fiscal Year 2020 and Fiscal Year 2019, lump-sum payments totaling $52, $551 and $343, respectively, were distributed to vested participants of the non-qualified excess cash balance plan, triggering the recognition of settlement losses in accordance with ASC Topic 715. Due to these pension settlements, the Company was required to remeasure its pension plan liability as of June 30, 2021 and 2020 and for Fiscal Year 2021, Fiscal Year 2020 and Fiscal Year 2019, respectively. Discount rates used for the projected benefit obligation and interest cost were 1.77% and 1.24% as of June 30, 2021, respectively, 2.95% and 2.83% as of June 30, 2020, respectively, and 3.75% and 3.18% as of June 30, 2019, respectively. Additionally, settlement charges of $870, $67 and $52 were recognized in Miscellaneous income (expense), net for Fiscal Year 2021, Fiscal Year 2020 and Fiscal Year 2019. Other pre-tax changes in plan assets and benefit obligations recognized in other comprehensive income (loss) for Fiscal Year 2021, Fiscal Year 2020 and Fiscal Year 2019 are as follows: Pension Plans Postretirement Plan Years Ended June 30, Years Ended June 30, 2021 2020 2019 2021 2020 2019 Actuarial gain (loss), net $ (5,244) $ 232 $ (3,137) $ 76 $ (277) $ 572 Recognized actuarial loss 1,093 1,336 1,281 98 6 5 Recognized prior service credit — — — — — (7) Curtailments 91 — — 65 — — Settlement loss recognized 870 67 52 — — — Total recognized in other comprehensive income (loss) $ (3,190) $ 1,635 $ (1,804) $ 239 $ (271) $ 570 Funded Status The accumulated benefit obligation for the Pension Plans aggregated to $171,897 and $174,775 at June 30, 2021 and 2020, respectively. As of June 30, 2021 and 2020, 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, 2021 and 2020 are as follows: Pension Plans Postretirement Plan June 30, June 30, 2021 2020 2021 2020 Discount rate 2.87 % 3.21 % 2.17 % 2.09 % Interest crediting rate 2.32 % 1.37 % n/a n/a Healthcare cost trend rate assumed for next year n/a n/a 6.25 % 6.50 % 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 2027 2027 Weighted-average assumptions used to determine net periodic benefit cost (made at the beginning of the period) for Fiscal Year 2021, Fiscal Year 2020 and Fiscal Year 2019 are as follows: Pension Plans Postretirement Plan Years Ended June 30, Years Ended June 30, 2021 2020 2019 2021 2020 2019 Discount rate - projected benefit obligation 2.84 % 3.58 % 4.19 % 2.09 % 3.18 % 4.06 % Discount rate - service cost 3.20 % 3.78 % 4.25 % 2.15 % 3.45 % 4.25 % Discount rate - interest cost 1.92 % 3.21 % 3.90 % 1.23 % 2.84 % 3.67 % Expected long-term return on plan assets 4.02 % 5.28 % 3.72 % n/a n/a n/a Interest crediting rate 1.37 % 3.28 % 2.82 % n/a n/a n/a Healthcare cost trend rate assumed for next year n/a n/a n/a 6.50 % 6.75 % 7.00 % 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 2027 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, 2021 and 2020 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 Plans’ assets at June 30, 2021 and 2020 was as follows: June 30, Asset Classes (a) : 2021 2020 Fixed income securities 98 % 99 % Cash equivalents 2 % 1 % 100 % 100 % _____________________ (a) The Company’s target allocation for pension plan assets is 99% fixed income securities and 1% cash equivalents as of June 30, 2021. Investment allocation decisions have been made by the Company’s Investment and Benefits Committee, which considers investment advice provided by the Company’s external investment consultant. The investment consultant 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 consultant also considers the pension plans’ liabilities when making investment allocation recommendations. The Company’s Investment and Benefits Committee’s decisions are influenced by asset/liability studies conducted by the external investment consultant who combines actuarial considerations and strategic investment advice. The major investment categories of the pension plan assets are in cash equivalents and long duration fixed income securities that are marked-to-market on a daily basis. As a result, the pension plan assets are subjected to interest-rate risk, specifically to a rising interest rate environment, as the majority of the pension plan assets are invested in long duration fixed income securities. However, the pension plan assets are structured in an asset/liability framework, and consequently, an increase in interest rates would cause a corresponding decrease to the overall liability of the pension plans, thus creating a hedge against rising interest rates. Additional risks involving the asset/liability framework include earning insufficient investment returns to cover future pension plan liabilities and imperfect hedging of such liabilities. In addition, a portion of the long duration fixed income securities portfolio is invested in non-government securities that are subject to credit risk of the issuers who might default on interest and/or principal payments. Investments at Estimated Fair Value The cumulative fair values of the individual plan assets at June 30, 2021 and 2020 by asset class are as follows: Fair Value Hierarchy June 30, 2021 2020 Fixed income securities: U.S. Treasury securities (a) I $ — $ 3,825 U.S. corporate bonds (b) II 100,229 110,542 Foreign issues (c) II 20,119 13,764 Municipal bonds (d) II 3,880 4,146 Money market accounts (e) I 2,753 1,329 Common collective trust (f) II 18,669 18,150 Total investments measured at fair value $ 145,650 $ 151,756 _____________________ (a) U.S. Treasury Securities 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) U.S. corporate bonds are classified within Level II of the fair value hierarchy as they are valued using quoted prices for similar assets in active markets, quoted prices for identical or similar assets in markets that are not active and evaluations based on various market and industry inputs. (c) Foreign issued corporate bonds are classified within Level II of the fair value hierarchy as they are valued at a price that is based on a compilation of primarily observable market information or a broker quote in a non-active over-the-counter market. (d) Municipal bonds are classified within Level II of the fair value hierarchy as they are valued at a price that is based on a compilation of primarily observable market information or a broker quote in a non-active over-the-counter market. (e) Money market fund is 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. (f) Common collective trust (CCT) is 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 less its liabilities. The CCT publishes its daily NAV and uses such value as the basis for current transactions. Contributions for Qualified Defined Benefit Pension Plans During Fiscal Year 2021, the Company did not contribute to the Cash Balance Pension Plan and contributed $60 to the Union Plan. The Company does not expect to contribute to the Cash Balance Pension Plan and expects to contribute $400 to Union Plan in Fiscal Year 2022. 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, 2022 $ 11,927 $ 369 Fiscal year ending June 30, 2023 8,305 349 Fiscal year ending June 30, 2024 7,904 319 Fiscal year ending June 30, 2025 7,977 332 Fiscal year ending June 30, 2026 8,540 322 Fiscal years ending June 30, 2027 – 2031 43,320 1,054 Defined Contribution Pension Plans The Company sponsors The Madison Square Garden 401(k) Savings Plan (the “401(k) Plan”) and the MSG S&E, LLC Excess Savings Plan (collectively referred to as the “Savings Plans”). The 401(k) Plan is a multiple employer plan. For the years ended June 30, 2021, 2020 and 2019, expenses related to the Savings Plans, excluding expenses related to MSG Sports employees, that are included in the accompanying combined statements of operations were $4,189, $5,521 and $8,372, respectively. These amounts include $1,240 and $3,300 of expenses related to Company’s corporate employees which were allocated to MSG Sports during the years ended June 30, 2020 and 2019, respectively. In addition, the Company sponsors The Madison Square Garden 401(k) Union Plan (the “Union Savings Plan”). The Union Savings Plan is a multiple employer plan. For the years ended June 30, 2021, 2020 and 2019, expenses related to the Union Savings Plan included in the accompanying consolidated and combined statements of operations were $215, $539 and $521, respectively. Multiemployer Plans The Company contributes to a number of multiemployer defined benefit pension plans, multiemployer defined contribution pension 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 following table outlines the Company’s participation in multiemployer defined benefit pension plans for the years ended June 30, 2021, 2020 and 2019, and summarizes the contributions that the Company has made during each period. The “EIN” and “Pension Plan Number” columns provide the Employer Identification Number and the three-digit plan number for each applicable plan. The most recent Pension Protection Act zone status available as of June 30, 2021 and 2020 relates to the plan’s two most recent years ended which are indicated. Among other factors, plans in the red zone are generally less than 65% funded, plans in the orange zone are both less than 80% funded and have an accumulated funding deficiency or are expected to have a deficiency in any of the next six plan years, plans in the yellow zone are less than 80% funded, and plans in the green zone are at least 80% funded. The “FIP/RP Status Pending/Implemented” column indicates whether a funding improvement plan (“FIP”) for yellow/orange zone plans or a rehabilitation plan (“RP”) for red zone plans is either pending or has been implemented by the trustees of such plan. The zone status and any FIP or RP information is based on information that the Company received from the plan, and the zone status is as certified by the plan’s actuary. The last column lists the expiration date(s) or a range of expiration dates of the CBA to which the plans are subject. There are no other significant changes that affect such comparability. PPA Zone Status FIP/RP Status Pending / Implemented Company Contributions As of June 30, Years Ended June 30, Plan Name EIN Pension Plan Number 2021 2020 2021 2020 2019 Surcharge Imposed Expiration Date of CBA Pension Fund of Local No. 1 of I.A.T.S.E. 136414973 001 Green as of 2020-12-31 Green as of 2019-12-31 No $ 194 $ 1,831 $ 2,529 No 6/30/2021 - 5/1/2023 All Other Multiemployer Defined Benefit Pension Plans 584 3,137 3,234 $ 778 $ 4,968 $ 5,763 The Company was listed in the following plans’ Form 5500’s as providing more than 5 percent of the total contributions for the following plans and plan years: Fund Name Exceeded 5 Percent of Total Contributions Year Contributions to Plan Exceeded Pension Fund of Local No. 1 of I.A.T.S.E True December 31, 2019, 2018 and 2017 32BJ/Broadway League Pension Fund True December 31, 2019, 2018 and 2017 Treasurers and Ticket Sellers Local 751 Pension Fund True August 31, 2020, 2019 and 2018 Multiemployer Defined Contribution Pension Plans The Company contributed $723, $5,258 and $6,699 for the years ended June 30, 2021, 2020 and 2019, respectively, to multiemployer defined contribution pension plans. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation | Share-based CompensationEffective as of the 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, restricted stock units (“RSUs”), stock appreciation rights and other equity-based awards. The Company may grant awards for up to 3,000 shares of MSG Entertainment 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 the Company’s 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 Employee Stock Plan, including vesting and exercisability, were determined by the Compensation Committee of the Board of Directors (“Compensation Committee”) and included terms or conditions based upon performance criteria. RSUs that were awarded by the Company to its employees will settle in shares of the Company's Class A Common Stock (either from treasury or with newly issued shares), or, at the option of the Compensation Committee, in cash. Under the Non-Employee Director Plan, the Company is authorized to grant non-qualified stock options, restricted stock units, restricted shares, stock appreciation rights and other equity-based awards. The Company may grant awards for up to 150 shares of MSG Entertainment 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 the Company’s 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, restricted stock units granted under this plan will be fully vested upon the date of grant and will settle in shares of the Company's 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's service on the Board of Directors ceases or, if earlier, upon the director’s death. Treatment After the Distribution of Share-based Payment Awards Initially Granted Under MSG Sports Equity Award Programs Prior to the Entertainment Distribution, certain employees and the non-employee directors of MSG Sports (some of whom are now employees or non-employee directors of the Company) participated in MSG Sports equity award programs (the “MSG Sports Stock Plans”). In connection with the Entertainment Distribution, each option to purchase MSG Sports’ Class A Common Stock became two options: one option to acquire MSG Sports Class A Common Stock and one an option to acquire the Company Class A Common Stock granted under the Employee Stock Plan. The exercise price of the option was allocated between the existing MSG Sports options and new Company options based upon the weighted average price of each of the MSG Sports Class A common stock and our Class A Common Stock over the ten trading days immediately following the Distribution as reported by Bloomberg, and the underlying share amount was consistent with the one-to-one distribution ratio (one share of our Class A common stock will be issued for every one share of MSG Sports Class A common stock). As a result of this adjustment, 69.5% of the pre-Distribution exercise price of options was allocated to the MSG Sports options and 30.5% was allocated to the Company options. In connection with the Entertainment Distribution, each holder of an MSG Sports employee restricted stock unit received one Company restricted stock unit in respect of every one MSG Sports restricted stock unit owned on the Record Date and continues to be entitled to a share of MSG Sports Class A common stock (or cash or other property) for each MSG Sports restricted stock unit in accordance with the MSG Sports award agreement. Additionally, each holder of an MSG Sports employee performance stock unit received one Company performance stock unit (“PSU”) (at target performance) in respect of every one MSG Sports performance stock unit (at target performance) owned on the Record Date and continues to be entitled to a share of MSG Sports Class A common stock (or cash or other property) for each MSG Sports performance stock unit in accordance with the MSG Sports award agreement. Further, in connection with the Entertainment Distribution, each holder of an MSG Sports director restricted stock unit received one share of our Class A Common Stock in respect of every one MSG Sports restricted stock unit owned on the Record Date and continue to be entitled to a share of MSG Sports Class A common stock (or cash or other property) in accordance with the MSG Sports award agreement. Share-based Compensation Expense 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 are graded vesting and subject to performance conditions, in addition to continued employment, the Company uses the graded-vesting method to recognize share-based compensation expense. The Company’s RSUs/PSUs and/or stock options held by individuals who are solely MSG Sports employees will not be 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. Share-based compensation expense was recognized in the consolidated and combined statements of operations as a component of direct operating expenses or selling, general and administrative expenses. The following table presents the share-based compensation expense recorded during Fiscal Year 2021, Fiscal Year 2020 and Fiscal Year 2019. Years Ended June 30, 2021 (b) 2020 2019 Nonperformance and performance based RSUs $ 40,195 $ 36,811 $ 31,509 Stock options (c) 12,722 5,379 3,892 Total share-based compensation expense (a) $ 52,917 $ 42,190 $ 35,401 _________________ (a) The share-based compensation expense reported above includes expense associated with MSG Sports’ RSUs and stock options granted to the Company’s employees prior to the Entertainment Distribution. (b) The Company recorded previously unrecognized share-based compensation expense of $11,129 for Fiscal Year 2021 associated with the cancellation of certain awards pursuant to a settlement agreement related to an executive. (c) Included $2,348 and $489 in accretion of put options within the Tao Group Hospitality reportable segment during Fiscal Year 2021 and Fiscal Year 2020, respectively. As of June 30, 2021, there was $63,377 of unrecognized compensation cost related to unvested RSUs and PSUs held by the Company’s employees. The cost is expected to be recognized over a weighted-average period of approximately 1.6 years for unvested RSUs and PSUs. For Fiscal Year 2021, Fiscal Year 2020 and Fiscal Year 2019, the Company capitalized $5,467, $5,051 and $3,946 of share-based compensation expense, respectively. Restricted Stock Units Award Activity The following table summarizes activity related to the Company’s RSUs for Fiscal Year 2021: Number of Weighted-Average Nonperformance Performance Unvested award balance as of June 30, 2020 277 328 $ 75.34 Granted 424 343 $ 72.81 Vested (156) (106) $ 70.84 Forfeited (48) (54) $ 72.46 Cancelled — (32) $ 88.58 Unvested award balance as of June 30, 2021 497 479 $ 74.42 The fair value of RSUs and PSUs that vested and were distributed during Fiscal Year 2021 was $20,251. Upon delivery, RSUs granted under the MSG Sports Stock Plans 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, 82 of these RSUs, with an aggregate value of $6,060 were retained by the Company during Fiscal Year 2021, of which 8 of these RSUs, with an aggregate value of $575, were related to MSG Sports employees. Stock Options Award Activity The following table summarizes activity related to the Company’s stock options for the year ending June 30, 2021: Number of Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value Balance as of June 30, 2020 543 $ 99.68 Cancelled (449) $ 107.07 Balance as of June 30, 2021 94 $ 64.36 6.46 $ 1,840 Exercisable as of June 30, 2021 94 $ 64.36 6.46 $ 1,840 |
Stock Repurchase Program
Stock Repurchase Program | 12 Months Ended |
Jun. 30, 2021 | |
Stock Repurchase Program [Abstract] | |
Stock Repurchase Program | Stock Repurchase ProgramOn March 31, 2020, the Company’s Board of Directors authorized the repurchase of up to $350,000 of the Company’s Class A Common Stock once the shares of the Company’s Class A Common Stock began “regular way” trading on April 20, 2020. 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
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Accumulated Other Comprehensive Loss | 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, 2020 $ (39,322) $ (12,535) $ (51,857) Other comprehensive income (loss): Other comprehensive loss before reclassifications — 27,688 27,688 Amounts reclassified from accumulated other comprehensive loss (a) (2,951) — (2,951) Other comprehensive income (loss), total (2,951) 27,688 24,737 Balance as of June 30, 2021 $ (42,273) $ 15,153 $ (27,120) Pension Plans and Cumulative Translation Adjustments Accumulated Balance as of June 30, 2019 $ (42,080) $ (4,843) $ (46,923) Other comprehensive income (loss): Other comprehensive loss before reclassifications (45) (7,692) (7,737) Amounts reclassified from accumulated other comprehensive loss (a) 1,409 — 1,409 Other comprehensive income (loss), total 1,364 (7,692) (6,328) Adjustment related to the transfer of Pension Plans and Postretirement Plan liabilities as a result of the Entertainment Distribution 1,394 — 1,394 Balance as of June 30, 2020 $ (39,322) $ (12,535) $ (51,857) Pension Plans and Cumulative Translation Adjustments Unrealized Gain (Loss) on Available-for-sale Securities (b) Accumulated Balance as of June 30, 2018 $ (40,846) $ (502) $ (5,570) $ (46,918) Reclassification of unrealized loss on available-for sale securities — — 5,570 5,570 Other comprehensive loss: Other comprehensive loss before reclassifications (2,565) (4,341) — (6,906) Amounts reclassified from accumulated other comprehensive loss (a) 1,331 — — 1,331 Other comprehensive loss, total (1,234) (4,341) — (5,575) Balance as of June 30, 2019 $ (42,080) $ (4,843) $ — $ (46,923) ________________ (a) Amounts reclassified from accumulated other comprehensive loss represent the amortization of net actuarial loss and net unrecognized prior service credit included in net periodic benefit cost, which is reflected under Miscellaneous income (expense), net in the accompanying consolidated and combined statements of operations (see Note 15). (b) As of July 1, 2018, upon adoption of ASU No. 2016-01, the Company recorded a transition adjustment to reclassify accumulated other comprehensive loss associated with its investment in Townsquare in the amount of $2,466 pre-tax ($5,570, net of tax) to Madison Square Garden Sports Corp. Investment. See Note 8 |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the periods prior to the Entertainment Distribution, the Company did not file separate tax returns as the Company was included in the tax grouping of other MSG Sports entities within the respective entity’s tax jurisdiction. The income tax provision included in these periods has been calculated using the separate return basis, as if the Company filed a separate tax return. Income tax expense (benefit) is comprised of the following components: Years Ended June 30, 2021 2020 2019 Current expense (benefit): Federal $ (6,400) $ 8,558 $ — State and other (2,491) 7,009 814 (8,891) 15,567 814 Deferred expense (benefit): Federal (627) (6,083) (350) State and other 147 (4,438) (21) (480) (10,521) (371) Income tax expense (benefit) $ (9,371) $ 5,046 $ 443 The income tax expense (benefit) 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, 2021 2020 2019 Federal tax expense (benefit) at statutory federal rate $ (92,362) $ (2,024) $ (6,236) State income taxes, net of federal benefit (44,848) 4,016 951 Change in the estimated applicable tax rate used to determine deferred taxes (3,368) 1,237 (454) Nondeductible transaction costs — 6,961 — Federal tax credits — (1,480) (1,900) GAAP income of consolidated partnership attributable to non-controlling interest 3,857 6,701 2,571 Tax effect of indefinite intangible amortization 1,072 993 449 Change in valuation allowance 121,216 (14,220) (71) Nondeductible officers’ compensation (a) 5,311 4,407 7,655 Nondeductible expenses 409 690 809 Excess tax benefit related to shared based-payments awards (1,066) (2,276) (3,376) Other 408 41 45 Income tax expense (benefit) $ (9,371) $ 5,046 $ 443 _________________ a. The Tax Cuts and Jobs Act, enacted on December 22, 2017, included changes to Internal Revenue Code Section 162(m), including elimination of the exception for qualified performance-based compensation over the $1,000 annual limit. Accordingly, effective January 1, 2018, all compensation for certain officers in excess of $1,000 is generally nondeductible. The tax effects of temporary differences which give rise to significant portions of the deferred tax assets and liabilities at June 30, 2021 and 2020 are as follows: June 30, 2021 2020 Deferred tax asset: Net operating loss (“NOL”) carryforwards $ 166,420 $ 1,575 Tax credit carryforwards 532 532 Accrued employee benefits 24,825 26,538 Restricted stock units and stock options 12,527 14,267 Deferred revenue 42,616 45,050 Right-of-use lease assets and lease liabilities, net 8,234 — Investments 63,639 39,737 Other — 1,062 Total deferred tax assets $ 318,793 $ 128,761 Less valuation allowance (161,586) (34,646) Net deferred tax assets $ 157,207 $ 94,115 Deferred tax liabilities: Intangible and other assets $ (38,578) $ (39,893) Property and equipment (124,864) (59,077) Prepaid expenses (4,355) (7,595) Other (1,382) — Total deferred tax liabilities $ (169,179) $ (106,565) Net deferred tax liability $ (11,972) $ (12,450) 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 utilization of its federal net operating loss carryforward and its future deductible temporary differences. As of June 30, 2021, based on current facts and circumstances, management believes that it is more likely than not that the Company will not realize the benefit for a portion of its deferred tax asset. Accordingly, a partial valuation allowance has been recorded as of June 30, 2021. However, the Company anticipates a full reversal of the valuation allowance in the first quarter of the fiscal year ended June 30, 2022 in connection with the Merger with MSG Networks, due primarily to the anticipated future taxable income of MSG Networks operations. The Company will continue to assess the realizability of its deferred tax assets on a quarterly basis. The NOL carryforwards as of June 30, 2021 is approximately $505,000. The NOL is solely related to the current fiscal year and has an unlimited carryforward period. The Company’s historical combined financial statements for periods prior to the Entertainment Distribution reflect NOLs and tax credits calculated on a separate return basis. These NOL carryforwards were calculated as if the Company operated as a separate stand-alone entity. Because the Entertainment Distribution involved a spin-off of the Company, substantially all of the NOLs and tax credits did not carry over to the Company. Prior to the Entertainment Distribution, the Company’s collection for ticket sales, sponsorships and suite rentals in advance were recorded as deferred revenue and were recognized as revenues when earned for both accounting and tax purposes. The tax recognition on most of these deferred revenues was accelerated to the date of the Entertainment Distribution and is the responsibility of MSG Sports. The Company will not reimburse MSG Sports for such taxes. As of June 30, 2021, the Company has a deferred tax asset of $42,616 with regard to the deferred revenue acceleration. The remaining tax deduction will be recorded as deferred revenue that was accelerated for tax purposes on April 17, 2020 is earned as the associated events occur or upon payment of refunds. Prior to the Entertainment Distribution, the Company and MSG Sports 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, MSG Sports 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 Entertainment Distribution Date. The Company does not have any recorded tax benefit for uncertain tax positions as of June 30, 2021 and 2020. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions As of July 31, 2021, following the Company’s acquisition of MSG Networks, members of the Dolan family including trusts for member 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 all of the Company’s outstanding Class B Common Stock and approximately 5.1% of the Company’s outstanding Class A Common Stock (inclusive of options exercisable and RSUs vesting within 60 days of July 31, 2021). Such shares of the Company’s Class A Common Stock and Class B Common Stock, collectively, represent approximately 72.8% of the aggregate voting power of Company’s outstanding common stock. Members of the Dolan family are also the controlling stockholders of MSG Sports and AMC Networks Inc. (“AMC Networks”). Prior to the Merger, members of the Dolan family were also the controlling stockholder of MSG Networks. Current Related Party Arrangements The Company is party to the following agreements and/or arrangements with MSG Sports: • Sponsorship sales and service representation agreements pursuant to which the Company has the exclusive right and obligation to sell MSG Sports’ sponsorships for an initial stated term of ten years for a commission; • A team sponsorship allocation agreement with MSG Sports, pursuant to which MSG Sports continues receiving an allocation of sponsorship and signage revenues associated with the sponsorship agreements that existed at the Entertainment Distribution Date; • Arena License Agreements pursuant to which the Company (i) provides MSG Sports the right to use The Garden for games of the Knicks and Rangers for a 35-year term in exchange for venue license fees, (ii) shares revenues collected for suite licenses, (iii) operates and manages the sale of the sports teams merchandise at The Garden for a commission, (iv) operates and manages the sale of food and beverage concessions and catering services during the Knicks and Rangers games for a portion of net profits (as defined under the Arena License Agreements), (v) provides day of game services that were historically provided prior to the Entertainment Distribution, and (vi) provides other general services within The Garden; • A transition services agreement (the “TSA”) pursuant to which the Company provides certain corporate and other transition services to MSG Sports, such as information technology, accounting, accounts payable, payroll, tax, certain legal functions, human resources, insurance and risk management, government affairs, investor relations, corporate communications, benefit plan administration and reporting, and internal audit functions as well as certain marketing functions, in exchange for service fees. MSG Sports also provides certain transition services to the Company, in exchange for service fees. • A sublease agreement, pursuant to which the Company subleases office space to MSG Sports; • A group ticket sales representation agreement, pursuant to which the Company appointed MSG Sports as its sales and service representative to sell group ticket packages related Company events in exchange for a commission; • A single night rental commission agreement, pursuant to which MSG Sports may, from time to time, sell (or make referrals for sales of) licenses for the use of suites at The Garden for individual Company events in exchange for a commission; • Aircraft time sharing agreements (discussed below); and; • Other agreements with MSG Sports entered into in connection with the Entertainment Distribution such as a distribution agreement, a tax disaffiliation agreement, an employee matters agreement, a trademark license agreement and certain other arrangements. In addition, the Company has various agreements with MSG Networks (which is now a subsidiary of the Company following the completion of the Merger in July 2021). Following the Merger, the Company is assessing these agreements, and some may be revised or terminated. Agreements in place with MSG Networks for Fiscal Year 2021 include an advertising sales representation agreement, and a services agreement (the “MSG Networks Services Agreement”). Pursuant to the advertising sales representation agreement, the Company has the exclusive right and obligation to sell advertising on behalf of MSG Networks in exchange for a commission. In connection with the Merger with MSG Networks, these revenues will be eliminated retrospectively on a consolidated basis beginning Fiscal Year 2022. Pursuant to the MSG Networks Services Agreement, effective July 1, 2019, the Company provides certain services to MSG Networks, such as information technology, accounts payable and payroll, human resources, and other corporate functions, as well as the executive support services described below, in exchange for service fees. MSG Networks also provides certain services to the Company, in exchange for service fees. Further, the Company shares certain executive support costs, including office space, executive assistants, security and transportation costs, for (i) the Company’s Executive Chairman and Chief Executive Officer with MSG Sports and MSG Networks, (ii) the Company’s President with MSG Sports, and (iii) the Company’s Vice Chairman with MSG Sports, MSG Networks and AMC Networks. The Company is a party to various aircraft arrangements. Pursuant to certain Aircraft Support Services Agreements (the “Support Agreements”), the Company provides certain aircraft support services to entities controlled by (i) James L. Dolan, the Company’s Executive Chairman, Chief Executive Officer and a director, (ii) Charles F. Dolan, a director, and certain of his children, who are siblings of James L. Dolan, specifically: Thomas C. Dolan (a director of the Company), Deborah Dolan-Sweeney, Patrick F. Dolan, Marianne Dolan Weber (a director of the Company), and Kathleen M. Dolan, and (iii) Patrick F. Dolan, the son of Charles F. Dolan and brother of James L. Dolan. The Company entered into reciprocal time sharing/dry lease agreements with each of (i) Quart 2C, LLC (“Q2C”), a company controlled by James L. Dolan and Kristin A. Dolan, his spouse and a director of the Company, and (ii) Charles F. Dolan and Sterling2k LLC (collectively, “CFD”), an entity owned and controlled by Deborah Dolan-Sweeney, the daughter of Charles F. Dolan and the sister of James L. Dolan, pursuant to which the Company has agreed from time to time to make its aircraft available to each of Q2C and CFD, and Q2C, and CFD have agreed from time to time to make their aircraft available to the Company. Pursuant to the terms of the agreements, Q2C and/or CFD may lease on a non-exclusive, “time sharing” basis, the Company’s Gulfstream Aerospace G550 aircraft. The Company is also party to a dry lease agreement with Brighid Air, LLC (“Brighid Air”), a company owned and controlled by Patrick F. Dolan, the son of Charles F. Dolan and the brother of James L. Dolan, pursuant to which the Company may lease on a non-exclusive basis Brighid Air’s Bombardier BD100-1A10 Challenger 350 aircraft (the “Challenger”). In connection with the dry lease agreement, the Company also entered into a Flight Crew Services Agreement (the “Flight Crew Agreement”) with Dolan Family Office, LLC (“DFO”), an entity owned and controlled by Charles F. Dolan, pursuant to which the Company may utilize pilots employed by DFO for purposes of flying the Challenger when the Company is leasing that aircraft under the Company’s dry lease agreement with Brighid Air. The Company and each of MSG Sports, MSG Networks and AMC Networks are party to certain aircraft time sharing agreements, pursuant to which the Company has agreed from time to time to make aircraft available to MSG Sports, MSG Networks and/or AMC Networks for lease on a “time sharing” basis. Additionally, the Company, MSG Sports, MSG Networks and AMC Networks have agreed on an allocation of the costs of certain aircraft and helicopter use by their shared executives. In addition to the aircraft arrangements described above, certain executives of the Company are party to aircraft time sharing agreements, pursuant to which the Company has agreed from time to time to make certain aircraft available for lease on a “time sharing” basis for personal use in exchange for payment of actual expenses of the flight (as listed in the agreement). From time to time the Company enters into arrangements with 605, LLC. James L. Dolan, the Company’s Executive Chairman, Chief Executive Officer and a director, and his spouse, Kristin A. Dolan (a director of the Company), own 50% of 605, LLC. Kristin A. Dolan is also the founder and Chief Executive Officer of 605, LLC. 605, LLC provides audience measurement and data analytics services to the Company and its subsidiaries in the ordinary course of business. As of June 30, 2021 and 2020, BCE had $637 of notes payable with respect to a loan received by BCE from its noncontrolling interest holder. See Note 14 for further information. The Company has also entered into certain commercial agreements with its equity method investment nonconsolidated a ffiliates in connection with MSG Sphere. For Fiscal Year 2021 and Fiscal Year 2020, the Company recorded approximately $66,525 and $16,726, respectively, of capital expenditures in connection with services provided to the Company under these agreements. As of June 30, 2021 and 2020, accrued capital expenditures associated with related parties were approximately $7,000 and $2,000, respectively, and are reported under other accrued liabilities in the accompanying consolidated balance sheets Revenues and Operating Expenses The following table summarizes the composition and amounts of the transactions with the Company’s affiliates. The significant components of these amounts are discussed below. These amounts are reflected in revenues and operating expenses in the accompanying consolidated and combined statements of operations for Fiscal Year 2021, Fiscal Year 2020 and Fiscal Year 2019: Years Ended June 30, 2021 2020 2019 Revenues $ 49,969 $ 18,408 $ 18,259 Operating expenses (credits): Revenue sharing expenses $ 1,025 $ 110,002 $ 145,723 Allocation of charges for venue usage to MSG Sports — (46,072) (47,093) Reimbursement under Arena License Arrangement (8,776) — — Corporate general and administrative — credits with MSG Sports (36,502) (116,946) (116,551) Corporate general and administrative — credits with MSG Networks (9,616) (9,772) (10,362) Consulting fees 77 214 1,792 Advertising expenses — 506 1,037 Other operating expenses (credits), net 1,991 420 (198) Revenues Historically, revenues from related parties primarily consist of commissions earned in connection with the advertising sales representation agreement pursuant to which the Company has the exclusive right and obligation to sell MSG Networks’ advertising availabilities. In addition, amounts disclosed above for Fiscal Year 2021 include the Company’s revenues from Arena License Agreements (as discussed below), sponsorship sales and representation agreements with MSG Sports as well as sublease revenues. Substantially all of the sources of related party revenues are noted below. In connection with the Entertainment Distribution, the Company entered into Arena License Agreements with MSG Sports that, among other things, require the Knicks and the Rangers to play their home games at The Garden in exchange for fixed annual license fees scheduled to be paid monthly over the term of the agreements. The Company accounts for these license fees as operating lease revenue given that the Company provides MSG Sports with the right to direct the use of and obtain substantially all of the economic benefit from The Garden during Knicks and Rangers home games, as further detailed in Note 10. The Arena License Agreements provide that license fees are not required to be paid by MSG Sports during periods when The Garden is unavailable for use due to a force majeure event. As a result of government-mandated suspension of events at The Garden due to the impact of the COVID-19 pandemic, at the beginning of Fiscal Year 2021, The Garden was not available for use by MSG Sports. Starting December 2020, The Garden reopened for games of the Knicks and the Rangers but initially fans were not permitted to attend due to governmental restrictions. The restrictions were partially lifted during February 2021 with limited fans permitted to attend (10% capacity). Through Fiscal Year 2021, the Knicks and the Rangers played a total of 69 home games at The Garden and the Company recorded $21,345 of revenues under the Arena License Agreements for Fiscal Year 2021. In addition, the Company recorded revenues under sponsorship sales and service representation agreements with MSG Sports of $13,584 for Fiscal Year 2021. Revenues under the advertising sales representation agreement with MSG Networks for Fiscal Year 2021, Fiscal Year 2020 and Fiscal Year 2019 were $13,699, $12,653, and $14,913, respectively. In connection with the Merger with MSG Networks, these revenues will be eliminated retrospectively on a consolidated basis beginning Fiscal Year 2022. The Company also earned $2,450 of sublease revenue from related parties during Fiscal Year 2021. These related party revenues were partially offset by approximately $1,134 of merchandise revenue sharing with MSG Sports for Fiscal Year 2021. In addition, the Company and Tribeca Enterprises have a service agreement pursuant to which the Company provides marketing inventory, advertising sales and consulting services to Tribeca Enterprises for a fee. On August 5, 2019, the Company sold its equity capital in Tribeca Enterprises. Accordingly, Tribeca Enterprises is no longer a related party of the Company, and thus the related party transactions disclosed herein that relate to Tribeca Enterprises were recognized prior to August 5, 2019. The Company is also a party to certain commercial arrangements with AMC Networks and its subsidiaries. Revenue sharing expenses Prior to the Entertainment Distribution, revenue sharing expenses with MSG Sports included the Company’s suite license arrangements and venue signage and sponsorship agreements entered into by the Company and sales of in-venue food and beverages are recorded on a gross basis. MSG Sports’ share of the Company’s revenue related to such arrangements is recognized as a component of direct operating expenses. After the Entertainment Distribution, revenue sharing expenses include MSG Sports’ share of the Company’s suite license arrangements and certain venue signage agreements entered into by the Company, as well as profit sharing expenses related to in-venue food and beverage sales with MSG Sports in connection with the Arena License Agreements. Allocation of Charges for Venue Usage to MSG Sports For purposes of the Company’s combined financial statements prior to the Entertainment Distribution, the Company allocated to MSG Sports certain expenses for the usage of The Garden, which were reported as a reduction of direct operating expense in the accompanying consolidated and combined statements of operations. After the Entertainment Distribution, fees recognized by the Company under the Arena License Agreements with MSG Sports for use of The Garden are reported as operating lease revenues in accordance with ASC Topic 842, Leases . Because The Garden was closed by government mandate, the Company did not recognize operating lease revenue under the Arena License Agreements for the three months ended September 30, 2020. Starting December 2020, The Garden reopened for games of the Knicks and the Rangers and the Company recorded $21,345 of revenues under the Arena License Agreements for Fiscal Year 2021. In addition, the Company recorded $9,055 of a credit to direct operating expenses as a reimbursement under the Arena License Agreements for Fiscal Year 2021. Corporate General and Administrative Expenses, net — MSG Sports Prior to the Entertainment Distribution, allocations of corporate overhead and shared services expense were recorded by both the Company and MSG Sports for corporate and operational functions based on direct usage or the relative proportion of revenue, headcount or other measures of the Company or MSG Sports. The Company’s corporate overhead expenses primarily related to centralized functions, including executive management, finance, treasury, tax, internal audit, legal, information technology, human resources and risk management functions. After the Entertainment Distribution, corporate general and administrative expenses, net – MSG Sports primarily reflects charges from the Company to MSG Sports pursuant to the TSA of $36,365 and $7,005 for Fiscal Year 2021 and Fiscal Year 2020, respectively. Corporate General and Administrative Expenses, net - MSG Networks The Company’s corporate overhead expenses that are charged to MSG Networks are primarily related to centralized functions, including information technology, accounts payable, payroll, tax, human resources, insurance and risk management, investor relations, corporate communications, benefit plan administration and reporting and internal audit, as well as certain executive support services. For Fiscal Year 2021, Fiscal Year 2020 and Fiscal Year 2019, Corporate general and administrative expense, net - MSG Networks primarily reflects charges from the Company to MSG Networks under the MSG Networks Services Agreement of $9,616, $9,910 and $10,467, respectively. Advertising Expenses The Company incurs advertising expenses for services rendered by its related parties, primarily MSG Networks, most of which are related to the utilization of advertising and promotional benefits by the Company. Other Operating Expenses, net The Company and its related parties enter into transactions with each other in the ordinary course of business. Amounts charged to the Company for other transactions with its related parties are net of amounts charged by the Company to the Knickerbocker Group, LLC, an entity owned by James L. Dolan, the Executive Chairman, Chief Executive Officer and a director of the Company, for office space equal to the allocated cost of such space and the cost of certain technology services. In addition, other operating expenses include net charges relating to (i) reciprocal aircraft arrangements between the Company and each of Q2C and CFD and (ii) time sharing agreements with MSG Networks and AMC Networks. Nonoperating Expense Miscellaneous expense, net includes a contributory charge to MSG Sports related to the participation of MSG Sports and corporate employees in the Shared Plans and Postretirement Plan, of $178 and $451 for Fiscal Year 2020 and Fiscal Year 2019, respectively. Cash Management MSG Sports uses a centralized approach to cash management and financing of operations. Prior to the Entertainment Distribution, the Company’s and other MSG Sports’ or MSG Sports subsidiaries’ cash was available for use and was regularly “swept” historically. Transfers of cash both to and from MSG Sports were included as components of MSG Sports. Investment on the combined statements of divisional equity and redeemable noncontrolling interests. The main components of the net transfers (to)/from MSG Sports are cash pooling/general financing activities, various expense allocations to/from MSG Sports, and receivables/payables from/to MSG Sports deemed to be effectively settled upon the distribution of the Company by MSG Sports. Madison Square Garden Sports Investment All significant balances and transactions among the Company and MSG Sports and its subsidiaries, which include allocations of corporate general and administrative expenses, share-based compensation expense and other historical intercompany activities, are recorded as components of Divisional Equity. As the books and records of the Company were not kept on a separate basis from MSG Sports, the determination of the average net balance due to or from MSG Sports is not practicable. |
Segment Information
Segment Information | 12 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information As of June 30, 2021, the Company was comprised of two reportable segments: Entertainment and Tao Group Hospitality. In determining its reportable segments, the Company assessed the guidance of ASC 280-10-50-1, which provides the definition of a reportable segment. In accordance with the FASB’s guidance, the Company takes into account whether two or more operating segments can be aggregated together as one reportable segment as well as the type of discrete financial information that is available and regularly reviewed by its chief operating decision maker. The Company has evaluated this guidance and determined that there are two reportable segments. In addition, the Company incurs non-capitalizable content development and technology costs associated with the Company’s MSG Sphere initiative, which are reported in “Entertainment”. In addition to event-related operating expenses, Entertainment also includes other expenses such as (a) corporate and supporting department operating costs that are attributable to the Sphere Development and (b) non-event related operating expenses for the Company’s venues such as (i) rent for the Company’s leased venues, (ii) real estate taxes, (iii) insurance, (iv) utilities, (v) repairs and maintenance, (vi) labor related to the overall management of the venues, and (vii) depreciation and amortization expense related to the Company’s performance venues and certain corporate property, equipment and leasehold improvements. Additionally, the Company does not allocate any purchase accounting adjustments related to business acquisitions to the reporting segments. Following the closing of the Merger on July 9, 2021, the Company has a third segment, MSG Networks. The Company evaluates segment performance based on several factors, of which the key financial measure is operating income (loss) before (i) adjustments to remove the impact of non-cash straight-line leasing revenue associated with the Arena License Agreements with MSG Sports, (ii) depreciation, amortization and impairments of property and equipment, goodwill and other intangible assets, (iii) amortization for capitalized cloud computing arrangement costs (see Note 2. Summary of Significant Accounting Policies for further details), (iv) share-based compensation expense or benefit, (v) restructuring charges or credits, and (vi) gains or losses on sales or dispositions of businesses and associated settlements, which is referred to as adjusted operating income (loss), a non-GAAP measure. In addition to excluding the impact of the items discussed above, the impact of purchase accounting adjustments related to business acquisitions is also excluded in evaluating the Company’s consolidated and combined adjusted operating income (loss). Because it is based upon operating income (loss), adjusted operating income (loss) also excludes interest expense (including cash interest expense) and other non-operating income and expense items. Management believes that the exclusion of share-based compensation expense or benefit allows investors to better track the performance of the various operating units of the Company’s business without regard to the settlement of an obligation that is not expected to be made in cash. In addition, the Company believes that given the length of the arena license agreements and resulting magnitude of the difference in leasing revenue recognized and cash revenue received, the exclusion of non-cash leasing revenue provides investors with a clearer picture of the Company's operating performance. 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, 2021 Entertainment Tao Group Hospitality Purchase accounting adjustments Inter-segment eliminations Total Revenues $ 82,281 $ 100,166 $ — $ (2,046) $ 180,401 Direct operating expenses 103,089 66,591 3,334 (1,090) 171,924 Selling, general and administrative expenses 268,705 54,034 — (25) 322,714 Depreciation and amortization 80,142 8,955 25,567 — 114,664 Restructuring charges 21,299 — — — 21,299 Operating loss (390,954) (29,414) (28,901) (931) (450,200) Loss in equity method investments (6,858) Interest income 1,273 Interest expense (35,098) Miscellaneous income, net (a) 51,062 Loss from operations before income taxes $ (439,821) Reconciliation of operating loss to adjusted operating loss: Operating loss $ (390,954) $ (29,414) $ (28,901) $ (931) $ (450,200) Add back: Non-cash portion of arena license fees from MSG Sports (13,026) — — — (13,026) Share-based compensation expense 47,633 5,284 — — 52,917 Depreciation and amortization 80,142 8,955 25,567 — 114,664 Restructuring charges 21,299 — — — 21,299 Other purchase accounting adjustments — — 3,334 — 3,334 Adjusted operating loss $ (254,906) $ (15,175) $ — $ (931) $ (271,012) Other information: Capital expenditures (b) $ 448,962 $ 3,192 $ — $ — $ 452,154 Year ended June 30, 2020 Entertainment Tao Group Hospitality Purchase accounting adjustments Inter-segment eliminations Total Revenues $ 585,208 $ 180,201 $ — $ (2,473) $ 762,936 Direct operating expenses 388,643 116,638 4,361 (1,520) 508,122 Selling, general and administrative expenses 282,043 63,049 6 (461) 344,637 Depreciation and amortization 84,289 8,156 12,454 — 104,899 Impairment for intangibles, long-lived assets, and goodwill — 94,946 10,871 — 105,817 Gain on disposal of assets held for sale (240,783) — — — (240,783) Operating income (loss) 71,016 (102,588) (27,692) (492) (59,756) Loss in equity method investments (4,433) Interest income 17,993 Interest expense (2,300) Miscellaneous income, net (a) 38,855 Loss from operations before income taxes $ (9,641) Reconciliation of operating income (loss) to adjusted operating income (loss): Operating income (loss) $ 71,016 $ (102,588) $ (27,692) $ (492) $ (59,756) Add back: Share-based compensation expense 41,227 963 — — 42,190 Depreciation and amortization 84,289 8,156 12,454 — 104,899 Impairment for intangibles, long-lived assets, and goodwill — 94,946 10,871 — 105,817 Gain on disposal of assets held for sale (240,783) — — — (240,783) Other purchase accounting adjustments — — 4,367 — 4,367 Adjusted operating income (loss) $ (44,251) $ 1,477 $ — $ (492) $ (43,266) Other information: Capital expenditures (b) $ 448,944 $ 3,482 $ — $ — $ 452,426 Year ended June 30, 2019 Entertainment Tao Group Hospitality Purchase accounting adjustments Inter-segment eliminations Total Revenues $ 797,058 $ 253,651 $ — $ (1,800) $ 1,048,909 Direct operating expenses 513,305 153,969 4,240 (873) 670,641 Selling, general and administrative expenses 239,321 75,529 524 (852) 314,522 Depreciation and amortization 87,005 6,437 15,901 — 109,343 Operating income (loss) (42,573) 17,716 (20,665) (75) (45,597) Equity in earnings of equity method investments 7,062 Interest income 30,163 Interest expense (15,262) Miscellaneous expense, net (a) (6,061) Loss from operations before income taxes $ (29,695) Reconciliation of operating income (loss) to adjusted operating income (loss): Operating income (loss) $ (42,573) $ 17,716 $ (20,665) $ (75) $ (45,597) Add back: Share-based compensation expense 35,264 137 — — 35,401 Depreciation and amortization 87,005 6,437 15,901 — 109,343 Other purchase accounting adjustments — — 4,764 — 4,764 Adjusted operating income (loss) $ 79,696 $ 24,290 $ — $ (75) $ 103,911 Other information: Capital expenditures (b) $ 168,981 $ 15,021 $ — $ — $ 184,002 _________________ (a) Miscellaneous income (expense), net includes the followings: Years Ended June 30, 2021 2020 2019 Realized and unrealized gain (loss) on equity investments with readily determinable fair value, see Note 8 for further detail. $ 51,178 $ 37,628 $ (3,497) Non-service cost components of net periodic pension and postretirement benefit costs (264) (1,239) (2,276) Dividend income from equity investments — 722 1,202 Loss on extinguishment of debt associated with Tao Group Hospitality — — (3,977) Measurement alternative adjustments for equity investments without readily determinable fair value — (532) 3,340 Others, net, primarily reflects the impact of Tao Group Hospitality three-month lag elimination in Fiscal Year 2020. 148 2,276 (853) $ 51,062 $ 38,855 $ (6,061) See Note 15 for further details on the non-service cost components of net periodic pension and postretirement benefit cost. (b) The Entertainment segment includes capital expenditures associated with the MSG Sphere in Las Vegas of $389,643, $380,258, and $93,334 for Fiscal Year 2021, Fiscal Year 2020 and Fiscal Year 2019, respectively. See Note 4. Revenue Recognition — Disaggregation of Revenue for disclosure related to the Company’s revenues by type of goods or services in accordance with the required entity-wide disclosure requirements per FASB ASC Subtopic 280-10-50-38 for Fiscal Year 2021, Fiscal Year 2020 and Year 2019. Substantially all revenues and assets of the Company’s reportable segments are attributed to or located in the United States. A majority of the Company’s revenues and assets are concentrated in the New York City metropolitan area. |
Concentration of Risk
Concentration of Risk | 12 Months Ended |
Jun. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
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. The Company did not have any non-affiliated customer that represented 10% or more of its consolidated and combined revenues for Fiscal Year 2021, Fiscal Year 2020 and Fiscal Year 2019. In addition, the Company did not have a single non-affiliated customer that represented 10% or more of its consolidated accounts receivable as of June 30, 2021 and 2020. As of June 30, 2021, approximately 1,900 full-time and part-time employees, who represent approximately 33% of the Company’s workforce, are subject to CBAs. Approximately 52% are subject to CBAs that expired as of June 30, 2021 and approximately 11% are subject to CBAs that will expire by June 30, 2022 if they are not extended prior thereto. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Subsequent Events Radio City Music Hall Lease On July 1, 2021, Radio City Productions LLC (“Radio City Productions”), a wholly owned subsidiary of the Company, and RCPI Landmark Properties, L.L.C. (“RCPI”) entered into the sixth amendment (the “Lease Amendment”) to a lease agreement dated December 4, 1997, as amended, pursuant to which Radio City Productions leases Radio City Music Hall and ancillary spaces (the “RCMH Lease”). The Lease Amendment extends the term of the RCMH Lease, which was previously set to expire in February 2023, until August 31, 2038 for all spaces covered by the prior Lease other than the Retail Space (as defined in the RCMH Lease), with an option to renew for an additional 10 years at Fair Market Value (as defined under the Lease Amendment) by providing notice to RCPI. The Lease Amendment also modifies the fixed rent payable, commencing on March 1, 2023, with a six-month rent abatement period as long as Radio City Productions is not in default under the RCMH Lease. The Lease Amendment also provides for certain building improvements to be carried out by the parties and funded by RCPI up to certain amounts specified in the Lease Amendment. The term of the Lease with respect to the Retail Space will expire as of February 28, 2023. Total incremental lease payments under the Lease Amendment will be $233,000. Merger with MSG Networks On July 9, 2021, the Company completed its previously announced acquisition of MSG Networks, See Note 1 for more information regarding the Merger. |
SCHEDULE II VALUATION AND QUALI
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Jun. 30, 2021 | |
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, 2021 Allowance for doubtful accounts / credit losses $ (9,135) $ (468) $ — $ 4,026 $ (5,577) (a) Deferred tax valuation allowance (34,646) (123,011) (3,929) — (161,586) $ (43,781) $ (123,479) $ (3,929) $ 4,026 $ (167,163) Year ended June 30, 2020 Allowance for doubtful accounts / credit losses $ (1,814) $ (9,945) $ — $ 2,624 $ (9,135) Deferred tax valuation allowance (117,679) 13,352 69,681 (b) — (34,646) $ (119,493) $ 3,407 $ 69,681 $ 2,624 $ (43,781) Year ended June 30, 2019 Allowance for doubtful accounts / credit losses $ (777) $ (1,456) $ — $ 419 $ (1,814) Deferred tax valuation allowance (131,104) (375) 13,800 — (117,679) $ (131,881) $ (1,831) $ 13,800 $ 419 $ (119,493) _________________ (a) Allowance for credit losses as of June 30, 2021 did not include balances associated with the acquisition of Hakkasan in April 2021 in accordance with ASC 805-20-30-4. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Combination | Principles of Consolidation and Combination For the periods prior to the Entertainment Distribution, the combined financial statements included assets and liabilities that were historically held at Former Parent’s corporate level but were specifically identifiable or otherwise attributable to the Company. All intercompany transactions between the Company and Former Parent have been included in the combined financial statements as components of MSG Sports Corp.’s investment. All significant intracompany transactions and accounts within the Company’s financial statements have been eliminated. In addition, expenses related to corporate allocations prior to the Entertainment Distribution were considered to be effectively settled in the combined financial statements at the time the transaction was recorded, with the offset recorded against MSG Sports’ investment. |
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 if the consideration is non-cash, 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 and combined 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 and combined balance sheets between liabilities and equity, as redeemable noncontrolling interests. In addition, the consolidated and combined financial statements of the Company include accounts from Tao Group Hospitality (including the acquisition of Hakkasan in April 2021, see Note 3 for further details) and BCE, in which the Company has controlling voting interests. The Company’s consolidation criteria are based on authoritative accounting guidance for voting interest, controlling interest or variable interest entities. Tao Group Hospitality and BCE are consolidated with the equity owned by other shareholders shown as redeemable or nonredeemable noncontrolling interests in the accompanying combined balance sheets, and the other shareholders’ portion of net earnings (loss) and other comprehensive income (loss) shown as net income (loss) or comprehensive income (loss) attributable to redeemable or nonredeemable noncontrolling interests in the accompanying consolidated and combined statements of operations and consolidated and combined statements of comprehensive income (loss), respectively. On January 31, 2017, the Company acquired a controlling interest in Tao Group Hospitality. In accordance with FASB ASC Topic 805, Business Combinations (“ASC Topic 805”), and ASC Topic 810, Consolidation (“ASC Topic 810”) the financial position of Tao Group Hospitality has been consolidated with the Company’s consolidated balance sheets as of June 30, 2021 and 2020. |
Use of Estimates | Use of Estimates The preparation of the accompanying consolidated and combined financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the provision for credit losses, valuation of investments, goodwill, intangible assets, other long-lived assets, tax accruals and other liabilities. In addition, estimates are used in revenue recognition, income tax expense, performance and share-based compensation, depreciation and amortization, litigation matters and other matters, as well as in the valuation of contingent consideration and noncontrolling interests resulting from business combination transactions. Management believes its use of estimates in the financial statements to be reasonable. Management evaluates its estimates on an ongoing basis using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time and as such these estimates may ultimately differ from actual results. Changes in estimates resulting from weakness in the economic environment or other factors beyond the Company’s control could be material and would be reflected in the Company’s financial statements in future periods. |
Revenue Recognition | Revenue Recognition See Note 4 for details of accounting policies related to revenue recognition and other disclosures required under ASC Topic 606, Revenue from Contracts with Customers . Contracts with Customers For the years ended June 30, 2021, 2020 and 2019, all revenue recognized in the consolidated and combined statements of operations is considered to be revenue from contracts with customers in accordance with ASC Topic 606 except for $24,325 of revenues from (i) Arena License Agreements, (ii) leases, and (iii) subleases, which are accounted for in accordance with ASC Topic 842 for Fiscal Year 2021. In Fiscal Year 2021, the Company did not have any material provision for credit losses on receivables or contract assets arising from contracts with customers. The allowance for credit losses associated with contracts with customers was $5,577 and $9,135 as of June 30, 2021 and 2020, respectively. The net decrease in allowance for credit losses in Fiscal Year 2021 was due to a net accounts receivable write off of $4,026, partially offset by an increase in provisions for credit losses of $468. 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. In connection with the Entertainment Distribution, the Company entered into Arena License Agreements with MSG Sports that require the Knicks and the Rangers to play their home games at The Garden. These agreements also provide for the provision of certain services by the Company to MSG Sports in connection with MSG Sports events that are held at The Garden and include revenue-sharing provisions for certain agreements entered into by the Company and MSG Sports. The Arena License Agreements contain both lease and non-lease components. The revenue to be recognized with respect to the lease components of the Arena License Agreements is accounted for as operating lease revenue in accordance with ASC 842 - Leases. The non-lease components are accounted for in accordance with ASC Topic 606 as further discussed below. Arrangements with Multiple Performance Obligations The Company enters into arrangements with multiple performance obligations, such as multi-year sponsorship agreements which may derive revenues for both the Company as well as MSG Sports within a single arrangement. The Company also derives revenue from similar types of arrangements which are entered into by 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 The Garden and the Company’s other venues, digital advertising, 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. Revenue for the Company’s suite license arrangements is recorded on a gross basis, as the Company is the principal in such transactions and controls the related goods or services before transfer to the customer. MSG Sports is entitled to a share of the Company’s suite license revenue pursuant to the terms of the Arena License Agreements, which is recognized in the consolidated and combined statements of operations as a component of direct operating expenses. For sponsorship agreements entered into by the Company or by MSG Sports that contain performance obligations satisfied solely by the Company, revenue is generally recorded on a gross basis as the Company is the principal with respect to such performance obligations and controls the related goods or services before transfer to the customer. In accordance with the Arena License Agreements, MSG Sports is entitled to a share of the revenue generated from certain signage performance obligations where the Company is the principal. The Company records this signage revenue on a gross basis and MSG Sports’ share of such revenue as a component of direct operating expenses within the combined statement of operations. For Fiscal Years 2021, 2020 and 2019, the Company recorded revenue-sharing expense of $1,025, $110,002, and $145,723, respectively, for MSG Sports’ share of the Company’s revenues from (i) suite license, (ii) certain signage and sponsorship, and (iii) food and beverage based upon the provisions of the underlying contractual arrangements for the period subsequent to the Entertainment Distribution, and on the basis of direct usage when specifically identified or allocated proportionally for all prior periods. In connection with the Entertainment Distribution, the Company entered into advertising sales representation agreements with certain subsidiaries of MSG Sports. Pursuant to these agreements, the Company has the exclusive right and obligation to sell sponsorship assets on behalf of the respective subsidiaries of MSG Sports. The Company is entitled to both fixed and variable commissions under the terms of these agreements. The Company recognizes the fixed component ratably over the term of the arrangement which corresponds with the Company’s satisfaction of its service-based performance obligations. Variable commissions are earned and recognized as the related sponsorship performance obligations are satisfied by MSG Sports. The Company is not the principal in such arrangements as it does not control the related goods or services prior to transfer to the customer. Since the Company acts as an agent under these arrangements, the Company recognizes the advertising commission revenue on a net basis. The Company is also party to an advertising sales representation agreement with MSG Networks. Pursuant to the agreement, the Company has the exclusive right and obligation to sell advertising on behalf of MSG Networks. The Company is entitled to and earns commission revenue as the advertisements are aired on MSG Networks. Since the Company acts as an agent, the Company recognizes the advertising commission revenue on a net basis. In connection with the Merger with MSG Networks, these revenues will be eliminated retrospectively on a consolidated basis beginning Fiscal Year 2022. The Company’s revenue recognition policies that summarize the nature, amount, timing and uncertainty associated with each of the Company’s revenue sources are discussed further in each respective segment discussion below. Entertainment Segment The Company earns event related revenues principally from the sale of tickets for events that the Company produces or promotes/co-promotes, and from venue license fees charged to third-party promoters for events held at the Company’s venues that the Company does not produce or promote/co-promote. The Company’s performance obligations with respect to event-related revenues from the sale of tickets, venue license fees from third-party promoters, sponsorships, concessions and merchandise are satisfied at the point of sale or as the related event occurs. As a result of the agreements entered into in connection with the Entertainment Distribution, the Company also earns revenue from the provision of various event-related services that are incremental to MSG Sports’ general use of The Garden. The Company’s performance obligations with respect to these event-related services are satisfied as the related event occurs. The Company’s revenues also include revenue from the license of The Garden’s suites. Suite license arrangements are generally multi-year fixed-fee arrangements that include annual fee increases. Payment terms for suite license arrangements can vary by contract, but payments are generally due in installments prior to each license year. The Company’s performance obligations under such arrangements is to provide the licensee with access to the suite when events occur at The Garden. The population of events generally includes both the Company’s events as well as MSG Sports’ events. The Company accounts for the performance obligation under these types of arrangements as a series and, as a result, the related suite license fees for all years during the license term are aggregated and revenue is recognized proportionately over the license period as the Company satisfies the related performance obligation. Progress toward satisfaction of the Company’s annual suite license performance obligations is measured as access to the suite is provided to the licensee for each event throughout the contractual term of the license. The Company also earns revenues from the sale of advertising in the form of venue signage and other forms of sponsorship, which are not related to any specific event of the Company or MSG Sports. The Company’s performance obligations with respect to this advertising are satisfied as the related benefits are delivered over the term of the respective agreements. The Company’s advertising sales representation commissions are reported within the Entertainment segment. 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 on the accompanying consolidated and combined balance sheet. Tao Group Hospitality Segment Revenues from dining, nightlife and hospitality offerings through Tao Group Hospitality are recognized when food, beverages and/or services are provided to the customer as that is the point in which the related performance obligation is satisfied. In addition, management fee revenues which are earned in accordance with specific venue management agreements are recorded over the period in which the management services are performed as that reflects the measure of progress toward satisfaction of the Company’s venue management performance obligations. |
Direct Operating Expenses | Direct Operating Expenses Direct operating expenses include, but are not limited to, event costs related to the presentation and production of the Company’s live entertainment and sporting events, revenue sharing expenses associated with signage, sponsorship and suite license fee revenue and in-venue food and beverage sales that are attributable to MSG Sports and venue lease, maintenance, and other operating expenses. In addition, for periods prior to the Entertainment Distribution Date, the direct operating expenses also included revenue sharing expenses associated with the venue-related signage, sponsorship, and suite license fee revenues that are attributable to MSG Sports (See Note 4 for further details) and an allocation of charges for venue usage to MSG Sports for hosting home games of the Knicks and the Rangers at The Garden. |
Direct operating expense Original Productions | Production Costs for the Company’s Original ProductionsThe Company defers certain costs of productions such as creative design, scenery, wardrobes, rehearsal and other related costs for the Company’s proprietary shows. Deferred production costs are amortized on a straight-line basis over the course of a production’s performance period using the expected life of a show’s assets. Deferred production costs are subject to recoverability assessments whenever there is an indication of potential impairment |
Allocation of Charges for Venue Usage to MSG Sports Corp. | Allocation of Charges for Venue Usage to MSG Sports For periods prior to the Entertainment Distribution Date, the Company’s combined financial statements included expenses associated with the ownership, maintenance, and operation of The Garden, which the Company and MSG Sports use in their respective operations. The Knicks and Rangers are the primary recurring occupants of The Garden, playing their home games at The Garden. The number of home games increases if the Knicks and Rangers qualify for the playoffs. Historically, the Company did not charge rent expense to MSG Sports for use of The Garden. However, for purposes of the Company’s |
Advertising Expenses | Advertising ExpensesAdvertising costs are typically charged to expense when incurred, however, advertising for productions and other live entertainment events are generally deferred within interim periods and expensed over the run of the show, but by no later than the end of the fiscal year. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC Topic 740”). 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 For periods prior to the Entertainment Distribution Date, the Company’s employees participated in MSG Sports’ share-based compensation plans. Share-based compensation expense has been attributed to the Company based on the awards and terms previously granted to MSG Sports’ employees. For purposes of the combined financial statements, an allocation of share-based compensation expense related to corporate employees was recorded in addition to the expense attributed to the Company’s direct employees. The allocated expense includes both directors and corporate executives of MSG Sports, allocated using a proportional allocation method which management has deemed to be reasonable. Following the Entertainment Distribution, 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. |
Earnings (Loss) Per Common Share | Earnings (Loss) Per Common Share On the Entertainment Distribution Date, 23,992 shares of the Company’s Class A Common Stock were distributed to MSG Sports’ stockholders as of the Record Date and were outstanding as of April 17, 2020. This share amount was being utilized for the calculation of basic earnings (loss) per common share (“EPS”) for the periods prior to the Entertainment Distribution because the Company was a wholly-owned subsidiary of MSG Sports prior to the Entertainment Distribution Date. In addition, the computation of diluted earnings per share equals the basic earnings (loss) per common share calculation since there was no stock trading information available to compute the dilutive effect of shares issuable under share-based compensation plans needed under the treasury method in accordance with ASC Topic 260, Earnings Per Share . In connection with the Entertainment Distribution, the Company entered into amended employment agreements with the redeemable noncontrolling interest holders of Tao Group Hospitality in the fourth quarter of Fiscal Year 2020, which provided the noncontrolling interest holders with put rights that could require the Company to purchase the remaining noncontrolling interest. In addition, in accordance with the transaction agreement related to the acquisition of Hakkasan in April 2021, the noncontrolling interest holders of the acquiree are provided with put rights that could require the Company to purchase the remaining noncontrolling interest. Upon the exercise of the put rights by the noncontrolling interest holders, the price to be paid for redeemable noncontrolling interests is the current fair market value of the redeemable noncontrolling interest, subject to a minimum price (“floor”). In accordance with ASC 480, Distinguishing Liabilities From Equity , the Company elected to apply the Equity Classification — Entire Adjustment Method which treats the entire adjustment for the redeemable noncontrolling interests to an amount other than fair value using retained earnings (or additional paid-in capital in absence of retained earnings). The adjustments to retained earnings are not a component of net income attributable to the Company’s common stockholders, rather than the adjustment to the control number (numerator) of the EPS computation. See Note 6 for the adjustment of redeemable noncontrolling interest to redemption value in the computation of earnings per share. For the periods after the Entertainment Distribution Date, basic 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 (see Note 16) only in the periods in which such effect would have been dilutive. For the periods when a net loss is reported, the computation of diluted EPS equals the basic EPS calculation since common stock equivalents were antidilutive due to losses from continuing operations. |
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 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. For example, the Company has deposited cash in an interest-bearing escrow account as credit support and collateral to its 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. Changes in restricted cash are reflected on the accompanying consolidated and combined statement of cash flows in accordance with ASU No. 2016-18, Statement of Cash Flows (Topic 230) |
Short-Term Investments | Short-Term Investments Short-term investments as of June 30, 2020 consisted of 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. The Company classified its short-term investments at the time of purchase as “held-to-maturity” and re-evaluated its classification quarterly based on whether the Company had the intent and ability to hold until maturity. Short-term investments, which were recorded at cost and adjusted for accrued interest, approximate fair value. Cash inflows and outflows related to the sale and purchase of short-term investments are classified as investing activities in the Company’s consolidated and combined statements of cash flows. |
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 analysis of receivables aging, specific identification of certain receivables that are at risk of not being paid, past collection experience and other factors. |
Investments in and Loans to Nonconsolidated Affiliates | Investments in to Nonconsolidated Affiliates and Equity Securities The Company’s investments in nonconsolidated affiliates 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, companies are required to allocate 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 equity in earnings (loss) of nonconsolidated affiliates on the Company’s consolidated and combined statements of operations. Dividends received from the investee reduce the carrying amount of the investment. Due to the timing of receiving financial information from 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. In addition to the equity method investments, the Company also has other equity investments with and 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 Miscellaneous income (expense), net in the accompanying consolidated and combined statement of operations. For equity investments with readily determinable fair values, changes in the fair value of those investments are measured monthly and are recorded within Miscellaneous income (expense), net in the accompanying consolidated and combined statement of operations. Impairment of Investments The Company reviews its investments at least quarterly 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. See Note 8 for further discussion of impairments of investments. |
Long-Lived and Indefinite-Lived Assets | Long-Lived and Indefinite-Lived Assets The Company’s long-lived and indefinite-lived assets consist of property and equipment, right-of-use assets, goodwill, indefinite-lived intangible assets, and amortizable intangible assets. Property and equipment is stated at cost. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets or, with respect to leasehold improvements, amortized over the shorter of the lease term or the asset’s estimated useful life. 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. In July 2013, the permit for The Garden was renewed for ten years and these financial statements have been prepared assuming further renewal of that permit. Identifiable intangible assets with finite useful lives are amortized on a straight-line basis over their respective estimated useful lives. Goodwill and identifiable intangible assets that have indefinite useful lives are not amortized. Impairment of Long-Lived and Indefinite-Lived Assets In assessing the recoverability of the Company’s long-lived and indefinite-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 as well as the magnitude of any such charge. Fair value estimates are made at a specific point in time, based on relevant information. These estimates are subjective in nature and involve significant uncertainties and judgments and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. If these estimates or material related assumptions change in the future, the Company may be required to record impairment charges related to its long-lived and/or indefinite-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 first step of the goodwill impairment test is used to 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. Subsequent to the adoption of ASU No. 2017-04 in the third quarter of Fiscal Year 2020, the amount of an impairment loss is measured as the amount by which a reporting unit’s carrying value exceeds its fair value determined in step one, not to exceed the carrying amount of goodwill. Prior to the adoption of ASU No. 2017-04, if the carrying amount of a reporting unit exceeded its fair value, the second step of the goodwill impairment test was performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compared the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeded the implied fair value of that goodwill, an impairment loss was recognized in an amount equal to that excess. The implied fair value of goodwill was determined in the same manner as the amount of goodwill that would be recognized in a business combination. The Company performs its goodwill impairment test at the reporting unit level, which is one level below the operating segment level. The Company has two operating and reportable segments, Entertainment and Tao Group Hospitality, consistent with the way management makes decisions and allocates resources to the business. For Fiscal Years 2021 and 2020, the Company had two reporting units for goodwill impairment testing purposes: Entertainment and Tao Group Hospitality. During the first quarter of Fiscal Year 2021, the Company performed its annual impairment test of goodwill and determined that there were no impairments of goodwill identified for any of its reporting units as of the impairment test date. As a result of operating disruptions due to the COVID-19 pandemic beginning in the third quarter of Fiscal Year 2020, the Company’s projected cash flows were directly impacted. These disruptions along with the deteriorating macroeconomic conditions and industry/market considerations, were considered a “triggering event” for the Tao Group Hospitality reporting unit at the end of the third quarter of Fiscal Year 2020, which required the Company to assess the carrying value of Tao Group Hospitality’s intangible assets, long-lived assets and goodwill, in that order, in accordance with ASC Subtopic 350-30, for impairment. Based on this evaluation, the Company recorded a non-cash goodwill impairment charge of $88,583 during Fiscal Year 2020 for the Tao Group Hospitality reporting unit. See Note 11 for more information regarding the changes of the Company’s goodwill. Identifiable indefinite-lived intangible assets are tested annually for impairment as of August 31 st and at any time upon the occurrence of certain events or substantive 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. In the qualitative assessment, the Company must evaluate the totality of qualitative factors, including any recent fair value measurements, that impact whether an indefinite-lived intangible asset other than goodwill has a carrying amount that more likely than not exceeds its fair value. The Company must proceed to conducting a quantitative analysis if the Company (i) determines that such an impairment is more likely than not to exist, or (ii) foregoes the qualitative assessment entirely. Under the quantitative assessment, the impairment test for identifiable indefinite-lived intangible assets consists of a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, then an impairment loss is recognized in an amount equal to that excess. The Company generally determines the fair value of an indefinite-lived intangible asset using an income approach, such as the relief from royalty method, in instances when it does not perform the qualitative assessment of the intangible asset. |
Contingencies | 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. Contingent Consideration Some of the Company’s acquisition agreements 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 “Other accrued 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 As more fully described in Note 15, certain employees of the Company participate in defined benefit pension plans (“Shared Plans”) sponsored by the Company, which also have historically included participants of MSG Sports. The Company accounted for the Shared Plans under the guidance of ASC 715, Compensation — Retirement Benefits . Accordingly, the Company recorded an asset or liability to recognize the funded status of the Shared Plans (other than multiemployer plans), as well as a liability only for any required contributions to the Shared 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. For the Shared Plans’ liabilities, the combined financial statements reflected the full impact of such plans on both the combined statements of operations and combined balance sheets. The pension expense related to employees of MSG Sports participating in any of the Shared Plans is reflected as a contributory credit from the Company to MSG Sports, resulting in a decrease to the expense recognized in the combined statements of operations. The plan that was sponsored by the Company and did not include participants of MSG Sports (“Direct Plan”) was accounted for as a defined benefit pension plan. Accordingly, the funded and unfunded position of the Direct Plan was recorded in the Company’s combined balance sheets, as well as all costs related to the Direct Plan which are recorded in the combined statements of operations for periods prior to the Entertainment Distribution Date. Actuarial gains and losses that have not yet been recognized through the consolidated and combined statements of operations are recorded in accumulated other comprehensive income (loss) until they are amortized as a component of net periodic benefit cost through other comprehensive income (loss). |
Fair Value Measurement | 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 and combined 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. |
Recently Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements Recently Adopted Accounting Pronouncements In June 2016 , the FASB issued Accounting Standards Update (“ ASU ”) No. 2016-13, Financial Instruments — Credit Losses. ASU No. 2016-13 replaced the incurred loss impairment methodology in previous GAAP with a methodology that requires the reflection of expected credit losses and consideration of a broader range of reasonable and supportable information to determine credit loss estimates at inception. In May 2019, the FASB issued ASU No. 2019-05, Targeted Transition Relief, which amends ASC Topic 326 to provide an option to irrevocably elect to measure certain individual financial assets at fair value instead of amortized cost. In November 2019, FASB issued ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments — Credit Losses , to provide clarification guidance in a number of areas, including: (i) expected recoveries for purchased financial assets with credit deterioration, (ii) transition relief for troubled debt restructuring, (iii) disclosures related to accrued interest receivables, and (iv) financial assets secured by collateral maintenance provisions. For most financial instruments, the standard requires the use of a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses, which will generally result in the earlier recognition of credit losses on financial instruments. In February 2020, the FASB issued ASU No. 2020-02, Financial Instruments — Credit Losses and Leases, which includes amendments pursuant to SEC Staff Accounting Bulletin No. 119. This standard was adopted by the Company in the first quarter of Fiscal Year 2021. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements and certain disclosures. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement as part of the FASB’s broader disclosure framework project. ASU No. 2018-13 removes, modifies and adds certain disclosures providing greater focus on requirements that clearly communicate the most important information to the users of the financial statements with respect to fair value measurements. Most of the disclosure requirements in ASU No. 2018-13 are required to be applied on a retrospective basis except for the guidance related to (i) unrealized gains and losses included in other comprehensive income, (ii) disclosure related to range and weighted average Level 3 unobservable inputs and (iii) narrative disclosure requirements on measurement uncertainty, which are required to be applied on a prospective basis. This standard was adopted by the Company in the first quarter of Fiscal Year 2021. The adoption of the standard did not have an impact on the Company’s disclosures in its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans — General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans. ASU No. 2018-14 removes certain disclosures that are not considered cost beneficial, clarifies certain required disclosures and adds additional disclosures. This standard was adopted by the Company in the first quarter of Fiscal Year 2021. The adoption of the standard did not have an impact on the Company’s disclosures in its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles — Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract . ASU No. 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance also specifies that the balance sheet, income statement, and statement of cash flows presentation of capitalized implementation costs and the related amortization should align with the presentation of the hosting (service) element of the arrangement. This standard was adopted by the Company in the first quarter of Fiscal Year 2021. The adoption of the standard did not have an impact on the Company’s consolidated financial statements. However, to the extent future costs incurred in a cloud computing arrangement are capitalizable, the corresponding amortization will be included in “Direct operating expenses” or “Selling, general and administrative expenses” in the consolidated statements of operations depending on the nature of the related arrangement, rather than “Depreciation and amortization.” In November 2018, the FASB issued ASU No. 2018-17, Targeted Improvements to Related Party Guidance for Variable Interest Entities . ASU No. 2018-17 amends the variable interest entities (“VIE”) guidance to align the evaluation of a decision maker’s or service provider’s fee in assessing a variable interest with the guidance in the primary beneficiary test. Specifically, indirect interests held by a related party that is under common control are to be considered on a proportionate basis, rather than in their entirety, when assessing whether the fee qualifies as a variable interest. The proportionate basis approach is consistent with the treatment of indirect interests held by a related party under common control when evaluating the primary beneficiary of a VIE. When a decision maker or service provider has an interest in a related party, regardless of whether they are under common control, they consider that related party’s interest in a VIE on a proportionate basis throughout the VIE model, for both the assessment of a variable interest and the determination of a primary beneficiary. This standard was adopted by the Company in the first quarter of Fiscal Year 2021. The adoption of the standard did not have an impact on the Company’s consolidated financial statements. In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 . ASU No. 2018-18 clarifies that certain transactions between participants in a collaborative arrangement should be accounted for under ASC Topic 606 when the counterparty is a customer. In addition, ASU No. 2018-18 precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer for that transaction. This standard was adopted by the Company in the first quarter of Fiscal Year 2021. The adoption of the standard did not have an impact on the Company’s consolidated financial statements. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825 — Financial Instruments . This ASU provides narrow-scope amendments to help apply these recent standards. This standard was adopted by the Company in the first quarter of Fiscal Year 2021 in connection with the adoption of ASU No. 2016-13 discussed above. The adoption of the standard did not have an impact on the Company’s consolidated financial statements. In November 2019, the FASB issued ASU No. 2019-08, Compensation — Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements — Share-Based Consideration Payable to a Customer. This ASU requires that share-based payment awards issued to a customer in connection with a revenue arrangement be recorded as a reduction of the transaction price in revenue. The amount recorded as a reduction of the transaction price is measured using the grant-date fair value of the award and is classified in accordance with ASC Topic 718. Changes in the measurement of the share-based payments after the grant date that are due to the form of the consideration are not included in the transaction price and are recorded elsewhere in the statement of operations. The award is measured and classified under ASC Topic 718 for its entire life, unless the award is modified after it vests and the grantee is no longer a customer. This standard was adopted by the Company in the first quarter of Fiscal Year 2021. The adoption of the standard did not have an impact on the Company’s consolidated financial statements. In January 2020, the FASB issued ASU No. 2020-01, Investments — Equity Securities (Topic 321), Investments — Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments in this ASU clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with ASC Topic 321 immediately before applying or upon discontinuing the equity method. In addition, the amendments clarify the accounting for certain forward contracts and purchased options accounted for under ASC Topic 815. This standard was adopted by the Company in the first quarter of Fiscal Year 2021. The adoption of the standard did not have an impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This ASU eliminates certain exceptions to the general approach in ASC Topic 740 and includes methods of simplification to the existing guidance. The new guidance is effective for the Company in the first quarter of Fiscal Year 2022, with early adoption permitted. The adoption of the standard is not expected to have a material impact on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This ASU provides temporary optional expedients and exceptions to the guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate and other interbank offered rates to alternative reference rates. In January 2021, the FASB issued ASU 2021-01, which refines the scope of Topic 848 and clarifies some of its guidance as part of the FASB’s monitoring of global reference rate activities. The new guidance was effective upon issuance, and the Company is allowed to elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the impact this standard will have on its consolidated financial statements. |
Acquisition and Disposition (Ta
Acquisition and Disposition (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The preliminary allocation of the purchase price to the assets acquired and liabilities assumed as of April 27, 2021 is presented below: Fair Value (a) Cash and cash equivalents $ 16,737 Property and equipment, net 33,393 Right-of-use lease assets 44,818 Amortizable intangible assets, net 47,170 Other assets 12,641 Accrued expenses and other current liabilities (15,957) Operating lease liabilities (52,025) Other liabilities (13,655) Total identifiable net assets acquired 73,122 Goodwill (a) 3,378 Redeemable noncontrolling interests (b) $ (76,500) _________________ (a) Primarily represents expected synergies from combining operations of Hakkasan and Tao Group Hospitality, and is not deductible for income tax purposes. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table disaggregates the Company’s revenue by major source and reportable segment based upon the timing of transfer of goods or services to the customer, in accordance with ASC Subtopic 606-10-50-5, for the years ended June 30, 2021, 2020 and 2019: Year ended June 30, 2021 Entertainment Tao Group Hospitality Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 14,062 $ 84,325 $ (1,522) $ 96,865 Sponsorship, signage and suite licenses (b) 16,308 4,736 (207) 20,837 Other (c) 27,586 11,105 (317) 38,374 Total revenues from contracts with customers $ 57,956 $ 100,166 $ (2,046) $ 156,076 Year ended June 30, 2020 Entertainment Tao Group Hospitality Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 390,691 $ 161,663 $ (507) $ 551,847 Sponsorship, signage and suite licenses (b) 176,798 1,640 (1,091) 177,347 Other (c) 17,719 16,898 (875) 33,742 Total revenues from contracts with customers $ 585,208 $ 180,201 $ (2,473) $ 762,936 Year ended June 30, 2019 Entertainment Tao Group Hospitality Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 529,737 $ 234,205 $ (852) $ 763,090 Sponsorship, signage and suite licenses (b) 243,843 1,788 (873) 244,758 Other (c) 23,478 17,658 (75) 41,061 Total revenues from contracts with customers $ 797,058 $ 253,651 $ (1,800) $ 1,048,909 _________________ (a) Consists of (i) ticket sales and other ticket-related revenues, (ii) Tao Group Hospitality’s entertainment dining and nightlife offerings, (iii) venue license fees from third-party promoters, and (iv) food, beverage and merchandise sales. Event-related revenues and entertainment, dining and nightlife offerings are recognized at a point in time. As such, these revenues have been included in the same category in the table above. (b) See sections “— Contracts with Customers — Arrangements with Multiple Performance Obligations”, “— Contracts with Customers — Principal versus Agent Revenue Recognition” and “— Contracts with Customers — Entertainment Segment” for further details on the pattern of recognition of sponsorship, signage and suite license revenues. (c) Primarily consists of (i) revenues from sponsorship sales and representation agreements with MSG Sports, (ii) advertising commission revenue from MSG Networks, and (ii) Tao Group Hospitality’s managed venue revenues. In addition to the disaggregation of the Company’s revenue by major source based upon the timing of transfer of goods or services to the customer disclosed above, the following table disaggregates the Company’s combined revenues by type of goods or services in accordance with the required entity-wide disclosure requirements of FASB ASC Subtopic 280-10-50-38 to 40 and the disaggregation of revenue required disclosures in accordance with ASC Subtopic 606-10-50-5 for the years ended June 30, 2021, 2020 and 2019. Year ended June 30, 2021 Entertainment (d) Tao Group Hospitality Eliminations Total (d) Ticketing and venue license fee revenues (a) $ 8,311 $ — $ — $ 8,311 Sponsorship and signage, suite, and advertising commission revenues (b) 43,723 — (207) 43,516 Revenues from entertainment dining and nightlife offerings (c) — 100,166 (1,839) 98,327 Food, beverage and merchandise revenues 3,078 — — 3,078 Other 2,844 — — 2,844 Total revenues from contracts with customers $ 57,956 $ 100,166 $ (2,046) $ 156,076 Year ended June 30, 2020 Entertainment Tao Group Hospitality Eliminations Total Ticketing and venue license fee revenues (a) $ 310,971 $ — $ — $ 310,971 Sponsorship and signage, suite, and advertising commission revenues (b) 200,092 — (1,091) 199,001 Revenues from entertainment dining and nightlife offerings (c) — 180,201 (1,382) 178,819 Food, beverage and merchandise revenues 62,341 — — 62,341 Other 11,804 — — 11,804 Total revenues from contracts with customers $ 585,208 $ 180,201 $ (2,473) $ 762,936 Year ended June 30, 2019 Entertainment Tao Group Hospitality Eliminations Total Ticketing and venue license fee revenues (a) $ 420,285 $ — $ — $ 420,285 Sponsorship and signage, suite, and advertising commission revenues (b) 266,204 — (873) 265,331 Revenues from entertainment dining and nightlife offerings (c) — 253,651 (927) 252,724 Food, beverage and merchandise revenues 83,307 — — 83,307 Other 27,262 — — 27,262 Total revenues from contracts with customers $ 797,058 $ 253,651 $ (1,800) $ 1,048,909 _________________ (a) Amounts include ticket sales, including other ticket-related revenue, and venue license fees from the Company’s events such as (i) concerts, (ii) the presentation of the Christmas Spectacular, and (iii) other live entertainment and sporting events. (b) Beginning in Fiscal Year 2021, Sponsorship and signage, suite, and advertising commission revenues include revenues from sponsorship sales and representation agreements with MSG Sports. (c) Primarily consist of revenues from (i) entertainment dining and nightlife offerings and (ii) venue management agreements. |
Contract Balances | The following table provides information about the opening and closing contract balances from the Company’s contracts with customers as of June 30, 2021, 2020 and 2019. June 30, 2021 2020 2019 Receivables from contracts with customers, net (a) $ 86,454 $ 59,828 $ 81,170 Contract assets, current (b) 7,052 3,850 6,873 Deferred revenue, including non-current portion (c) 210,037 193,112 197,047 _________________ (a) Receivables from contracts with customers, which are reported in Accounts receivable, net and Net related party receivables in the Company’s consolidated balance sheets, represent the Company’s unconditional rights to consideration under its contracts with customers. As of June 30, 2021, 2020 and 2019. the Company’s receivables from contracts with customers above included $4,848, $2,644 and $126, respectively, related to various related parties. See Note 20 for further details on these related party arrangements. (b) Contract assets, which are reported as 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 the customer, 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. |
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, 2021. This primarily relates to performance obligations under sponsorship and suite license agreements that have original expected durations longer than one year and the considerations are 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. Fiscal year ending June 30, 2022 $ 101,393 Fiscal year ending June 30, 2023 96,749 Fiscal year ending June 30, 2024 77,948 Fiscal year ending June 30, 2025 55,945 Fiscal year ending June 30, 2026 43,180 Thereafter 57,245 $ 432,460 |
Restructuring and Related Act_2
Restructuring and Related Activities (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The Company’s restructuring accrual activity through June 30, 2021 is as follows: June 30, 2020 $ — Restructuring charges 21,299 Payments (21,118) June 30, 2021 $ 181 |
Computation of Earnings (Loss_2
Computation of Earnings (Loss) per Common Share (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Computation of Earnings (Loss) per Common Share [Abstract] | |
Reconciliation of Weighted-Average Shares Used in Calculation of Basic and Diluted Earnings (Loss) Per Common Share | The following table presents a reconciliation of weighted-average shares used in the calculations of basic and diluted earnings (loss) per common share attributable to the Company’s stockholders. Years Ended June 30, 2021 2020 2019 Net income (loss) available to Madison Square Garden Entertainment Corp.’s stockholders (numerator): Net income (loss) attributable to Madison Square Garden Entertainment Corp.’s stockholders per statement of operations $ (412,082) $ 17,234 $ (17,894) Adjustment of redeemable noncontrolling interest to redemption value (8,728) — — Net income (loss) attributable to Madison Square Garden Entertainment Corp.’s stockholders for EPS: $ (420,810) $ 17,234 $ (17,894) Weighted-average shares (denominator): Weighted-average shares for basic EPS (a) 24,205 23,998 23,992 Dilutive effect of shares issuable under share-based compensation plans (a) — 19 — Weighted-average shares for diluted EPS (a) 24,205 24,017 23,992 Weighted-average anti-dilutive shares (b) — 522 — EPS: Basic earnings (loss) per common share attributable to Madison Square Garden Entertainment Corp.’s stockholders $ (17.39) $ 0.72 $ (0.75) Diluted earnings (loss) per common share attributable to Madison Square Garden Entertainment Corp.’s stockholders $ (17.39) $ 0.72 $ (0.75) _________________ (a) See the Consolidated and Combined Statements of Operations for how the weighted-average shares were derived for Fiscal Year 2019 prior to the Entertainment Distribution in Fiscal Year 2020. In addition, weighted-average anti-dilutive shares information for Fiscal Year 2019 was not provided since there was no stock price information and the Company did not have stand-alone restricted stock units and stock options available to compute during that period until the Entertainment Distribution occurred on April 17, 2020. (b) For Fiscal Year 2021, all restricted stock units and stock options were excluded from the above table because the Company reported a net loss for the periods presented and, therefore, their impact on reported loss per share would have been antidilutive. See Note 16 for further detail. |
Cash, Cash Equivalent and Res_2
Cash, Cash Equivalent and Restricted Cash (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Cash, Cash Equivalents and Restricted Cash [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | The following table provides a summary of the amounts recorded as cash, cash equivalents and restricted cash. As of June 30, June 30, June 30, June 30, Captions on the consolidated and combined balance sheets: Cash and cash equivalents $ 1,168,760 $ 906,555 $ 1,082,055 $ 1,225,645 Restricted cash 22,984 17,749 10,010 6,711 Cash, cash equivalents and restricted cash on the consolidated and combined statements of cash flows $ 1,191,744 $ 924,304 $ 1,092,065 $ 1,232,356 |
Investments and Loans to Nonc_2
Investments and Loans to Nonconsolidated Affiliates (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Investments in and Advances to Affiliates [Abstract] | |
Investments and Loans Cost and Equity Method Investees | The Company’s investments in nonconsolidated affiliates which are accounted for under the equity method of accounting and equity investments without readily determinable fair values in accordance with ASC Topic 323, Investments - Equity Method and Joint Ventures and ASC Topic 321, Investments - Equity Securities , respectively, consisted of the following: Ownership Percentage Investment June 30, 2021 Equity method investments: SACO Technologies Inc. (“SACO”) 30% $ 36,265 Others 6,204 Equity investments without readily determinable fair values (a) 3,500 Total investments in nonconsolidated affiliates $ 45,969 June 30, 2020 Equity method investments: SACO 30% $ 40,461 Others 8,661 Equity investments without readily determinable fair values (a) (b) (c) 3,500 Total investments in nonconsolidated affiliates $ 52,622 _________________ (a) In accordance with the ASC Topic 321, Investments - Equity Securities, the Company applies the measurement alternative to its equity investments without readily determinable fair values. Under the measurement alternative, equity securities without readily determinable fair values are accounted for at cost, adjusted for impairment and changes resulting from observable price fluctuations in orderly transactions for the identical or a similar investment of the same issuer. For Fiscal Year 2021, the Company did not have impairment charges or change in carrying value recorded to its equity securities without readily determinable fair values. For Fiscal Year 2020, the Company recorded an impairment charge of $533. For Fiscal Year 2019, the Company recorded a $3,738 increase in carrying value from observable price fluctuations and an impairment charge of $398. (b) As of June 30, 2019, the Company’s equity investment in equity without readily determinable fair value included a $9,834 investment in DraftKings Inc. (“DraftKings”). DraftKings became a publicly traded company in April 2020. Accordingly, the Company began accounting for its investment in DraftKings as an equity investment with a readily determinable fair value in accordance the ASC Topic 321, Investments - Equity Securities. See section “Equity Investment with Readily Determinable Fair Values” below for further discussion. (c) The following tables summarize the changes in the Company’s equity investments without readily determinable fair values for which the Company has used Level III inputs to determine fair value and a reconciliation to the opening and closing balances as of June 30, 2021, and 2020: June 30, 2021 2020 Balance, beginning of period $ 3,500 $ 13,867 Transfer out of Level III to Level I for investment in DraftKings — (9,834) Impairment charge — (533) Balance, end of period $ 3,500 $ 3,500 |
Summarized Financial Information of Equity Method Investees | The cost basis and the carrying fair value of these investments, which are reported under Other assets in the accompanying consolidated balance sheets as of June 30, 2021 and 2020, are as follows: Balance as of June 30, 2021 Equity Investment with Readily Determinable Fair Values Units / Shares Held Cost Basis Carrying value Townsquare Class A common stock 583 $ 4,221 $ 7,435 Townsquare Class C common stock 2,625 19,001 33,469 DraftKings, common stock 869 6,036 45,360 Total $ 29,258 $ 86,264 Balance as of June 30, 2020 Equity Investment with Readily Determinable Fair Value Units / Shares Held Cost Basis Carrying value Townsquare Class A common stock 3,208 $ 23,222 $ 14,340 DraftKings, common stock 1,280 8,798 42,589 DraftKings, warrant 9 22 132 Total $ 32,042 $ 57,061 The following table summarizes the realized and unrealized gains (loss) on equity investments with readily determinable fair value for the years ended June 30, 2021, 2020 and 2019: June 30, 2021 2020 2019 Unrealized gain (loss) — Townsquare $ 26,563 $ (2,920) $ (3,497) Unrealized gain — DraftKings 26,942 34,197 — Realized gain (loss) — DraftKings (2,327) 6,351 — $ 51,178 $ 37,628 $ (3,497) Supplemental information on realized gain (loss): Shares of common stock sold — DraftKings 420 197 — Cash proceeds from common stock sold — DraftKings $ 22,079 $ 7,659 $ — |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | As of June 30, 2021 and 2020, property and equipment consisted of the following assets: June 30, 2021 2020 Estimated Useful Lives Land $ 150,750 $ 141,638 Buildings 996,295 993,206 Up to 40 years Equipment 378,086 345,314 1 year to 20 years Aircraft 38,090 38,090 20 years Furniture and fixtures 38,896 42,389 1 year to 7 years Leasehold improvements 196,273 170,585 Shorter of term of lease or useful life of improvement Construction in progress 1,144,882 685,382 2,943,272 2,416,604 Less accumulated depreciation and amortization (843,925) (770,489) $ 2,099,347 $ 1,646,115 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Summary of ROU Assets and Lease Liabilities | The following table summarizes the ROU assets and lease liabilities recorded on the Company’s consolidated balance sheets as of June 30, 2021 and 2020: Line Item in the Company’s Consolidated Balance Sheet June 30, 2021 June 30, 2020 Right-of-use assets: Operating leases Right-of-use lease assets $ 268,568 $ 220,328 Lease liabilities: Operating leases, current Operating lease liabilities, current $ 68,544 $ 53,388 Operating leases, noncurrent Operating lease liabilities, noncurrent 224,729 174,219 Total lease liabilities $ 293,273 $ 227,607 |
Lease, Cost | The following table summarizes the activity recorded within the Company’s consolidated and combined statements of operations for the years ended June 30, 2021 and 2020: Line Item in the Company’s Consolidated and Combined Statement of Operations Years Ended June 30, 2021 2020 Operating lease cost Direct operating expenses $ 31,074 $ 32,348 Operating lease cost Selling, general and administrative expenses 20,898 19,525 Short-term lease cost Direct operating expenses — 348 Variable lease cost Direct operating expenses 1,810 4,008 Variable lease cost Selling, general and administrative expenses 57 61 Total lease cost $ 53,839 $ 56,290 |
Operaing Lease Maturity Schedule | Maturities of operating lease liabilities as of June 30, 2021 are as follows: Fiscal year ending June 30, 2022 $ 71,346 Fiscal year ending June 30, 2023 72,248 Fiscal year ending June 30, 2024 52,311 Fiscal year ending June 30, 2025 33,751 Fiscal year ending June 30, 2026 30,248 Thereafter 150,473 Total lease payments 410,377 Less imputed interest 117,104 Total lease liabilities (a) $ 293,273 ________________ |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Carrying Amount of Goodwill by Reportable Segment | The carrying amounts and activity of goodwill from June 30, 2019 through June 30, 2021 are as follows: Entertainment Tao Group Hospitality Total Balance as of June 30, 2019 $ 76,975 $ 88,583 $ 165,558 Allocation to the assets held for sale, subsequently sold (a) (2,666) — (2,666) Goodwill impairment (b) — (88,583) (88,583) Balance as of June 30, 2020 $ 74,309 $ — $ 74,309 Acquisition of Hakkasan (c) — 3,378 3,378 Balance as of June 30, 2021 $ 74,309 $ 3,378 $ 77,687 ________________ (a) In connection with the execution of the MIPA on March 24, 2020, pursuant to which the Company agreed to sell the Forum in Inglewood (see Note 3), the Company allocated $2,666 of goodwill associated with the Forum to assets held for sale in accordance with FASB ASC Topic 350, Intangibles - Goodwill and Other, ASC Subtopics 350-20-40-1 to 350-20-40-7. The allocation of goodwill to the Forum was based on the fair value of the Forum compared to the fair value of the Company’s reporting unit. The fair value of the Company’s reporting unit and the Forum were based on unobservable inputs classified within Level III of the fair value hierarchy, primarily from utilizing the discounted cash flow model, which is an income-based approach. Subsequent to this reclassification, the transaction closed on May 1, 2020. (b) During the first quarter of Fiscal Year 2020, the Company performed its annual impairment test of goodwill and determined that there were no impairments of goodwill identified for any of its reporting units as of the impairment test date. During the third quarter of Fiscal Year 2020, the Company’s operating results were, and continue to be, materially impacted by the COVID-19 pandemic (see Note 1 — Contracts with Customers Impact of the COVID-19 Pandemic). While the Company concluded that the effects of the COVID-19 pandemic would not more likely than not reduce the fair value of its Entertainment reporting unit below its carrying amount, the Company concluded that a triggering event had occurred for its Tao Group Hospitality reporting unit as of March 31, 2020 and performed an interim impairment test. For the interim impairment test, the Company estimated the fair value of the Tao Group Hospitality reporting unit based on a discounted cash flow model (income approach). This approach relied on numerous assumptions and judgments that were subject to various risks and uncertainties. Principal assumptions utilized, all of which are considered Level III inputs under the fair value hierarchy, include the Company’s estimates of future revenue and terminal growth rates, margin assumptions and the discount rate applied to estimate future cash flows. In the fourth quarter of Fiscal Year 2020, the Company completed an evaluation of the subsequent activity. As a result, the Company recorded a non-cash goodwill impairment charge of $88,583 during Fiscal Year 2020. During the first quarter of Fiscal Year 2021, the Company performed its annual impairment test of goodwill and determined that there were no impairments of goodwill identified for any of its reporting units as of the impairment test date (c) The TAO Group’s purchase price allocation for the Hakkasan acquisition is preliminary and could be subject to further revision as additional information related to the fair value of the identifiable net assets and redeemable noncontrolling interests becomes available during the measurement period that concludes in April 2022. Goodwill recognized in this acquisition is not deductible for income tax purposes. See Note 3 for more information on the allocation of the purchase price and goodwill recognized in connection with this acquisition. |
Schedule of Indefinite-Lived Intangible Assets | The Company’s indefinite-lived intangible assets, all of which are within the Entertainment segment, as of June 30, 2021 and 2020 are as follows: June 30, June 30, Trademarks 61,881 61,881 Photographic related rights 1,920 1,920 $ 63,801 $ 63,801 During the first quarter of Fiscal Year 2021, the Company performed its annual impairment test of indefinite-lived intangible assets and determined that there were no impairments of indefinite-lived intangibles identified as of the impairment test date. |
Schedule of Intangible Assets Subject to Amortization | he Company’s intangible assets subject to amortization are as follows: June 30, 2021 Estimated Useful Lives Gross Accumulated Net Trade names (a) 2 years to 25 years $ 121,000 $ (25,605) $ 95,395 Venue management contracts 5.67 years to 20 years 85,700 (17,518) 68,182 Non-compete agreements 5.75 years 9,000 (6,913) 2,087 Festival rights 15 years 8,080 (2,696) 5,384 Other intangibles (c) 15 years 4,217 (3,814) 403 $ 227,997 $ (56,546) $ 171,451 June 30, 2020 Gross Accumulated Net Trade names (a) $ 97,530 $ (20,774) $ 76,756 Venue management contracts (b) 79,000 (15,590) 63,410 Non-compete agreements 9,000 (5,348) 3,652 Festival rights 8,080 (2,156) 5,924 Other intangibles (c) 4,217 (3,533) 684 $ 197,827 $ (47,401) $ 150,426 _________________ (a) The increase in trade names of $23,470 in Fiscal Year 2021, is primarily attributable to Tao Group Hospitality’s acquisition of Hakkasan. Such trade names were valued using unobservable inputs within Level III of the fair value hierarchy, utilizing the discounted cash flow models and relief-from-royalty approach with a weighted-average amortization period of approximately 17.7 years. During Fiscal Year 2020, the Company recorded a non-cash impairment charge of $3,541 associated with one venue within Tao Group Hospitality (see Note 1 “Impact of the COVID-19 Pandemic”). (b) The increase in venue management contracts of $23,700 in Fiscal Year 2021, is attributable to Tao Group Hospitality’s acquisition of Hakkasan. Such contracts were valued using unobservable inputs within Level III of the fair value hierarchy, utilizing the discounted cash flow models with a weighted-average amortization period of approximately 11.8 years. In addition, during the third quarter of Fiscal Year 2021, the Company recorded $14,280 of accelerated amortization expense for certain venue management contracts (gross cost of $17,000) as a result of Tao Group Hospitality converting certain venues to operating leases that were previously under management contracts. |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The Company expects its annual amortization expense for existing intangible assets subject to amortization for each fiscal year from 2022 through 2026 to be as follows: Fiscal year ending June 30, 2022 $ 14,558 Fiscal year ending June 30, 2023 13,350 Fiscal year ending June 30, 2024 12,676 Fiscal year ending June 30, 2025 12,676 Fiscal year ending June 30, 2026 12,668 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Other Commitments | As of June 30, 2021, commitments of the Company in the normal course of business in excess of one year are as follows: Commitments (a) (b) Debt Repayments (c) Other (d) Total (e) Fiscal year ending June 30, 2022 $ 12,750 $ 120,132 $ 132,882 Fiscal year ending June 30, 2023 17,137 118 17,255 Fiscal year ending June 30, 2024 34,000 118 34,118 Fiscal year ending June 30, 2025 6,500 57 6,557 Fiscal year ending June 30, 2026 620,750 — 620,750 Thereafter — — — $ 691,137 $ 120,425 $ 811,562 _________________ (a) The Company’s material off balance sheet arrangements primarily include (i) MSG Sphere in Las Vegas related commitments of approximately $1,025,000 for which the timing of future cash payments is uncertain and may change as development and construction progresses, (ii) $60,458 of operating lease payments for a lease in Burbank (excluding tenant allowance reimbursement of $24,000), which was not recognized on the Consolidated Balance Sheet as of June 30, 2021 since the Company has not yet taken possession of the property, (iii) $60,310 of commitments for capital expenditures, equipment purchases, and services agreements, and (iv) letters of credit of $4,226 obtained by the Company as collateral for lease agreements of the Company and Tao Group Hospitality. (b) See Note 10 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, including the Tao Group Hospitality venues and various corporate offices. These commitments are presented exclusive of the imputed interest used to reflect the payment’s present value. In addition, see Note 23 Subsequent Events for a discussion of the amendment and extension of the Radio City Music Hall lease, executed in July 2021. (c) See Note 14 for more information regarding the principal repayments required under the National Properties Term Loan Facility and the Tao Senior Secured Credit Facilities and a note with respect to a loan of $637 received by BCE from its noncontrolling interest holder that is due in April 2023. (d) Includes accrued expense of approximately $98,000 associated with the development and construction of MSG Sphere in Las Vegas, all due within Fiscal Year 2022. (e) Pension obligations have been excluded from the table above as the timing of the future cash payments is uncertain. See Note 15 for more information on the future funding requirements under our pension obligations. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets Measured on a Recurring Basis | The following table presents the Company’s assets that are measured at fair value within Level I of the fair value hierarchy on a recurring basis using observable inputs that reflect quoted prices for identical assets in active markets. These assets include (i) cash equivalents in money market accounts, time deposits and U.S. treasury bills, (ii) short-term investments in term deposits and U.S. treasury bills, (iii) notes receivable, and (iv) equity investments with readily determinable fair value: Line Item on Consolidated Balance Sheet June 30, 2021 2020 Assets: Money market accounts (a) Cash and cash equivalents $ 362,237 $ — Time deposits (a) Cash and cash equivalents 691,521 777 U.S. treasury bills (a) Cash and cash equivalents — 699,945 Term deposits (b) Short-term investments — 37,250 U.S. treasury bills (b) Short-term investments — 299,942 Notes receivable (b) Other current assets — 6,328 Equity investments with readily determinable fair value (c) Other assets 86,264 57,061 Total assets measured at fair value $ 1,140,022 $ 1,101,303 _________________ (a) The carrying amount of the Company’s cash equivalents in money market accounts, time deposits, and U.S. treasury bills approximate fair value due to their short-term maturities. (b) As of June 30, 2020, the Company’s short-term investments consisted of investments that (i) had original maturities of greater than three months and (ii) could be converted into cash by the Company within one year. In addition, the Company’s notes receivable were invested with a banking institution as collateral for issuances of letters of credit. The Company’s notes receivable and short-term investments in term deposits were carried at cost, including interest accruals, which approximated fair value and were classified within Level I of the fair value hierarchy. (c) See Note 7 for more information on the Company’s equity investments with readily determinable fair value in Townsquare and DraftKings. |
Schedule of Financial Instruments | the carrying value and fair value of the Company’s financial instruments reported in the accompanying consolidated balance sheets are as follows: June 30, 2021 June 30, 2020 Carrying Fair Carrying Fair Liabilities Current and non-current portion of long-term debt under National Properties Term Loan Facility (a) $ 646,750 $ 669,386 $ — $ — Current and non-current portion of long-term debt under Tao Credit Facilities (a) 43,750 43,851 33,750 32,367 _________________ |
Schedule of Contingent Consideration |
Credit Facilities (Tables)
Credit Facilities (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | Long-term debt maturities over the next five years for the outstanding balance under the Tao Term Loan Facility (a) and National Properties Term Loan Facility as of June 30, 2021 were: Tao Term Loan Facility National Properties Term Loan Facility Total Fiscal year ending June 30, 2022 $ 6,250 $ 6,500 $ 12,750 Fiscal year ending June 30, 2023 10,000 6,500 16,500 Fiscal year ending June 30, 2024 (a) 27,500 6,500 34,000 Fiscal year ending June 30, 2025 — 6,500 6,500 Fiscal year ending June 30, 2026 — 620,750 620,750 Thereafter — — — $ 43,750 $ 646,750 $ 690,500 _______________ |
Schedule of Long-term Debt Instruments | e National Properties Term Loan Facility, the Company incurred a $19,500 original issue discount and $14,417 of issuance costs (collectively, “deferred financing costs”). The deferred financing costs are amortized, as interest expense, over the term of the National Properties Term Loan Facility on a straight-line basis, which approximates the effective interest method. The following table summarizes the presentation of the outstanding balances under the Tao Term Loan Facility, the Tao Revolving Credit Facility and the National Properties Term Loan Facility, as well as the related deferred financing costs in the accompanying consolidated balance sheets as of June 30, 2021 and 2020. June 30, 2021 June 30, 2020 Principal Unamortized Deferred Financing Costs Net (a) Principal Unamortized Deferred Financing Costs Net (a) Current portion National Properties Term Loan Facility $ 6,500 $ (6,783) $ (283) $ — $ — $ — Tao Term Loan Facility 6,250 (239) 6,011 5,000 (208) 4,792 Current portion of long-term debt, net of deferred financing costs (a) $ 12,750 $ (7,022) $ 5,728 $ 5,000 $ (208) $ 4,792 June 30, 2021 June 30, 2020 Principal Unamortized Deferred Financing Costs Net (a) Principal Unamortized Deferred Financing Costs Net (a) Noncurrent portion National Properties Term Loan Facility (a) $ 640,250 $ (22,819) $ 617,431 $ — $ — $ — Tao Term Loan Facility 22,500 (475) 22,025 28,750 (624) 28,126 Tao Revolving Credit Facility (b) 15,000 — 15,000 — — — Long-term debt, net of deferred financing costs (a) $ 677,750 $ (23,294) $ 654,456 $ 28,750 $ (624) $ 28,126 __________________________________ (a) In addition to the outstanding balance associated with the Tao Term Loan Facility, the Tao Revolving Credit Facility and the National Properties Term Loan Facility disclosed above, the Company’ s Long-term debt, net of deferred financing costs in the accompanying consolidated balance sheet of $655,093 as of June 30, 2021 included $637 of the note with respect to a loan received by BCE from its noncontrolling interest holder that is due in April 2023. (b) Unamortized deferred financing costs associated with Tao Revolving Credit Facility are presented under the captions Other current assets and Other assets in the accompanying consolidated balance sheets: |
Schedule of Deferred Financing Costs | June 30, June 30, Other current assets $ 108 $ 85 Other assets 207 248 |
Schedule of Cash Flow, Supplemental Disclosures | interest payments and loan principal repayments made by the Company under the Tao Senior Credit Agreement for term loan and revolving credit facilities and National Properties Term Loan Facility were as follows: Interest Payments Loan Principal Repayments Years Ended June 30, Years Ended June 30, 2021 2020 2019 2021 2020 2019 National Properties Term Loan Facility $ 22,879 $ — $ — $ 3,250 $ — $ — Tao Senior Credit Agreement 1,128 1,817 13,084 5,000 21,250 109,312 $ 24,007 $ 1,817 $ 13,084 $ 8,250 $ 21,250 $ 109,312 |
Pension Plans and Other Postr_2
Pension Plans and Other Postretirement Benefit Plan (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Retirement Benefits [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 and combined balance sheets as of June 30, 2021 and 2020, 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, 2021 2020 2021 2020 Change in benefit obligation: Benefit obligation at beginning of period $ 174,892 $ 173,569 $ 3,658 $ 4,307 Service cost 96 95 47 56 Interest cost 3,385 5,261 45 108 Actuarial loss (gain) 1,981 12,670 (76) 277 Benefits paid (4,410) (6,698) (390) (1,090) Curtailments (91) — — — Plan settlements paid (3,777) (551) — — Other (177) (74) (66) — Transfer of liabilities (a) — (9,380) — — Benefit obligation at end of period 171,899 174,892 3,218 3,658 Change in plan assets: Fair value of plan assets at beginning of period 151,756 132,965 — — Actual return on plan assets 1,969 18,221 — — Employer contributions 60 7,260 — — Benefits paid (4,409) (6,690) — — Plan settlements paid (3,724) — — — Fair value of plan assets at end of period 145,652 151,756 — — Funded status at end of period $ (26,247) $ (23,136) $ (3,218) $ (3,658) _________________ (a) Represents the benefit obligation related to the MSG Sports Non-Qualified Plans as of April 17, 2020, the date of the Entertainment Distribution. |
Schedule of Amounts Recognized in Balance Sheet | Amounts recognized in the consolidated and combined balance sheets as of June 30, 2021 and 2020 consist of: Pension Plans Postretirement Plan June 30, June 30, 2021 2020 2021 2020 Current liabilities (included in accrued employee related costs) $ (260) $ (331) $ (369) $ (331) Non-current liabilities (included in defined benefit and other postretirement obligations) (25,987) (22,805) (2,849) (3,327) $ (26,247) $ (23,136) $ (3,218) $ (3,658) |
Schedule of Net Periodic Benefit Cost Not yet Recognized | Accumulated other comprehensive loss, before income tax, as of June 30, 2021 and 2020 consists of the following amounts that have not yet been recognized in net periodic benefit cost: Pension Plans Postretirement Plan June 30, June 30, 2021 2020 2021 2020 Actuarial loss $ (39,957) $ (36,704) $ (786) $ (1,025) |
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 and combined statements of operations for the years ended June 30, 2021, 2020 and 2019. Service cost is recognized in direct operating expenses and selling, general and administrative expenses. All other components of net periodic benefit cost are reported in Miscellaneous income (expense), net. Pension Plans Postretirement Plan Years Ended June 30, Years Ended June 30, 2021 2020 2019 2021 2020 2019 Service cost $ 96 $ 95 $ 91 $ 47 $ 56 $ 57 Interest cost 3,385 5,261 5,895 45 108 150 Expected return on plan assets (5,232) (5,319) (3,133) — — — Recognized actuarial loss 1,093 1,336 1,281 98 6 5 Amortization of unrecognized prior service cost (credit) — — — — — (7) Settlement loss recognized (a) 870 67 52 — — — Other — — — — — (1,513) Net periodic benefit cost $ 212 $ 1,440 $ 4,186 $ 190 $ 170 $ (1,308) Contributory charge to Madison Square Garden Sports Corp. for participation in the Shared Plans and all allocation of costs related to the corporate employees — (173) (692) — (26) 231 Net periodic benefit cost reported in the consolidated and combined statements of operations $ 212 $ 1,267 $ 3,494 $ 190 $ 144 $ (1,077) _________________ (a) For Fiscal Year 2021, Fiscal Year 2020 and Fiscal Year 2019, lump-sum payments totaling $52, $551 and $343, respectively, were distributed to vested participants of the non-qualified excess cash balance plan, triggering the recognition of settlement losses in accordance with ASC Topic 715. Due to these pension settlements, the Company was required to remeasure its pension plan liability as of June 30, 2021 and 2020 and for Fiscal Year 2021, Fiscal Year 2020 and Fiscal Year 2019, respectively. Discount rates used for the projected benefit obligation and interest cost were 1.77% |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) | Other pre-tax changes in plan assets and benefit obligations recognized in other comprehensive income (loss) for Fiscal Year 2021, Fiscal Year 2020 and Fiscal Year 2019 are as follows: Pension Plans Postretirement Plan Years Ended June 30, Years Ended June 30, 2021 2020 2019 2021 2020 2019 Actuarial gain (loss), net $ (5,244) $ 232 $ (3,137) $ 76 $ (277) $ 572 Recognized actuarial loss 1,093 1,336 1,281 98 6 5 Recognized prior service credit — — — — — (7) Curtailments 91 — — 65 — — Settlement loss recognized 870 67 52 — — — Total recognized in other comprehensive income (loss) $ (3,190) $ 1,635 $ (1,804) $ 239 $ (271) $ 570 |
Schedule of Assumptions Used | Weighted-average assumptions used to determine benefit obligations (made at the end of the period) as of June 30, 2021 and 2020 are as follows: Pension Plans Postretirement Plan June 30, June 30, 2021 2020 2021 2020 Discount rate 2.87 % 3.21 % 2.17 % 2.09 % Interest crediting rate 2.32 % 1.37 % n/a n/a Healthcare cost trend rate assumed for next year n/a n/a 6.25 % 6.50 % 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 2027 2027 Weighted-average assumptions used to determine net periodic benefit cost (made at the beginning of the period) for Fiscal Year 2021, Fiscal Year 2020 and Fiscal Year 2019 are as follows: Pension Plans Postretirement Plan Years Ended June 30, Years Ended June 30, 2021 2020 2019 2021 2020 2019 Discount rate - projected benefit obligation 2.84 % 3.58 % 4.19 % 2.09 % 3.18 % 4.06 % Discount rate - service cost 3.20 % 3.78 % 4.25 % 2.15 % 3.45 % 4.25 % Discount rate - interest cost 1.92 % 3.21 % 3.90 % 1.23 % 2.84 % 3.67 % Expected long-term return on plan assets 4.02 % 5.28 % 3.72 % n/a n/a n/a Interest crediting rate 1.37 % 3.28 % 2.82 % n/a n/a n/a Healthcare cost trend rate assumed for next year n/a n/a n/a 6.50 % 6.75 % 7.00 % 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 2027 2027 2027 |
Schedule of Allocation of Plan Assets | The weighted-average asset allocation of the Pension Plans’ assets at June 30, 2021 and 2020 was as follows: June 30, Asset Classes (a) : 2021 2020 Fixed income securities 98 % 99 % Cash equivalents 2 % 1 % 100 % 100 % _____________________ |
Schedule of Changes in Fair Value of Plan Assets | The cumulative fair values of the individual plan assets at June 30, 2021 and 2020 by asset class are as follows: Fair Value Hierarchy June 30, 2021 2020 Fixed income securities: U.S. Treasury securities (a) I $ — $ 3,825 U.S. corporate bonds (b) II 100,229 110,542 Foreign issues (c) II 20,119 13,764 Municipal bonds (d) II 3,880 4,146 Money market accounts (e) I 2,753 1,329 Common collective trust (f) II 18,669 18,150 Total investments measured at fair value $ 145,650 $ 151,756 |
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, 2022 $ 11,927 $ 369 Fiscal year ending June 30, 2023 8,305 349 Fiscal year ending June 30, 2024 7,904 319 Fiscal year ending June 30, 2025 7,977 332 Fiscal year ending June 30, 2026 8,540 322 Fiscal years ending June 30, 2027 – 2031 43,320 1,054 |
Schedule of Multiemployer Plans | The following table outlines the Company’s participation in multiemployer defined benefit pension plans for the years ended June 30, 2021, 2020 and 2019, and summarizes the contributions that the Company has made during each period. The “EIN” and “Pension Plan Number” columns provide the Employer Identification Number and the three-digit plan number for each applicable plan. The most recent Pension Protection Act zone status available as of June 30, 2021 and 2020 relates to the plan’s two most recent years ended which are indicated. Among other factors, plans in the red zone are generally less than 65% funded, plans in the orange zone are both less than 80% funded and have an accumulated funding deficiency or are expected to have a deficiency in any of the next six plan years, plans in the yellow zone are less than 80% funded, and plans in the green zone are at least 80% funded. The “FIP/RP Status Pending/Implemented” column indicates whether a funding improvement plan (“FIP”) for yellow/orange zone plans or a rehabilitation plan (“RP”) for red zone plans is either pending or has been implemented by the trustees of such plan. The zone status and any FIP or RP information is based on information that the Company received from the plan, and the zone status is as certified by the plan’s actuary. The last column lists the expiration date(s) or a range of expiration dates of the CBA to which the plans are subject. There are no other significant changes that affect such comparability. PPA Zone Status FIP/RP Status Pending / Implemented Company Contributions As of June 30, Years Ended June 30, Plan Name EIN Pension Plan Number 2021 2020 2021 2020 2019 Surcharge Imposed Expiration Date of CBA Pension Fund of Local No. 1 of I.A.T.S.E. 136414973 001 Green as of 2020-12-31 Green as of 2019-12-31 No $ 194 $ 1,831 $ 2,529 No 6/30/2021 - 5/1/2023 All Other Multiemployer Defined Benefit Pension Plans 584 3,137 3,234 $ 778 $ 4,968 $ 5,763 |
Plans Providing More Than 5 Percent of Total Contributions | The Company was listed in the following plans’ Form 5500’s as providing more than 5 percent of the total contributions for the following plans and plan years: Fund Name Exceeded 5 Percent of Total Contributions Year Contributions to Plan Exceeded Pension Fund of Local No. 1 of I.A.T.S.E True December 31, 2019, 2018 and 2017 32BJ/Broadway League Pension Fund True December 31, 2019, 2018 and 2017 Treasurers and Ticket Sellers Local 751 Pension Fund True August 31, 2020, 2019 and 2018 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation Expense | The following table presents the share-based compensation expense recorded during Fiscal Year 2021, Fiscal Year 2020 and Fiscal Year 2019. Years Ended June 30, 2021 (b) 2020 2019 Nonperformance and performance based RSUs $ 40,195 $ 36,811 $ 31,509 Stock options (c) 12,722 5,379 3,892 Total share-based compensation expense (a) $ 52,917 $ 42,190 $ 35,401 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | The following table summarizes activity related to the Company’s RSUs for Fiscal Year 2021: Number of Weighted-Average Nonperformance Performance Unvested award balance as of June 30, 2020 277 328 $ 75.34 Granted 424 343 $ 72.81 Vested (156) (106) $ 70.84 Forfeited (48) (54) $ 72.46 Cancelled — (32) $ 88.58 Unvested award balance as of June 30, 2021 497 479 $ 74.42 |
Share-based Payment Arrangement, Option, Activity | The following table summarizes activity related to the Company’s stock options for the year ending June 30, 2021: Number of Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value Balance as of June 30, 2020 543 $ 99.68 Cancelled (449) $ 107.07 Balance as of June 30, 2021 94 $ 64.36 6.46 $ 1,840 Exercisable as of June 30, 2021 94 $ 64.36 6.46 $ 1,840 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
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, 2020 $ (39,322) $ (12,535) $ (51,857) Other comprehensive income (loss): Other comprehensive loss before reclassifications — 27,688 27,688 Amounts reclassified from accumulated other comprehensive loss (a) (2,951) — (2,951) Other comprehensive income (loss), total (2,951) 27,688 24,737 Balance as of June 30, 2021 $ (42,273) $ 15,153 $ (27,120) Pension Plans and Cumulative Translation Adjustments Accumulated Balance as of June 30, 2019 $ (42,080) $ (4,843) $ (46,923) Other comprehensive income (loss): Other comprehensive loss before reclassifications (45) (7,692) (7,737) Amounts reclassified from accumulated other comprehensive loss (a) 1,409 — 1,409 Other comprehensive income (loss), total 1,364 (7,692) (6,328) Adjustment related to the transfer of Pension Plans and Postretirement Plan liabilities as a result of the Entertainment Distribution 1,394 — 1,394 Balance as of June 30, 2020 $ (39,322) $ (12,535) $ (51,857) Pension Plans and Cumulative Translation Adjustments Unrealized Gain (Loss) on Available-for-sale Securities (b) Accumulated Balance as of June 30, 2018 $ (40,846) $ (502) $ (5,570) $ (46,918) Reclassification of unrealized loss on available-for sale securities — — 5,570 5,570 Other comprehensive loss: Other comprehensive loss before reclassifications (2,565) (4,341) — (6,906) Amounts reclassified from accumulated other comprehensive loss (a) 1,331 — — 1,331 Other comprehensive loss, total (1,234) (4,341) — (5,575) Balance as of June 30, 2019 $ (42,080) $ (4,843) $ — $ (46,923) ________________ (a) Amounts reclassified from accumulated other comprehensive loss represent the amortization of net actuarial loss and net unrecognized prior service credit included in net periodic benefit cost, which is reflected under Miscellaneous income (expense), net in the accompanying consolidated and combined statements of operations (see Note 15). (b) As of July 1, 2018, upon adoption of ASU No. 2016-01, the Company recorded a transition adjustment to reclassify accumulated other comprehensive loss associated with its investment in Townsquare in the amount of $2,466 pre-tax ($5,570, net of tax) to Madison Square Garden Sports Corp. Investment. See Note 8 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense (benefit) is comprised of the following components: Years Ended June 30, 2021 2020 2019 Current expense (benefit): Federal $ (6,400) $ 8,558 $ — State and other (2,491) 7,009 814 (8,891) 15,567 814 Deferred expense (benefit): Federal (627) (6,083) (350) State and other 147 (4,438) (21) (480) (10,521) (371) Income tax expense (benefit) $ (9,371) $ 5,046 $ 443 |
Schedule of Effective Income Tax Rate Reconciliation | The income tax expense (benefit) 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, 2021 2020 2019 Federal tax expense (benefit) at statutory federal rate $ (92,362) $ (2,024) $ (6,236) State income taxes, net of federal benefit (44,848) 4,016 951 Change in the estimated applicable tax rate used to determine deferred taxes (3,368) 1,237 (454) Nondeductible transaction costs — 6,961 — Federal tax credits — (1,480) (1,900) GAAP income of consolidated partnership attributable to non-controlling interest 3,857 6,701 2,571 Tax effect of indefinite intangible amortization 1,072 993 449 Change in valuation allowance 121,216 (14,220) (71) Nondeductible officers’ compensation (a) 5,311 4,407 7,655 Nondeductible expenses 409 690 809 Excess tax benefit related to shared based-payments awards (1,066) (2,276) (3,376) Other 408 41 45 Income tax expense (benefit) $ (9,371) $ 5,046 $ 443 _________________ a. The Tax Cuts and Jobs Act, enacted on December 22, 2017, included changes to Internal Revenue Code Section 162(m), including elimination of the exception for qualified performance-based compensation over the $1,000 annual limit. Accordingly, effective January 1, 2018, all compensation for certain officers in excess of $1,000 is generally nondeductible. |
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, 2021 and 2020 are as follows: June 30, 2021 2020 Deferred tax asset: Net operating loss (“NOL”) carryforwards $ 166,420 $ 1,575 Tax credit carryforwards 532 532 Accrued employee benefits 24,825 26,538 Restricted stock units and stock options 12,527 14,267 Deferred revenue 42,616 45,050 Right-of-use lease assets and lease liabilities, net 8,234 — Investments 63,639 39,737 Other — 1,062 Total deferred tax assets $ 318,793 $ 128,761 Less valuation allowance (161,586) (34,646) Net deferred tax assets $ 157,207 $ 94,115 Deferred tax liabilities: Intangible and other assets $ (38,578) $ (39,893) Property and equipment (124,864) (59,077) Prepaid expenses (4,355) (7,595) Other (1,382) — Total deferred tax liabilities $ (169,179) $ (106,565) Net deferred tax liability $ (11,972) $ (12,450) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes the composition and amounts of the transactions with the Company’s affiliates. The significant components of these amounts are discussed below. These amounts are reflected in revenues and operating expenses in the accompanying consolidated and combined statements of operations for Fiscal Year 2021, Fiscal Year 2020 and Fiscal Year 2019: Years Ended June 30, 2021 2020 2019 Revenues $ 49,969 $ 18,408 $ 18,259 Operating expenses (credits): Revenue sharing expenses $ 1,025 $ 110,002 $ 145,723 Allocation of charges for venue usage to MSG Sports — (46,072) (47,093) Reimbursement under Arena License Arrangement (8,776) — — Corporate general and administrative — credits with MSG Sports (36,502) (116,946) (116,551) Corporate general and administrative — credits with MSG Networks (9,616) (9,772) (10,362) Consulting fees 77 214 1,792 Advertising expenses — 506 1,037 Other operating expenses (credits), net 1,991 420 (198) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information by Segment | Information as to the operations of the Company’s reportable segments is set forth below. Year ended June 30, 2021 Entertainment Tao Group Hospitality Purchase accounting adjustments Inter-segment eliminations Total Revenues $ 82,281 $ 100,166 $ — $ (2,046) $ 180,401 Direct operating expenses 103,089 66,591 3,334 (1,090) 171,924 Selling, general and administrative expenses 268,705 54,034 — (25) 322,714 Depreciation and amortization 80,142 8,955 25,567 — 114,664 Restructuring charges 21,299 — — — 21,299 Operating loss (390,954) (29,414) (28,901) (931) (450,200) Loss in equity method investments (6,858) Interest income 1,273 Interest expense (35,098) Miscellaneous income, net (a) 51,062 Loss from operations before income taxes $ (439,821) Reconciliation of operating loss to adjusted operating loss: Operating loss $ (390,954) $ (29,414) $ (28,901) $ (931) $ (450,200) Add back: Non-cash portion of arena license fees from MSG Sports (13,026) — — — (13,026) Share-based compensation expense 47,633 5,284 — — 52,917 Depreciation and amortization 80,142 8,955 25,567 — 114,664 Restructuring charges 21,299 — — — 21,299 Other purchase accounting adjustments — — 3,334 — 3,334 Adjusted operating loss $ (254,906) $ (15,175) $ — $ (931) $ (271,012) Other information: Capital expenditures (b) $ 448,962 $ 3,192 $ — $ — $ 452,154 Year ended June 30, 2020 Entertainment Tao Group Hospitality Purchase accounting adjustments Inter-segment eliminations Total Revenues $ 585,208 $ 180,201 $ — $ (2,473) $ 762,936 Direct operating expenses 388,643 116,638 4,361 (1,520) 508,122 Selling, general and administrative expenses 282,043 63,049 6 (461) 344,637 Depreciation and amortization 84,289 8,156 12,454 — 104,899 Impairment for intangibles, long-lived assets, and goodwill — 94,946 10,871 — 105,817 Gain on disposal of assets held for sale (240,783) — — — (240,783) Operating income (loss) 71,016 (102,588) (27,692) (492) (59,756) Loss in equity method investments (4,433) Interest income 17,993 Interest expense (2,300) Miscellaneous income, net (a) 38,855 Loss from operations before income taxes $ (9,641) Reconciliation of operating income (loss) to adjusted operating income (loss): Operating income (loss) $ 71,016 $ (102,588) $ (27,692) $ (492) $ (59,756) Add back: Share-based compensation expense 41,227 963 — — 42,190 Depreciation and amortization 84,289 8,156 12,454 — 104,899 Impairment for intangibles, long-lived assets, and goodwill — 94,946 10,871 — 105,817 Gain on disposal of assets held for sale (240,783) — — — (240,783) Other purchase accounting adjustments — — 4,367 — 4,367 Adjusted operating income (loss) $ (44,251) $ 1,477 $ — $ (492) $ (43,266) Other information: Capital expenditures (b) $ 448,944 $ 3,482 $ — $ — $ 452,426 Year ended June 30, 2019 Entertainment Tao Group Hospitality Purchase accounting adjustments Inter-segment eliminations Total Revenues $ 797,058 $ 253,651 $ — $ (1,800) $ 1,048,909 Direct operating expenses 513,305 153,969 4,240 (873) 670,641 Selling, general and administrative expenses 239,321 75,529 524 (852) 314,522 Depreciation and amortization 87,005 6,437 15,901 — 109,343 Operating income (loss) (42,573) 17,716 (20,665) (75) (45,597) Equity in earnings of equity method investments 7,062 Interest income 30,163 Interest expense (15,262) Miscellaneous expense, net (a) (6,061) Loss from operations before income taxes $ (29,695) Reconciliation of operating income (loss) to adjusted operating income (loss): Operating income (loss) $ (42,573) $ 17,716 $ (20,665) $ (75) $ (45,597) Add back: Share-based compensation expense 35,264 137 — — 35,401 Depreciation and amortization 87,005 6,437 15,901 — 109,343 Other purchase accounting adjustments — — 4,764 — 4,764 Adjusted operating income (loss) $ 79,696 $ 24,290 $ — $ (75) $ 103,911 Other information: Capital expenditures (b) $ 168,981 $ 15,021 $ — $ — $ 184,002 _________________ (a) Miscellaneous income (expense), net includes the followings: Years Ended June 30, 2021 2020 2019 Realized and unrealized gain (loss) on equity investments with readily determinable fair value, see Note 8 for further detail. $ 51,178 $ 37,628 $ (3,497) Non-service cost components of net periodic pension and postretirement benefit costs (264) (1,239) (2,276) Dividend income from equity investments — 722 1,202 Loss on extinguishment of debt associated with Tao Group Hospitality — — (3,977) Measurement alternative adjustments for equity investments without readily determinable fair value — (532) 3,340 Others, net, primarily reflects the impact of Tao Group Hospitality three-month lag elimination in Fiscal Year 2020. 148 2,276 (853) $ 51,062 $ 38,855 $ (6,061) See Note 15 for further details on the non-service cost components of net periodic pension and postretirement benefit cost. (b) The Entertainment segment includes capital expenditures associated with the MSG Sphere in Las Vegas of $389,643, $380,258, and $93,334 for Fiscal Year 2021, Fiscal Year 2020 and Fiscal Year 2019, respectively. |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) | Apr. 17, 2020USD ($)segmentshares | Nov. 30, 2020employee | Aug. 31, 2020employee | Sep. 30, 2020USD ($) | Jun. 30, 2021USD ($)venuesegment$ / shares | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jul. 09, 2021$ / sharesshares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Number of segments | segment | 2 | 2 | ||||||
Proceeds from Distribution | $ | $ 816,896,000 | |||||||
Cash and cash equivalents received from MSG Sports Corp | $ | $ 143,950,000 | $ 43,600,000 | ||||||
Period venues were closed | 3 months | |||||||
Non-cash goodwill impairment charge | $ | $ 0 | 88,583,000 | ||||||
Non-cash impairment charges for property and equipment assets | $ | 8,047,000 | |||||||
Non-cash impairment charges for right-of-use assets | $ | 5,646,000 | |||||||
Non-cash impairment charges for tradename | $ | 3,541,000 | |||||||
Number of employees furloughed | employee | 10 | 350 | ||||||
Potential financing options (up to) | $ | $ 655,093,000 | 28,126,000 | ||||||
MSG National Properties LLC | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Debt Instrument, Increase (Decrease), Other, Net | $ | $ 650,000,000 | |||||||
Class A Common Stock | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Number of shares exchanged for each share of the Company's common stock | shares | 1 | |||||||
Common stock, par value (dollars per share) | $ / shares | $ 0.01 | |||||||
Class A Common Stock | MSG Networks | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Pending Business Combination Equity Interest Issued Or Issuable Share Conversion Ratio | shares | 0.172 | |||||||
Class A Common Stock | MSG Sports Corp | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Common stock, par value (dollars per share) | $ / shares | 0.01 | |||||||
Class B Common Stock | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Number of shares exchanged for each share of the Company's common stock | shares | 1 | |||||||
Common stock, par value (dollars per share) | $ / shares | 0.01 | |||||||
Class B Common Stock | MSG Sports Corp | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Common stock, par value (dollars per share) | $ / shares | $ 0.01 | |||||||
Tao Group Hospitality | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Non-cash goodwill impairment charge | $ | $ 88,583,000 | |||||||
Location under operation | 51 | |||||||
Location remain Closed | 10 | |||||||
Tao Group Hospitality | UNITED STATES | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Location under operation | 29 | |||||||
Tao Group Hospitality | Non-US | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Location under operation | 22 | |||||||
Tao Group Hospitality | Tao | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Location under operation | 23 | |||||||
Location remain Closed | 5 | |||||||
Tao Group Hospitality | Tao | UNITED STATES | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Location under operation | 21 | |||||||
Tao Group Hospitality | Tao | Non-US | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Location under operation | 2 | |||||||
Tao Group Hospitality | Hakkasan | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Location under operation | 28 | |||||||
Location remain Closed | 5 | |||||||
Tao Group Hospitality | Hakkasan | UNITED STATES | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Location under operation | 8 | |||||||
Tao Group Hospitality | Hakkasan | Non-US | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Location under operation | 20 | |||||||
Subsequent Event | Class A Common Stock | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Common stock, par value (dollars per share) | $ / shares | $ 0.01 | |||||||
Subsequent Event | Class A Common Stock | MSG Networks | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Common stock, par value (dollars per share) | $ / shares | 0.01 | |||||||
Subsequent Event | Class B Common Stock | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Common stock, par value (dollars per share) | $ / shares | 0.01 | |||||||
Subsequent Event | Class B Common Stock | MSG Networks | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Common stock, par value (dollars per share) | $ / shares | $ 0.01 | |||||||
Pending Business Combination Equity Interest Issued Or Issuable Share Conversion Ratio | shares | 0.172 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) shares in Thousands | Apr. 17, 2020shares | Jul. 31, 2013 | Sep. 30, 2020USD ($) | Apr. 17, 2020USD ($) | Jun. 30, 2021USD ($)segment | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Net income | $ (430,450,000) | $ (14,687,000) | $ (30,138,000) | |||||
Advertising costs | 1,008,000 | 10,579,000 | 13,106,000 | |||||
Investment owned (in shares) | shares | 23,992 | |||||||
Allowance for doubtful accounts | $ 5,577,000 | 9,135,000 | ||||||
Permit renewal period | 10 years | |||||||
Number of operating segments | segment | 2 | |||||||
Number of reporting units | segment | 2 | |||||||
Non-cash goodwill impairment charge | $ 0 | 88,583,000 | ||||||
Non-cash impairment charges for property and equipment assets | 8,047,000 | |||||||
Non-cash impairment charges for right-of-use assets | 5,646,000 | |||||||
Non-cash impairment charges for intangible assets | 3,541,000 | |||||||
Operating lease ROU assets | $ 268,568,000 | 220,328,000 | ||||||
Current operating lease liabilities | 68,544,000 | 53,388,000 | ||||||
Long-term operating lease liabilities | 224,729,000 | 174,219,000 | ||||||
Restricted cash | 22,984,000 | 17,749,000 | $ 10,010,000 | $ 6,711,000 | ||||
The Garden | MSG Sports | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Operating Lease, Lease Income | 21,345,000 | 0 | ||||||
Debt | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Restricted cash | 4,800,000 | |||||||
Christmas Spectacular | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Net deferred production costs | $ 6,577,000 | 6,683,000 | ||||||
Tao Group Hospitality Reporting Unit | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Non-cash goodwill impairment charge | 88,583,000 | |||||||
MSG Sports Corp | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Venue usage charge | $ 45,358,000 | $ 47,093,000 |
Acquisition and Disposition - H
Acquisition and Disposition - Hakkasan Acquisition (Details) $ in Thousands | 12 Months Ended | ||||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Apr. 27, 2021USD ($)venue | ||
Business Acquisition [Line Items] | |||||
Goodwill | $ 77,687 | $ 74,309 | $ 165,558 | ||
Other purchase accounting adjustments | 3,334 | $ 4,367 | $ 4,764 | ||
Hakkasan | |||||
Business Acquisition [Line Items] | |||||
number of venues | venue | 37 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 16,737 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 33,393 | ||||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Right-of-use lease assets | 44,818 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 47,170 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 12,641 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (15,957) | ||||
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation | 52,025 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 13,655 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 73,122 | ||||
Goodwill | [1] | 3,378 | |||
Redeemable Noncontrolling Interest, Equity, Other, Fair Value | [2] | $ 76,500 | |||
Other purchase accounting adjustments | 1,070 | ||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 27,604 | ||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 2,896 | ||||
Business Combination, Acquisition Related Costs | $ 3,686 | ||||
Hakkasan | Tao Group Hospitality | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Including Subsequent Acquisition, Percentage | 63.00% | ||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 77.50% | ||||
Hakkasan | Hakkasan Parent | Tao Group Hospitality | |||||
Business Acquisition [Line Items] | |||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 18.00% | ||||
Hakkasan | Tao Group Sub-Holdings LLC | Tao Group Hospitality | |||||
Business Acquisition [Line Items] | |||||
Common equity interest (as a percent) | 82.00% | ||||
[1] | Primarily represents expected synergies from combining operations of Hakkasan and Tao Group Hospitality, and is not deductible for income tax purposes. | ||||
[2] | Hakkasan Parent has the right to put its equity interest in Tao Group Sub-Holdings LLC to Tao Group Hospitality for fair market value (subject to a floor value determined based upon a multiple of trailing EBITDA) beginning in 2026 and each second year thereafter by providing notice during a 30 day window starting June 1, 2025 (and each second June 1 thereafter). Consideration paid upon exercise of the put right shall be, at the option of Tao Group Hospitality, in cash, debt, or stock of the Company or its successor, subject to certain limitations. Additionally, Tao Group Hospitality may elect to satisfy this put obligation through a sale of Tao Group Sub-Holdings or a going public transaction with respect to Tao Group Sub-Holdings. |
Acquisition and Disposition - T
Acquisition and Disposition - Tao Group Hospitality Additional Interest Acquisition (Narrative) (Details) $ in Thousands | Jan. 22, 2020USD ($)shares | Jun. 30, 2020noncontrolling_interest_holder | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) |
Business Acquisition [Line Items] | ||||
Issuance of shares by noncontrolling interest holders (in shares) | shares | 102,000 | |||
Decrease in carrying value of redeemable noncontrolling interests | $ 37,715 | |||
Number of noncontrolling interest holders party to amended employment agreements | noncontrolling_interest_holder | 2 | |||
Adjustment of redemption fair value | $ 46,425 | $ 20,586 | ||
Expense associated with put options | $ 2,348 | $ 489 | ||
Tao Group Hospitality | ||||
Business Acquisition [Line Items] | ||||
Common equity interest (as a percent) | 78.00% | |||
Tao Group Hospitality | ||||
Business Acquisition [Line Items] | ||||
Additional common equity interest acquired (as a percent) | 15.00% |
Acquisition and Disposition - D
Acquisition and Disposition - Disposition of The Forum (Narrative) (Details) - USD ($) $ in Thousands | Dec. 05, 2018 | Jun. 30, 2020 | Mar. 24, 2020 |
Membership Interest Purchase Agreement | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash consideration for sale of business | $ 400,000 | ||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Forum | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain on sale | $ 240,783 | ||
Transaction cost | 50,806 | ||
Gain on sale attributable to settlement of related litigation | 140,495 | ||
Consulting service fee | $ 48,742 | ||
Discontinued Operations, Disposed of by Sale | Azoff Music | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Remaining interest sold (as a percent) | 50.00% |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Related Party Transaction [Line Items] | |||
Revenue Not from Contract with Customer, Other | $ 24,325 | ||
Allowance for doubtful accounts | 5,577 | $ 9,135 | |
Financing Receivable, Allowance for Credit Loss, Writeoff | 4,026 | ||
Provision for Other Credit Losses | 468 | ||
Revenue-sharing expense | MSG Sports Corp | |||
Related Party Transaction [Line Items] | |||
Expense incurred for related party share of suite license and sponsorship revenue | $ 1,025 | $ 110,002 | $ 145,723 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | $ 156,076 | $ 762,936 | $ 1,048,909 | |
Revenues | [1] | 180,401 | 762,936 | 1,048,909 |
Operating Leases, Income Statement, Lease Revenue | 24,325 | |||
Event-related and entertainment dining and nightlife offerings | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 98,327 | 178,819 | 252,724 | |
Ticketing and venue license fee revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 8,311 | 310,971 | 420,285 | |
Sponsorship and signage, suite, and advertising commission revenues (b) | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 43,516 | 199,001 | 265,331 | |
Food, beverage and merchandise revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 3,078 | 62,341 | 83,307 | |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 2,844 | 11,804 | 27,262 | |
Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | (2,046) | (2,473) | (1,800) | |
Revenues | (2,046) | (2,473) | (1,800) | |
Eliminations | Event-related and entertainment dining and nightlife offerings | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | (1,839) | (1,382) | (927) | |
Eliminations | Ticketing and venue license fee revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | |
Eliminations | Sponsorship and signage, suite, and advertising commission revenues (b) | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | (207) | (1,091) | (873) | |
Eliminations | Food, beverage and merchandise revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | |
Eliminations | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | |
Entertainment | ||||
Disaggregation of Revenue [Line Items] | ||||
Operating Leases, Income Statement, Lease Revenue | 24,325 | |||
Entertainment | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 57,956 | 585,208 | 797,058 | |
Revenues | 82,281 | 585,208 | 797,058 | |
Entertainment | Operating Segments | Event-related and entertainment dining and nightlife offerings | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | |
Entertainment | Operating Segments | Ticketing and venue license fee revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 8,311 | 310,971 | 420,285 | |
Entertainment | Operating Segments | Sponsorship and signage, suite, and advertising commission revenues (b) | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 43,723 | 200,092 | 266,204 | |
Entertainment | Operating Segments | Food, beverage and merchandise revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 3,078 | 62,341 | 83,307 | |
Entertainment | Operating Segments | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 2,844 | 11,804 | 27,262 | |
Tao Group Hospitality | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 100,166 | 180,201 | 253,651 | |
Tao Group Hospitality | Operating Segments | Event-related and entertainment dining and nightlife offerings | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 100,166 | 180,201 | 253,651 | |
Tao Group Hospitality | Operating Segments | Ticketing and venue license fee revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | |
Tao Group Hospitality | Operating Segments | Sponsorship and signage, suite, and advertising commission revenues (b) | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | |
Tao Group Hospitality | Operating Segments | Food, beverage and merchandise revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | |
Tao Group Hospitality | Operating Segments | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 0 | 0 | 0 | |
Transferred at Point in Time | Event-related and entertainment dining and nightlife offerings | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 96,865 | 551,847 | 763,090 | |
Transferred at Point in Time | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 38,374 | 33,742 | 41,061 | |
Transferred at Point in Time | Eliminations | Event-related and entertainment dining and nightlife offerings | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | (1,522) | (507) | (852) | |
Transferred at Point in Time | Eliminations | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | (317) | (875) | (75) | |
Transferred at Point in Time | Entertainment | Operating Segments | Event-related and entertainment dining and nightlife offerings | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 14,062 | 390,691 | 529,737 | |
Transferred at Point in Time | Entertainment | Operating Segments | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 27,586 | 17,719 | 23,478 | |
Transferred at Point in Time | Tao Group Hospitality | Operating Segments | Event-related and entertainment dining and nightlife offerings | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 84,325 | 161,663 | 234,205 | |
Transferred at Point in Time | Tao Group Hospitality | Operating Segments | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 11,105 | 16,898 | 17,658 | |
Transferred over Time | Sponsorship and signage, suite, and advertising commission revenues (b) | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 20,837 | 177,347 | 244,758 | |
Transferred over Time | Eliminations | Sponsorship and signage, suite, and advertising commission revenues (b) | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | (207) | (1,091) | (873) | |
Transferred over Time | Entertainment | Operating Segments | Sponsorship and signage, suite, and advertising commission revenues (b) | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | 16,308 | 176,798 | 243,843 | |
Transferred over Time | Tao Group Hospitality | Operating Segments | Sponsorship and signage, suite, and advertising commission revenues (b) | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues from contracts with customers | $ 4,736 | $ 1,640 | $ 1,788 | |
[1] | Includes revenues from related parties of $49,969, $18,408 and $18,259 for the years ended June 30, 2021, 2020 and 2019, respectively. |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Contract Balances [Line Items] | |||
Revenue recognized | $ 11,204 | ||
Receivables from contracts with customers, net | |||
Contract Balances [Line Items] | |||
Contract balance, assets | 86,454 | $ 59,828 | $ 81,170 |
Other current assets | |||
Contract Balances [Line Items] | |||
Contract balance, assets | 7,052 | 3,850 | 6,873 |
Deferred revenue, including non-current portion | |||
Contract Balances [Line Items] | |||
Contract balance, liabilities | 210,037 | 193,112 | 197,047 |
Net related party receivables | |||
Contract Balances [Line Items] | |||
Contract balance, assets | $ 4,848 | $ 2,644 | $ 126 |
Revenue Recognition - Remaining
Revenue Recognition - Remaining Performance Obligation (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-06-30 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 432,460 |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 101,393 |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 96,749 |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 77,948 |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 55,945 |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 43,180 |
Expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 57,245 |
Expected timing of satisfaction, period | 1 year |
Restructuring and Related Act_3
Restructuring and Related Activities (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2020employee | Aug. 31, 2020employee | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | |
Restructuring and Related Activities [Abstract] | |||||
Number of employees furloughed | employee | 10 | 350 | |||
Restructuring Charges | $ 21,299 | $ 0 | $ 0 | ||
Restructuring Reserve | 181 | $ 0 | |||
Payments for Restructuring | $ (21,118) |
Computation of Earnings (Loss_3
Computation of Earnings (Loss) per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Apr. 17, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Computation of Earnings (Loss) per Common Share [Abstract] | ||||||
Distribution to Madison Square Garden Sports Corp. stockholders (in shares) | 23,992 | |||||
Net income (loss) attributable to Madison Square Garden Entertainment Corp.’s stockholders | $ (412,082) | $ 17,234 | $ (17,894) | |||
The Company equity adjustment for temporary Equity valuye To Redemption Value | (8,728) | 0 | 0 | |||
Net Income (Loss) Available to Common Stockholders, Basic | $ (420,810) | $ 17,234 | $ (17,894) | |||
Weighted-average shares for basic EPS | 24,205 | 23,998 | [1] | 23,992 | [1] | |
Dilutive effect of shares issuable under share-based compensation plans (a) | 0 | 19 | 0 | |||
Weighted-average shares for diluted EPS | 24,205 | 24,017 | [1] | 23,992 | [1] | |
Weighted-average anti-dilutive shares (b) | 0 | 522 | 0 | |||
Earnings (Loss) Per Share, Basic | $ (17.39) | $ 0.72 | [1] | $ (0.75) | [1] | |
Earnings (loss) per Share, Diluted | $ (17.39) | $ 0.72 | [1] | $ (0.75) | [1] | |
[1] | On April 17, 2020 (the “Entertainment Distribution Date”), 23,992 shares of common stock were distributed to stockholders of Madison Square Garden Sports Corp. (“MSG Sports,” formerly known as The Madison Square Garden Company) as of April 13, 2020. This share amount is being utilized for the calculation of basic and diluted earnings (loss) per share for both the years ended June 30, 2019 and for the period prior to April 17, 2020 in the year ended June 30, 2020 because Madison Square Garden Entertainment Corp. was a wholly-owned subsidiary of MSG Sports. prior to the Entertainment Distribution Date. |
Cash, Cash Equivalent and Res_3
Cash, Cash Equivalent and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 |
Cash, Cash Equivalents and Restricted Cash [Abstract] | ||||
Cash and cash equivalents | $ 1,168,760 | $ 906,555 | $ 1,082,055 | $ 1,225,645 |
Restricted cash | 22,984 | 17,749 | 10,010 | 6,711 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Total | $ 1,191,744 | $ 924,304 | $ 1,092,065 | $ 1,232,356 |
Investments and Loans to Nonc_3
Investments and Loans to Nonconsolidated Affiliates - Equity and Other Investments without Readily Determinable Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | Jul. 31, 2018 | |
Schedule of Investments [Line Items] | ||||
Investment | $ 45,969 | $ 52,622 | ||
Total | 45,969 | 52,622 | ||
Impairment charge | 533 | $ 398 | ||
Increase in carrying value | 3,738 | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance, beginning of period | 3,500 | 13,867 | ||
Transfer out of Level III to Level I for investment in DraftKings | 0 | (9,834) | ||
Impairment charge | 0 | (533) | ||
Balance, end of period | $ 3,500 | $ 3,500 | 13,867 | |
SACO Technologies Inc. (“SACO”) | ||||
Schedule of Investments [Line Items] | ||||
Ownership Percentage | 30.00% | 30.00% | 30.00% | |
DraftKings | ||||
Schedule of Investments [Line Items] | ||||
Investment in equity without readily determinable fair value | $ 9,834 | |||
Equity method investments | SACO Technologies Inc. (“SACO”) | ||||
Schedule of Investments [Line Items] | ||||
Investment | $ 36,265 | $ 40,461 | ||
Equity method investments | Others | ||||
Schedule of Investments [Line Items] | ||||
Investment | 6,204 | 8,661 | ||
Equity investments with readily determinable fair value (c) | ||||
Schedule of Investments [Line Items] | ||||
Investment | $ 3,500 | $ 3,500 |
Investments and Loans to Nonc_4
Investments and Loans to Nonconsolidated Affiliates - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2018 | Jul. 31, 2018 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||||
Consideration paid for acquiree | $ 0 | $ 1,050 | $ 52,707 | ||
SACO | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Interest acquired (as a percent) | 30.00% | 30.00% | 30.00% | ||
Equity method investments | SACO | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Purchase price for interest acquired | $ 47,244 | ||||
Consideration paid for acquiree | $ 4,800 | 42,444 | |||
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 | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Limited Liability Company Or Limited Partnership, Ownership Interest Required To Account For Investment Under Equity Method, Percentage | 3.00% | ||||
Minimum | Amortizable intangible assets | SACO | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Amortization period | 6 years | ||||
Maximum | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Limited Liability Company Or Limited Partnership, Ownership Interest Required To Account For Investment Under Equity Method, Percentage | 5.00% | ||||
Maximum | Amortizable intangible assets | SACO | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Amortization period | 12 years |
Investments and Loans to Nonc_5
Investments and Loans to Nonconsolidated Affiliates - Investments in Equity Securities (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||
Cost Basis | $ 29,258 | $ 32,042 | |
Carrying value / Fair value | 86,264 | 57,061 | |
Realized and unrealized gain (loss) on equity investments with readily determinable fair value, see Note 8 for further detail. | 51,178 | 37,628 | $ (3,497) |
Proceeds from sale of equity securities | 22,079 | 7,659 | 0 |
Townsquare | |||
Schedule of Equity Method Investments [Line Items] | |||
Unrealized Gain (Loss) on Securities | $ 26,563 | $ (2,920) | (3,497) |
Townsquare | Common stock | Common Class A [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Units / Shares Held | 583 | 3,208 | |
Cost Basis | $ 4,221 | $ 23,222 | |
Carrying value / Fair value | $ 7,435 | $ 14,340 | |
Townsquare | Common stock | Common Class C | |||
Schedule of Equity Method Investments [Line Items] | |||
Units / Shares Held | 2,625 | ||
Cost Basis | $ 19,001 | ||
Carrying value / Fair value | $ 33,469 | ||
DraftKings | Common stock | |||
Schedule of Equity Method Investments [Line Items] | |||
Units / Shares Held | 869 | ||
Cost Basis | $ 6,036 | ||
Carrying value / Fair value | 45,360 | ||
Draftkings | |||
Schedule of Equity Method Investments [Line Items] | |||
Units / Shares Held | 1,280 | ||
Unrealized Gain (Loss) on Securities | 26,942 | $ 34,197 | 0 |
Debt and Equity Securities, Realized Gain (Loss) | $ (2,327) | $ 6,351 | $ 0 |
Number of Shares of Equity Securities Sold | 420 | 197 | 0 |
Proceeds from sale of equity securities | $ 22,079 | $ 7,659 | $ 0 |
Draftkings | Common stock | |||
Schedule of Equity Method Investments [Line Items] | |||
Cost Basis | 8,798 | ||
Carrying value / Fair value | $ 42,589 | ||
Draftkings | Warrant | |||
Schedule of Equity Method Investments [Line Items] | |||
Units / Shares Held | 9 | ||
Cost Basis | $ 22 | ||
Carrying value / Fair value | $ 132 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,943,272 | $ 2,416,604 |
Less accumulated depreciation and amortization | (843,925) | (770,489) |
Property and equipment, net | 2,099,347 | 1,646,115 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 150,750 | 141,638 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 996,295 | 993,206 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 378,086 | 345,314 |
Aircraft | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 38,090 | 38,090 |
Estimated Useful Lives | 20 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 38,896 | 42,389 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 196,273 | 170,585 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,144,882 | $ 685,382 |
Minimum | Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 1 year | |
Minimum | Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 1 year | |
Maximum | Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 20 years | |
Maximum | Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 7 years |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | Apr. 27, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | $ 2,943,272 | $ 2,416,604 | ||
Depreciation and amortization expense on property and equipment | 88,519 | 91,148 | $ 95,904 | |
Hakkasan | ||||
Property, Plant and Equipment [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 33,393 | |||
Construction in progress, capital expenditure accruals | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 106,574 | 78,618 | ||
Equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 378,086 | 345,314 | ||
Equipment | Hakkasan | ||||
Property, Plant and Equipment [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 4,701 | |||
Leasehold improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 196,273 | 170,585 | ||
Leasehold improvements | Hakkasan | ||||
Property, Plant and Equipment [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 26,296 | |||
Furniture and fixtures | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | $ 38,896 | $ 42,389 | ||
Furniture and fixtures | Hakkasan | ||||
Property, Plant and Equipment [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 2,396 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | Apr. 27, 2021USD ($)Lease | Jun. 30, 2021USD ($)Lease | Jun. 30, 2020USD ($)Lease |
Lessee, Lease, Description [Line Items] | |||
After-tax cash flow to be received (as a percent) | 0.25 | ||
Ground lease, term of contract | 50 years | ||
Cash paid for lease arrangements | $ 49,312 | $ 54,980 | |
Right-of-use asset obtained in exchange for operating lease liability, number of leases | Lease | 6 | ||
Right-of-use asset obtained in exchange for operating lease liability | $ 47,790 | 16,765 | |
Non-cash impairment charges for right-of-use assets | $ 5,646 | ||
Operating lease, weighted average remaining lease term | 7 years 3 months 18 days | ||
Operating lease, weighted average discount rate, percent | 8.04% | ||
ROU Obtained for lease liabilities in business combination, number of leases | Lease | 3 | ||
Hakkasan | |||
Lessee, Lease, Description [Line Items] | |||
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation | $ (52,025) | ||
ROU Obtained for lease liabilities in business combination, number of leases | Lease | 17 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, term of contract | 9 months | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, term of contract | 19 years 6 months |
Leases Leases (Assets and Liabi
Leases Leases (Assets and Liabilities Recognized) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Lessee, Lease, Description [Line Items] | ||
Right-of-use lease assets | $ 268,568 | $ 220,328 |
Operating lease liabilities, current | 68,544 | 53,388 |
Operating lease liabilities, noncurrent | 224,729 | 174,219 |
Total lease liabilities | 293,273 | 227,607 |
Right-of-use lease assets | ||
Lessee, Lease, Description [Line Items] | ||
Right-of-use lease assets | 268,568 | 220,328 |
Operating lease liabilities, current | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease liabilities, current | 68,544 | 53,388 |
Operating lease liabilities, noncurrent | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease liabilities, noncurrent | $ 224,729 | $ 174,219 |
Leases Leases (Costs incurred i
Leases Leases (Costs incurred in the period) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Total lease cost | $ 53,839 | $ 56,290 |
Direct operating expenses | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease cost | 31,074 | 32,348 |
Short-term lease cost | 0 | 348 |
Variable lease cost | 1,810 | 4,008 |
Selling, general and administrative expenses | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease cost | 20,898 | 19,525 |
Variable lease cost | $ 57 | $ 61 |
Leases Leases (Remaining liabil
Leases Leases (Remaining liabilities) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Leases [Abstract] | ||
Fiscal year ending June 30, 2022 | $ 71,346 | |
Fiscal year ending June 30, 2023 | 72,248 | |
Fiscal year ending June 30, 2024 | 52,311 | |
Fiscal year ending June 30, 2025 | 33,751 | |
Fiscal year ending June 30, 2026 | 30,248 | |
Thereafter | 150,473 | |
Total lease payments | 410,377 | |
Less imputed interest | 117,104 | |
Total lease liabilities | $ 293,273 | $ 227,607 |
Lessor Arrangements (Details)
Lessor Arrangements (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Lessor, Lease, Description [Line Items] | ||
Sublease Income | $ 2,552,000 | |
Operating Leases, Income Statement, Lease Revenue | 24,325,000 | |
Unrelated Third Party | ||
Lessor, Lease, Description [Line Items] | ||
Operating Lease, Lease Income | 428,000 | |
The Garden | MSG Sports | ||
Lessor, Lease, Description [Line Items] | ||
Operating Lease, Lease Income | $ 21,345,000 | $ 0 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Carrying Amount of Goodwill By Reportable Segment) (Details) - USD ($) | Mar. 24, 2020 | Sep. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Goodwill [Roll Forward] | ||||
Goodwill | $ 74,309,000 | $ 74,309,000 | $ 165,558,000 | |
Acquisition of Hakkasan (c) | (2,666,000) | |||
Goodwill impairment | 0 | (88,583,000) | ||
Goodwill | 77,687,000 | 74,309,000 | ||
Acquisition | 3,378,000 | |||
Entertainment | ||||
Goodwill [Roll Forward] | ||||
Goodwill | 74,309,000 | 74,309,000 | 76,975,000 | |
Acquisition of Hakkasan (c) | (2,666,000) | |||
Goodwill impairment | 0 | |||
Goodwill | 74,309,000 | 74,309,000 | ||
Acquisition | 0 | |||
Tao Group Hospitality | ||||
Goodwill [Roll Forward] | ||||
Goodwill | $ 0 | 0 | 88,583,000 | |
Acquisition of Hakkasan (c) | 0 | |||
Goodwill impairment | (88,583,000) | |||
Goodwill | 3,378,000 | $ 0 | ||
Acquisition | $ 3,378,000 | |||
Disposal Group, Not Discontinued Operations | Forum | ||||
Goodwill [Roll Forward] | ||||
Goodwill, transfers | $ 2,666,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Schedule of Indefinite-Lived Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2021 | |
Indefinite-lived Intangible Assets by Major Class [Line Items] | ||
Indefinite-lived intangible assets | $ 63,801 | $ 63,801 |
Impairment of indefinite-lived intangible assets | 3,541 | |
Trademarks | Entertainment | ||
Indefinite-lived Intangible Assets by Major Class [Line Items] | ||
Indefinite-lived intangible assets | 61,881 | 61,881 |
Photographic related rights | MSG Sports Corp | ||
Indefinite-lived Intangible Assets by Major Class [Line Items] | ||
Indefinite-lived intangible assets | $ 1,920 | $ 1,920 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Schedule of Intangible Assets Subject To Amortization) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Gross | $ 227,997 | $ 197,827 | ||
Accumulated Amortization | (56,546) | (47,401) | ||
Net | 171,451 | 150,426 | ||
Non-cash impairment charge | 3,541 | |||
Amortization of favorable lease assets | 26,145 | 13,751 | $ 13,439 | |
Trade Names | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross | 121,000 | 97,530 | ||
Accumulated Amortization | (25,605) | (20,774) | ||
Net | $ 95,395 | 76,756 | ||
Trade Names | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated Useful Lives | 2 years | |||
Trade Names | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated Useful Lives | 25 years | |||
Venue Management Contracts | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross | $ 85,700 | 79,000 | ||
Accumulated Amortization | (17,518) | (15,590) | ||
Net | $ 68,182 | 63,410 | ||
Amortization of favorable lease assets | $ 14,280 | |||
Venue Management Contracts | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated Useful Lives | 5 years 8 months 1 day | |||
Venue Management Contracts | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated Useful Lives | 20 years | |||
Off-Market Favorable Lease | Rent Expense | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of favorable lease assets | $ 4,696 | |||
Noncompete Agreements | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross | $ 9,000 | 9,000 | ||
Accumulated Amortization | (6,913) | (5,348) | ||
Net | $ 2,087 | 3,652 | ||
Noncompete Agreements | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated Useful Lives | ||||
Noncompete Agreements | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated Useful Lives | 5 years 9 months | |||
Festival Rights | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross | $ 8,080 | 8,080 | ||
Accumulated Amortization | (2,696) | (2,156) | ||
Net | $ 5,384 | 5,924 | ||
Festival Rights | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated Useful Lives | 15 years | |||
Other Intangible Assets | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross | $ 4,217 | 4,217 | ||
Accumulated Amortization | (3,814) | (3,533) | ||
Net | $ 403 | $ 684 | ||
Other Intangible Assets | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated Useful Lives | ||||
Other Intangible Assets | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated Useful Lives | 15 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Schedule of Finite-Lived Intangible Assets, Future Amortization Expense) (Details) - USD ($) $ in Thousands | Apr. 27, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Fiscal year ending June 30, 2022 | $ 14,558 | ||||
Fiscal year ending June 30, 2023 | 13,350 | ||||
Fiscal year ending June 30, 2024 | 12,676 | ||||
Fiscal year ending June 30, 2025 | 12,676 | ||||
Fiscal year ending June 30, 2026 | 12,668 | ||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of favorable lease assets | $ 26,145 | $ 13,751 | $ 13,439 | ||
Venue Management Contracts | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of favorable lease assets | $ 14,280 | ||||
Finite-Lived Intangible Assets, Period Increase (Decrease) | $ 17 | ||||
Hakkasan | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 47,170 | ||||
Hakkasan | Trade Names | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 23,470 | ||||
Hakkasan | Trade Names | Weighted Average | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Lives | 17 years 8 months 12 days | ||||
Hakkasan | Venue Management Contracts | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 23,700 | ||||
Hakkasan | Venue Management Contracts | Weighted Average | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated Useful Lives | 11 years 9 months 18 days |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 12 Months Ended |
Jun. 30, 2021 | |
Long-term Purchase Commitment [Line Items] | |
Ground lease, term of contract | 50 years |
After-tax cash flow to be received (as a percent) | 0.25 |
Commitments and Contingencies_2
Commitments and Contingencies - Contractual Obligations And Off Balance Sheet Arrangements (Details) $ in Thousands | 12 Months Ended |
Jun. 30, 2021USD ($) | |
Other Commitments [Line Items] | |
Fiscal year ending June 30, 2022 | $ 132,882 |
Fiscal year ending June 30, 2023 | 17,255 |
Long-Term Debt, Maturity, Year Two | 16,500 |
Fiscal year ending June 30, 2024 | 34,118 |
Long-Term Debt, Maturity, Year Three | 34,000 |
Fiscal year ending June 30, 2025 | 6,557 |
Long-Term Debt, Maturity, Year Four | 6,500 |
Fiscal year ending June 30, 2026 | 620,750 |
Long-Term Debt, Maturity, Year Five | 620,750 |
Thereafter | 0 |
Long-Term Debt, Maturity, after Year Five | 0 |
Total Commitments and Contractual Obligations | 811,562 |
Lessee, Operating Lease, Liability, to be Paid | $ 410,377 |
Ground lease, term of contract | 50 years |
After-tax cash flow to be received (as a percent) | 0.25 |
BCE | |
Other Commitments [Line Items] | |
Loans payable | $ 637 |
Off Balance Sheet [Member] | Letter of Credit | |
Other Commitments [Line Items] | |
Total Commitments and Contractual Obligations | 4,226 |
Off Balance Sheet [Member] | Other | |
Other Commitments [Line Items] | |
Tenant Improvements | 24,000 |
Lessee, Operating Lease, Liability, to be Paid | 60,458 |
Off Balance Sheet [Member] | Capital Expenditures, Equipment Purchases and Other Service Agreements | |
Other Commitments [Line Items] | |
MSG Sphere related commitments | 60,310 |
Commitments (a) (b) | Debt Repayments | |
Other Commitments [Line Items] | |
Fiscal year ending June 30, 2022 | 12,750 |
Long-Term Debt, Maturity, Year Two | 17,137 |
Long-Term Debt, Maturity, Year Three | 34,000 |
Long-Term Debt, Maturity, Year Four | 6,500 |
Long-Term Debt, Maturity, Year Five | 620,750 |
Long-Term Debt, Maturity, after Year Five | 0 |
Total Commitments and Contractual Obligations | 691,137 |
Commitments (a) (b) | Other | |
Other Commitments [Line Items] | |
Fiscal year ending June 30, 2022 | 120,132 |
Fiscal year ending June 30, 2023 | 118 |
Fiscal year ending June 30, 2024 | 118 |
Fiscal year ending June 30, 2025 | 57 |
Fiscal year ending June 30, 2026 | 0 |
Thereafter | 0 |
Total Commitments and Contractual Obligations | 120,425 |
MSG Sphere | Off Balance Sheet [Member] | Construction Contracts | |
Other Commitments [Line Items] | |
MSG Sphere related commitments | 1,025,000 |
MSG Sphere | Commitments (a) (b) | |
Other Commitments [Line Items] | |
Fiscal year ending June 30, 2022 | $ 98,000 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Fair Value, Assets Measured on Recurring Basis) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | $ 1,140,022 | $ 1,101,303 |
Time deposits (a) | Fair Value, Inputs, Level 1 | Cash and Cash Equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 362,237 | 0 |
Term deposits (b) | Fair Value, Inputs, Level 1 | Cash and Cash Equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 691,521 | 777 |
Term deposits (b) | Fair Value, Inputs, Level 1 | Short-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 37,250 |
U.S. treasury bills (b) | Fair Value, Inputs, Level 1 | Cash and Cash Equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 699,945 |
U.S. treasury bills (b) | Fair Value, Inputs, Level 1 | Short-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 299,942 |
Notes Receivable | Fair Value, Inputs, Level 1 | Other current assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 6,328 |
Equity Securities With Readily Determinable Fair Values | Fair Value, Inputs, Level 1 | Other Noncurrent Assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | $ 86,264 | $ 57,061 |
Fair Value Measurements (Sche_2
Fair Value Measurements (Schedule of Fair Value, Financial Instruments) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | Nov. 12, 2020 | May 23, 2019 | |
Schedule of Financial Instruments [Line Items] | |||||
Short-term investments | $ 0 | $ 337,192 | |||
Proceeds from collection of notes receivable | 0 | 58,735 | $ 4,765 | ||
Secured Debt | Tao Group Hospitality | |||||
Schedule of Financial Instruments [Line Items] | |||||
Debt instrument, face amount | $ 40,000 | ||||
Secured Debt | MSG National Properties LLC | |||||
Schedule of Financial Instruments [Line Items] | |||||
Debt instrument, face amount | $ 650,000 | ||||
Revolving Credit Facility | Tao Group Hospitality | |||||
Schedule of Financial Instruments [Line Items] | |||||
Debt instrument, face amount | 25,000 | ||||
TAO 2019 Senior Credit Agreement | Debt | |||||
Schedule of Financial Instruments [Line Items] | |||||
Carrying value of financial instrument liabilities | 43,750 | 33,750 | |||
TAO 2019 Senior Credit Agreement | Loans Payable | Tao | |||||
Schedule of Financial Instruments [Line Items] | |||||
Debt instrument, face amount | $ 40,000 | ||||
TAO 2019 Senior Credit Agreement | Loans Payable | Tao Group Hospitality | |||||
Schedule of Financial Instruments [Line Items] | |||||
Long-term debt, term | 5 years | ||||
TAO 2019 Senior Credit Agreement | Fair Value, Inputs, Level 2 | Debt | |||||
Schedule of Financial Instruments [Line Items] | |||||
Fair value of financial instrument liabilities | 43,851 | 32,367 | |||
TAO 2019 Senior Credit Agreement | Revolving Credit Facility | Tao | |||||
Schedule of Financial Instruments [Line Items] | |||||
Debt instrument, face amount | $ 25,000 | ||||
TAO 2019 Senior Credit Agreement | Revolving Credit Facility | Tao Group Hospitality | |||||
Schedule of Financial Instruments [Line Items] | |||||
Long-term debt, term | 5 years | ||||
National Properties Nov2020 Senior Secured Term Loan Agreement | Debt | |||||
Schedule of Financial Instruments [Line Items] | |||||
Carrying value of financial instrument liabilities | 646,750 | 0 | |||
National Properties Nov2020 Senior Secured Term Loan Agreement | Loans Payable | MSG National Properties LLC | |||||
Schedule of Financial Instruments [Line Items] | |||||
Debt instrument, face amount | $ 650,000 | ||||
National Properties Nov2020 Senior Secured Term Loan Agreement | Fair Value, Inputs, Level 2 | Debt | |||||
Schedule of Financial Instruments [Line Items] | |||||
Fair value of financial instrument liabilities | $ 669,386 | $ 0 |
Credit Facilities - National Pr
Credit Facilities - National Properties Narrative (Details) - MSG National Properties LLC $ in Thousands | 12 Months Ended | |
Jun. 30, 2021USD ($) | Nov. 12, 2020USD ($) | |
London Interbank Offered Rate (LIBOR) | Minimum | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | |
National Properties Nov2020 Senior Secured Term Loan Agreement | ||
Debt Instrument [Line Items] | ||
Percentage bearing variable interest, percentage rate | 7.00% | |
Debt Instrument, Collateral | All obligations under the National Properties Term Loan Facility, including the guarantees of those obligations, are secured by certain of the assets of MSG National Properties and the Subsidiary Guarantors (collectively, “Collateral”) including, but not limited to, a pledge of some or all of the equity interests held directly or indirectly by MSG National Properties in each Subsidiary Guarantor. The Collateral does not include, among other things, any interests in The Garden or the leasehold interests in Radio City Music Hall and the Beacon Theatre. | |
Debt Instrument, Subjective Acceleration Clause | Under certain circumstances, MSG National Properties is required to make mandatory prepayments on loans outstanding, including prepayments in an amount equal to a specified percentage of excess cash flow in any fiscal year and prepayments in an amount equal to the net cash proceeds of certain sales of assets or casualty insurance and/or condemnation recoveries (subject to certain reinvestment, repair or replacement rights), in each case subject to certain exceptions. | |
Debt Instrument, Restrictive Covenants | The National Properties Term Loan Facility contains certain restrictions on the ability of MSG National Properties and its restricted subsidiaries to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the National Properties Term Loan Facility, including the following: (i) incur additional indebtedness; (ii) create liens on certain assets; (iii) make investments, loans or advances in or to other persons; (iv) pay dividends and distributions or repurchase capital stock (which will restrict the ability of MSG National Properties to make cash distributions to the Company); (v) repay, redeem or repurchase certain indebtedness; (vi) change its lines of business; (vii) engage in certain transactions with affiliates; (viii) amend their respective organizational documents; (ix) merge or consolidate; and (x) make certain dispositions. | |
Debt Instrument, Covenant Compliance | MSG National Properties and its restricted subsidiaries were in compliance with the covenants of the National Properties Term Loan Facility. | |
National Properties Nov2020 Senior Secured Term Loan Agreement | Minimum | Measurement Input Leverage Ratio | ||
Debt Instrument [Line Items] | ||
Debt instrument, measurement input | 5 | |
National Properties Nov2020 Senior Secured Term Loan Agreement | Base Rate | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 5.25% | |
National Properties Nov2020 Senior Secured Term Loan Agreement | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 6.25% | |
National Properties Nov2020 Senior Secured Term Loan Agreement | Loans Payable | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 650,000 | |
Liquidity Requirement | 450,000 | |
Liquidity Requirement, After first year | 200,000 | |
Long-term Debt, Maturities, Repayment Terms | The principal obligations under the National Properties Term Loan Facility are to be repaid in quarterly installments in an aggregate amount equal to 1.00% per annum (0.25% per quarter), with the balance due at the maturity of the facility. | |
National Properties Nov2020 Senior Secured Term Loan Agreement | Loans Payable | Minimum | ||
Debt Instrument [Line Items] | ||
Liquidity Requirement | $ 200,000 | |
National Properties Nov2020 Senior Secured Term Loan Agreement | Loans Payable | Minimum | Scenario, Adjustment | ||
Debt Instrument [Line Items] | ||
Liquidity Requirement | $ 50,000 |
Credit Facilities - Tao Narrati
Credit Facilities - Tao Narrative (Details) | Jun. 15, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2022 | Aug. 06, 2020USD ($) | May 23, 2019USD ($) |
Line of Credit Facility [Line Items] | ||||||||
Long-term debt, gross | $ 690,500,000 | |||||||
TAO 2019 Senior Credit Agreement | Tao Group Hospitality | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Repayments of debt | 5,000,000 | $ 21,250,000 | $ 109,312,000 | |||||
Reserve account, initial deposit | $ 4,800,000 | |||||||
TAO 2019 Senior Credit Agreement | Tao Group Hospitality | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term debt, term | 5 years | |||||||
TAO 2019 Senior Credit Agreement | Tao Group Hospitality | Loans Payable | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term debt, term | 5 years | |||||||
TAO 2019 Senior Credit Agreement | Tao | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Commitment fee percentage | 0.50% | |||||||
Percentage bearing variable interest, percentage rate | 2.60% | |||||||
TAO 2019 Senior Credit Agreement | Tao | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, face amount | $ 25,000,000 | |||||||
Line of credit facility, maximum month-end outstanding amount | $ 15,000,000 | 0 | ||||||
Remaining borrowing capacity | 9,250,000 | |||||||
TAO 2019 Senior Credit Agreement | Tao | Letter of Credit | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility, amount utilized for Issuance of letters of credit | 750,000 | |||||||
TAO 2019 Senior Credit Agreement | Tao | Loans Payable | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, face amount | 40,000,000 | |||||||
Long-term debt, gross | $ 33,750,000 | |||||||
Reserve account, initial deposit | 9,800,000 | |||||||
Minimum liquidity requirement (no less than) | 75,000,000 | |||||||
TAO 2019 Senior Credit Agreement | Tao | Loans Payable | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility, amount utilized for Issuance of letters of credit | $ 25,000,000 | |||||||
TAO 2019 Senior Credit Agreement | Tao | Maximum | Revolving Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Letters of credit outstanding, amount | 5,000,000 | |||||||
Tao Group Hospitality | Entertainment | Consolidation, Eliminations | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Loans payable | $ 63,000,000 | $ 49,000,000 | ||||||
Tao | Entertainment | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, additional borrowings | $ 22,000,000 | |||||||
Tao | Entertainment | Consolidation, Eliminations | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Loans payable | $ 49,000,000 | |||||||
Other Nonoperating Income (Expense) | TAO 2017 Credit Agreement | Tao | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Loss on extinguishment of debt | $ 3,977,000 | |||||||
Measurement Input Leverage Ratio | TAO 2019 Senior Credit Agreement | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, measurement input | 4 | |||||||
Measurement Input Senior Leverage Ratio | TAO 2019 Senior Credit Agreement | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, measurement input | 3 | |||||||
Measurement Input Fixed Charge Coverage Ratio | TAO 2019 Senior Credit Agreement | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, measurement input | 1.25 | |||||||
BCE | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Loans payable | $ 637,000 | |||||||
Forecast | Measurement Input Leverage Ratio | TAO 2019 Senior Credit Agreement | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, measurement input | 3.50 | |||||||
Forecast | Measurement Input Fixed Charge Coverage Ratio | TAO 2019 Senior Credit Agreement | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, measurement input | 2.50 |
Credit Facilities - Schedule of
Credit Facilities - Schedule of Long Term Debt Maturities (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Aug. 06, 2020 | |
Debt Instrument [Line Items] | |||
Fiscal year ending June 30, 2022 | $ 12,750,000 | ||
Fiscal year ending June 30, 2023 | 16,500,000 | ||
Fiscal year ending June 30, 2024 | 34,000,000 | ||
Fiscal year ending June 30, 2025 | 6,500,000 | ||
Fiscal year ending June 30, 2026 | 620,750,000 | ||
Thereafter | 0 | ||
Long-term debt, gross | 690,500,000 | ||
Tao Term Loan Facility | Loans Payable | Tao Group Hospitality | |||
Debt Instrument [Line Items] | |||
Fiscal year ending June 30, 2022 | 6,250,000 | ||
Fiscal year ending June 30, 2023 | 10,000,000 | ||
Fiscal year ending June 30, 2024 | 27,500,000 | ||
Fiscal year ending June 30, 2025 | 0 | ||
Fiscal year ending June 30, 2026 | 0 | ||
Thereafter | 0 | ||
Long-term debt, gross | 43,750,000 | ||
National Properties Nov2020 Senior Secured Term Loan Agreement | Loans Payable | MSG National Properties LLC | |||
Debt Instrument [Line Items] | |||
Fiscal year ending June 30, 2022 | 6,500,000 | ||
Fiscal year ending June 30, 2023 | 6,500,000 | ||
Fiscal year ending June 30, 2024 | 6,500,000 | ||
Fiscal year ending June 30, 2025 | 6,500,000 | ||
Fiscal year ending June 30, 2026 | 620,750,000 | ||
Thereafter | 0 | ||
Long-term debt, gross | 646,750,000 | ||
TAO 2019 Senior Credit Agreement | Tao | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Line of credit facility, maximum month-end outstanding amount | $ 15,000,000 | $ 0 | |
TAO 2019 Senior Credit Agreement | Loans Payable | Tao | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 33,750,000 |
Credit Facilities - Debt Outsta
Credit Facilities - Debt Outstanding and Deferred Financing Costs (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Nov. 12, 2020 | Aug. 06, 2020 | Jun. 30, 2020 |
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 690,500 | |||
Long-term debt, current maturities | 5,728 | $ 5,429 | ||
Long-term debt, excluding current maturities | 655,093 | 28,126 | ||
Current portion of long-term debt net of deferred financing costs | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 12,750 | 5,000 | ||
Debt issuance costs, net | (7,022) | (208) | ||
Debt Outstanding net of unamortized debt issuance cost and unamortized original issue discount | 5,728 | 4,792 | ||
Long-term debt net of deferred financing costs | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 677,750 | 28,750 | ||
Debt issuance costs, net | (23,294) | (624) | ||
Debt Outstanding net of unamortized debt issuance cost and unamortized original issue discount | 654,456 | 28,126 | ||
Tao | TAO 2019 Senior Credit Agreement | Loans Payable | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 33,750 | |||
MSG National Properties LLC | Current portion of long-term debt net of deferred financing costs | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 6,500 | 0 | ||
Debt issuance costs, net | (6,783) | 0 | ||
Debt Outstanding net of unamortized debt issuance cost and unamortized original issue discount | (283) | 0 | ||
MSG National Properties LLC | Long-term debt net of deferred financing costs | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 640,250 | 0 | ||
Debt issuance costs, net | (22,819) | 0 | ||
Debt Outstanding net of unamortized debt issuance cost and unamortized original issue discount | 617,431 | 0 | ||
MSG National Properties LLC | National Properties Nov2020 Senior Secured Term Loan Agreement | Loans Payable | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 646,750 | |||
Debt Instrument, Unamortized Discount | $ 19,500 | |||
Debt Issuance Costs, Gross | $ 14,417 | |||
Tao Group Hospitality | Current portion of long-term debt net of deferred financing costs | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 6,250 | 5,000 | ||
Debt issuance costs, net | (239) | (208) | ||
Debt Outstanding net of unamortized debt issuance cost and unamortized original issue discount | 6,011 | 4,792 | ||
Tao Group Hospitality | Long-term debt net of deferred financing costs | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 22,500 | 28,750 | ||
Debt issuance costs, net | (475) | (624) | ||
Debt Outstanding net of unamortized debt issuance cost and unamortized original issue discount | 22,025 | 28,126 | ||
Tao Group Hospitality | Long-term debt net of deferred financing costs | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 15,000 | 0 | ||
Debt issuance costs, net | 0 | 0 | ||
Debt Outstanding net of unamortized debt issuance cost and unamortized original issue discount | 15,000 | $ 0 | ||
BCE | ||||
Debt Instrument [Line Items] | ||||
Notes payable due to related parties | $ 637 |
Credit Facilities - Deferred Fi
Credit Facilities - Deferred Financing Costs For Revolving Credit Facilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Other current assets | ||
Line of Credit Facility [Line Items] | ||
Debt issuance costs, net | $ 108 | $ 85 |
Other assets | ||
Line of Credit Facility [Line Items] | ||
Debt issuance costs, net | $ 207 | $ 248 |
Credit Facilities - Supplementa
Credit Facilities - Supplemental Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
TAO 2019 Senior Credit Agreement | Tao Group Hospitality | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Interest | $ 1,128 | $ 1,817 | $ 13,084 |
Repayments of debt | 5,000 | 21,250 | 109,312 |
National Properties Nov2020 Senior Secured Term Loan Agreement | MSG National Properties LLC | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Interest | 22,879 | 0 | 0 |
Repayments of debt | 3,250 | 0 | 0 |
Tao And National Properties | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Interest | 24,007 | 1,817 | 13,084 |
Repayments of debt | $ 8,250 | $ 21,250 | $ 109,312 |
Pension Plans and Other Postr_3
Pension Plans and Other Postretirement Benefit Plan Schedule of Changes in Benefit Obligation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Pension Plans | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at beginning of period | $ 174,892 | $ 173,569 | |
Service cost | 96 | 95 | $ 91 |
Interest cost | 3,385 | 5,261 | 5,895 |
Actuarial loss (gain) | 1,981 | 12,670 | |
Benefits paid | (4,410) | (6,698) | |
Curtailments | (91) | 0 | |
Plan settlements paid | 3,777 | (551) | |
Other | (177) | (74) | |
Transfer of liabilities | (9,380) | ||
Benefit obligation at end of period | 171,899 | 174,892 | 173,569 |
Postretirement Plan | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at beginning of period | 3,658 | 4,307 | |
Service cost | 47 | 56 | 57 |
Interest cost | 45 | 108 | 150 |
Actuarial loss (gain) | (76) | 277 | |
Benefits paid | (390) | (1,090) | |
Curtailments | 0 | 0 | |
Other | (66) | 0 | |
Transfer of liabilities | 0 | ||
Benefit obligation at end of period | $ 3,218 | $ 3,658 | $ 4,307 |
Pension Plans and Other Postr_4
Pension Plans and Other Postretirement Benefit Plan Schedule of Changes in Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||
Fair value of plan assets at beginning of period | $ 151,756 | |
Fair value of plan assets at end of period | 145,650 | $ 151,756 |
Pension Plans | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ||
Fair value of plan assets at beginning of period | 151,756 | 132,965 |
Actual return on plan assets | 1,969 | 18,221 |
Employer contributions | 60 | 7,260 |
Benefits paid | (4,409) | (6,690) |
Plan settlements paid | (3,724) | |
Fair value of plan assets at end of period | $ 145,652 | $ 151,756 |
Pension Plans and Other Postr_5
Pension Plans and Other Postretirement Benefit Plan Schedule of Net Funded Status (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Pension Plans | ||
Defined Benefit Plan, Funded (Unfunded) Status of Plan [Abstract] | ||
Funded status at end of period | $ (26,247) | $ (23,136) |
Postretirement Plan | ||
Defined Benefit Plan, Funded (Unfunded) Status of Plan [Abstract] | ||
Funded status at end of period | $ (3,218) | $ (3,658) |
Pension Plans and Other Postr_6
Pension Plans and Other Postretirement Benefit Plan Schedule of Amounts Recognized in Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Pension Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Current liabilities (included in accrued employee related costs) | $ (260) | $ (331) |
Non-current liabilities (included in defined benefit and other postretirement obligations) | (25,987) | (22,805) |
Defined benefit plan, amounts for asset (liability) recognized in statement of financial position | (26,247) | (23,136) |
Postretirement Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Current liabilities (included in accrued employee related costs) | (369) | (331) |
Non-current liabilities (included in defined benefit and other postretirement obligations) | (2,849) | (3,327) |
Defined benefit plan, amounts for asset (liability) recognized in statement of financial position | $ (3,218) | $ (3,658) |
Pension Plans and Other Postr_7
Pension Plans and Other Postretirement Benefit Plan Schedule of Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2018 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 |
Pension Plans | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Accumulated other comprehensive loss, before income tax | $ (36,704) | $ (39,957) | $ (36,704) | |||
Service cost | 96 | 95 | $ 91 | |||
Interest cost | 3,385 | 5,261 | 5,895 | |||
Expected return on plan assets | (5,232) | (5,319) | (3,133) | |||
Recognized actuarial loss | 1,093 | 1,336 | 1,281 | |||
Amortization of unrecognized prior service cost (credit) | 0 | 0 | 0 | |||
Settlement loss recognized | 870 | 67 | 52 | |||
Other | 0 | 0 | 0 | |||
Net periodic benefit cost | 212 | 1,440 | 4,186 | |||
Lump-sum payments | $ 52 | $ 551 | $ 343 | |||
Discount rate - projected benefit obligation | 1.77% | 2.95% | 3.75% | 2.84% | 3.58% | 4.19% |
Discount rate - interest cost | 1.24% | 2.83% | 3.18% | 1.92% | 3.21% | 3.90% |
Postretirement Plan | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Accumulated other comprehensive loss, before income tax | $ (1,025) | $ (786) | $ (1,025) | |||
Service cost | 47 | 56 | $ 57 | |||
Interest cost | 45 | 108 | 150 | |||
Expected return on plan assets | 0 | 0 | 0 | |||
Recognized actuarial loss | 98 | 6 | 5 | |||
Amortization of unrecognized prior service cost (credit) | 0 | 0 | (7) | |||
Settlement loss recognized | 0 | 0 | 0 | |||
Other | 0 | 0 | (1,513) | |||
Net periodic benefit cost | $ 190 | $ 170 | $ (1,308) | |||
Discount rate - projected benefit obligation | 2.09% | 3.18% | 4.06% | |||
Discount rate - interest cost | 1.23% | 2.84% | 3.67% | |||
MSG Sports Corp | Pension Plans | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Net periodic benefit cost | $ 212 | $ 1,267 | $ 3,494 | |||
Contributory charge to Madison Square Garden Sports Corp. for participation in the Shared Plans and all allocation of costs related to the corporate employees | 0 | (173) | (692) | |||
MSG Sports Corp | Postretirement Plan | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Net periodic benefit cost | 190 | 144 | (1,077) | |||
Contributory charge to Madison Square Garden Sports Corp. for participation in the Shared Plans and all allocation of costs related to the corporate employees | $ 0 | $ (26) | $ 231 |
Pension Plans and Other Postr_8
Pension Plans and Other Postretirement Benefit Plan Schedule of Amounts Recognized in Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Actuarial gain (loss), net | $ 0 | $ (45) | $ (2,565) |
Curtailments | 156 | 0 | 0 |
Settlement Gain (Loss) Recognized | 870 | 67 | 52 |
Total recognized in other comprehensive income (loss) | (2,951) | 1,364 | (1,234) |
Other Comprehensive Income (Loss) [Member] | Pension Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Actuarial gain (loss), net | (5,244) | 232 | (3,137) |
Recognized actuarial loss | 1,093 | 1,336 | 1,281 |
Recognized prior service credit | 0 | 0 | 0 |
Curtailments | 91 | 0 | 0 |
Settlement Gain (Loss) Recognized | 870 | 67 | 52 |
Total recognized in other comprehensive income (loss) | (3,190) | 1,635 | (1,804) |
Other Comprehensive Income (Loss) [Member] | Postretirement Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Actuarial gain (loss), net | 76 | (277) | 572 |
Recognized actuarial loss | 98 | 6 | 5 |
Recognized prior service credit | 0 | 0 | (7) |
Curtailments | 65 | 0 | 0 |
Settlement Gain (Loss) Recognized | 0 | 0 | 0 |
Total recognized in other comprehensive income (loss) | $ 239 | $ (271) | $ 570 |
Pension Plans and Other Postr_9
Pension Plans and Other Postretirement Benefit Plan Pension Plans Fund Status (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Pension Plans | ||
Schedule of Pension Plan Funded Status [Line Items] | ||
Defined benefit plan, accumulated benefit obligation | $ 171,897 | $ 174,775 |
Pension Plans and Other Post_10
Pension Plans and Other Postretirement Benefit Plan Schedule of Assumptions Used (Details) | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2018 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 |
Discount rate used to determine benefit obligations | ||||||
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Weighted-Average Interest Crediting Rate | 1.37% | 2.32% | 1.37% | |||
Pension Plans | ||||||
Discount rate used to determine benefit obligations | ||||||
Discount rate | 3.21% | 2.87% | 3.21% | |||
Discount rate used to determine net periodic benefit cost | ||||||
Discount rate - projected benefit obligation | 1.77% | 2.95% | 3.75% | 2.84% | 3.58% | 4.19% |
Discount rate - service cost | 3.20% | 3.78% | 4.25% | |||
Discount rate - interest cost | 1.24% | 2.83% | 3.18% | 1.92% | 3.21% | 3.90% |
Expected long-term return on plan assets | 4.02% | 5.28% | 3.72% | |||
Net Periodic Benefit Cost, Weighted-Average Interest Crediting Rate | 1.37% | 3.28% | 2.82% | |||
Postretirement Plan | ||||||
Discount rate used to determine benefit obligations | ||||||
Discount rate | 2.09% | 2.17% | 2.09% | |||
Healthcare cost trend rate assumed for next year | 6.50% | 6.25% | 6.50% | |||
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | |
Defined Benefit Plan, Year Health Care Cost Trend Rate Reaches Ultimate Trend Rate | 2027 | 2027 | 2027 | |||
Discount rate used to determine net periodic benefit cost | ||||||
Discount rate - projected benefit obligation | 2.09% | 3.18% | 4.06% | |||
Discount rate - service cost | 2.15% | 3.45% | 4.25% | |||
Discount rate - interest cost | 1.23% | 2.84% | 3.67% | |||
Healthcare cost trend rate assumed for next year | 6.75% | 7.00% | 6.50% | 6.75% | 7.00% |
Pension Plans and Other Post_11
Pension Plans and Other Postretirement Benefit Plan Schedule of Allocation of Plan Assets (Details) | Jun. 30, 2021 | Jun. 30, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan, plan assets, actual allocation, percentage | 100.00% | 100.00% |
Fixed income securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan, plan assets, actual allocation, percentage | 98.00% | 99.00% |
Defined benefit plan, plan assets, target allocation, percentage | 99.00% | |
Cash equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan, plan assets, actual allocation, percentage | 2.00% | 1.00% |
Defined benefit plan, plan assets, target allocation, percentage | 1.00% |
Pension Plans and Other Post_12
Pension Plans and Other Postretirement Benefit Plan Investment at Estimated Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan, plan assets, amount | $ 145,650 | $ 151,756 |
U.S. Treasury securities (a) | Fair Value, Inputs, Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan, plan assets, amount | 0 | 3,825 |
U.S. corporate bonds (b) | Fair Value, Inputs, Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan, plan assets, amount | 100,229 | 110,542 |
Foreign issues (c) | Fair Value, Inputs, Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan, plan assets, amount | 20,119 | 13,764 |
Municipal bonds (d) | Fair Value, Inputs, Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan, plan assets, amount | 3,880 | 4,146 |
Time deposits (a) | Fair Value, Inputs, Level 1 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan, plan assets, amount | 2,753 | 1,329 |
Common collective trust (f) | Fair Value, Inputs, Level 2 | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan, plan assets, amount | $ 18,669 | $ 18,150 |
Pension Plans and Other Post_13
Pension Plans and Other Postretirement Benefit Plan Contributions for Qualified Defined Benefit Pension Plan (Narrative) (Details) $ in Thousands | 12 Months Ended |
Jun. 30, 2021USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined Benefit Plan, Expected Future Employer Contributions, Next Fiscal Year | $ 400 |
Union Plan | Other Pension Plan - Union Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Employer contributions | $ 60 |
Pension Plans and Other Post_14
Pension Plans and Other Postretirement Benefit Plan Schedule of Expected Benefit Payments (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Pension Plans | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined benefit plan, expected future benefit payment, year one | $ 11,927 |
Defined benefit plan, expected future benefit payment, year two | 8,305 |
Defined benefit plan, expected future benefit payment, year three | 7,904 |
Defined benefit plan, expected future benefit payment, year four | 7,977 |
Defined benefit plan, expected future benefit payment, year five | 8,540 |
Defined benefit plan, expected future benefit payment, after year five for next five years | 43,320 |
Postretirement Plan | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined benefit plan, expected future benefit payment, year one | 369 |
Defined benefit plan, expected future benefit payment, year two | 349 |
Defined benefit plan, expected future benefit payment, year three | 319 |
Defined benefit plan, expected future benefit payment, year four | 332 |
Defined benefit plan, expected future benefit payment, year five | 322 |
Defined benefit plan, expected future benefit payment, after year five for next five years | $ 1,054 |
Pension Plans and Other Post_15
Pension Plans and Other Postretirement Benefit Plan Defined Contribution Plan (Narrative) (Details) - MSG Networks - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Union Savings Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Cost | $ 215 | $ 539 | $ 521 |
Employee | Savings Plans | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Cost | $ 4,189 | 5,521 | 8,372 |
Corporate Employee | MSG Sports | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined Contribution Plan, Cost | $ 1,240 | $ 3,300 |
Pension Plans and Other Post_16
Pension Plans and Other Postretirement Benefit Plan Schedule of Multiemployer Defined Benefit Pension Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Pension Plans | Pension Fund of Local No. 1 of I.A.T.S.E. | |||
Multiemployer Plan [Line Items] | |||
EIN | 136414973 | ||
Pension Plan Number | 001 | ||
PPA Zone Status | Green | Green | |
PPA Zone Status Date | Dec. 31, 2020 | Dec. 31, 2019 | |
FIP/RP Status Pending / Implemented | No | ||
Surcharge Imposed | No | ||
Other Pension Plan | |||
Multiemployer Plan [Line Items] | |||
Company Contributions | $ 723 | $ 5,258 | $ 6,699 |
Minimum | Pension Plans | Pension Fund of Local No. 1 of I.A.T.S.E. | |||
Multiemployer Plan [Line Items] | |||
Expiration date | Jun. 30, 2021 | ||
Maximum | Pension Plans | Pension Fund of Local No. 1 of I.A.T.S.E. | |||
Multiemployer Plan [Line Items] | |||
Expiration date | May 1, 2023 | ||
The Madison Square Garden Company | |||
Multiemployer Plan [Line Items] | |||
Company Contributions | $ 778 | 4,968 | 5,763 |
The Madison Square Garden Company | Pension Plans | Pension Fund of Local No. 1 of I.A.T.S.E. | |||
Multiemployer Plan [Line Items] | |||
Company Contributions | 194 | 1,831 | 2,529 |
The Madison Square Garden Company | Other Pension Plan | |||
Multiemployer Plan [Line Items] | |||
Company Contributions | $ 584 | $ 3,137 | $ 3,234 |
Pension Plans and Other Post_17
Pension Plans and Other Postretirement Benefit Plan Multiemployer Defined Contribution Pension Plans and Multiemployer Plans That Provide Health and Welfare Benefits (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Other Pension Plan - Multi-Employers Defined Contribution | |||
Multiemployer Plan [Line Items] | |||
Madison Square Garden contributions | $ 723 | $ 5,258 | $ 6,699 |
Share-Based Compensation Overvi
Share-Based Compensation Overview (Narrative) (Details) | Apr. 17, 2020shares | Jun. 30, 2021shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number Of Share-Based Compensation Plans | 2 | |
Adjustment of exercise price, rate | 0.305 | |
2020 Employee Stock Plan | Class A Common Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards granted (in shares) | 3,000,000 | |
2020 for Non-Employee Directors | Class A Common Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based payment award, expiration period | 10 years | |
MSG Sports Corp | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Adjustment of exercise price, rate | 0.695 | |
Share-based Payment Arrangement, Option | 2015 Stock Plan for Non-Employee Directors | Class A Common Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards granted (in shares) | 150,000 | |
Share-based payment award, expiration period | 10 years |
Schedule of Share-based Compens
Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Schedule of Share-based Compensation Expense [Line Items] | |||
Share-based compensation expense | $ 52,917 | $ 42,190 | $ 35,401 |
Share-based payment arrangement, amount capitalized | 5,467 | 5,051 | 3,946 |
Share-based Payment Arrangement, Accelerated Cost | 11,129 | ||
Performance Stock Units and Performance Restricted Stock Units | |||
Schedule of Share-based Compensation Expense [Line Items] | |||
Share-based compensation expense | 40,195 | 36,811 | 31,509 |
Share-based Payment Arrangement, Option | |||
Schedule of Share-based Compensation Expense [Line Items] | |||
Share-based compensation expense | 12,722 | 5,379 | $ 3,892 |
Share-based Payment Arrangement, Option | Put Option | |||
Schedule of Share-based Compensation Expense [Line Items] | |||
Share-based compensation expense | 2,348 | $ 489 | |
Employee | The Madison Square Garden Company | Performance Stock Units and Performance Restricted Stock Units | |||
Schedule of Share-based Compensation Expense [Line Items] | |||
Share-based compensation cost not yet recognized | $ 63,377 | ||
Share-based compensation cost not yet recognized, period for recognition | 1 year 7 months 6 days |
Schedule of Share-based Compe_2
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, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Unvested Share Units Awards [Roll Forward] | |||
Equity Instruments vested in period, fair value | $ 20,251 | ||
Payment, tax withholding | $ 6,060 | $ 0 | $ 0 |
Restricted Stock Units (RSUs) | |||
Unvested Share Units Awards [Roll Forward] | |||
Unvested award balance as of June 30, 2020 (in usd per share) | $ 75.34 | ||
Granted (in usd per share) | 72.81 | ||
Vested (in usd per share) | 70.84 | ||
Forfeited (in usd per share) | 72.46 | ||
Cancelled (in usd per share) | 88.58 | ||
Unvested award balance as of June 30, 2021 (in usd per share) | $ 74.42 | $ 75.34 | |
Shares withheld for tax withholding obligation (in shares) | 82 | ||
Payment, tax withholding | $ 6,060 | ||
Restricted Stock Units (RSUs) | Madison Square Garden Sports [Member] | |||
Unvested Share Units Awards [Roll Forward] | |||
Shares withheld for tax withholding obligation (in shares) | 8 | ||
Payment, tax withholding | $ 575 | ||
Nonperformance Based Vesting RSUs (In Thousands) | Restricted Stock Units (RSUs) | |||
Unvested Share Units Awards [Roll Forward] | |||
Unvested award balance as of June 30, 2020 (in shares) | 277 | ||
Granted (in shares) | 424 | ||
Vested (in shares) | (156) | ||
Forfeited (in shares) | (48) | ||
Cancelled (in shares) | 0 | ||
Unvested award balance as of June 30, 2021 (in shares) | 497 | 277 | |
Performance Based Vesting RSUs (In Thousands) | Restricted Stock Units (RSUs) | |||
Unvested Share Units Awards [Roll Forward] | |||
Unvested award balance as of June 30, 2020 (in shares) | 328 | ||
Granted (in shares) | 343 | ||
Vested (in shares) | (106) | ||
Forfeited (in shares) | (54) | ||
Cancelled (in shares) | (32) | ||
Unvested award balance as of June 30, 2021 (in shares) | 479 | 328 |
Schedule of Share-based Compe_3
Schedule of Share-based Compensation Activities, Stock Option (Details) | 12 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Balance as of June 30, 2020 (in usd per share) | $ / shares | $ 99.68 |
Cancelled/forfeited (in usd per share) | $ / shares | 107.07 |
Balance as of June 30, 2021 (in usd per share) | $ / shares | 64.36 |
Exercisable as of June 30, 2020 (in usd per share) | $ / shares | $ 64.36 |
Weighted average remaining contractual term | 6 years 5 months 15 days |
Exercisable weighted average remaining contractual term | 6 years 5 months 15 days |
Aggregate intrinsic value as of June 30, 2020 | $ | $ 1,840,000 |
Exercisable intrinsic value as of June 30, 2020 | $ | $ 1,840,000 |
Nonperformance Based Vesting RSUs (In Thousands) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Balance as of June 30, 2020 (in shares) | shares | 543,000 |
Cancelled/forfeited (in shares) | shares | (449,000) |
Balance as of June 30, 2021 (in shares) | shares | 94,000 |
Exercisable as of June 30, 2021 (in shares) | shares | 94,000 |
Stock Repurchase Program (Detai
Stock Repurchase Program (Details) | Mar. 31, 2021USD ($) |
Class A Common Stock | 2015 share repurchase program [Member] | |
Equity, Class of Treasury Stock [Line Items] | |
Stock repurchase program, authorized amount | $ 350,000,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ 2,853,840 | $ 2,585,838 | $ 2,489,618 |
Reclassification of stranded tax effects | 5,570 | ||
Other comprehensive loss before reclassifications | 27,688 | (7,737) | (6,906) |
Amounts reclassified from accumulated other comprehensive loss | (2,951) | 1,409 | 1,331 |
Other comprehensive income (loss), total | 24,737 | (6,328) | (5,575) |
Adjustments related to the transfer of certain assets and liabilities as a result of the Entertainment Distribution | 51,009 | ||
Ending balance | 2,459,745 | 2,853,840 | 2,585,838 |
Pension Plans and Postretirement Plan | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (39,322) | (42,080) | (40,846) |
Reclassification of stranded tax effects | 0 | ||
Other comprehensive loss before reclassifications | 0 | (45) | (2,565) |
Amounts reclassified from accumulated other comprehensive loss | (2,951) | 1,409 | 1,331 |
Other comprehensive income (loss), total | (2,951) | 1,364 | (1,234) |
Adjustments related to the transfer of certain assets and liabilities as a result of the Entertainment Distribution | 1,394 | ||
Ending balance | (42,273) | (39,322) | (42,080) |
Cumulative Translation Adjustments | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (12,535) | (4,843) | (502) |
Reclassification of stranded tax effects | 0 | ||
Other comprehensive loss before reclassifications | 27,688 | (7,692) | (4,341) |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | 0 |
Other comprehensive income (loss), total | 27,688 | (7,692) | (4,341) |
Adjustments related to the transfer of certain assets and liabilities as a result of the Entertainment Distribution | 0 | ||
Ending balance | 15,153 | (12,535) | (4,843) |
Unrealized Loss on Available-for-sale Securities | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | 0 | (5,570) | |
Reclassification of stranded tax effects | 5,570 | ||
Other comprehensive loss before reclassifications | 0 | ||
Amounts reclassified from accumulated other comprehensive loss | 0 | ||
Other comprehensive income (loss), total | 0 | ||
Ending balance | 0 | ||
Accumulated Other Comprehensive Loss | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (51,857) | (46,923) | (46,918) |
Adjustments related to the transfer of certain assets and liabilities as a result of the Entertainment Distribution | 1,394 | ||
Ending balance | (27,120) | (51,857) | (46,923) |
Accumulated Other Comprehensive Loss | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (51,857) | (46,923) | (46,918) |
Adjustments related to the transfer of certain assets and liabilities as a result of the Entertainment Distribution | 1,394 | ||
Ending balance | (27,120) | $ (51,857) | (46,923) |
Cumulative Effect, Period of Adoption, Adjustment | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Amounts reclassified from accumulated other comprehensive loss | (5,570) | ||
Adjustment to reclassify accumulated other comprehensive loss associated with investment in Townsquare, pre-tax | $ 2,466 | ||
ASU No. 2016-01 | Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ 5,570 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Operating Loss Carryforwards [Line Items] | ||
Corresponding valuation allowance | $ 161,586 | $ 34,646 |
Operating Loss Carryforwards | 505,000 | |
Deferred Tax Assets, Other Tax Carryforwards | $ 42,616 |
Income Taxes Schedule of Compon
Income Taxes Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Current expense (benefit): | |||
Federal | $ (6,400) | $ 8,558 | $ 0 |
State and other | (2,491) | 7,009 | 814 |
Current expense | (8,891) | 15,567 | 814 |
Deferred expense (benefit): | |||
Federal | (627) | (6,083) | (350) |
State and other | 147 | (4,438) | (21) |
Deferred expense (benefit) | (480) | (10,521) | (371) |
Income tax expense (benefit) | $ (9,371) | $ 5,046 | $ 443 |
Income Taxes Schedule of Effect
Income Taxes Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |||
Federal tax expense (benefit) at statutory federal rate | $ (92,362) | $ (2,024) | $ (6,236) |
State income taxes, net of federal benefit | (44,848) | 4,016 | 951 |
Change in the estimated applicable tax rate used to determine deferred taxes | (3,368) | 1,237 | (454) |
Nondeductible transaction costs | 0 | 6,961 | 0 |
Federal tax credits | 0 | (1,480) | (1,900) |
GAAP income of consolidated partnership attributable to non-controlling interest | 3,857 | 6,701 | 2,571 |
Tax effect of indefinite intangible amortization | 1,072 | 993 | 449 |
Change in valuation allowance | 121,216 | (14,220) | (71) |
Nondeductible officers’ compensation | 5,311 | 4,407 | 7,655 |
Nondeductible expenses | 409 | 690 | 809 |
Excess tax benefit related to shared based-payments awards | (1,066) | (2,276) | (3,376) |
Other | 408 | 41 | 45 |
Income tax expense (benefit) | $ (9,371) | $ 5,046 | $ 443 |
Income Taxes Schedule of Deferr
Income Taxes Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Deferred tax asset: | ||
Net operating loss (“NOL”) carryforwards | $ 166,420 | $ 1,575 |
Tax credit carryforwards | 532 | 532 |
Accrued employee benefits | 24,825 | 26,538 |
Restricted stock units and stock options | 12,527 | 14,267 |
Deferred revenue | 42,616 | 45,050 |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Deferred Rent | 8,234 | 0 |
Investments | 63,639 | 39,737 |
Other | 0 | 1,062 |
Total deferred tax assets | 318,793 | 128,761 |
Less valuation allowance | (161,586) | (34,646) |
Net deferred tax assets | 157,207 | 94,115 |
Deferred tax liabilities: | ||
Intangible and other assets | (38,578) | (39,893) |
Property and equipment | (124,864) | (59,077) |
Prepaid expenses | (4,355) | (7,595) |
Other | (1,382) | 0 |
Total deferred tax liabilities | (169,179) | (106,565) |
Net deferred tax liability | $ (11,972) | $ (12,450) |
Related Party Transactions (Own
Related Party Transactions (Ownership Percentage) (Details) | Jun. 30, 2021 |
Related Party Ownership Percentage [Line Items] | |
Percentage of aggregate voting power represented | 72.80% |
Class A Common Stock | |
Related Party Ownership Percentage [Line Items] | |
Percentage of common stock owned by related party | 5.10% |
Related Party Transactions (Oth
Related Party Transactions (Other Discussion) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 |
Related Party Transaction [Line Items] | |||||
Initial stated term | 10 years | ||||
Term of right to use The Garden | 35 years | ||||
Capital expenditures incurred but not yet paid | $ 106,574 | $ 78,508 | $ 31,938 | ||
BCE | |||||
Related Party Transaction [Line Items] | |||||
Notes payable due to related parties | $ 637 | 637 | |||
Nonconsolidated affiliates | |||||
Related Party Transaction [Line Items] | |||||
Capital expenditures | $ 66,525 | $ 16,726 | |||
Capital expenditures incurred but not yet paid | $ 7,000 | $ 2,000 |
Related Party Transactions (Tra
Related Party Transactions (Transactions by Type) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Related Party Transaction [Line Items] | ||||
Revenues | $ 49,969 | $ 18,408 | $ 18,259 | |
Consulting fees | 77 | 214 | 1,792 | |
Advertising expenses | 0 | 506 | 1,037 | |
Other operating expenses (credits), net | 1,991 | 420 | (198) | |
MSG Networks | ||||
Related Party Transaction [Line Items] | ||||
Corporate general and administrative, net | (9,616) | (9,772) | (10,362) | |
Venue Usage | MSG Sports Corp | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | 0 | (46,072) | (47,093) | |
General and Administrative Expense | MSG Sports Corp | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | (36,502) | (116,946) | (116,551) | |
Direct Operating Expense Reimbursement Under Arena License Arrangement | MSG Sports Corp | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | $ 8,776 | (9,055) | 0 | 0 |
Revenue-sharing expense | MSG Sports Corp | ||||
Related Party Transaction [Line Items] | ||||
Revenue sharing expenses | $ 1,025 | $ 110,002 | $ 145,723 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Related Party Transaction [Line Items] | ||||
Revenues from related party | $ 49,969 | $ 18,408 | $ 18,259 | |
Sublease Income | 2,552 | |||
MSG Networks | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, services agreement | 9,616 | 9,910 | 10,467 | |
MSG Networks | Advertising Sales Representation Agreement | ||||
Related Party Transaction [Line Items] | ||||
Revenues from related party | 13,699 | 12,653 | 14,913 | |
MSG Sports Corp | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, services agreement | 36,365 | 7,005 | ||
MSG Sports Corp | Direct Operating Expense Reimbursement Under Arena License Arrangement | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | $ (8,776) | 9,055 | 0 | 0 |
Knicks and Rangers | The Garden | ||||
Related Party Transaction [Line Items] | ||||
Operating Lease, Lease Income | 21,345 | |||
MSG Sports Corp | Sponsorship Sales And Service Representation Agreements | ||||
Related Party Transaction [Line Items] | ||||
Revenues from related party | 13,584 | |||
MSG Sports Corp | Merchandise Sales Revenue Sharing Arrangement | ||||
Related Party Transaction [Line Items] | ||||
Revenues from related party | 1,134 | |||
Other Related Parties | ||||
Related Party Transaction [Line Items] | ||||
Sublease Income | $ 2,450 | |||
Nonoperating Income (Expense) | MSG Sports Corp | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | $ 178 | $ 451 |
Segment Information - Narrative
Segment Information - Narrative (Details) $ in Thousands | Apr. 17, 2020segment | Jun. 30, 2021USD ($)segment | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) |
Segment Reporting Information [Line Items] | ||||
Number of segments | segment | 2 | 2 | ||
Capital expenditures | $ 452,154 | $ 452,426 | $ 184,002 | |
Operating Segments | MSG Sports Corp | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 3,192 | 3,482 | 15,021 | |
Operating Segments | Entertainment | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | 448,962 | 448,944 | 168,981 | |
Operating Segments | Entertainment | MSG Sphere | ||||
Segment Reporting Information [Line Items] | ||||
Capital expenditures | $ 389,643 | $ 380,258 | $ 93,334 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | ||||
Segment Reporting Information [Line Items] | ||||||
Revenues | [1] | $ 180,401 | $ 762,936 | $ 1,048,909 | ||
Direct operating expenses | [2] | 171,924 | 508,122 | 670,641 | ||
Selling, general and administrative expenses | [3] | 322,714 | 344,637 | 314,522 | ||
Depreciation and amortization | 114,664 | 104,899 | 109,343 | |||
Impairment for intangibles, long-lived assets, and goodwill | 0 | 105,817 | 0 | |||
Gain on disposal of assets held for sale | 0 | (240,783) | 0 | |||
Restructuring Charges | 21,299 | 0 | 0 | |||
Operating income (loss) | (450,200) | (59,756) | (45,597) | |||
Earnings (loss) in equity method investments | (6,858) | (4,433) | 7,062 | |||
Interest income | 1,273 | 17,993 | 30,163 | [4] | ||
Interest expense | (35,098) | (2,300) | (15,262) | |||
Miscellaneous income, net | 51,062 | 38,855 | [5] | (6,061) | [5] | |
Loss from operations before income taxes | (439,821) | (9,641) | (29,695) | |||
Reconciliation of operating loss to adjusted operating loss: | ||||||
Operating income (loss) | (450,200) | (59,756) | (45,597) | |||
Non-cash portion of arena license fees | (13,026) | |||||
Share-based compensation expense | 52,917 | 42,190 | 35,401 | |||
Depreciation and amortization | 114,664 | 104,899 | 109,343 | |||
Restructuring Charges | 21,299 | 0 | 0 | |||
Other purchase accounting adjustments | 3,334 | 4,367 | 4,764 | |||
Adjusted operating loss | (271,012) | (43,266) | 103,911 | |||
Other Information: | ||||||
Capital expenditures | 452,154 | 452,426 | 184,002 | |||
Operating Segments | Entertainment | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 82,281 | 585,208 | 797,058 | |||
Direct operating expenses | 103,089 | 388,643 | 513,305 | |||
Selling, general and administrative expenses | 268,705 | 282,043 | 239,321 | |||
Depreciation and amortization | 80,142 | 84,289 | 87,005 | |||
Gain on disposal of assets held for sale | (240,783) | |||||
Restructuring Charges | 21,299 | |||||
Operating income (loss) | (390,954) | 71,016 | (42,573) | |||
Reconciliation of operating loss to adjusted operating loss: | ||||||
Operating income (loss) | (390,954) | 71,016 | (42,573) | |||
Non-cash portion of arena license fees | (13,026) | |||||
Share-based compensation expense | 47,633 | 41,227 | 35,264 | |||
Depreciation and amortization | 80,142 | 84,289 | 87,005 | |||
Restructuring Charges | 21,299 | |||||
Adjusted operating loss | (254,906) | (44,251) | 79,696 | |||
Other Information: | ||||||
Capital expenditures | 448,962 | 448,944 | 168,981 | |||
Operating Segments | MSG Sports Corp | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 100,166 | 180,201 | 253,651 | |||
Direct operating expenses | 66,591 | 116,638 | 153,969 | |||
Selling, general and administrative expenses | 54,034 | 63,049 | 75,529 | |||
Depreciation and amortization | 8,955 | 8,156 | 6,437 | |||
Impairment for intangibles, long-lived assets, and goodwill | 94,946 | |||||
Gain on disposal of assets held for sale | 0 | |||||
Restructuring Charges | 0 | |||||
Operating income (loss) | (29,414) | (102,588) | 17,716 | |||
Reconciliation of operating loss to adjusted operating loss: | ||||||
Operating income (loss) | (29,414) | (102,588) | 17,716 | |||
Share-based compensation expense | 5,284 | 963 | 137 | |||
Depreciation and amortization | 8,955 | 8,156 | 6,437 | |||
Restructuring Charges | 0 | |||||
Adjusted operating loss | (15,175) | 1,477 | 24,290 | |||
Other Information: | ||||||
Capital expenditures | 3,192 | 3,482 | 15,021 | |||
Segment Reconciling Items (Purchase Accounting Adjustments) [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Direct operating expenses | 3,334 | 4,361 | 4,240 | |||
Selling, general and administrative expenses | 6 | 524 | ||||
Depreciation and amortization | 25,567 | 12,454 | 15,901 | |||
Impairment for intangibles, long-lived assets, and goodwill | 10,871 | |||||
Gain on disposal of assets held for sale | 0 | |||||
Restructuring Charges | 0 | |||||
Operating income (loss) | (28,901) | (27,692) | (20,665) | |||
Reconciliation of operating loss to adjusted operating loss: | ||||||
Operating income (loss) | (28,901) | (27,692) | (20,665) | |||
Share-based compensation expense | 0 | 0 | 0 | |||
Depreciation and amortization | 25,567 | 12,454 | 15,901 | |||
Restructuring Charges | 0 | |||||
Other purchase accounting adjustments | 3,334 | 4,367 | 4,764 | |||
Adjusted operating loss | 0 | 0 | 0 | |||
Other Information: | ||||||
Capital expenditures | 0 | 0 | 0 | |||
Eliminations | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | (2,046) | (2,473) | (1,800) | |||
Direct operating expenses | (1,090) | (1,520) | (873) | |||
Selling, general and administrative expenses | (25) | (461) | (852) | |||
Depreciation and amortization | 0 | 0 | 0 | |||
Impairment for intangibles, long-lived assets, and goodwill | 0 | |||||
Gain on disposal of assets held for sale | 0 | |||||
Restructuring Charges | 0 | |||||
Operating income (loss) | (931) | (492) | (75) | |||
Reconciliation of operating loss to adjusted operating loss: | ||||||
Operating income (loss) | (931) | (492) | (75) | |||
Share-based compensation expense | 0 | 0 | 0 | |||
Depreciation and amortization | 0 | 0 | 0 | |||
Restructuring Charges | 0 | |||||
Adjusted operating loss | $ (931) | $ (492) | $ (75) | |||
[1] | Includes revenues from related parties of $49,969, $18,408 and $18,259 for the years ended June 30, 2021, 2020 and 2019, respectively. | |||||
[2] | Includes net charges from (to) related parties of $(9,866), $57,741 and $94,014 for the years ended June 30, 2021, 2020 and 2019, respectively. | |||||
[3] | Includes net charges to related parties of $(41,935), $(119,389) and $(119,666) for the years ended June 30, 2021, 2020 and 2019, respectively. | |||||
[4] | Interest income includes interest income from nonconsolidated affiliates of $3,105 for the year ended June 30, 2019. | |||||
[5] | Miscellaneous income (expense), net includes charges to related parties of $(178) and $(451) for the years ended June 30, 2020 and 2019, respectively. |
Segment Information - Misc Inco
Segment Information - Misc Income (Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |||
Segment Reporting [Abstract] | |||||
Realized and unrealized gain (loss) on equity investments with readily determinable fair value, see Note 8 for further detail. | $ 51,178 | $ 37,628 | $ (3,497) | ||
Non-service cost components of net periodic pension and postretirement benefit costs | (264) | (1,239) | (2,276) | ||
Dividend income from equity investments | 0 | 722 | 1,202 | ||
Loss on extinguishment of debt associated with Tao Group Hospitality | 0 | 0 | (3,977) | ||
Measurement alternative adjustments for equity investments without readily determinable fair value | 0 | (532) | 3,340 | ||
Others, net, primarily reflects the impact of Tao Group Hospitality | 148 | 2,276 | (853) | ||
Miscellaneous income, net | $ 51,062 | $ 38,855 | [1] | $ (6,061) | [1] |
[1] | Miscellaneous income (expense), net includes charges to related parties of $(178) and $(451) for the years ended June 30, 2020 and 2019, respectively. |
Concentration of Risk - Narrati
Concentration of Risk - Narrative (Details) | 12 Months Ended |
Jun. 30, 2021employee | |
Concentration Risk [Line Items] | |
Number of employees subject to CBAs | 1,900 |
Employees subject to CBAs (as a percent) | 33.00% |
Workforce Subject to Collective Bargaining Arrangements Expiring within One Year | Unionized Employees Concentration Risk | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 11.00% |
Already Expired As of The Current Year End | Workforce Subject to Collective Bargaining Arrangements | Unionized Employees Concentration Risk | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 52.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Jul. 01, 2021 | Jun. 30, 2021 |
Subsequent Event [Line Items] | ||
Lessee, Operating Lease, Liability, to be Paid | $ 410,377 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Lessee, Operating Lease, Liability, to be Paid | $ 233,000 |
SCHEDULE II VALUATION AND QUA_2
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | Apr. 17, 2020 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at Beginning of Period | $ (43,781) | $ (119,493) | $ (131,881) | |
(Additions) / Deductions Charged to Costs and Expenses | (123,479) | 3,407 | (1,831) | |
(Additions) / Deductions Charged to Other Accounts | (3,929) | 69,681 | 13,800 | |
Deductions | 4,026 | 2,624 | 419 | |
Balance at End of Period | (167,163) | (43,781) | (119,493) | |
Deferred tax asset | 318,793 | 128,761 | ||
Valuation allowance | 161,586 | 34,646 | ||
Allowance for doubtful accounts / credit losses | ||||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at Beginning of Period | (9,135) | (1,814) | (777) | |
(Additions) / Deductions Charged to Costs and Expenses | (468) | (9,945) | (1,456) | |
(Additions) / Deductions Charged to Other Accounts | 0 | 0 | 0 | |
Deductions | 4,026 | 2,624 | 419 | |
Balance at End of Period | (5,577) | (9,135) | (1,814) | |
Deferred tax valuation allowance | ||||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at Beginning of Period | (34,646) | (117,679) | (131,104) | |
(Additions) / Deductions Charged to Costs and Expenses | (123,011) | 13,352 | (375) | |
(Additions) / Deductions Charged to Other Accounts | (3,929) | 69,681 | 13,800 | |
Deductions | 0 | 0 | 0 | |
Balance at End of Period | $ (161,586) | $ (34,646) | $ (117,679) | |
Deferred tax asset | $ 57,230 | |||
Valuation allowance | $ 57,230 |