Cover
Cover - shares | 6 Months Ended | |
Dec. 31, 2021 | Jan. 31, 2022 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-39245 | |
Entity Registrant Name | MADISON SQUARE GARDEN ENTERTAINMENT CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-3755666 | |
Entity Address, Address Line One | Two Penn Plaza | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10121 | |
City Area Code | 212 | |
Local Phone Number | 465-6000 | |
Title of 12(b) Security | Class A Common Stock | |
Trading Symbol | MSGE | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001795250 | |
Current Fiscal Year End Date | --06-30 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 27,340,882 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 6,866,754 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 | |
Current Assets: | |||
Cash and cash equivalents | $ 1,258,105 | $ 1,516,992 | |
Restricted cash | [1] | 23,914 | 22,984 |
Accounts receivable, net | 190,491 | 184,613 | |
Net related party receivables | 48,929 | 31,916 | |
Prepaid income taxes | 1,850 | 12,772 | |
Prepaid expenses | 69,476 | 67,445 | |
Other current assets | 42,637 | 36,014 | |
Total current assets | 1,635,402 | 1,872,736 | |
Investments in nonconsolidated affiliates | 46,412 | 49,221 | |
Property and equipment, net | 2,474,693 | 2,156,292 | |
Right-of-use lease assets | 470,253 | 280,579 | |
Amortizable intangible assets, net | 182,006 | 198,274 | |
Indefinite-lived intangible assets | 63,801 | 63,801 | |
Goodwill | 500,181 | 502,195 | |
Other assets | 150,326 | 166,781 | |
Total assets | 5,523,074 | 5,289,879 | |
Current Liabilities: | |||
Accounts payable | 43,815 | 26,644 | |
Net related party payables, current | 56,597 | 23,173 | |
Current portion of long-term debt, net of deferred financing costs | 56,483 | 53,973 | |
Income taxes payable | 406 | 2,527 | |
Accrued liabilities: | |||
Employee related costs | 73,078 | 91,853 | |
Other accrued liabilities | 268,135 | 210,749 | |
Operating lease liabilities, current | 65,663 | 73,423 | |
Collections due to promoters | 49,513 | 37,877 | |
Deferred revenue | 256,154 | 209,651 | |
Total current liabilities | 869,844 | 729,870 | |
Long-term debt, net of deferred financing costs | 1,606,759 | 1,650,628 | |
Operating lease liabilities, noncurrent | 450,019 | 233,556 | |
Defined benefit and other postretirement obligations | 52,653 | 54,179 | |
Other employee related costs | 17,814 | 21,193 | |
Collections due to promoters, noncurrent | 0 | 6,625 | |
Deferred tax liabilities, net | 181,214 | 200,325 | |
Other liabilities | 74,952 | 75,263 | |
Total liabilities | 3,253,255 | 2,971,639 | |
Commitments and contingencies (see Note 11) | |||
Redeemable noncontrolling interests | 142,004 | 137,834 | |
Madison Square Garden Entertainment Corp. Stockholders’ Equity: | |||
Preferred stock | 0 | 0 | |
Additional paid-in capital | 2,317,415 | 2,294,775 | |
Accumulated deficit | (173,302) | (96,341) | |
Accumulated other comprehensive loss | (32,632) | (30,272) | |
Total Madison Square Garden Entertainment Corp. stockholders’ equity | 2,111,823 | 2,168,502 | |
Nonredeemable noncontrolling interests | 15,992 | 11,904 | |
Total equity | 2,127,815 | 2,180,406 | |
Total liabilities, redeemable noncontrolling interests and equity | 5,523,074 | 5,289,879 | |
Common Class A [Member] | |||
Madison Square Garden Entertainment Corp. Stockholders’ Equity: | |||
Common stock | 273 | 271 | |
Common Class B [Member] | |||
Madison Square Garden Entertainment Corp. Stockholders’ Equity: | |||
Common stock | $ 69 | $ 69 | |
[1] | See Note 2 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K for more information regarding the nature of restricted cash. |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares shares in Thousands | Dec. 31, 2021 | Jun. 30, 2021 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 15,000 | 15,000 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 120,000 | 120,000 |
Common Stock, Shares, Outstanding | 27,327 | 27,093 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 30,000 | 30,000 |
Common Stock, Shares, Outstanding | 6,867 | 6,867 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Income Statement [Abstract] | |||||
Revenues | [1] | $ 516,439 | $ 168,752 | $ 810,949 | $ 339,298 |
Operating expenses: | |||||
Direct operating expenses | [2] | 296,258 | 92,497 | 462,019 | 191,728 |
Selling, general and administrative expenses | [3] | 162,277 | 96,018 | 337,116 | 177,675 |
Depreciation and amortization | 30,533 | 25,677 | 59,963 | 54,087 | |
Impairment and other gain (loss), net | (7,979) | 0 | (161) | 0 | |
Restructuring charges | 0 | 1,372 | 0 | 21,299 | |
Operating income (loss) | 35,350 | (46,812) | (47,988) | (105,491) | |
Other income (expense): | |||||
Loss in equity method investments | (1,774) | (1,568) | (2,981) | (3,264) | |
Interest income | 773 | 837 | 1,548 | 1,609 | |
Interest expense | (8,167) | (5,262) | (17,415) | (10,535) | |
Miscellaneous income (expense), net | (17,100) | (7,568) | (19,647) | 26,449 | |
Nonoperating income | (26,268) | (13,561) | (38,495) | 14,259 | |
Income (loss) from operations before income taxes | 9,082 | (60,373) | (86,483) | (91,232) | |
Income tax benefit (expense) | (4,063) | 298 | 14,847 | (9,159) | |
Net income (loss) | 5,019 | (60,075) | (71,636) | (100,391) | |
Less: Net income (loss) attributable to redeemable noncontrolling interests | 2,642 | (3,342) | 4,854 | (7,231) | |
Less: Net income (loss) attributable to nonredeemable noncontrolling interests | 106 | (902) | 471 | (1,532) | |
Net income (loss) attributable to Madison Square Garden Entertainment Corp.’s stockholders | $ 2,271 | $ (55,831) | $ (76,961) | $ (91,628) | |
Basic earnings (loss) per common share attributable to Madison Square Garden Entertainment Corp.’s stockholders | $ 0.07 | $ (1.64) | $ (2.25) | $ (2.70) | |
Diluted earnings (loss) per common share attributable to The Madison Square Garden Company’s stockholders | $ 0.07 | $ (1.64) | $ (2.25) | $ (2.70) | |
Weighted-average number of common shares outstanding: | |||||
Basic | [4] | 34,278 | 34,021 | 34,186 | 33,961 |
Diluted | 34,436 | 34,021 | 34,186 | 33,961 | |
[1] | Includes revenues from related parties of $30,702 and $4,638 for the three months ended December 31, 2021 and 2020, respectively, and $34,889 and $7,461 for the six months ended December 31, 2021 and 2020, respectively. | ||||
[2] | Includes net charges from related parties of $37,027 and $35,270 for the three months ended December 31, 2021 and 2020, respectively, and $79,360 and $75,186 for the six months ended December 31, 2021 and 2020, respectively. | ||||
[3] | Includes net charges to related parties of $(9,526) and $(10,491) for the three months ended December 31, 2021 and 2020, respectively, and $(16,786) and $(20,538) for the six months ended December 31, 2021 and 2020, respectively. | ||||
[4] | For the three months ended December 31, 2020 and six months ended December 31, 2021 and 2020, all restricted stock units and stock options were excluded from the above table because the Company reported a net loss for the periods presented and, therefore, their impact on reported loss per share would have been antidilutive. See Note 15 for further detail. |
Consolidated Statements Of Op_2
Consolidated Statements Of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||
Revenues from related parties | $ 30,702 | $ 4,638 | $ 34,889 | $ 7,461 |
Direct operating expenses from (to) related parties | 37,027 | 35,270 | 79,360 | 75,186 |
Selling, general and administrative expenses from (to) related parties | $ (9,526) | $ (10,491) | $ (16,786) | $ (20,538) |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 5,019 | $ (60,075) | $ (71,636) | $ (100,391) |
Other comprehensive income (loss), before income taxes: | ||||
Amortization of prior service credit included in net periodic benefit cost | 510 | 416 | 1,020 | 894 |
Cumulative translation adjustments | 2,486 | 11,883 | (3,932) | 25,834 |
Other comprehensive income (loss), before income taxes | 2,996 | 12,299 | (2,912) | 26,728 |
Income tax benefit (expense) related to items of other comprehensive income (loss) | (568) | (3,733) | 552 | (6,465) |
Other comprehensive income (loss), net of income taxes | 2,428 | 8,566 | (2,360) | 20,263 |
Comprehensive income (loss) | 7,447 | (51,509) | (73,996) | (80,128) |
Less: Net income (loss) attributable to redeemable noncontrolling interests | 2,642 | (3,342) | 4,854 | (7,231) |
Less: Net income (loss) attributable to nonredeemable noncontrolling interests | 106 | (902) | 471 | (1,532) |
Comprehensive income (loss) attributable to Madison Square Garden Entertainment Corp.’s stockholders | $ 4,699 | $ (47,265) | $ (79,321) | $ (71,365) |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (71,636) | $ (100,391) |
Adjustment to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 59,963 | 54,087 |
Amortization of deferred financing costs | 4,367 | 1,898 |
Benefit from deferred income taxes | (17,173) | (29,505) |
Share-based compensation expense | 43,699 | 45,984 |
Loss in equity method investments | 2,981 | 3,264 |
Net unrealized loss (gains) on equity investments with readily determinable fair value | 19,615 | (26,431) |
Provision for credit losses | 1,236 | 495 |
Other non-cash adjustments | 2,202 | 263 |
Change in assets and liabilities: | ||
Accounts receivable | (20,857) | (9,821) |
Receivables from related parties, net of payables | 16,411 | (2,049) |
Prepaid expenses and other assets | (11,504) | (9,173) |
Accounts payable | 17,796 | (12,614) |
Prepaid/payable for income taxes | 8,044 | 2,033 |
Accrued and other liabilities | 5,133 | (32,420) |
Collections due to promoters, including noncurrent portion | 5,011 | (6,824) |
Deferred revenue | 47,016 | 14,077 |
Operating lease right-of-use assets and lease liabilities | 20,482 | 4,660 |
Net cash provided by (used in) operating activities | 132,786 | (102,467) |
Cash flows from investing activities: | ||
Capital expenditures | (313,076) | (221,829) |
Capitalized interest | (19,926) | (7,911) |
Proceeds from maturity of short-term investments | 0 | 339,110 |
Proceeds from sale of equity securities | 0 | 20,583 |
Cash received for notes receivable | 0 | 6,328 |
Other investing activities | 470 | (43) |
Net cash (used in) provided by investing activities | (332,532) | 136,238 |
Cash flows from financing activities: | ||
Proceeds from issuance of term loan, net of issuance discount | 0 | 630,500 |
Proceeds from revolving credit facility | 0 | 6,500 |
Taxes paid in lieu of shares issued for equity-based compensation | (15,240) | (8,123) |
Noncontrolling interest holders’ capital contribution | 4,677 | 500 |
Distributions to noncontrolling interest holders | (1,060) | 0 |
Distribution to related parties associated with the settlement of certain share-based awards | (516) | 0 |
Repayments of revolving credit facility | (15,000) | 0 |
Principal repayments on long-term debt | (30,500) | (16,250) |
Payments for financing costs | 0 | (14,615) |
Net cash (used in) provided by financing activities | (57,639) | 598,512 |
Effect of exchange rates on cash, cash equivalents and restricted cash | (572) | 7,795 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (257,957) | 640,078 |
Cash, cash equivalents and restricted cash at beginning of period | 1,539,976 | 1,121,141 |
Cash, cash equivalents and restricted cash at end of period | 1,282,019 | 1,761,219 |
Non-cash investing and financing activities: | ||
Investments and loans to nonconsolidated affiliates | 675 | 0 |
Capital expenditures incurred but not yet paid | 154,131 | 79,478 |
Share-based compensation capitalized in property and equipment | $ 1,763 | $ 2,784 |
Consolidated Statements Of Equi
Consolidated Statements Of Equity And Redeemable Noncontrolling Interests (Unaudited) - USD ($) $ in Thousands | Total | Revision of Prior Period, Adjustment | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Retained Earnings | Retained EarningsRevision of Prior Period, Adjustment | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Loss | Total Company Divisional Equity | Total Company Divisional EquityRevision of Prior Period, Adjustment | Total Company Divisional EquityCumulative Effect, Period of Adoption, Adjustment | Non-redeembable Noncontrolling Interest | Redeemable Noncontrolling Interests |
Balance at the beginning of the period at Jun. 30, 2020 | $ 2,299,504 | $ 3,791 | $ 338 | $ 2,285,709 | $ 50,246 | $ 3,791 | $ (48,992) | $ 2,287,301 | $ 3,791 | $ 12,203 | ||||
Balance at the beginning of the period (Accounting Standards Update 2016-13) at Jun. 30, 2020 | $ (480) | $ (480) | $ (480) | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income | (93,160) | (91,628) | (91,628) | (1,532) | ||||||||||
Other comprehensive income (loss) | 20,263 | 20,263 | 20,263 | |||||||||||
Comprehensive income (loss) including portion attributable to nonredeemable noncontrolling interests | (72,897) | (71,365) | (1,532) | |||||||||||
Share-based compensation | 47,593 | 47,593 | 47,593 | |||||||||||
Tax withholding associated with shares issued for equity-based compensation | (8,123) | 2 | (8,125) | (8,123) | ||||||||||
Contributions from noncontrolling interest holders | 500 | 500 | ||||||||||||
Balance at the end of the period at Dec. 31, 2020 | 2,269,888 | 340 | 2,325,177 | (38,071) | (28,729) | 2,258,717 | 11,171 | |||||||
Balance at the beginning of the period at Jun. 30, 2020 | $ 20,600 | |||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | ||||||||||||||
Net income (loss) attributable to redeemable noncontrolling interests | (7,231) | (7,231) | ||||||||||||
Comprehensive income (loss) attributable to redeemable noncontrolling interests | (7,231) | (7,231) | ||||||||||||
Noncontrolling Interest Increase From Business Combination Redeemable Noncontrolling Interests | 1,174 | |||||||||||||
Balance at the end of the period at Dec. 31, 2020 | 14,543 | |||||||||||||
Balance at the beginning of the period at Sep. 30, 2020 | 2,285,235 | $ 1,415 | 340 | 2,294,072 | 16,345 | $ 1,415 | (37,295) | 2,273,462 | $ 1,415 | 11,773 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income | (56,733) | (55,831) | (55,831) | (902) | ||||||||||
Other comprehensive income (loss) | 8,566 | 8,566 | 8,566 | |||||||||||
Comprehensive income (loss) including portion attributable to nonredeemable noncontrolling interests | (48,167) | (47,265) | (902) | |||||||||||
Share-based compensation | 31,158 | 31,158 | 31,158 | |||||||||||
Tax withholding associated with shares issued for equity-based compensation | (53) | (53) | (53) | |||||||||||
Contributions from noncontrolling interest holders | 300 | 300 | ||||||||||||
Balance at the end of the period at Dec. 31, 2020 | 2,269,888 | 340 | 2,325,177 | (38,071) | (28,729) | 2,258,717 | 11,171 | |||||||
Balance at the beginning of the period at Sep. 30, 2020 | 17,298 | |||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | ||||||||||||||
Net income (loss) attributable to redeemable noncontrolling interests | (3,342) | (3,342) | ||||||||||||
Comprehensive income (loss) attributable to redeemable noncontrolling interests | (3,342) | (3,342) | ||||||||||||
Noncontrolling Interest Increase From Business Combination Redeemable Noncontrolling Interests | 587 | |||||||||||||
Balance at the end of the period at Dec. 31, 2020 | 14,543 | |||||||||||||
Balance at the beginning of the period at Jun. 30, 2021 | 2,180,406 | 340 | 2,294,775 | (96,341) | (30,272) | 2,168,502 | 11,904 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income | (76,490) | (76,961) | (76,961) | 471 | ||||||||||
Other comprehensive income (loss) | (2,360) | (2,360) | (2,360) | |||||||||||
Comprehensive income (loss) including portion attributable to nonredeemable noncontrolling interests | (78,850) | (79,321) | 471 | |||||||||||
Share-based compensation | 44,287 | 44,287 | 44,287 | |||||||||||
Tax withholding associated with shares issued for equity-based compensation | (15,240) | 2 | (15,242) | (15,240) | ||||||||||
Redeemable noncontrolling interest adjustment to redemption fair value | (6,178) | (6,178) | (6,178) | |||||||||||
Contributions from noncontrolling interest holders | 4,677 | 4,677 | ||||||||||||
Distributions to noncontrolling interest holders | (1,060) | (1,060) | ||||||||||||
Distribution to related parties associated with the settlement of certain share-based compensation | (227) | (227) | (227) | |||||||||||
Balance at the end of the period at Dec. 31, 2021 | 2,127,815 | 342 | 2,317,415 | (173,302) | (32,632) | 2,111,823 | 15,992 | |||||||
Balance at the beginning of the period at Jun. 30, 2021 | 137,834 | 137,834 | ||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | ||||||||||||||
Net income (loss) attributable to redeemable noncontrolling interests | 4,854 | 4,854 | ||||||||||||
Comprehensive income (loss) attributable to redeemable noncontrolling interests | 4,854 | 4,854 | ||||||||||||
Noncontrolling Interest Increase From Business Combination Redeemable Noncontrolling Interests | (7,500) | |||||||||||||
Redeemable noncontrolling interest adjustment to redemption fair value | 7,566 | |||||||||||||
Noncontrolling interest non-cash acquisition attributable to redeemable noncontrolling interests | 1,174 | |||||||||||||
Distributions to noncontrolling interest holders attributable to redeemable noncontrolling interests | (1,635) | |||||||||||||
Partially own subsidiary distribution to related party, portion attributable to noncontrolling interest | (289) | |||||||||||||
Balance at the end of the period at Dec. 31, 2021 | 142,004 | 142,004 | ||||||||||||
Balance at the beginning of the period at Sep. 30, 2021 | 2,096,007 | 342 | 2,293,157 | (175,573) | (35,060) | 2,082,866 | 13,141 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income | 2,377 | 2,271 | 2,271 | 106 | ||||||||||
Other comprehensive income (loss) | 2,428 | 2,428 | 2,428 | |||||||||||
Comprehensive income (loss) including portion attributable to nonredeemable noncontrolling interests | 4,805 | 4,699 | 106 | |||||||||||
Share-based compensation | 24,595 | 24,595 | 24,595 | |||||||||||
Tax withholding associated with shares issued for equity-based compensation | (337) | (337) | (337) | |||||||||||
Contributions from noncontrolling interest holders | 3,805 | 3,805 | ||||||||||||
Distributions to noncontrolling interest holders | (1,060) | (1,060) | ||||||||||||
Balance at the end of the period at Dec. 31, 2021 | 2,127,815 | $ 342 | $ 2,317,415 | $ (173,302) | $ (32,632) | $ 2,111,823 | $ 15,992 | |||||||
Balance at the beginning of the period at Sep. 30, 2021 | 140,410 | |||||||||||||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | ||||||||||||||
Net income (loss) attributable to redeemable noncontrolling interests | 2,642 | 2,642 | ||||||||||||
Comprehensive income (loss) attributable to redeemable noncontrolling interests | 2,642 | 2,642 | ||||||||||||
Noncontrolling interest non-cash acquisition attributable to redeemable noncontrolling interests | 587 | |||||||||||||
Distributions to noncontrolling interest holders attributable to redeemable noncontrolling interests | (1,635) | |||||||||||||
Balance at the end of the period at Dec. 31, 2021 | $ 142,004 | $ 142,004 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Dec. 31, 2021 | |
Description of Business And Basis of Presentation [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Entertainment Distribution and Merger with MSG Networks Inc. Madison Square Garden Entertainment Corp. (together with its subsidiaries, the “Company” or “MSG Entertainment”) was incorporated on November 21, 2019 as a direct, wholly-owned subsidiary of Madison Square Garden Sports Corp. (“MSG Sports”), formerly known as The Madison Square Garden Company. On March 31, 2020, MSG Sports’ board of directors approved the distribution of all the outstanding common stock of MSG Entertainment to MSG Sports’ stockholders (the “Entertainment Distribution”), which occurred on April 17, 2020 (the “Entertainment Distribution Date”). See Note 1 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K, as amended by Form 10-K/A filed on February 9, 2022 (the “Form 10-K”) for more information regarding the Entertainment Distribution. As part of the Entertainment Distribution, the Company has entered into various agreements with MSG Sports as detailed in Note 18. On July 9, 2021, the Company completed its previously announced acquisition of MSG Networks Inc. pursuant to the Agreement and Plan of Merger, dated as of March 25, 2021 (the “Merger Agreement”), among the Company, Broadway Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and MSG Networks Inc. Merger Sub merged with and into MSG Networks Inc. (the “Merger”), with MSG Networks Inc. surviving and continuing as the surviving corporation in the Merger as a wholly-owned subsidiary of the Company. On July 9, 2021, at the effective time of the Merger (the “Effective Time”), (i) each share of Class A common stock, par value $0.01 per share, of MSG Networks Inc. (“MSGN Class A Common Stock”) issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive a number of shares of Class A common stock, par value $0.01 per share, of the Company (“Class A Common Stock”) such that each holder of record of shares of MSGN Class A Common Stock had the right to receive, in the aggregate, a number of shares of Class A Common Stock equal to the total number of shares of MSGN Class A Common Stock held of record immediately prior to the Effective Time multiplied by 0.172, with such product rounded up to the next whole share and (ii) each share of Class B common stock, par value $0.01 per share, of MSG Networks Inc. (“MSGN Class B Common Stock”) issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive a number of shares of Class B common stock, par value $0.01 per share, of the Company (“Class B Common Stock”) such that each holder of record of shares of MSGN Class B Common Stock had the right to receive, in the aggregate, a number of shares of Class B Common Stock equal to the total number of shares of MSGN Class B Common Stock held of record immediately prior to the Effective Time multiplied by 0.172, with such product rounded up to the next whole share, in each case except for Excluded Shares (as defined in the Merger Agreement). The Company issued 7,476 shares of the Class A Common Stock and 2,337 shares of Class B Common Stock on July 9, 2021 to holders of MSGN Class A Common Stock and MSGN Class B Common Stock, respectively, which shares are reflected as outstanding for all periods presented. The Merger has been accounted for as a transaction between entities under common control as the Company and MSG Networks Inc. were, prior to the Merger, each controlled by the Dolan Family Group (as defined herein). Upon the closing of the Merger, the net assets of MSG Networks Inc. were combined with those of the Company at their historical carrying amounts and the companies have been presented on a combined basis for all historical periods that the companies were under common control. As a result, all prior period balances in these consolidated financial statements (including share activities) were retrospectively adjusted as if MSG Entertainment and MSG Networks Inc. had been operating as a single company. Description of Business The Company is a leader in live experiences comprised of iconic venues; marquee entertainment brands; regional sports and entertainment networks; popular dining and nightlife offerings; and a premier music festival. Utilizing the Company’s powerful brands and live entertainment expertise, the Company delivers unique experiences that set the standard for excellence and innovation while forging deep connections with diverse and passionate audiences. The Company is comprised of three reportable segments: Entertainment, MSG Networks and Tao Group Hospitality. • The Entertainment segment includes the Company’s portfolio of venues: Madison Square Garden (“The Garden”), Hulu Theater at Madison Square Garden, Radio City Music Hall, the Beacon Theatre, and The Chicago Theatre. In addition, the Company has unveiled its vision for state-of-the-art venues, called MSG Sphere, and is currently building its first such venue in Las Vegas. The Entertainment segment also includes the original production, the Christmas Spectacular Starring the Radio City Rockettes (“ Christmas Spectacular ”), as well as Boston Calling Events, LLC (“BCE”), the entertainment production company that owns and operates the Boston Calling Music Festival. This segment also includes our bookings business, which features a variety of live entertainment and sports experiences. • The MSG Networks segment is comprised of the Company’s regional sports and entertainment networks, MSG Network and MSG+, a companion streaming app, MSG GO, and other digital properties. MSG Networks serves the New York Designated Market Area (“DMA”), as well as other portions of New York, New Jersey, Connecticut and Pennsylvania and features a wide range of sports content, including exclusive live local games and other programming of the New York Knicks (the “Knicks”) of the National Basketball Association (the “NBA”) and the New York Rangers (the “Rangers”), New York Islanders, New Jersey Devils and Buffalo Sabres of the National Hockey League (the “NHL”), as well as significant coverage of the New York Giants and Buffalo Bills of the National Football League. • The Tao Group Hospitality segment features the Company’s controlling interest in TAO Group Holdings LLC, a hospitality group with globally-recognized entertainment dining and nightlife brands including: Tao, Marquee, Lavo, Beauty & Essex, Cathédrale, Hakkasan and Omnia. The Company conducts a significant portion of its operations at venues that it either owns or operates under long-term leases. The Company owns The Garden, Hulu Theater at Madison Square Garden and The Chicago Theatre. The Company leases Radio City Music Hall and the Beacon Theatre. Additionally, Tao Group Hospitality operates various restaurants, nightlife and hospitality venues under long-term leases and management contracts in Las Vegas, New York, Southern California, London, Singapore, Sydney and various other domestic and international locations. Basis of Presentation The Company reports on a fiscal year basis ending on June 30 th (“Fiscal Year”). In these consolidated financial statements, the year ending on June 30, 2022 is referred to as “Fiscal Year 2022,” and the years ended on June 30, 2021 and 2020 are referred to as “Fiscal Year 2021” and “Fiscal Year 2020”, respectively. The accompanying interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instruction of Rule 10-01 of Regulation S-X of Securities and Exchange Commission (“SEC”), and should be read in conjunction with the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K and the Company’s consolidated financial statements and notes thereto for the three months ended September 30, 2021 included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021, as amended by Form 10-Q/A filed on February 9, 2022. The consolidated financial statements as of December 31, 2021 and for the three and six months ended December 31, 2021 and 2020 presented herein are unaudited; however, in the opinion of management, the financial statements reflect all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods presented. The results of operations for the periods presented are not necessarily indicative of the results that might be expected for future interim periods or for the full year. As a result of the production of the Christmas Spectacular and arena license fees from MSG Sports in connection with the Knicks and Rangers use of the Garden, the Company generally earns a disproportionate share of its annual revenues in the second and third quarters of its fiscal year. In addition, the Company’s operating results since the third quarter of Fiscal Year 2020 have been negatively impacted due to the COVID-19 pandemic. As discussed above, the Merger has been accounted for as a transaction between entities under common control and resulted in a change in reporting entity for purposes of U.S. GAAP. The results of operations for the eight days ended July 8, 2021 from MSG Networks were immaterial and the Company has included these results in the period for the six months ended December 31, 2021. The following table provides the impact of the change in reporting entity on the results of operations for the three and six months ended December 31, 2020 in accordance with Accounting Standards Codification (“ASC”) Subtopic 250-10-50-6: Three Months Ended Six Months Ended December 31, 2020 Decrease in net loss attributable to Madison Square Garden Entertainment Corp.’s stockholders $ 61,472 $ 115,165 Decrease in other comprehensive income $ (3,607) $ (6,213) Decrease in net loss per common share attributable to Madison Square Garden Entertainment Corp.’s stockholders (basic and diluted) $ 3.25 $ 5.88 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 (including COVID-19 variants) and actions taken in response by governmental authorities and certain professional sports leagues. For the majority of Fiscal Year 2021, substantially all of the Entertainment business operations were suspended, MSG Networks aired substantially fewer games and Tao Group Hospitality was operating at significantly reduced capacity and demand. While operations have resumed, it is not clear when we will fully return to normal operations. As a result of government-mandated assembly limitations and closures, all of our performance venues were closed beginning in March 2020. Use of The Garden resumed for Knicks and Rangers home games without fans in December 2020 and January 2021, respectively, and was available at 10% seating capacity from February through May 2021 with certain safety protocols and social distancing. Beginning in May 2021, all of our New York performance venues were permitted to host guests at full capacity, subject to certain restrictions, and effective June 2021, The Chicago Theatre was permitted to host events without restrictions. Effective August 17, 2021, all workers and customers in New York City indoor dining, indoor fitness and indoor entertainment facilities, including our venues, were subject to certain vaccination requirements. Following updated regulations, effective January 3, 2022 for the Chicago Theatre, and January 29, 2022 for our New York venues, all guests five and older, as well as employees, are required to provide proof that they have received two doses of a two-shot COVID-19 vaccine or one dose of a single-shot vaccine (although specific performers may require enhanced protocols). Children under age 5 can attend events with a vaccinated adult, but ages 2 to 4 need to wear a mask while inside our venues. In addition, effective August 20, 2021 and continuing, masks are required for all individuals in indoor public spaces in Chicago, including our venues. For Fiscal Year 2021, the majority of ticketed events at our venues were postponed or cancelled. For the six months ended December 31, 2021 and as of this date, live events have been permitted to be held at all of our performance venues and we are continuing to host and book new events. As a result of an increase in cases of a COVID-19 variant, select bookings were postponed or cancelled at our performance venues in the second quarter of Fiscal Year 2022. Variants of COVID-19 that arise in the future may result in additional postponements or cancellations of bookings at our performance venues. The impact of the COVID-19 pandemic on our operations also included (i) the partial cancellation of the 2021 production of the Christmas Spectacular, (ii) the cancellation of the 2020 production of the Christmas Spectacular , and (iii) the cancellation of both the 2020 and 2021 Boston Calling Music Festivals. The Company has long-term arena license agreements (the “Arena License Agreements”) with MSG Sports that require the Knicks and Rangers to play their home games at The Garden. As discussed above, capacity restrictions, use limitations and social distancing requirements were in place for the entirety of the Knicks and Rangers 2020-21 regular seasons, which materially impacted the payments we received under the Arena License Agreements for Fiscal Year 2021. On July 1, 2021, the Knicks and Rangers began paying the full amounts provided for under their respective Arena License Agreements and full 82-game regular seasons for the 2021-22 NBA and NHL seasons are scheduled . As a result of the COVID-19 pandemic and league and government actions relating thereto, MSG Networks aired substantially fewer NBA and NHL telecasts during Fiscal Year 2021, as compared with Fiscal Year 2019 (the last full fiscal year not impacted by COVID-19), and consequently experienced a decrease in revenues, including a material decrease in advertising revenue. The absence of live sports games also resulted in a decrease in certain MSG Networks expenses, including rights fees, variable production expenses, and advertising sales commissions. MSG Networks has resumed airing full regular season telecast schedules for its five professional teams across both the NBA and NHL, and, as a result, our advertising revenue and certain operating expenses, including rights fees expense, reflect the same. Disruptions caused by the COVID-19 pandemic had a significant and negative impact on Tao Group Hospitality’s operations and financial performance for Fiscal Year 2021. Due to governm ent actions taken in response to the COVID-19 pandemic, virtually all of Tao Group Hospitality’s venues were closed for approximately three months starting in March 2020. Additionally, three venues were permanently closed. Throughout Fiscal Year 2021, Tao Group Hospitality conducted limited operations at certain venues, subject to significant regulatory requirements, including capacity limits, curfews and social distancing requirements for outdoor and indoor dining. Tao Group Hospitality’s operations fluctuated throughout Fiscal Year 2021 and during the first two quarters of Fiscal Year 2022 as certain markets lifted restrictions, imposed restrictions, and changed operational requirements over time. Following updated regulations applicable to indoor dining facilities and entertainment venues, effective January 3, 2022 for Chicago, and January 29, 2022 for New York, all guests five and older, as well as employees, are required to provide proof that they have received two doses of a two-shot COVID-19 vaccine or one dose of a single-shot vaccine. In addition, certain jurisdictions have reinstated safety protocols, such as mask mandates in Nevada and Chicago, but Tao Group Hospitality is continuing to operate without capacity restrictions in domestic and key international markets. It is unclear how long and to what extent COVID-19 concerns, including with respect to new variants, will continue to impact government and league-mandated capacity restrictions or vaccination/mask requirements, the use of and/or demand for our entertainment and dining and nightlife venues, demand for our sponsorship and advertising assets, deter our employees and vendors from working at our venues (which may lead to difficulties in staffing) or otherwise materially impact our operations. Impairment and other (gains) loss, net For the three months ended December 31, 2021, the Company recorded other gains of $7,979 primarily from extinguishments and modification of lease liabilities associated with certain Hakkasan venues and a gain on disposal of one of the Hakkasan venues. For the three months ended September 30, 2021, Tao Group Hospitality recorded an impairment charge for long-lived assets of $7,818 due to decisions made by management to cease operations at certain Hakkasan venues subsequent to the Hakkasan acquisition date, resulting in the impairment of the respective right-of-use asset and a leasehold improvement. There were no other impairment charges recorded by the Company for the six months ended December 31, 2021. The duration and impact of the COVID-19 pandemic may result in future impairment charges that management will evaluate as facts and circumstances evolve over time. Refer to Note 8, Note 9 and Note 10 for further detail of the Company’s intangible assets, long-lived assets and goodwill. |
Accounting Policies
Accounting Policies | 6 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Accounting Policies | Accounting Policies Principles of Consolidation The consolidated financial statements of the Company include the accounts of Madison Square Garden Entertainment Corp. and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. In addition, the consolidated financial statements of the Company include the accounts from Tao Group Hospitality and BCE, in which the Company has controlling voting interests. The Company’s consolidation criteria are based on authoritative accounting guidance for voting interest or variable interest entities. Tao Group Hospitality and BCE are consolidated with the equity owned by other stockholders shown as redeemable or nonredeemable noncontrolling interests in the accompanying consolidated balance sheets, and the other stockholders’ portion of net income (loss) and other comprehensive income (loss) shown as net income (loss) or comprehensive income (loss) attributable to redeemable or nonredeemable noncontrolling interests in the accompanying consolidated statements of operations and consolidated statements of comprehensive income (loss), respectively. See Note 2 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K regarding the classification of redeemable noncontrolling interests of Tao Group Hospitality. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amount of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the provision for credit losses, valuation of investments, goodwill, intangible assets, other long-lived assets, pension and other postretirement benefit obligations and the related net periodic benefit cost, tax accruals and other liabilities. In addition, estimates are used in revenue recognition, rights fees, income tax, performance and share-based compensation, depreciation and amortization, litigation matters and other matters, as well as in the valuation of contingent consideration and noncontrolling interests resulting from business combination transactions. Management believes its use of estimates in the financial statements to be reasonable. Management evaluates its estimates on an ongoing basis using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time and, as such, these estimates may ultimately differ from actual results. Changes in estimates resulting from weakness in the economic environment or other factors beyond the Company’s control could be material and would be reflected in the Company’s financial statements in future periods. Summary of Significant Accounting Policies The following is an update to the Company's Summary of Significant Accounting Policies, disclosed in its Form 10-K. The update primarily reflects specific policies for the MSG Networks segment in connection with the Merger. Revenue Recognition — Media Affiliation Fee and Advertising Revenues The MSG Networks segment generates revenues principally from affiliation fees charged to cable, satellite, telephone and other platforms (“Distributors”) for the right to carry its networks, as well as from the sale of advertising, largely derived from the sale of inventory in its live professional sports programming. Due to the COVID-19 pandemic, the NBA and NHL 2020-21 regular seasons were delayed and primarily occurred during the third and fourth quarters of Fiscal Year 2021 and will affect the comparability in the second, third and the fourth fiscal quarters of Fiscal Year 2022. Affiliation fee revenue is earned from Distributors for the right to carry the segment’s networks under contracts, commonly referred to as “affiliation agreements.” The performance obligation under its affiliation agreements is satisfied as MSG Networks provides its programming over the term of the affiliation agreement. Affiliation fee is the predominant revenue stream of the MSG Networks segment. Substantially all of the MSG Networks’ affiliation agreements are sales-based and usage-based royalty arrangements, the revenue for which is recognized as the sale or usage occurs. The transaction price is represented by affiliation fees that are generally based upon contractual rates applied to the number of the Distributor’s subscribers who receive or can receive the MSG Networks programming. Such subscriber information is generally not received until after the close of the reporting period, and in these cases, the Company estimates the number of subscribers. Historical adjustments to recorded estimates have not been material. In addition to affiliation fee revenue, the MSG Networks segment also earns advertising revenue primarily through the sale of commercial time and other advertising inventory during its live professional sports programming. In general, these advertising arrangements either do not exceed one year or are primarily multi-year media banks, the elements of which are agreed upon each year. Advertising revenue is recognized as advertising is aired. In certain advertising arrangements, the Company guarantees specified viewer ratings for its programming. In such cases, the promise to deliver the guaranteed viewer ratings by airing the advertising represents MSG Networks’ performance obligation. A contract liability is recognized as deferred revenue to the extent any guaranteed viewer ratings are not met and the customer is expected to exercise a contractual right for additional advertising time. The related revenue is subsequently recognized as revenue either when MSG Networks provides the required additional advertising time, or additional performance requirements become remote, which may be at the time the guarantee obligation contractually expires. Direct Operating Expenses Direct operating expenses from the MSG Networks segment primarily represent media rights fees and other direct programming and production costs, such as the salaries of on-air personalities, producers, directors, technicians, writers and other creative staff, as well as expenses associated with location costs, remote facilities and maintaining studios, origination, and transmission services and facilities. The professional team media rights acquired under media rights agreements to telecast various sporting events and other programming for exhibition on the segment’s networks are typically expensed on a straight-line basis over the applicable annual contract or license period. Advertising Expenses Advertising costs are typically charged to expense when incurred. The MSG Networks segment enters into nonmonetary transactions, primarily with its Distributors (see discussion below), that involve the exchange of advertising and promotional benefits, for the segment’s services. Total advertising costs, which includes the aforementioned nonmonetary transactions and are classified in selling, general and administrative expenses, were $11,102 and $16,229 for the three and six months ended December 31, 2021, respectively, and $3,667 and $8,469 for the three and six months ended December 31, 2020, respectively. Noncash Consideration The MSG Networks segment enters into nonmonetary transactions, primarily with its Distributors, that involve the exchange of products or services, such as advertising and promotional benefits, for the segment’s services. For arrangements that are subject to sales based and usage-based royalty guidance, MSG Networks measures noncash consideration that it receives at fair value as the sale or usage occurs. For other arrangements, the MSG Networks segment measures the estimated fair value of the noncash consideration that it receives at contract inception. If the MSG Networks segment cannot reasonably estimate the fair value of the noncash consideration, the segment measures the fair value of the consideration indirectly by reference to the standalone selling price of the services promised to the customer in exchange for the consideration as revenues. Interest Capitalization For significant long term construction projects, such as MSG Sphere, the Company begins to capitalize qualified interest costs once activities necessary to get the asset ready for its intended use have commenced. The Company calculates qualified interest capitalization using the average amount of accumulated expenditures during the period the asset is being prepared for its intended use and a capitalization rate which is derived from the Company’s weighted average borrowing rate during such time, in the absence of specific borrowings related to the significant long term construction projects. The Company ceases capitalization on any portions substantially completed and ready for their intended use. See Note 8 for further details on interest capitalization during the three and six months ended December 31, 2021 and 2020. Recently Issued Accounting Pronouncements Recently Adopted Accounting Pronouncements In December 2019 , the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ ASU ”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This ASU eliminates certain exceptions to the general approach in ASC Topic 740 and includes methods of simplification to the existing guidance. This standard was adopted by the Company in the first quarter of Fiscal Year 2022. The adoption of the standard had no impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This ASU provides temporary optional expedients and exceptions to the guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate and other interbank offered rates to alternative reference rates. In January 2021, the FASB issued ASU 2021-01, which refines the scope of Topic 848 and clarifies some of its guidance as part of the FASB’s monitoring of global reference rate activities. The new guidance was effective upon issuance, and the Company is allowed to elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the impact this standard will have on its consolidated financial statements. |
Acquisition
Acquisition | 6 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Mergers, Acquisitions and Dispositions Disclosures | Acquisition Acquisition of Hakkasan See Note 3 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K regarding the details of Tao Group Hospitality’s acquisition of the business (“Hakkasan”) of Hakkasan USA, Inc., a Delaware corporation (“Hakkasan Parent”) on April 27, 2021. During the three months ended September 30, 2021, the Company completed the finalization of a working capital adjustment and net debt against agreed upon targets. As a result, the initial determination of approximately 18% noncontrolling interest ownership of common equity interests in Tao Group Sub-Holdings LLC owned by the Hakkasan Parent was subsequently revised to approximately 15%. The Company continues to own a 77.5% controlling interest in Tao Group Holdings LLC, which, after the ownership adjustments, translates to an approximately 66% indirect controlling interest in Tao Group Sub-Holdings LLC. Tao Group Hospitality’s results will continue to be consolidated in the financial results of the Company. The Company’s purchase price allocation and measurement period adjustment for the Hakkasan acquisition is presented below: Fair Value Recognized as of Acquisition Date (as previously reported) Measurement Period Adjustment (a) Fair Value Recognized as of September 30, 2021 as adjusted (b) Cash and cash equivalents $ 16,737 $ — $ 16,737 Property and equipment, net 33,393 — 33,393 Right-of-use lease assets 44,818 — 44,818 Amortizable intangible assets, net 47,170 (7,020) 40,150 Other assets 12,641 — 12,641 Accrued expenses and other current liabilities (15,957) 1,534 (14,423) Operating lease liabilities (52,025) — (52,025) Other liabilities (13,655) — (13,655) Total identifiable net assets acquired 73,122 (5,486) 67,636 Goodwill 3,378 (2,014) 1,364 Redeemable noncontrolling interests $ (76,500) $ 7,500 $ (69,000) _________________ (a) During the three months ended September 30, 2021, the Company recorded an adjustment to reflect a measurement period adjustment. Upon the finalization of the closing statement during the first quarter of Fiscal Year 2022, the noncontrolling interest owned by Hakkasan Parent in Tao Group Sub-Holdings LLC was reduced from approximately 18% as initially estimated to approximately 15%. Such change resulted in a decrease in the Company’s redeemable noncontrolling interest of $7,500, a decrease in Goodwill of $480, and a decrease in amortizable intangibles of approximately $7,020 related to trade names and venue management contracts. Additionally, the Company wrote-off a previously reported accrual of $1,534, which resulted in an additional decrease in Goodwill of $1,534. (b) No additional adjustments were recorded during the three months ended December 31, 2021. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Dec. 31, 2021 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | Revenue Recognition Contracts with Customers See Note 4 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K and “— Note 2. Accounting Policies — Summary of Significant Accounting Policies — Revenue Recognition — Media Affiliation Fee and Advertising Revenues” for more information regarding the details of the Company’s revenue recognition policies. All revenue recognized in the consolidated statements of operations is considered to be revenue from contracts with customers in accordance with ASC Topic 606, except for revenues from Arena License Agreements, leases and subleases that are accounted for in accordance with ASC Topic 842 of $29,196 and $31,512 for the three and six months ended December 31, 2021, respectively, and $2,334 and $3,082 for the three and six months ended December 31, 2020, respectively. The following table presents the activity in the allowance for credit losses for the six months ended December 31, 2021: Beginning balance, June 30, 2021 $ 6,449 Provision for expected credit losses 1,236 Write-offs (1,760) Ending balance, December 31, 2021 $ 5,925 Disaggregation of Revenue The following tables disaggregate the Company’s revenue by major source and reportable segment based upon the timing of transfer of goods or services to the customer, in accordance with ASC Subtopic 606-10-50-5, for the three and six months ended December 31, 2021 and 2020: Three Months Ended December 31, 2021 Entertainment MSG Networks Tao Group Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 155,476 $ — $ 108,241 $ (657) $ 263,060 Sponsorship, signage and suite licenses (b) 50,979 1,787 490 (521) 52,735 Media related, primarily from affiliation agreements (c) — 156,202 — — 156,202 Other (d) 11,959 1,992 8,355 (7,060) 15,246 Total revenues from contracts with customers $ 218,414 $ 159,981 $ 117,086 $ (8,238) $ 487,243 Three Months Ended December 31, 2020 Entertainment MSG Networks Tao Group Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 1,001 $ — $ 9,179 $ (43) $ 10,137 Sponsorship, signage and suite licenses (b) 6,064 408 414 21 6,907 Media related, primarily from affiliation agreements (c) — 145,364 — — 145,364 Other (d) 3,270 467 898 (625) 4,010 Total revenues from contracts with customers $ 10,335 $ 146,239 $ 10,491 $ (647) $ 166,418 Six Months Ended December 31, 2021 Entertainment MSG Networks Tao Group Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 177,492 $ — $ 216,931 $ (838) $ 393,585 Sponsorship, signage and suite licenses (b) 57,956 2,423 625 (521) 60,483 Media related, primarily from affiliation agreements (c) — 296,673 — — 296,673 Other (d) 14,889 2,358 18,994 (7,545) 28,696 Total revenues from contracts with customers $ 250,337 $ 301,454 $ 236,550 $ (8,904) $ 779,437 Six Months Ended December 31, 2020 Entertainment MSG Networks Tao Group Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 1,729 $ — $ 14,839 $ (43) $ 16,525 Sponsorship, signage and suite licenses (b) 8,524 692 486 (211) 9,491 Media related, primarily from affiliation agreements (c) — 302,015 — — 302,015 Other (d) 6,890 895 2,387 (1,986) 8,186 Total revenues from contracts with customers $ 17,143 $ 303,602 $ 17,712 $ (2,240) $ 336,217 _________________ (a) Consists of (i) ticket sales and other ticket-related revenues, (ii) Tao Group Hospitality’s entertainment dining and nightlife offerings, (iii) venue license fees from third-party promoters, and (iv) food, beverage and merchandise sales. Event-related revenues and entertainment dining and nightlife offerings are recognized at a point in time. As such, these revenues have been included in the same category in the table above. (b) See Note 4 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K for further details on the pattern of recognition of sponsorship, signage and suite license revenues. (c) See “ — Note 2. Accounting Policies — Summary of Significant Accounting Policies — Revenue Recognition — Media Affiliation Fee and Advertising Revenues” for further details on the pattern of recognition of Media affiliation fee and advertising revenues in the MSG Networks segment. (d) Primarily consists of (i) revenues from sponsorship sales and representation agreements with MSG Sports, (ii) Tao Group Hospitality’s managed venue revenues, and (iii) advertising commission revenues recognized by the Entertainment segment from the MSG Networks segment of $6,985 and $7,395 for the three and six months ended December 31, 2021, respectively, and $624 and $1,819 for the three and six months ended December 31, 2020, respectively, that are eliminated in consolidation. In addition to the disaggregation of the Company’s revenue by major source based upon the timing of transfer of goods or services to the customer disclosed above, the following tables disaggregate the Company’s consolidated revenues by type of goods or services in accordance with the required entity-wide disclosure requirements of ASC Subtopic 280-10-50-38 to 40 and the disaggregation of revenue required disclosures in accordance with ASC Subtopic 606-10-50-5 for the three and six months ended December 31, 2021 and 2020: Three Months ended December 31, 2021 Entertainment MSG Networks Tao Group Eliminations Total Ticketing and venue license fee revenues (a) $ 109,141 $ — $ — $ — $ 109,141 Sponsorship and signage, suite, and advertising commission revenues (b) 70,602 — — (7,506) 63,096 Revenues from entertainment dining and nightlife offerings (c) — — 117,086 (732) 116,354 Food, beverage and merchandise revenues 37,765 — — — 37,765 Media networks revenues (d) — 159,981 — — 159,981 Other 906 — — — 906 Total revenues from contracts with customers $ 218,414 $ 159,981 $ 117,086 $ (8,238) $ 487,243 Three Months ended December 31, 2020 Entertainment MSG Networks Tao Group Eliminations Total Ticketing and venue license fee revenues (a) $ 968 $ — $ — $ — $ 968 Sponsorship and signage, suite, and advertising commission revenues (b) 9,130 — — (604) 8,526 Revenues from entertainment dining and nightlife offerings (c) — — 10,491 (43) 10,448 Food, beverage and merchandise revenues — — — — — Media networks revenues (d) — 146,239 — — 146,239 Other 237 — — — 237 Total revenues from contracts with customers $ 10,335 $ 146,239 $ 10,491 $ (647) $ 166,418 Six Months Ended December 31, 2021 Entertainment MSG Networks Tao Group Eliminations Total Ticketing and venue license fee revenues (a) $ 125,977 $ — $ — $ — $ 125,977 Sponsorship and signage, suite, and advertising commission revenues (b) 81,415 — — (7,916) 73,499 Revenues from entertainment dining and nightlife offerings (c) — — 236,550 (988) 235,562 Food, beverage and merchandise revenues 41,688 — — — 41,688 Media networks revenues (d) — 301,454 — — 301,454 Other 1,257 — — — 1,257 Total revenues from contracts with customers $ 250,337 $ 301,454 $ 236,550 $ (8,904) $ 779,437 Six Months Ended December 31, 2020 Entertainment MSG Networks Tao Group Eliminations Total Ticketing and venue license fee revenues (a) $ 1,698 $ — $ — $ — $ 1,698 Sponsorship and signage, suite, and advertising commission revenues (b) 14,989 — — (2,031) 12,958 Revenues from entertainment dining and nightlife offerings (c) — — 17,712 (209) 17,503 Food, beverage and merchandise revenues — — — — — Media networks revenues (d) — 303,602 — — 303,602 Other 456 — — — 456 Total revenues from contracts with customers $ 17,143 $ 303,602 $ 17,712 $ (2,240) $ 336,217 _________________ (a) Amounts include ticket sales, including other ticket-related revenue, and venue license fees from the Company’s events such as (i) concerts, (ii) the presentation of the Christmas Spectacular, and (iii) other live entertainment and sporting events. (b) Amounts include (i) revenues from sponsorship sales and representation agreements with MSG Sports and (ii) advertising commission revenues recognized by the Entertainment segment from the MSG Networks segment of $6,985 and $7,395 for the three and six months ended December 31, 2021, respectively, and $624 and $1,819 for the three and six months ended December 31, 2020, respectively, that are eliminated in consolidation. (c) Primarily consist of revenues from (i) entertainment dining and nightlife offerings and (ii) venue management agreements. (d) Primarily consist of affiliation fees from Distributors and, to a lesser extent, advertising revenues through the sale of commercial time and other advertising inventory during MSG Networks programming. Contract Balances The timing of revenue recognition, billings and cash collections results in billed receivables, contract assets and contract liabilities on the consolidated balance sheets. The following table provides information about contract balances from the Company’s contracts with customers as of December 31, 2021 and June 30, 2021: December 31, June 30, 2021 2021 Receivables from contracts with customers, net (a) $ 195,945 $ 185,112 Contract assets, current (b) 10,204 7,052 Contract assets, non-current (b) 296 87 Deferred revenue, including non-current portion (c) 257,054 210,187 _________________ (a) Receivables from contracts with customers, which are reported in Accounts receivable, net and Net related party receivables in the Company’s consolidated balance sheets, represent the Company’s unconditional rights to consideration under its contracts with customers. As of December 31, 2021 and June 30, 2021, the Company’s receivables from contracts with customers above included $11,239 and $4,848, respectively, related to various related parties. See Note 18 for further details on related party arrangements. (b) Contract assets, which are reported as Other current assets or Other assets (non-current portion) in the Company’s consolidated balance sheets, primarily relate to the Company’s rights to consideration for goods or services transferred to customers, for which the Company does not have an unconditional right to bill as of the reporting date. Contract assets are transferred to accounts receivable once the Company’s right to consideration becomes unconditional. (c) Deferred revenue primarily relates to the Company’s receipt of consideration from customers in advance of the Company’s transfer of goods or services to those customers. Deferred revenue is reduced and the related revenue is recognized once the underlying goods or services are transferred to a customer. Revenue recognized for the six months ended December 31, 2021 relating to the contract liability balance (primarily deferred revenue) as of June 30, 2021 was $86,108. Transaction Price Allocated to the Remaining Performance Obligations The following table depicts the estimated revenue expected to be recognized, based on current projections and expectations of our business resuming, in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of December 31, 2021. This primarily relates to performance obligations under sponsorship and suite license arrangements and to a lesser extent, non-variable affiliation fee arrangements that have original expected durations longer than one year and the consideration is not variable. For arrangements with variable consideration, such variability is based on the Company’s ability to deliver the underlying benefits as dictated by the related contractual provisions. In developing the estimated revenue, the Company applies the allowable practical expedient and does not disclose information about remaining performance obligations that have original expected durations of one year or less. Fiscal Year 2022 (remainder) $ 114,338 Fiscal Year 2023 170,402 Fiscal Year 2024 143,572 Fiscal Year 2025 101,341 Fiscal Year 2026 72,543 Thereafter 88,109 $ 690,305 |
Computation of Earnings (Loss)
Computation of Earnings (Loss) per Common Share | 6 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Earnings (Loss) per Common Share | Computation of Earnings (Loss) per Common Share The following table presents a reconciliation of weighted-average shares used in the calculations of basic and diluted earnings (loss) per common share attributable to the Company’s stockholders (“EPS”). Three Months Ended Six Months Ended December 31, December 31, 2021 2020 2021 2020 Weighted-average shares (denominator): Weighted-average shares for basic EPS (a) 34,278 34,021 34,186 33,961 Dilutive effect of shares issuable under share-based compensation plans (a) 158 — — — Weighted-average shares for diluted EPS 34,436 34,021 34,186 33,961 Weighted-average anti-dilutive shares ( b ) 668 — — — _________________ (a) For the three months ended December 31, 2020 and six months ended December 31, 2021 and 2020, all restricted stock units and stock options were excluded from the above table because the Company reported a net loss for the periods presented and, therefore, their impact on reported loss per share would have been antidilutive. See Note 15 for further detail. (b) For the three months ended December 31, 2021, weighted-average anti-dilutive shares primarily consisted of approximately 630 units of stock options and were excluded in the calculation of diluted earnings per share because their effect would have been anti-dilutive. An anti-dilutive option exists when the average stock price for the period is less than the exercise price of the option. |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash | 6 Months Ended |
Dec. 31, 2021 | |
Cash, Cash Equivalents and Restricted Cash [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The following table provides a summary of the amounts recorded as cash, cash equivalents and restricted cash. As of December 31, June 30, December 31, June 30, Captions on the consolidated balance sheets: Cash and cash equivalents $ 1,258,105 $ 1,516,992 $ 1,735,012 $ 1,103,392 Restricted cash (a) 23,914 22,984 26,207 17,749 Cash, cash equivalents and restricted cash on the consolidated statements of cash flows $ 1,282,019 $ 1,539,976 $ 1,761,219 $ 1,121,141 _________________ |
Investments in Nonconsolidated
Investments in Nonconsolidated Affiliates | 6 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments, Joint Ventures and Cost Method Investments [Abstract] | |
Investments in Nonconsolidated Affiliates | Investments in Nonconsolidated Affiliates The Company’s investments in nonconsolidated affiliates, which are accounted for under the equity method of accounting and equity investments without readily determinable fair values in accordance with ASC Topic 323, Investments - Equity Method and Joint Ventures and ASC Topic 321, Investments - Equity Securities , respectively, consisted of the following: Ownership Percentage Investment December 31, 2021 Equity method investments: SACO Technologies Inc. (“SACO”) 30 % $ 33,731 Others 5,674 Equity securities without readily determinable fair values (a) 7,007 Total investments in nonconsolidated affiliates $ 46,412 June 30, 2021 Equity method investments: SACO 30 % $ 36,265 Others 6,204 Equity securities without readily determinable fair values (a) 6,752 Total investments in nonconsolidated affiliates $ 49,221 _________________ (a) In accordance with the ASC Topic 321, Investments - Equity Securities, the Company applies the measurement alternative to its equity investments without readily determinable fair values. Under the measurement alternative, equity securities without readily determinable fair values are accounted for at cost, adjusted for impairment and changes resulting from observable price fluctuations in orderly transactions for the identical or a similar investment of the same issuer. For the three and six months ended December 31, 2021 and 2020, the Company did not have impairment charges or change in carrying value recorded to its equity securities without readily determinable fair values. Equity Investments with Readily Determinable Fair Value In addition to the investments discussed above, the Company holds investments of (i) 3,208 shares of the common stock of Townsquare Media, Inc. (“Townsquare”), and (ii) 869 shares of common stock of DraftKings Inc. (“DraftKings”). Townsquare is a media, entertainment and digital marketing solutions company that is listed on the New York Stock Exchange (“NYSE”) under the symbol “TSQ.” DraftKings is a fantasy sports contest and sports gambling provider that is listed on the NASDAQ Stock Market (“NASDAQ”) under the symbol “DKNG” for its common stock. The fair value of the Company’s investments in Class A common stock of Townsquare and Class A common stock of DraftKings are determined based on quoted market prices in active markets on the NYSE and NASDAQ, respectively, which are classified within Level I of the fair value hierarchy. As a holder of Class C common stock of Townsquare, the Company is entitled to convert at any time all or any part of the Company’s shares into an equal number of shares of Class A common stock of Townsquare, subject to restrictions set forth in Townsquare’s certificate of incorporation. The cost basis and the carrying fair value of these investments, which are reported under Other assets in the accompanying consolidated balance sheets as of December 31, 2021 and June 30, 2021, are as follows: December 31, 2021 Equity Investment with Readily Determinable Fair Values Shares / Units Cost Basis Carrying value Townsquare Class A common stock 583 $ 4,221 $ 7,773 Townsquare Class C common stock 2,625 19,001 34,992 DraftKings common stock 869 6,036 23,884 Total $ 29,258 $ 66,649 June 30, 2021 Equity Investment with Readily Determinable Fair Values Shares / Units Cost Basis Carrying value Townsquare Class A common stock 583 $ 4,221 $ 7,435 Townsquare Class C common stock 2,625 19,001 33,469 DraftKings common stock 869 6,036 45,360 Total $ 29,258 $ 86,264 The following table summarizes the realized and unrealized gain (loss) on equity investments with readily determinable fair value for the three and six months ended December 31, 2021 and 2020: Three Months Ended Six Months Ended December 31, December 31, 2021 2020 2021 2020 Unrealized gain — Townsquare $ 834 $ 6,416 $ 1,861 $ 7,026 Unrealized gain (loss) — DraftKings (17,989) (10,984) (21,476) 22,064 Realized loss — DraftKings — (2,659) — (2,659) $ (17,155) $ (7,227) $ (19,615) $ 26,431 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Dec. 31, 2021 | |
Property and Equipment [Abstract] | |
Property and Equipment | Property and Equipment As of December 31, 2021 and June 30, 2021, property and equipment consisted of the following: December 31, June 30, Land $ 148,919 $ 150,750 Buildings 997,216 996,295 Equipment 414,243 405,835 Aircraft 38,090 38,090 Furniture and fixtures 38,806 40,660 Leasehold improvements 227,349 214,678 Construction in progress (a) 1,546,952 1,194,525 3,411,575 3,040,833 Less accumulated depreciation and amortization (936,882) (884,541) $ 2,474,693 $ 2,156,292 _________________ (a) Interest is capitalized during the construction period for significant long term construction projects. The Company capitalizes interest within the Entertainment segment in connection with the construction of MSG Sphere in Las Vegas. For the three and six months ended December 31, 2021, the company capitalized $10,600 and $19,926 of interest, respectively. As disclosed on the Company’s Form 10-K/A filed on February 9, 2022 for the Fiscal Year 2021, the Company determined that the application of ASC Topic 835-20 (Capitalization of Interest) required that a portion of the interest incurred under the Company’s credit facilities should have been capitalized during the periods that the Company had been capitalizing costs related to MSG Sphere at the Venetian (the “accounting error”), which capitalization of such costs began in 2017. As a result, the previously reported consolidated statements of operation of the Company for the three and six months ended December 31, 2020 have been revised to correct this immaterial accounting error by decreasing the Company’s previously reported interest expense by $7,566 and $7,911, respectively. The increase in Construction in progress is primarily associated with the development and construction of MSG Sphere in Las Vegas. The property and equipment balances above include $154,131 and $106,990 of capital expenditure accruals (primarily related to MSG Sphere construction) as of December 31, 2021 and June 30, 2021, respectively, which are reflected in Other accrued liabilities in the accompanying consolidated balance sheets. Depreciation and amortization expense on property and equipment was $26,100 and $51,221 for the three and six months ended December 31, 2021, respectively, and $21,928 and $46,589 for the three and six months ended December 31, 2020, respectively. |
Leases
Leases | 6 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company’s leases primarily consist of certain live-performance venues, entertainment dining and nightlife venues, corporate office space, storage and, to a lesser extent, office and other equipment. The Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the lease term is assessed based on the date when the underlying asset is made available by the lessor for the Company’s use. The Company’s assessment of the lease term reflects the non-cancellable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain not to exercise, as well as periods covered by renewal options which the Company is reasonably certain to exercise. The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated statements of operations and consolidated statements of cash flows over the lease term. For leases with a term exceeding 12 months, a lease liability is recorded on the Company’s consolidated balance sheet at lease commencement reflecting the present value of the fixed minimum payment obligations over the lease term. A corresponding right-of-use (“ROU”) asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. The Company includes fixed payment obligations related to non-lease components in the measurement of ROU assets and lease liabilities, as the Company has elected to account for lease and non-lease components together as a single lease component. ROU assets associated with finance leases are presented separate from ROU assets associated with operating leases and are included within Property and equipment, net on the Company’s consolidated balance sheet. For purposes of measuring the present value of the Company’s fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in the underlying leasing arrangements are typically not readily determinable. The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment surrounding the associated lease. For operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term. For finance leases, the initial ROU asset is depreciated on a straight-line basis over the lease term, along with recognition of interest expense associated with accretion of the lease liability, which is ultimately reduced by the related fixed payments. For leases with a term of 12 months or less (“short-term leases”), any fixed lease payments are recognized on a straight-line basis over the lease term and are not recognized on the consolidated balance sheet. Variable lease costs for both operating and finance leases, if any, are recognized as incurred and such costs are excluded from lease balances recorded on the consolidated balance sheet. In addition, the Company excluded its ground lease with Las Vegas Sands Corp. (“Sands”) associated with MSG Sphere in Las Vegas from the ROU asset and lease liability balance recorded on the consolidated balance sheet as the ground lease will have no fixed rent. Under the ground lease agreement, Sands will receive priority access to purchase tickets to events at the venue for inclusion in hotel packages or other uses, as well as certain rent-free use of the venue to support its Expo Center business. If certain return objectives are achieved, Sands will receive 25% of the after-tax cash flow in excess of such objectives. The ground lease is for a term of 50 years, commencing upon substantial completion of MSG Sphere. As of December 31, 2021, the Company’s existing operating leases, which are recorded on the accompanying financial statements, have remaining lease terms ranging from 0.3 years to 20.1 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 December 31, 2021 and June 30, 2021: Line Item in the Company’s Consolidated Balance Sheet December 31, June 30, Right-of-use assets: Operating leases Right-of-use lease assets $ 470,253 $ 280,579 Lease liabilities: Operating leases, current Operating lease liabilities, current $ 65,663 $ 73,423 Operating leases, noncurrent Operating lease liabilities, noncurrent 450,019 233,556 Total lease liabilities $ 515,682 $ 306,979 The following table summarizes the activity recorded within the Company’s consolidated statements of operations for the three and six months ended December 31, 2021 and 2020: Three Months Ended Line Item in the Company’s Consolidated and Combined Statement of Operations December 31, 2021 2020 Operating lease cost Direct operating expenses $ 10,324 $ 6,545 Operating lease cost Selling, general and administrative expenses 7,723 6,410 Variable lease cost Direct operating expenses 1,006 315 Variable lease cost Selling, general and administrative expenses 15 15 Total lease cost $ 19,068 $ 13,285 Six Months Ended Line Item in the Company’s Consolidated Statement of Operations December 31, 2021 2020 Lease cost, operating leases Direct operating expenses $ 21,960 $ 12,952 Lease cost, operating leases Selling, general and administrative expenses 14,144 12,903 Variable lease cost Direct operating expenses 2,092 591 Variable lease cost Selling, general and administrative expenses 29 38 Total lease cost $ 38,225 $ 26,484 Supplemental Information For the six months ended December 31, 2021 and 2020, cash paid for amounts included in the measurement of operating lease liabilities was $30,282 and $28,261, respectively. For the six months ended December 31, 2021, the Company recorded new operating lease liabilities of $321,863 arising from obtaining right-of-use lease assets including (i) the renewal of the Radio City Music Hall and Beacon Theatre leases, and to a lesser extent, reflecting (ii) leases associated with MSG Sphere development, net of tenant incentives, (iii) a lease agreement with the existing landlord for the Company’s New York corporate office space, which extended the term for certain existing office space in use, and (iv) an aviation lease. For the six months ended December 31, 2021, the Company received approximately $12,800 of the aforementioned tenant incentives, through a cash receipt from the landlord and payments by the landlord for capital expenditures on behalf of the Company. For the six months ended December 31, 2020, the Company did not enter into new leases. In November 2021, the Company executed an agreement with the existing landlord for its New York corporate office space pursuant to which it will be relocating from the space that the Company currently occupies to newly renovated office space within the same building. The Company will not be involved in the design or construction of the new space for purposes of the Company’s buildout prior to obtaining possession, which is expected to occur in Fiscal Year 2024. Upon obtaining possession of the space, the new lease is expected to result in an additional lease obligation and right of use asset. While lease payments under the new lease agreement will be recognized as a lease expense on a straight-line basis over the lease term, the Company will begin paying full rent in the second half of Fiscal Year 2026 due to certain tenant incentives included in the arrangement. Base rent payments will increase every five years beginning in Fiscal Year 2031 in accordance with the terms of the lease. The Company anticipates entering into a new sublease agreement with MSG Sports for a lease term equivalent to the November 2021 agreement that the Company entered into with the existing landlord. The future lease payments related to this new lease for the next five fiscal years and thereafter are expected to be as follows: Fiscal Year 2022 $ — Fiscal Year 2023 — Fiscal Year 2024 — Fiscal Year 2025 10,121 Fiscal Year 2026 19,023 Thereafter (Fiscal Year 2027 to Fiscal Year 2046) 1,026,207 Total lease payments $ 1,055,351 During the three months ended September 30, 2021, a non-cash impairment charge of $4,549 was recorded for the right-of-use lease assets associated with certain Hakkasan venues of Tao Group Hospitality due to decisions made by management to cease operations at certain venues subsequent to the Hakkasan acquisition date. For the three months ended December 31, 2021, the Company recorded a net gain of approximately $5,900 principally from extinguishments and modification of lease liabilities associated with certain Hakkasan venues of Tao Group Hospitality. As of December 31, 2021, the weighted average remaining lease term for operating leases recorded on the accompanying consolidated balance sheet was 12.2 years. The weighted average discount rate was 6.41% as of December 31, 2021 and represented the Company’s estimated incremental borrowing rate, assuming a secured borrowing, based on the remaining lease term at the time of either (i) adoption of the standard, (ii) upon entering a new lease or (iii) the period in which the lease term expectation was modified. Maturities of operating lease liabilities as of December 31, 2021 are as follows: Fiscal Year 2022 (remainder) $ 28,220 Fiscal Year 2023 78,709 Fiscal Year 2024 80,196 Fiscal Year 2025 57,624 Fiscal Year 2026 34,293 Thereafter 479,386 Total lease payments 758,428 Less imputed interest 242,746 Total lease liabilities $ 515,682 Lessor Arrangements In connection with the Entertainment Distribution, the Company entered into Arena License Agreements with MSG Sports that, among other things, require the Knicks and the Rangers to play their home games at The Garden in exchange for fixed annual license fees scheduled to be paid monthly over the term of the agreements. The Company accounts for these license fees as operating lease revenue given that the Company provides MSG Sports with the right to direct the use of and obtain substantially all of the economic benefit from The Garden during Knicks and Rangers home games. Operating lease revenue is recognized on a straight-line basis over the lease term, adjusted pursuant to the terms of the Arena License Agreements. In the case of the Arena License Agreements, the lease terms relate to non-consecutive periods of use when MSG Sports uses The Garden for their professional sports teams’ home games, and operating lease revenue is therefore recognized ratably as events occur. The Arena License Agreements provide that license fees are not required to be paid by MSG Sports during periods when The Garden is unavailable for use due to a force majeure event. As a result of government-mandated suspension of events at The Garden beginning on March 13, 2020 due to the impact of the COVID-19 pandemic, The Garden was not available for use by MSG Sports from the effective date of the Arena License Agreements through the first quarter of Fiscal Year 2021, and, accordingly, the Company did not record any operating lease revenue for this arrangement during the first quarter of Fiscal Year 2021. Use of The Garden resumed for Knicks and Rangers home games without fans in December 2020 and January 2021, respectively, and was available at 10% seating capacity from February through May 2021 when it became available at 100% seating capacity. The Company recorded $27,854 and $29,182 of revenues under the Arena License Agreements for the three and six months ended December 31, 2021, respectively, and $1,585 for the three and six months ended December 31, 2020. In addition, the Company recorded revenues from third party and related party lease and sublease arrangements of $1,342 and $2,330 for the three and six months ended December 31, 2021, respectively, and $749 and $1,497 for the three and six months ended December 31, 2020, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The carrying amount of goodwill as of December 31, 2021 and June 30, 2021 are as follows: Entertainment MSG Networks Tao Group Hospitality Total Balance as of June 30, 2021 $ 74,309 $ 424,508 $ 3,378 $ 502,195 Measurement period adjustment (a) — — (2,014) (2,014) Balance as of December 31, 2021 $ 74,309 $ 424,508 $ 1,364 $ 500,181 _________________ (a) During the three months ended September 30, 2021, the Company recorded an adjustment to reflect a measurement period adjustment in connection with the acquisition of Hakkasan by Tao Group Hospitality. Upon the finalization of the closing statement during the first quarter of Fiscal Year 2022, the noncontrolling interest owned by Hakkasan Parent in Tao Group Sub-Holdings LLC was reduced from approximately 18% as initially estimated to approximately 15%. Such change resulted in a decrease in the Company’s redeemable noncontrolling interest of $7,500, a decrease in Goodwill of $480 as included above, and a decrease in amortizable intangibles of approximately $7,020 related to trade names and venue management contracts. Additionally, the Company wrote-off a previously reported accrual of $1,534, which resulted in an additional decrease in Goodwill of $1,534, also included above. See Note 3 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K regarding the details of the acquisition of Hakkasan. No additional adjustments were recorded during the three months ended December 31, 2021 . During the first quarter of Fiscal Year 2022, the Company performed its annual impairment test of goodwill and determined that there were no impairments of goodwill identified as of the impairment test date. The carrying amount of indefinite-lived intangible assets, all of which are within the Entertainment segment, as of December 31, 2021 and June 30, 2021 were as follows: Trademarks $ 61,881 Photographic related rights 1,920 Total $ 63,801 During the first quarter of Fiscal Year 2022, the Company performed its annual impairment test of indefinite-lived intangible assets and determined that there were no impairments of indefinite-lived intangibles identified as of the impairment test date. The Company’s intangible assets subject to amortization are as follows: December 31, 2021 Gross Accumulated Net Trade names $ 113,333 $ (28,292) $ 85,041 Venue management contracts 85,763 (20,572) 65,191 Affiliate relationships 83,044 (57,951) 25,093 Non-compete agreements 9,000 (7,696) 1,304 Festival rights 8,080 (2,966) 5,114 Other intangibles 4,217 (3,954) 263 $ 303,437 $ (121,431) $ 182,006 June 30, 2021 Gross Accumulated Net Trade names $ 121,000 $ (25,605) $ 95,395 Venue management contracts 85,700 (17,518) 68,182 Affiliate relationships 83,044 (56,221) 26,823 Non-compete agreements 9,000 (6,913) 2,087 Festival rights 8,080 (2,696) 5,384 Other intangibles 4,217 (3,814) 403 $ 311,041 $ (112,767) $ 198,274 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments See Note 12 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K for details on the Company’s off-balance sheet commitments. The Company’s off-balance sheet commitments as of June 30, 2021 included a total of $3,646,250 of contract obligations (primarily related to media rights agreements) from the MSG Networks segment, as a result of the Merger, as follows: Fiscal Year 2022 $ 276,707 Fiscal Year 2023 273,370 Fiscal Year 2024 253,485 Fiscal Year 2025 246,013 Fiscal Year 2026 249,584 Thereafter 2,347,091 $ 3,646,250 During the three and six months ended December 31, 2021, the Company did not have any material changes in its non-cancelable contractual obligations other than activities in the ordinary course of business. See Note 13 for details of the principal repayments required under the Company’s various credit facilities, including the MSG Networks Senior Secured Credit Facilities, and Note 9 for details on the commitments under the Company’s lease obligations. Legal Matters Fifteen complaints were filed in connection with the Merger by purported stockholders of the Company and MSG Networks Inc. Nine of these complaints involved allegations of materially incomplete and misleading information set forth in the joint proxy statement/prospectus filed by the Company and MSG Networks Inc. in connection with the Merger. As a result of supplemental disclosures made by the Company and MSG Networks Inc. on July 1, 2021, all of the disclosure actions were voluntarily dismissed with prejudice prior to or shortly following the consummation of the Merger. On May 27, 2021, a complaint captioned Hollywood Firefighters’ Pension Fund et al. v. James Dolan, et al. , 2021-0468-KSJM, was filed in the Court of Chancery of the State of Delaware by purported stockholders of the Company against the Company, its Board of Directors (the “Board”), certain Dolan family stockholders and MSG Networks Inc. The complaint purported to allege derivative claims on behalf of the Company and claims on behalf of a putative class of Company stockholders concerning the Merger. Plaintiffs alleged, among other things, that the Merger was a business combination with an interested stockholder that is not allowed under Section 203 of the Delaware General Corporation Law (the “DGCL”), that the Board members and majority stockholders violated their fiduciary duties in agreeing to the Merger, and that the disclosures relating to the Merger were misleading or incomplete. Plaintiffs sought, among other relief, declaratory and preliminary and permanent injunctive relief enjoining the stockholder vote and consummation of the Merger, and an award of damages in the event the transaction was consummated and plaintiffs’ attorneys’ fees. On June 15, 2021, plaintiffs filed a brief in support of their motion seeking a preliminary injunction enjoining the Company’s stockholder vote and consummation of the Merger, which the defendants opposed. The Court of Chancery denied the plaintiffs’ preliminary injunction motion on July 2, 2021. On June 9, 2021, a complaint captioned Timothy Leisz v. MSG Networks Inc. et al. , 2021-0504-KSJM, was filed in the Court of Chancery of the State of Delaware by a purported stockholder of MSG Networks Inc. against MSG Networks Inc., the MSG Networks Inc. board of directors, certain Dolan family stockholders and the Company. The complaint purported to allege claims on behalf of a putative class of MSG Networks Inc. stockholders concerning the Merger. The MSG Networks Inc. plaintiff alleged, among other things, that the Merger was a business combination with an interested stockholder that is not allowed under Section 203 of the DGCL, that the MSG Networks Inc. board members and majority stockholders violated their fiduciary duties in agreeing to the Merger, and that the disclosures relating to the merger were misleading or incomplete. Plaintiff sought, among other relief, declaratory and preliminary and permanent injunctive relief enjoining the stockholder vote and consummation of the Merger, and an award of damages in the event the transaction was consummated and plaintiff’s attorneys’ fees. On June 21, 2021, plaintiff filed a brief in support of his motion seeking a preliminary injunction enjoining the MSG Networks Inc. stockholder vote and consummation of the Merger, which defendants opposed. The Court of Chancery denied the plaintiff’s preliminary injunction motion on July 2, 2021. On July 6, 2021, a complaint captioned Stevens et al. v. Dolan et al. , 2021-0575, was filed in the Court of Chancery of the State of Delaware by purported stockholders of MSG Networks Inc. against the MSG Networks Inc. board of directors. The complaint purported to allege claims on behalf of a putative class of MSG Networks Inc. stockholders concerning the Merger. The plaintiffs alleged, among other things, that the MSG Networks Inc. board members and majority stockholders violated their fiduciary duties in agreeing to the Merger and that the disclosures relating to the merger were misleading or incomplete. Plaintiffs sought, among other relief, an order rescinding the merger and rescinding any severance paid to James Dolan in connection with the Merger, an award of damages in the event the transaction was consummated, and plaintiffs’ attorneys’ fees. On July 6, 2021, a complaint captioned The City of Boca Raton Police and Firefighters’ Retirement System v. MSG Networks Inc. , 2021-0578, was filed in the Court of Chancery of the State of Delaware by purported stockholders of MSG Networks Inc. against MSG Networks Inc. The complaint purported to seek to enforce plaintiff’s right to inspect certain of MSG Networks Inc.’s books and records under Section 220 of the DGCL. The complaint was voluntarily dismissed on August 10, 2021. On August 11, 2021, a stockholder derivative complaint captioned City of Miramar Retirement Plan and Trust Fund for General Employees et al. v. Dolan et al., 2021-0692 was filed in the Court of Chancery of the State of Delaware by purported stockholders of the Company. The complaint purported to allege derivative claims on behalf of the Company and direct claims on behalf of a putative class of Company stockholders. Plaintiffs alleged that the Board and the Company’s majority stockholders violated their fiduciary duties by failing to protect the Company’s interest in connection with the Merger. Plaintiffs sought, among other relief, an award of damages to the purported class and Company including interest, and plaintiffs’ attorneys’ fees. On August 31, 2021, a complaint captioned Murray v. Dolan et al. , 2021-0748, was filed in the Court of Chancery of the State of Delaware by purported stockholders of MSG Networks Inc. against the MSG Networks Inc. board of directors. The complaint purported to allege claims on behalf of a putative class of MSG Networks stockholders concerning the Merger. Plaintiffs alleged, among other things, that the MSG Networks Inc. board members and majority stockholders violated their fiduciary duties in agreeing to the Merger and that the disclosures relating to the merger were misleading or incomplete. Plaintiffs sought, among other relief, an order rescinding the merger and rescinding any severance paid to James Dolan in connection with the Merger, an award of damages, and plaintiffs’ attorneys’ fees. All of the above complaints have since either been dismissed or consolidated into one of two litigations. On September 10, 2021, the Court of Chancery entered an order consolidating the complaints in the Hollywood Firefighters and City of Miramar actions. The new consolidated action is captioned: In re Madison Square Garden Entertainment Corp. Stockholders Litigation , C.A. 2021-0468-KSJM. The consolidated plaintiffs filed their Verified Consolidated Derivative Complaint on October 11, 2021. The complaint, which names the Company as only a nominal defendant, retains all of the derivative allegations for breach of fiduciary duties that were present in the Hollywood Firefighters and City of Miramar complaints and abandons the direct claims in those prior complaints. Plaintiffs seek, among other relief, an award of damages to the Company including interest, and plaintiffs’ attorneys’ fees. The Company and other defendants filed answers to the complaint on December 30, 2021, and are currently engaged in responding to the consolidated plaintiffs’ discovery requests. Pursuant to the indemnity rights in its bylaws and Delaware law, the Company is advancing the costs incurred by defendants in this action, and defendants may assert indemnification rights in respect of any adverse judgment or settlement of the action. On September 27, 2021, the Court of Chancery entered an order consolidating the complaints in the Leisz , Stevens , City of Boca Raton , and Murray complaints. The new consolidated action is captioned: In re MSG Networks Inc. Stockholder Class Action Litigation , C.A. 2021-0575-KSJM. The consolidated plaintiffs filed their Verified Consolidated Stockholder Class Action Complaint on October 29, 2021. The complaint asserts claims on behalf of a putative class of former MSG Networks Inc. stockholders against each member of the board of directors of MSG Networks Inc. prior to the Merger. Plaintiffs allege that the MSG Networks Inc. board of directors and majority stockholders breached their fiduciary duties in negotiating and approving the Merger. The Company is not named as a defendant. Pursuant to the indemnity rights in its bylaws and Delaware law, the Company is advancing the costs incurred by defendants in this action, and defendants may assert indemnification rights in respect of any adverse judgment or settlement of the action. Plaintiffs seek, among other relief, monetary damages for the putative class and plaintiffs’ attorneys’ fees. Defendants to the MSG Networks Inc. consolidated action filed answers to the complaint on December 30, 2021 and are currently engaged in responding to the plaintiffs’ discovery requests. We are currently unable to determine a range of potential liability, if any, with respect to these Merger-related claims. Accordingly, no accrual for these matters has been made in our consolidated financial statements. The Company is a defendant in various other lawsuits. Although the outcome of these other lawsuits cannot be predicted with certainty (including the extent of available insurance, if any), management does not believe that resolution of these other lawsuits will have a material adverse effect on the Company. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table presents the Company’s assets that are measured at fair value within Level I of the fair value hierarchy on a recurring basis using observable inputs that reflect quoted prices for identical assets in active markets. These assets include (i) cash equivalents in money market accounts and time deposits, and (ii) equity investments with readily determinable fair value: Line Item on Consolidated Balance Sheet December 31, June 30, Assets: Money market accounts and time deposits (a) Cash and cash equivalents $ 1,107,768 $ 1,361,729 Equity investments with readily determinable fair value (b) Other assets 66,649 86,264 Total assets measured at fair value $ 1,174,417 $ 1,447,993 _________________ (a) The carrying amount of the Company’s cash equivalents in money market accounts and time deposits approximate fair value due to their short-term maturities. (b) See Note 7 for more information on the Company’s equity investments with readily determinable fair value in Townsquare and DraftKings. In addition to the table above, the carrying value and fair value of the Company’s financial instruments reported in the accompanying consolidated balance sheets are as follows: December 31, 2021 June 30, 2021 Carrying Fair Carrying Fair Liabilities Current and non-current portion of long-term debt under the MSG Networks Term Loan Facility (a) $ 1,023,000 $ 1,012,770 $ 1,047,750 $ 1,042,510 Current and non-current portion of long-term debt under the National Properties Term Loan Facility (a) $ 643,500 $ 658,783 $ 646,750 $ 669,386 Current and non-current portion of long-term debt under the Tao Credit Facilities (a) $ 26,250 $ 26,315 $ 43,750 $ 43,851 _________________ |
Credit Facilities
Credit Facilities | 6 Months Ended |
Dec. 31, 2021 | |
Credit Facilities [Abstract] | |
Credit Facilities | Credit Facilities MSG Networks Senior Secured Credit Facilities On September 28, 2015, MSGN Holdings, L.P. (”MSGN L.P.”), MSGN Eden, LLC, an indirect subsidiary of the Company (through the Merger) and the general partner of MSGN L.P., Regional MSGN Holdings LLC, an indirect subsidiary of the Company and the limited partner of MSGN L.P. (collectively with MSGN Eden, LLC, the “MSGN Holdings Entities”), and certain subsidiaries of MSGN L.P. entered into a credit agreement (the “MSGN Former Credit Agreement”) with a syndicate of lenders. The MSGN Former Credit Agreement provided MSGN L.P. with senior secured credit facilities that consisted of: (a) an initial $1,550,000 term loan facility and (b) a $250,000 revolving credit facility. On October 11, 2019, MSGN L.P., the MSGN Holdings Entities and certain subsidiaries of MSGN L.P. amended and restated the MSGN Former Credit Agreement in its entirety (the “MSGN Credit Agreement”). The MSGN Credit Agreement provides MSGN L.P. with senior secured credit facilities (as amended, the “MSG Networks Senior Secured Credit Facilities”) consisting of: (i) an initial $1,100,000 term loan facility (the “MSGN Term Loan Facility”) and (ii) a $250,000 revolving credit facility (the “MSGN Revolving Credit Facility”), each with a term of five years. Proceeds from the MSGN Term Loan Facility were used by MSGN L.P. to repay outstanding indebtedness under the MSGN Former Credit Agreement. Up to $35,000 of the MSGN Revolving Credit Facility is available for the issuance of letters of credit. Subject to the satisfaction of certain conditions and limitations, the MSGN Credit Agreement allows for the addition of incremental term and/or revolving loan commitments and incremental term and/or revolving loans. Borrowings under the MSGN Credit Agreement bear interest at a floating rate, which at the option of MSGN L.P. may be either (i) a base rate plus an additional rate ranging from 0.25% to 1.25% per annum (determined based on a total net leverage ratio) (the “MSGN Base Rate”), or (ii) a Eurodollar rate plus an additional rate ranging from 1.25% to 2.25% per annum (determined based on a total net leverage ratio) (the “MSGN Eurodollar Rate”). Upon a payment default in respect of principal, interest or other amounts due and payable under the MSGN Credit Agreement or related loan documents, default interest will accrue on all overdue amounts at an additional rate of 2.00% per annum. The MSGN Credit Agreement requires that MSGN L.P. pay a commitment fee ranging from 0.225% to 0.30% (determined based on a total net leverage ratio) in respect of the average daily unused commitments under the MSGN Revolving Credit Facility. MSGN L.P. will also be required to pay customary letter of credit fees, as well as fronting fees, to banks that issue letters of credit. The interest rate on the MSGN Term Loan Facility as of December 31, 2021 was 1.60%. The MSGN Credit Agreement generally requires the MSGN Holdings Entities and MSGN L.P. and its restricted subsidiaries on a consolidated basis to comply with a maximum total leverage ratio of 5.50:1.00, subject, at the option of MSGN L.P. to an upward adjustment to 6.00:1.00 during the continuance of certain events. In addition, the MSGN Credit Agreement requires a minimum interest coverage ratio of 2.00:1.00 for the MSGN Holdings Entities and MSGN L.P. and its restricted subsidiaries on a consolidated basis. All borrowings under the MSGN Credit Agreement are subject to the satisfaction of customary conditions, including absence of a default and accuracy of representations and warranties. As of December 31, 2021, the MSGN Holdings Entities and MSGN L.P. and its restricted subsidiaries on a consolidated basis were in compliance with the covenants. As of December 31, 2021, there were no letters of credit issued and outstanding under the MSGN Revolving Credit Facility. As of December 31, 2021, there was $1,023,000 outstanding under the MSGN Term Loan Facility, and no borrowings under the MSGN Revolving Credit Facility. All obligations under the MSGN Credit Agreement are guaranteed by the MSGN Holdings Entities and MSGN L.P.’s existing and future direct and indirect domestic subsidiaries that are not designated as excluded subsidiaries or unrestricted subsidiaries (the “MSGN Subsidiary Guarantors,” and together with the MSGN Holdings Entities, the “MSGN Guarantors”). All obligations under the MSGN Credit Agreement, including the guarantees of those obligations, are secured by certain assets of MSGN L.P. and each MSGN Guarantor (collectively, “MSGN Collateral”), including, but not limited to, a pledge of the equity interests in MSGN L.P. held directly by the Holdings Entities and the equity interests in each MSGN Subsidiary Guarantor held directly or indirectly by MSGN L.P. Subject to customary notice and minimum amount conditions, MSGN L.P. may voluntarily repay outstanding loans under the MSGN Credit Agreement at any time, in whole or in part, without premium or penalty (except for customary breakage costs with respect to Eurodollar loans). The MSGN Term Loan Facility amortizes quarterly in accordance with its terms beginning March 31, 2020 through September 30, 2024 with a final maturity date of October 11, 2024. MSGN L.P. is required to make mandatory prepayments in certain circumstances, including without limitation from the net cash proceeds of certain sales of assets (including MSGN Collateral) or casualty insurance and/or condemnation recoveries (subject to certain reinvestment, repair or replacement rights) and the incurrence of certain indebtedness, subject to certain exceptions. In addition to the financial covenants discussed above, the MSGN Credit Agreement and the related security agreement contain certain customary representations and warranties, affirmative covenants, and events of default. The MSGN Credit Agreement contains certain restrictions on the ability of MSGN L.P. and its restricted subsidiaries to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the MSGN Credit Agreement, including the following: (i) incurring additional indebtedness and contingent liabilities; (ii) creating liens on certain assets; (iii) making investments, loans or advances in or to other persons; (iv) paying dividends and distributions or repurchasing capital stock; (v) changing their lines of business; (vi) engaging in certain transactions with affiliates; (vii) amending specified material agreements; (viii) merging or consolidating; (ix) making certain dispositions; and (x) entering into agreements that restrict the granting of liens. The MSGN Holdings Entities are also subject to customary passive holding company covenants. The Merger did not result in a change of control or acceleration of debt payments under the MSGN Credit Agreement. National Properties Term Loan Facility On November 12, 2020, MSG National Properties, an indirect, wholly-owned subsidiary of the Company, MSG Entertainment Group, LLC (“MSG Entertainment Group”) and certain subsidiaries of MSG National Properties entered into a 5-year $650,000 senior secured term loan facility (the “National Properties Term Loan Facility”). The proceeds of the National Properties Term Loan Facility may be used to fund working capital needs, for general corporate purposes of MSG National Properties and its subsidiaries, and to make distributions to MSG Entertainment Group. The National Properties Term Loan Facility includes a minimum liquidity covenant, pursuant to which MSG National Properties and its restricted subsidiaries are required to maintain a specified minimum level of average daily liquidity, consisting of cash and cash equivalents and available revolving commitments, over the last month of each quarter. Following the first anniversary of the closing of the facility in November 2021, the minimum liquidity level was reduced to $200,000. If at any time the total leverage ratio of MSG National Properties and its restricted subsidiaries is less than 5.00 to 1.00 as of the end of any four consecutive fiscal quarter period or MSG National Properties obtains an investment grade rating, the minimum liquidity level is permanently reduced to $50,000. As of December 31, 2021, the trailing twelve month AOI (as defined under the National Properties Term Loan Facility) for MSG National Properties and its restricted subsidiaries was negative and therefore, the minimum liquidity level continues to be $200,000. Subject to customary notice and minimum amount conditions, the Company may voluntarily repay outstanding loans under the National Properties Term Loan Facility at any time, in whole or in part (subject to customary breakage costs with respect to LIBOR loans) subject to a prepayment premium equal to (i) for the initial 18 month period following the facility’s effective date, 2.0% of the principal amount prepaid plus the amount of interest that would have been payable on such principal amount from the date of such prepayment through the end of such 18-month period, (ii) after the initial 18 month period but on or prior to the three year anniversary of the effective date, 2.0% of the principal amount prepaid, (iii) after the three year anniversary but on or prior to the four year anniversary of the effective date, 1.0% of the principal amount prepaid and (iv) after the 4th anniversary, —%. 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 December 31, 2021 was 7.00%. As of December 31, 2021, there was $643,500 outstanding under the National Properties Term Loan Facility. All obligations under the National Properties Term Loan Facility are guaranteed by MSG Entertainment Group and MSG National Properties’ existing and future direct and indirect domestic subsidiaries, other than the subsidiaries that own The Garden, BCE and certain other excluded subsidiaries (the “Subsidiary Guarantors”). All obligations under the National Properties Term Loan Facility, including the guarantees of those obligations, are secured by certain of the assets of MSG National Properties and the Subsidiary Guarantors (collectively, “Collateral”) including, but not limited to, a pledge of some or all of the equity interests held directly or indirectly by MSG National Properties in each Subsidiary Guarantor. The Collateral does not include, among other things, any interests in The Garden or the leasehold interests in Radio City Music Hall and the Beacon Theatre. Under certain circumstances, MSG National Properties is required to make mandatory prepayments on loans outstanding, including prepayments in an amount equal to a specified percentage of excess cash flow in any fiscal year and prepayments in an amount equal to the net cash proceeds of certain sales of assets or casualty insurance and/or condemnation recoveries (subject to certain reinvestment, repair or replacement rights), in each case subject to certain exceptions. In addition to the minimum liquidity covenant, the National Properties Term Loan Facility and the related security agreement contain certain customary representations and warranties, affirmative and negative covenants and events of default. The National Properties Term Loan Facility contains certain restrictions on the ability of MSG National Properties and its restricted subsidiaries to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the National Properties Term Loan Facility, including the following: (i) incur additional indebtedness; (ii) create liens on certain assets; (iii) make investments, loans or advances in or to other persons; (iv) pay dividends and distributions or repurchase capital stock (which will restrict the ability of MSG National Properties to make cash distributions to the Company); (v) repay, redeem or repurchase certain indebtedness; (vi) change its lines of business; (vii) engage in certain transactions with affiliates; (viii) amend their respective organizational documents; (ix) merge or consolidate; and (x) make certain dispositions. As of December 31, 2021, MSG National Properties and its restricted subsidiaries were in compliance with the covenants of the National Properties Term Loan Facility. Tao Credit Facilities On May 23, 2019, Tao Group Intermediate Holdings LLC (“TAOIH” or “Intermediate Holdings”) and Tao Group Operating LLC (“TAOG” or “Senior Borrower”), entered into a credit agreement (the “Tao Senior Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and a letter of credit issuer, and the lenders party thereto. Together the Tao Senior Credit Agreement and a $49,000 intercompany subordinated credit agreement that matures in August 2024 (the “Tao Subordinated Credit Agreement”) between a subsidiary of the Company and Tao Group Sub-Holdings LLC, a subsidiary of Tao Group Hospitality, replaced the Senior Borrower’s prior credit agreement dated January 31, 2017 (“2017 Tao Credit Agreement”). On June 15, 2020, the Company entered into the second amendment to the Tao Subordinated Credit Agreement, which provided an additional $22,000 of intercompany loan borrowing availability under the Tao Subordinated Credit Agreement. The net intercompany loan outstanding balance under the Tao Subordinated Credit Agreement, as amended, was $63,000 as of December 31, 2021. The balances and interest-related activities pertaining to the Tao Subordinated Credit Agreement, as amended, have been eliminated in the consolidated financial statements in accordance with ASC Topic 810, Consolidation . The Tao Senior Credit Agreement provides TAOG with senior secured credit facilities (the “Tao Senior Secured Credit Facilities”) consisting of: (i) an initial $40,000 term loan facility with a term of five years (the “Tao Term Loan Facility”) and (ii) a $25,000 revolving credit facility with a term of five years (the “Tao Revolving Credit Facility”). Up to $5,000 of the Tao Revolving Credit Facility is available for the issuance of letters of credit. All borrowings under the Tao Revolving Credit Facility, including, without limitation, amounts drawn under the revolving line of credit are subject to the satisfaction of customary conditions. The Tao Senior Secured Credit Facilities were obtained without recourse to the Company or any of its affiliates (other than TAOG, TAOIH and its subsidiaries and in respect of a certain reserve account, each as discussed below). The Tao Senior Credit Agreement requires TAOIH to comply with a maximum total leverage ratio of 4.00:1.00 and a maximum senior leverage ratio of 3.00:1.00 from the closing date until December 31, 2021 and a maximum total leverage ratio of 3.50:1.00 and a maximum senior leverage ratio of 2.50:1.00 from and after December 31, 2021. In addition, there is a minimum fixed charge coverage ratio of 1.25:1.00 for TAOIH. On August 6, 2020, TAOG and TAOIH entered into an amendment to the Tao Senior Credit Agreement, which suspended the application of the financial maintenance covenants thereunder, modified certain restrictive covenants therein through December 31, 2021, modified the applicable interest rates and increased the minimum liquidity requirement for the outstanding balance of $33,750 under the Tao Term Loan Facility and for the $25,000 availability under the Tao Revolving Credit Facility. As of January 1, 2022, such financial maintenance and restrictive covenant suspensions are no longer in effect. TAOIH and its restricted subsidiaries must maintain a minimum consolidated liquidity, consisting of cash and cash equivalents and available revolving commitments, at all times of $10,000. In addition, in connection with the amendment, the Company, through its direct wholly owned subsidiary, MSG Entertainment Group, entered into a guarantee and reserve account agreement (i) to guarantee the obligations of TAOG under the Tao Senior Credit Agreement, (ii) to establish and grant a security interest in a reserve account that initially held a deposit of approximately $9,800 and (iii) with a covenant to maintain a minimum liquidity requirement of no less than $75,000 at all times. The balance held in the reserve account was approximately $1,600 as of December 31, 2021. As of December 31, 2021, TAOG, TAOIH and the restricted subsidiaries were in compliance with the covenants of the Tao Senior Credit Agreement. All obligations under the Tao Senior Credit Agreement are guaranteed by MSG Entertainment Group, TAOIH and TAOIH’s existing and future direct and indirect domestic subsidiaries (other than (i) TAOG, (ii) domestic subsidiaries substantially all of whose assets consist of controlled foreign corporations and (iii) subsidiaries designated as immaterial subsidiaries or unrestricted subsidiaries) (the “Tao Subsidiary Guarantors,” and together with TAOIH, the “Tao Guarantors”). All obligations under the Tao Senior Credit Agreement, including the guarantees of those obligations, are secured by the reserve account noted above and substantially all of the assets of TAOG and each Tao Guarantor (collectively, “Tao Collateral”), including, but not limited to, a pledge of the equity interests in TAOG held directly by TAOIH and the equity interests in each Tao Subsidiary Guarantor held directly or indirectly by TAOIH. Borrowings under the Tao Senior Credit Agreement bear interest at a floating rate, which at the option of the Senior Borrower may be either (a) a base rate plus an additional rate ranging from 1.50% to 2.50% per annum (determined based on a total leverage ratio) (the “Tao Base Rate”), or (b) a Eurocurrency rate plus an additional rate ranging from 2.50% to 3.50% per annum (determined based on a total leverage ratio) (the “Tao Eurocurrency Rate”), provided that through December 31, 2021, the additional rate used in calculating the floating rate is (i) 1.50% per annum for borrowings bearing the Tao Base Rate, and (ii) 2.50% per annum for borrowings bearing the Eurocurrency Rate. The Tao Senior Credit Agreement requires TAOG to pay a commitment fee of 0.50% in respect of the daily unused commitments under the Tao Revolving Credit Facility. TAOG is also required to pay customary letter of credit fees, as well as fronting fees, to banks that issue letters of credit pursuant to the Tao Senior Credit Agreement. The interest rate on the Tao Senior Credit Agreement as of December 31, 2021 was 2.61%. There was no borrowing outstanding under the Tao Revolving Credit Facility as of December 31, 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 December 31, 2021 was $24,250. As of December 31, 2021, there was $26,250 outstanding under the Tao Term Loan Facility. In addition to the financial covenants described above, the Tao Senior Credit Agreement and the related security agreements contain certain customary representations and warranties, affirmative covenants and events of default. The Tao Senior Credit Agreement contains certain restrictions on the ability of TAOIH, TAOG and its restricted subsidiaries to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the Tao Senior Credit Agreement, including, without limitation, the following: (i) incurring additional indebtedness and contingent liabilities; (ii) creating liens on certain assets; (iii) making investments, loans or advances in or to other persons; (iv) paying dividends and distributions or repurchasing capital stock; (v) engaging in certain transactions with affiliates; (vi) amending specified agreements; (vii) merging or consolidating; (viii) making certain dispositions; and (ix) entering into agreements that restrict the granting of liens. Intermediate Holdings is subject to a customary passive holding company covenant. Subject to customary notice and minimum amount conditions, TAOG may voluntarily repay outstanding loans under the Tao Senior Credit Agreement at any time, in whole or in part, without premium or penalty (except for customary breakage costs with respect to Eurocurrency loans). The initial Tao Term Loan Facility amortizes quarterly in accordance with its terms from June 30, 2019 through March 31, 2024 with a final maturity date on May 23, 2024. TAOG is required to make mandatory prepayments of the Tao Term Loan Facility from the net cash proceeds of certain sales of assets (including Tao Collateral) or casualty insurance and/or condemnation recoveries (in each case, subject to certain reinvestment, repair or replacement rights) and the incurrence of certain indebtedness, subject to certain exceptions. Principal Repayments Long-term debt maturities over the next five years for the outstanding balance under the MSG Networks Senior Secured Credit Facilities, National Properties Term Loan Facility and Tao Credit Facilities as of December 31, 2021 were: MSG Networks Senior Secured Credit Facilities National Properties Term Loan Facility Tao Credit Facilities Total Fiscal Year 2022 (remainder) $ 24,750 3,250 $ 3,750 $ 31,750 Fiscal Year 2023 66,000 6,500 10,000 82,500 Fiscal Year 2024 82,500 6,500 12,500 101,500 Fiscal Year 2025 849,750 6,500 — 856,250 Fiscal Year 2026 — 620,750 — 620,750 Thereafter — — — — $ 1,023,000 $ 643,500 $ 26,250 $ 1,692,750 The following table summarizes the outstanding balances under the MSG Networks Senior Secured Credit Facilities, National Properties Term Loan Facility and Tao Credit Facilities as well as the related deferred financing costs in the accompanying consolidated balance sheets as of December 31, 2021 and June 30, 2021: December 31, 2021 June 30, 2021 Principal Unamortized Deferred Financing Costs Net (a) Principal Unamortized Deferred Financing Costs Net (a) Current portion MSG Networks Senior Secured Credit Facilities $ 49,500 $ (1,244) $ 48,256 $ 49,500 $ (1,255) $ 48,245 National Properties Term Loan Facility 6,500 (6,783) (283) 6,500 (6,783) (283) Tao Term Loan Facility 8,750 (240) 8,510 6,250 (239) 6,011 Current portion of long-term debt, net of deferred financing costs $ 64,750 $ (8,267) $ 56,483 $ 62,250 $ (8,277) $ 53,973 December 31, 2021 June 30, 2021 Principal Unamortized Deferred Financing Costs Net (a) Principal Unamortized Deferred Financing Costs Net (a) Noncurrent portion MSG Networks Senior Secured Credit Facilities $ 973,500 $ (2,095) $ 971,405 $ 998,250 $ (2,715) $ 995,535 National Properties Term Loan Facility 637,000 (19,427) 617,573 640,250 (22,819) 617,431 Tao Term Loan Facility 17,500 (356) 17,144 22,500 (475) 22,025 Tao Revolving Credit Facility — — — 15,000 — 15,000 Long-term debt, net of deferred financing costs $ 1,628,000 $ (21,878) $ 1,606,122 $ 1,676,000 $ (26,009) $ 1,649,991 _________________ (a) In addition to the outstanding balance associated with the MSG Networks Senior Secured Credit Facilities, the Tao Term Loan Facility, the Tao Revolving Credit Facility and the National Properties Term Loan Facility disclosed above, the Company’s long-term debt, net of deferred financing costs in the accompanying consolidated balance sheets of $1,606,759 and $1,650,628 as of December 31, 2021 and June 30, 2021, respectively, also includes $637 related to a note with respect to a loan received by BCE from its noncontrolling interest holder that matures in April 2023. Unamortized deferred financing costs associated with MSGN Revolving Credit Facility and Tao Revolving Credit Facility are presented under the captions Other current assets and Other assets in the accompanying consolidated balance sheets. Supplemental cash flows information During the six months ended December 31, 2021 and 2020, interest payments and loan principal repayments made by the Company under the MSG Networks Senior Secured Credit Facilities, National Properties Term Loan Facility, and Tao Senior Credit Agreement for term loan and revolving credit facilities were as follows: Interest Payments (a) Loan Principal Repayments Six Months Ended Six Months Ended December 31, 2021 December 31, 2020 December 31, 2021 December 31, 2020 MSG Networks Senior Secured Credit Facilities $ 8,886 $ 9,584 $ 24,750 $ 13,750 National Properties Term Loan Facility 23,141 — 3,250 — Tao Credit Facilities 415 554 17,500 2,500 $ 32,442 $ 10,138 $ 45,500 $ 16,250 _________________ |
Pension Plans and Other Postret
Pension Plans and Other Postretirement Benefit Plan | 6 Months Ended |
Dec. 31, 2021 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |
Pension Plans and Other Postretirement Benefit Plan | Pension Plans and Other Postretirement Benefit Plan See Note 14 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Form 10-K for more information regarding the Company’s defined benefit pension plans (“MSGE Pension Plans”), postretirement benefit plan (“MSGE Postretirement Plan”), The Madison Square Garden 401(k) Savings Plan and the MSG Sports & Entertainment, LLC Excess Savings Plan (collectively, the “Savings Plans”), and The Madison Square Garden 401(k) Union Plan (the “Union Savings Plan”). Through the Merger, the Company also sponsors (i) a non-contributory, qualified defined benefit pension plan covering certain of its union employees, (ii) an unfunded non-contributory, non-qualified frozen excess cash balance plan covering certain employees who participated in an underlying qualified plan, and (iii) an unfunded noncontributory, non-qualified frozen defined benefit pension plan for the benefit of certain employees who participated in an underlying qualified plan (collectively the “MSGN Pension Plans”, and together with MSGE Pension Plans, the “Pension Plans”). MSG Networks also sponsors a contributory welfare plan which provides certain postretirement healthcare benefits to certain employees hired prior to January 1, 2001 (the “MSGN Postretirement Plan”, and together with MSGE Postretirement Plan, the “Postretirement Plans”). Defined Benefit Pension Plans and Postretirement Benefit Plan The following tables present components of net periodic benefit cost for the Pension Plans and Postretirement Plans included in the accompanying consolidated statements of operations for the three and six months ended December 31, 2021 and 2020. Service cost is recognized in direct operating expenses and selling, general and administrative expenses. All other components of net periodic benefit cost are reported in miscellaneous expense, net. Pension Plans Postretirement Plan Three Months Ended Three Months Ended December 31, December 31, 2021 2020 2021 2020 Service cost $ 118 $ 123 $ 16 $ 22 Interest cost 1,190 1,101 20 19 Expected return on plan assets (1,719) (1,509) — — Recognized actuarial loss 501 396 9 20 Net periodic benefit cost $ 90 $ 111 $ 45 $ 61 Pension Plans Postretirement Plans Six Months Ended Six Months Ended December 31, December 31, 2021 2020 2021 2020 Service cost $ 236 $ 244 $ 32 $ 44 Interest cost 2,380 2,203 40 38 Expected return on plan assets (3,438) (3,018) — — Recognized actuarial loss 1,002 854 18 40 Net periodic (benefit) cost $ 180 $ 283 $ 90 $ 122 Defined Contribution Pension Plans For the three and six months ended December 31, 2021 and 2020, expenses related to the Savings Plans and Union Savings Plan included in the accompanying consolidated statements of operations are as follows: Savings Plans Union Savings Plan Three Months Ended Six Months Ended Three Months Ended Six Months Ended December 31, December 31, December 31, December 31, 2021 2020 2021 2020 2021 2020 2021 2020 $ 2,475 $ 1,672 $ 4,494 $ 3,077 $ 7 $ 10 $ 21 $ 19 |
Share-based Compensation
Share-based Compensation | 6 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation | Share-based Compensation See Note 15 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Form 10-K for more information regarding MSG Sports equity award programs (the “MSG Sports Stock Plans”) and MSG Entertainment equity award programs. Prior to the Merger, share-based compensation awards were also granted under the MSG Networks Inc. 2010 Employee Stock Plan, as amended, and the MSG Networks Inc. 2010 Stock Plan for Non-Employee Directors (collectively, “MSGN Equity Incentive Plans”). Upon exercise of stock options or vesting of time-based restricted stock units and performance condition based restricted stock units, collectively referred to as “RSUs,” under MSGN Equity Incentive Plans, shares were either issued from MSG Networks Inc.’s unissued reserved stock or from treasury stock. At the Effective Time, each RSU for MSG Networks Inc.’s common stock was converted into 0.172 RSUs for the Company’s Class A Common Stock and each outstanding stock option for MSG Networks Inc.’s common stock was converted into 0.172 options for Class A Common Stock. The exercise price of stock options was adjusted by dividing the exercise price of the MSG Networks Inc.’s stock options by 0.172 (rounded up to the nearest whole cent). All outstanding performance-based vesting RSU or stock option awards for which the performance period had not been completed were converted into time-based (nonperformance based) vesting RSUs or stock option awards, respectively, based on the 100% target number of shares included in the terms of the original award (“Performance Award Conversion”). Share-based compensation expense was $24,171 and $43,699 for the three and six months ended December 31, 2021, respectively, and $29,828 and $45,984 for the three and six months ended December 31, 2020, respectively. In addition, capitalized share-based compensation expense was $1,763 and $2,784 for the six months ended December 31, 2021 and 2020, respectively. RSUs and stock options information is presented herein as if the Company and MSG Networks Inc. had been combined for all periods presented, unless otherwise noted. Restricted Stock Units Award Activity The following table summarizes activity related to holders (including (i) Company employees and (ii) MSG Sports employees that received share-based awards prior to the Entertainment Distribution) of the Company’s RSUs for the six months ended December 31, 2021: Number of Weighted-Average Nonperformance Performance Unvested award balance, June 30, 2021 683 701 $ 76.15 Granted 445 422 $ 79.07 Performance Award Conversion 223 (223) $ 82.63 Vested (332) (77) $ 87.42 Forfeited (9) (12) $ 74.87 Unvested award balance, December 31, 2021 1,010 811 $ 75.02 The fair value of RSUs that vested during the six months ended December 31, 2021 was $32,734. Upon delivery, RSUs granted under the Employee Stock Plan were net share-settled to cover the required statutory tax withholding obligations. To fulfill the employees’ required statutory tax withholding obligations for the applicable income and other employment taxes, 195 of these RSUs, with an aggregate value of $15,652, were retained by the Company during the six months ended December 31, 2021, of which 6 of these RSUs, with an aggregate value of $477, related to MSG Sports employees. Stock Options Award Activity Compensation expense for the Company’s existing stock options is determined based on the grant date fair value of the award calculated using the Black-Scholes options-pricing model. Stock options generally vest over a three year service period and expire 7.5 to 10 years from the date of grant. The following table summarizes activity related to the Company’s stock options held by employees for the six months ended December 31, 2021: Number of Number of Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value Balance as of June 30, 2021 409 315 $ 103.88 Performance Award Conversion 315 (315) $ 109.76 Balance as of December 31, 2021 724 — $ 103.88 3.96 $ 561 Exercisable as of December 31, 2021 597 — $ 108.29 3.70 $ 561 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following table details the components of accumulated other comprehensive loss: Three Months Ended December 31, 2021 Pension Plans and Cumulative Translation Adjustments Accumulated Balance as of September 30, 2021 $ (45,009) $ 9,949 $ (35,060) Other comprehensive income before reclassifications — 2,486 2,486 Amounts reclassified from accumulated other comprehensive loss (a) 510 — 510 Income tax expense (97) (471) (568) Other comprehensive income 413 2,015 2,428 Balance as of December 31, 2021 $ (44,596) $ 11,964 $ (32,632) Three Months Ended December 31, 2020 Pension Plans and Cumulative Translation Adjustments Accumulated Balance as of September 30, 2020 $ (38,452) $ 1,157 $ (37,295) Other comprehensive income before reclassifications — 11,883 11,883 Amounts reclassified from accumulated other comprehensive loss (a) 416 — 416 Income tax expense (1,562) (2,171) (3,733) Other comprehensive income (loss) (1,146) 9,712 8,566 Balance as of December 31, 2020 $ (39,598) $ 10,869 $ (28,729) Six Months Ended December 31, 2021 Pension Plans and Cumulative Translation Adjustments Accumulated Balance as of June 30, 2021 $ (45,425) $ 15,153 $ (30,272) Other comprehensive loss before reclassifications — (3,932) (3,932) Amounts reclassified from accumulated other comprehensive loss (a) 1,020 — 1,020 Income tax benefit (expense) (191) 743 552 Other comprehensive income (loss) 829 (3,189) (2,360) Balance as of December 31, 2021 $ (44,596) $ 11,964 $ (32,632) Six Months Ended December 31, 2020 Pension Plans and Cumulative Translation Adjustments Accumulated Balance as of June 30, 2020 $ (38,767) $ (10,225) $ (48,992) Other comprehensive income before reclassifications — 25,834 25,834 Amounts reclassified from accumulated other comprehensive loss (a) 894 — 894 Income tax expense (1,725) (4,740) (6,465) Other comprehensive income (loss) (831) 21,094 20,263 Balance as of December 31, 2020 $ (39,598) $ 10,869 $ (28,729) _____________ (a) Amounts reclassified from accumulated other comprehensive loss represent the amortization of net actuarial loss and net unrecognized prior service credit included in net periodic benefit cost, which is reflected under Miscellaneous income (expense), net in the accompanying consolidated statements of operations. |
Income Taxes
Income Taxes | 6 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the periods prior to the Entertainment Distribution, the Company filed consolidated income tax returns with MSG Sports. The income tax provision included in these periods has been calculated using the separate return basis, as if the Company filed a separate tax return. In addition, although the Company and MSG Networks did not file consolidated returns for periods prior to the Merger, income tax expense or benefit and deferred tax assets and liabilities have been presented on a combined basis for all historical periods, as described in Note 1. Income tax expense for the three months ended December 31, 2021 of $4,063 differs from income tax expense derived from applying the statutory federal rate of 21% to the pretax income primarily due to (i) tax expense of $2,910 related to nondeductible officers’ compensation and, (ii) state income tax expense of $3,107 primarily offset by (x) tax benefit of $1,378 resulting from a decrease in the valuation allowance, (y) tax benefit of $1,015 resulting from federal tax credits and (z) tax benefit of $577 related to noncontrolling interests. Income tax benefit for the six months ended December 31, 2021 of $14,847 differs from income tax benefit derived from applying the statutory federal rate of 21% to the pretax loss primarily due to (i) tax expense of $9,048 to write off the deferred tax for certain transaction costs associated with the Merger, (ii) tax expense of $5,769 related to nondeductible officers’ compensation, partially offset by (w) state income tax benefit of $5,067, (x) tax benefit of $2,460 resulting from a decrease in the valuation allowance, (y) tax benefit of $1,987 resulting from a change in the estimated applicable tax rate used to measure deferred taxes and (z) tax benefit of $1,118 related to noncontrolling interests. Income tax benefit for the three months ended December 31, 2020 of $298 differs from income tax benefits derived from applying the statutory federal rate of 21% to the pretax loss primarily due to (i) tax expense of $11,021 resulting from an increase in the valuation allowance, (ii) tax expense of $4,056 related to nondeductible officers’ compensation and (iii) tax expense of $891 relating to noncontrolling interests, partially offset by state income tax benefit of $3,531. Income tax expense for the six months ended December 31, 2020 of $9,159 differs from income tax benefits derived from applying the statutory federal rate of 21% to the pretax loss primarily due to (i) tax expense of $18,561 resulting from an increase in the valuation allowance, (ii) tax expense of $6,921 resulting from a change in the estimated applicable tax rate used to measure deferred taxes, (iii) tax expense of $5,512 related to nondeductible officers’ compensation, and (iv) tax expense of $1,840 related to noncontrolling interests, partially offset by state income tax benefit of $5,267. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax asset will not be realized. As of December 31, 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 December 31, 2021. The Company will continue to assess the realizability of its deferred tax assets on a quarterly basis. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions As of December 31, 2021, members of the Dolan family including trusts for members of the Dolan family (collectively, the “Dolan Family Group”), for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, collectively beneficially owned 100% of the Company’s outstanding Class B Common Stock and approximately 5.0% of the Company’s outstanding Class A Common Stock (inclusive of options exercisable within 60 days of the date hereof). Such shares of the Company’s Class A Common Stock and Class B Common Stock, collectively, represent approximately 72.6% of the aggregate voting power of the Company’s outstanding common stock. Members of the Dolan family are also the controlling stockholders of MSG Sports and AMC Networks Inc. (“AMC Networks”). Current Related Party Arrangements The Company is party to the following agreements and/or arrangements with MSG Sports: • Media rights agreements with MSG Sports pursuant to which the Company has the exclusive media rights to Knicks and Rangers games in their local markets. • Sponsorship sales and service representation agreements pursuant to which the Company has the exclusive right and obligation to sell MSG Sports’ sponsorships for an initial stated term of ten years for a commission; • A team sponsorship allocation agreement, pursuant to which MSG Sports continues receiving an allocation of sponsorship and signage revenues associated with the sponsorship agreements that existed at the Entertainment Distribution Date; • Arena License Agreements pursuant to which the Company (i) provides MSG Sports the right to use The Garden for games of the Knicks and Rangers for a 35-year term in exchange for venue license fees, (ii) shares revenues collected for suite licenses, (iii) operates and manages the sale of the sports teams merchandise at The Garden for a commission, (iv) operates and manages the sale of food and beverage sales and catering services during the Knicks and Rangers games for a portion of net profits (as defined under the Arena License Agreements), (v) provides day of game services that were historically provided prior to the Entertainment Distribution, and (vi) provides other general services within The Garden; • Transition Services Agreement (the “TSA”) pursuant to which the Company provides certain corporate and other transition services to MSG Sports, such as information technology, accounting, accounts payable, payroll, tax, certain legal functions, human resources, insurance and risk management, government affairs, investor relations, corporate communications, benefit plan administration and reporting, and internal audit functions as well as certain marketing functions, in exchange for service fees. MSG Sports also provides certain transition services to the Company, in exchange for service fees; • Sublease agreement, pursuant to which the Company subleases office space to MSG Sports; • Group ticket sales representation agreement, pursuant to which the Company appointed MSG Sports as its sales and service representative to sell group ticket packages related to Company events in exchange for a commission; • Single night rental commission agreement, pursuant to which MSG Sports may, from time to time, sell (or make referrals for sales of) licenses for the use of suites at The Garden for individual Company events in exchange for a commission; • Aircraft time sharing agreements (discussed below); and • Other agreements with MSG Sports entered into in connection with the Entertainment Distribution such as a distribution agreement, a tax disaffiliation agreement, an employee matters agreement, a trademark license agreement and certain other arrangements. Further, the Company shares certain executive support costs, including office space, executive assistants, security and transportation costs, for (i) the Company’s Executive Chairman and Chief Executive Officer and the Company’s President with MSG Sports and (ii) the Company’s Vice Chairman with MSG Sports and AMC Networks. The Company is a party to various aircraft arrangements. Pursuant to certain Aircraft Support Services Agreements (the “Support Agreements”), the Company provides certain aircraft support services to entities controlled by (i) James L. Dolan, the Company’s Executive Chairman, Chief Executive Officer and a director, (ii) Charles F. Dolan, a director, and certain of his children, who are siblings of James L. Dolan, specifically: Thomas C. Dolan (a director of the Company), Deborah Dolan-Sweeney, Patrick F. Dolan, Marianne Dolan Weber (a director of the Company), and Kathleen M. Dolan, and (iii) Patrick F. Dolan, the son of Charles F. Dolan and brother of James L. Dolan. The Aircraft Support Services Agreement with the entity controlled by James L. Dolan is no longer effective as of December 21, 2021. 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 certain Company aircraft. The reciprocal dry lease agreement between the Company and Q2C is no longer effective as of December 21, 2021. The Company is also party to a dry lease agreement and a time sharing agreement with Brighid Air, LLC (“Brighid Air”), a company owned and controlled by Patrick F. Dolan, the son of Charles F. Dolan and the brother of James L. Dolan, pursuant to which Brighid Air has agreed from time to time to make its Bombardier BD100-1A10 Challenger 350 aircraft (the “Challenger”) available to the Company on a non-exclusive basis. In connection with the dry lease agreement, the Company also entered into a Flight Crew Services Agreement (the “Flight Crew Agreement”) with Dolan Family Office, LLC (“DFO”), an entity owned and controlled by Charles F. Dolan, pursuant to which the Company may utilize pilots employed by DFO for purposes of flying the Challenger when the Company is leasing that aircraft under the Company’s dry lease agreement with Brighid Air. The Company and each of MSG Sports and AMC Networks are party to certain aircraft time sharing agreements, pursuant to which the Company has agreed from time to time to make aircraft available to MSG Sports and/or AMC Networks for lease on a “time sharing” basis. Additionally, the Company, MSG Sports and AMC Networks have agreed on an allocation of the costs of certain aircraft and helicopter use by their shared executives. In addition to the aircraft arrangements described above, certain executives of the Company are party to aircraft time sharing agreements, pursuant to which the Company has agreed from time to time to make certain aircraft available for lease on a “time sharing” basis for personal use in exchange for payment of actual expenses of the flight (as listed in the agreement). From time to time the Company enters into arrangements with 605, LLC. James L. Dolan, the Company’s Executive Chairman, Chief Executive Officer and a director, and his spouse, Kristin A. Dolan (a director of the Company), own 50% of 605, LLC. Kristin A. Dolan is also the founder and Chief Executive Officer of 605, LLC. 605, LLC provides audience measurement and data analytics services to the Company and its subsidiaries in the ordinary course of business. As of December 31, 2021 and June 30, 2021, BCE had $637 of notes payable with respect to a loan received by BCE from its noncontrolling interest holder. See Note 13 for further information. The Company has also entered into certain commercial agreements with its equity method investment nonconsolidated affiliates in connection with MSG Sphere. For the six months ended December 31, 2021 and 2020, the Company recorded $36,741 and $20,742, respectively, of capital expenditures in connection with services provided to the Company under these agreements. As of December 31, 2021 and June 30, 2021, accrued capital expenditures associated with related parties were $20,606 and $6,921, respectively, and are reported under other accrued liabilities in the accompanying consolidated balance sheets. Revenues and Operating Expenses (Credits) The following table summarizes the composition and amounts of the transactions with the Company’s affiliates. These amounts are reflected in revenues and operating expenses in the accompanying consolidated statements of operations for the three and six months ended December 31, 2021 and 2020: Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Revenues $ 30,702 $ 4,638 $ 34,889 $ 7,461 Operating expenses (credits): Direct operating — media rights fees $ 40,813 $ 34,422 $ 81,258 $ 73,963 Direct operating — revenue sharing expenses $ 1,131 $ 15 1,985 96 Direct operating — reimbursement under Arena License Arrangement (6,125) (351) (6,465) (1,241) General and administrative with MSG Sports — net of TSA credits (10,513) (10,273) (19,729) (20,453) Direct operating — origination, master control and technical services 1,208 1,184 2,416 2,368 Other operating expenses, net 987 (218) 3,109 (85) Revenues In connection with the Entertainment Distribution, the Company entered into Arena License Agreements with MSG Sports that, among other things, require the Knicks and the Rangers to play their home games at The Garden in exchange for fixed annual license fees scheduled to be paid monthly over the term of the agreements. The Company accounts for these license fees as operating lease revenue given that the Company provides MSG Sports with the right to direct the use of and obtain substantially all of the economic benefit from The Garden during Knicks and Rangers home games, as further detailed in Note 9, operating lease revenue is recognized on a straight-line basis over the lease term, adjusted pursuant to the terms of the Arena License Agreements. In the case of the Arena License Agreements, the lease terms relate to non-consecutive periods of use when MSG Sports uses The Garden for their professional sports teams’ home games, and operating lease revenue is therefore recognized ratably as events occur. The Arena License Agreements provide that license fees are not required to be paid by MSG Sports during periods when The Garden is unavailable for use due to a force majeure event. As a result of government-mandated suspension of events at The Garden beginning in March 2020 through the first half of Fiscal Year 2021 due to the impact of the COVID-19 pandemic, The Garden was either not available for use by MSG Sports or available for Knicks home games without fans in attendance. The Knicks’2020-2021 pre/regular season began in December 2020 and the Company recorded $1,585 of operating lease revenue for this arrangement for the three and six months en ded December 31, 2020. T he Rangers resumed playing home games at The Garden in January 2021. The Company recorded $27,854 and $29,182 of revenues under the Arena License Agreements for the three and six months ended December 31, 2021, respectively. In addition to the Arena License Agreements discussed above, the Company’s revenues from related parties primarily reflected sponsorship sales and service representation agreements with MSG Sports of $4,831 and $7,179 during the three and six months ended December 31, 2021, respectively and $2,441 and $4,646 during the three and six months ended December 31, 2020, respectively. The Company also earned sublease revenue from related parties of $611 and $1,222 during the three and six months ended December 31, 2021, respectively and $611 and $1,223 during the three and six months ended December 31, 2020, respectively. These related party revenues were partially offset by approximately $3,002 and $3,126 of merchandise revenue sharing with MSG Sports during the three and six months ended December 31, 2021, respectively. Media Rights Fees MSG Networks’ media rights agreements with MSG Sports, effective as of July 1, 2015, provide the MSG Networks segment with the exclusive media rights to Knicks and Rangers games in their local markets. Revenue Sharing Expenses In connection with the Entertainment Distribution, revenue sharing expenses include MSG Sports’ share of the Company’s suite license arrangements and certain venue signage agreements entered into by the Company, as well as profit sharing expenses related to in-venue food and beverage sales in connection with the Arena License Agreements. General and Administrative with MSG Sports — Net of TSA Credits The Company’s corporate overhead expenses that are charged to MSG Sports are primarily related to centralized functions, including information technology, accounting, accounts payable, payroll, tax, legal, human resources, insurance and risk management, investor relations, corporate communications, benefit plan administration and reporting, and internal audit. General and administrative operating expenses with MSG Sports, net of TSA credits included in the table above primarily reflect charges from the Company to MSG Sports pursuant to the TSA of $10,513 and $19,729 for the three and six months ended December 31, 2021, respectively, and $10,273 and $20,452 for the three and six months ended December 31, 2020, respectively. Direct Operating — Origination, Master Control and Technical Services AMC Networks provides certain origination, master control, and technical services to the MSG Networks segment. Other Operating Expenses, net |
Segment Reporting
Segment Reporting | 6 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure | Segment Information The Company is comprised of three reportable segments: Entertainment, MSG Networks and Tao Group Hospitality. In determining its reportable segments, the Company assessed the guidance of ASC 280-10-50-1, which provides the definition of a reportable segment. In accordance with the FASB’s guidance, the Company takes into account whether two or more operating segments can be aggregated together as one reportable segment as well as the type of discrete financial information that is available and regularly reviewed by its Chief Operating Decision Maker (“CODM”). The Company has evaluated this guidance and determined that there are three reportable segments. In addition, the Company incurs non-capitalizable content development and technology costs associated with the Company’s MSG Sphere initiative, which are reported in “Entertainment.” In addition to event-related operating expenses, Entertainment also includes other expenses such as (a) corporate and supporting department operating costs that are attributable to MSG Sphere development and (b) non-event related operating expenses for the Company’s venues such as (i) rent for the Company’s leased venues, (ii) real estate taxes, (iii) insurance, (iv) utilities, (v) repairs and maintenance, (vi) labor related to the overall management of the venues, and (vii) depreciation and amortization expense related to the Company’s performance venues and certain corporate property, equipment and leasehold improvements. Additionally, the Company does not allocate any purchase accounting adjustments related to business acquisitions to the reporting segments. The Company evaluates segment performance based on several factors, of which the key financial measure is operating income (loss) before (i) adjustments to remove the impact of non-cash straight-line leasing revenue associated with the Arena License Agreements with MSG Sports, (ii) depreciation, amortization and impairments of property and equipment, goodwill and intangible assets, (iii) amortization for capitalized cloud computing arrangement costs, (iv) share-based compensation expense or benefit, (v) restructuring charges or credits, (vi) merger and acquisition-related costs, including litigation expenses, (vii) gains or losses on sales or dispositions of businesses and associated settlements, and (viii) the impact of purchase accounting adjustments related to business acquisitions, which is referred to as adjusted operating income (loss), a non-GAAP measure. Because it is based upon operating income (loss), adjusted operating income (loss) also excludes interest expense (including cash interest expense) and other non-operating income and expense items. Management believes that the exclusion of share-based compensation expense or benefit allows investors to better track the performance of the various operating units of the Company’s business without regard to the settlement of an obligation that is not expected to be made in cash. In addition, the Company believes that given the length of the Arena License Agreements and resulting magnitude of the difference in leasing revenue recognized and cash revenue received, the exclusion of non-cash leasing revenue provides investors with a clearer picture of the Company's operating performance. We eliminate merger and acquisition-related costs because the Company does not consider such costs to be indicative of the ongoing operating performance of the Company as they result from an event that is of a non-recurring nature, thereby enhancing comparability. The Company believes adjusted operating income (loss) is an appropriate measure for evaluating the operating performance of its business segments and the Company on a consolidated basis. Adjusted operating income (loss) and similar measures with similar titles are common performance measures used by investors and analysts to analyze the Company’s performance. The Company uses revenues and adjusted operating income (loss) measures as the most important indicators of its business performance, and evaluates management’s effectiveness with specific reference to these indicators. Adjusted operating income (loss) should be viewed as a supplement to and not a substitute for operating income (loss), net income (loss), cash flows from operating activities, and other measures of performance and/or liquidity presented in accordance with GAAP. Since adjusted operating income (loss) is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other companies. The Company has presented the components that reconcile operating income (loss), the most directly comparable GAAP financial measure, to adjusted operating income (loss). Information as to the operations of the Company’s reportable segments is set forth below. Three Months Ended December 31, 2021 Entertainment MSG Networks Tao Group Hospitality Purchase Inter-segment eliminations Total Revenues $ 247,610 $ 159,981 $ 117,086 $ — $ (8,238) $ 516,439 Direct operating expenses 147,343 85,924 60,880 3,038 (927) 296,258 Selling, general and administrative expenses 91,516 37,192 40,685 — (7,116) 162,277 Depreciation and amortization 19,024 1,756 6,243 3,510 — 30,533 Impairment and other (gains) loss, net — — (7,443) (536) — (7,979) Operating income (loss) $ (10,273) $ 35,109 $ 16,721 $ (6,012) $ (195) $ 35,350 Loss in equity method investments (1,774) Interest income 773 Interest expense (8,167) Miscellaneous expense, net (a) (17,100) Income from operations before income taxes $ 9,082 Reconciliation of operating loss to adjusted operating income (loss): Operating income (loss) $ (10,273) $ 35,109 $ 16,721 $ (6,012) $ (195) $ 35,350 Add back: Non-cash portion of arena license fees from MSG Sports (11,346) — — — — (11,346) Share-based compensation 16,155 6,058 1,958 — — 24,171 Depreciation and amortization 19,024 1,756 6,243 3,510 — 30,533 Amortization for capitalized cloud computing costs (34) 44 — — — 10 Merger and acquisition related costs 1,456 875 — — — 2,331 Impairment and other (gains) loss, net — — (7,443) (536) — (7,979) Other purchase accounting adjustments — — — 3,038 — 3,038 Adjusted operating income (loss) $ 14,982 $ 43,842 $ 17,479 $ — $ (195) $ 76,108 Other information: Capital expenditures $ 166,218 $ 600 $ 8,987 $ — $ — $ 175,805 Three Months Ended December 31, 2020 Entertainment MSG Networks Tao Group Hospitality Purchase Inter-segment eliminations Total Revenues $ 12,669 $ 146,239 $ 10,491 $ — $ (647) $ 168,752 Direct operating expenses 23,409 57,033 10,980 924 151 92,497 Selling, general and administrative expenses 65,730 21,692 9,131 — (535) 96,018 Depreciation and amortization 19,246 1,802 1,563 3,066 — 25,677 Restructuring charges 1,372 — — — — 1,372 Operating income (loss) $ (97,088) $ 65,712 $ (11,183) $ (3,990) $ (263) $ (46,812) Loss in equity method investments (1,568) Interest income 837 Interest expense (5,262) Miscellaneous expense, net (a) (7,568) Loss from operations before income taxes $ (60,373) Reconciliation of operating loss to adjusted operating income (loss): Operating income (loss) $ (97,088) $ 65,712 $ (11,183) $ (3,990) $ (263) $ (46,812) Add back: Non-cash portion of arena license fees from MSG Sports (1,176) — — — — (1,176) Share-based compensation 22,374 6,266 1,188 — — 29,828 Depreciation and amortization 19,246 1,802 1,563 3,066 — 25,677 Restructuring charges 1,372 — — — — 1,372 Other purchase accounting adjustments — — — 924 — 924 Adjusted operating income (loss) $ (55,272) $ 73,780 $ (8,432) $ — $ (263) $ 9,813 Other information: Capital expenditures $ 106,945 $ 792 $ 293 $ — $ — $ 108,030 Six Months Ended December 31, 2021 Entertainment MSG Networks Tao Group Hospitality Purchase Inter-segment eliminations Total Revenues $ 281,849 $ 301,454 $ 236,550 $ — $ (8,904) $ 810,949 Direct operating expenses 183,645 154,347 121,973 3,123 (1,069) 462,019 Selling, general and administrative expenses 184,478 85,167 74,779 — (7,308) 337,116 Depreciation and amortization 38,680 3,553 12,621 5,109 — 59,963 Impairment and other (gains) loss, net — — 375 (536) — (161) Operating income (loss) $ (124,954) $ 58,387 $ 26,802 $ (7,696) $ (527) $ (47,988) Loss in equity method investments (2,981) Interest income 1,548 Interest expense (17,415) Miscellaneous expense, net (a) (19,647) Loss from operations before income taxes $ (86,483) Reconciliation of operating loss to adjusted operating income (loss): Operating income (loss) $ (124,954) $ 58,387 $ 26,802 $ (7,696) $ (527) $ (47,988) Add back: Non-cash portion of arena license fees from MSG Sports (11,889) — — — — (11,889) Share-based compensation 26,298 13,532 3,869 — — 43,699 Depreciation and amortization 38,680 3,553 12,621 5,109 — 59,963 Amortization for capitalized cloud computing costs 7 88 — — — 95 Merger and acquisition related costs 15,448 24,075 — — — 39,523 Impairment and other (gains) loss, net — — 375 (536) — (161) Restructuring charges — — — — — — Other purchase accounting adjustments — — — 3,123 — 3,123 Adjusted operating income (loss) $ (56,410) $ 99,635 $ 43,667 $ — $ (527) $ 86,365 Other information: Capital expenditures $ 299,756 $ 2,049 $ 11,271 $ — $ — $ 313,076 Six Months Ended December 31, 2020 Entertainment MSG Networks Tao Group Hospitality Purchase Inter-segment eliminations Total Revenues $ 20,224 $ 303,602 $ 17,712 $ — $ (2,240) $ 339,298 Direct operating expenses 47,024 122,105 20,808 1,848 (57) 191,728 Selling, general and administrative expenses 118,380 44,219 16,734 — (1,658) 177,675 Depreciation and amortization 41,260 3,630 2,609 6,588 — 54,087 Restructuring charges 21,299 — — — — 21,299 Operating income (loss) $ (207,739) $ 133,648 $ (22,439) $ (8,436) $ (525) $ (105,491) Loss in equity method investments (3,264) Interest income 1,609 Interest expense (10,535) Miscellaneous income, net (a) 26,449 Loss from operations before income taxes $ (91,232) Reconciliation of operating loss to adjusted operating income (loss): Operating income (loss) $ (207,739) $ 133,648 $ (22,439) $ (8,436) $ (525) $ (105,491) Add back: Non-cash portion of arena license fees from MSG Sports (1,176) — — — — (1,176) Share-based compensation 32,807 10,893 2,284 — — 45,984 Depreciation and amortization 41,260 3,630 2,609 6,588 — 54,087 Impairment and other (gains) loss, net — — — — — — Restructuring charges 21,299 — — — — 21,299 Other purchase accounting adjustments — — — 1,848 — 1,848 Adjusted operating income (loss) $ (113,549) $ 148,171 $ (17,546) $ — $ (525) $ 16,551 Other information: Capital expenditures $ 218,344 $ 2,533 $ 952 $ — $ — $ 221,829 _________________ (a) Miscellaneous income (expense), net includes the following: Three Months Ended Six Months Ended December 31, December 31, 2021 2020 2021 2020 Unrealized gain (loss) on equity investments with readily determinable fair value, see Note 7 for further details. $ (17,155) $ (7,227) $ (19,615) $ 26,431 Non-service cost components of net periodic pension and postretirement benefit costs (8) (28) (16) (119) Others, net 63 (313) (16) 137 Total $ (17,100) $ (7,568) $ (19,647) $ 26,449 Concentration of Risk Substantially all revenues and assets of the Company’s reportable segments are attributed to or located in the United States. A majority of the Company’s revenue and assets are concentrated in the New York City metropolitan area. Accounts receivable, net on the accompanying consolidated balance sheets as of December 31, 2021 and June 30, 2021 include amounts due from the following individual customers, all derived from the MSG Networks segment, which accounted for the noted percentages of the gross balance: December 31, 2021 June 30, 2021 Customer A (a) 15 % 1 % Customer B 14 % 15 % Customer C 13 % 17 % Customer D 10 % 16 % _________________ (a) A receivable from Customer A as of December 31,2021 is primarily due to timing of cash receipts. Revenues in the accompanying consolidated statements of operations for the three and six months ended December 31, 2021 and 2020 include amounts from the following individual customers, which accounted for the noted percentages of the total: Three Months Ended Six Months Ended December 31, 2021 December 31, 2020 December 31, 2021 December 31, 2020 Customer 1 9 % 24 % 11 % 25 % Customer 2 8 % 24 % 10 % 24 % The accompanying consolidated balance sheets as of December 31, 2021 and June 30, 2021 include the following approximate amounts that are recorded in connection with the Company’s license agreement with the New Jersey Devils: December 31, 2021 June 30, 2021 Prepaid expenses $ 3,200 $ 1,400 Other current assets 3,000 3,700 Other assets 30,100 31,100 $ 36,300 $ 36,200 |
Accounting Policies (Policies)
Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements of the Company include the accounts of Madison Square Garden Entertainment Corp. and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. In addition, the consolidated financial statements of the Company include the accounts from Tao Group Hospitality and BCE, in which the Company has controlling voting interests. The Company’s consolidation criteria are based on authoritative accounting guidance for voting interest or variable interest entities. Tao Group Hospitality and BCE are consolidated with the equity owned by other stockholders shown as redeemable or nonredeemable noncontrolling interests in the accompanying consolidated balance sheets, and the other stockholders’ portion of net income (loss) and other comprehensive income (loss) shown as net income (loss) or comprehensive income (loss) attributable to redeemable or nonredeemable noncontrolling interests in the accompanying consolidated statements of operations and consolidated statements of comprehensive income (loss), respectively. |
Use of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amount of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the provision for credit losses, valuation of investments, goodwill, intangible assets, other long-lived assets, pension and other postretirement benefit obligations and the related net periodic benefit cost, tax accruals and other liabilities. In addition, estimates are used in revenue recognition, rights fees, income tax, performance and share-based compensation, depreciation and amortization, litigation matters and other matters, as well as in the valuation of contingent consideration and noncontrolling interests resulting from business combination transactions. Management believes its use of estimates in the financial statements to be reasonable. Management evaluates its estimates on an ongoing basis using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time and, as such, these estimates may ultimately differ from actual results. Changes in estimates resulting from weakness in the economic environment or other factors beyond the Company’s control could be material and would be reflected in the Company’s financial statements in future periods. Summary of Significant Accounting Policies The following is an update to the Company's Summary of Significant Accounting Policies, disclosed in its Form 10-K. The update primarily reflects specific policies for the MSG Networks segment in connection with the Merger. Revenue Recognition — Media Affiliation Fee and Advertising Revenues The MSG Networks segment generates revenues principally from affiliation fees charged to cable, satellite, telephone and other platforms (“Distributors”) for the right to carry its networks, as well as from the sale of advertising, largely derived from the sale of inventory in its live professional sports programming. Due to the COVID-19 pandemic, the NBA and NHL 2020-21 regular seasons were delayed and primarily occurred during the third and fourth quarters of Fiscal Year 2021 and will affect the comparability in the second, third and the fourth fiscal quarters of Fiscal Year 2022. Affiliation fee revenue is earned from Distributors for the right to carry the segment’s networks under contracts, commonly referred to as “affiliation agreements.” The performance obligation under its affiliation agreements is satisfied as MSG Networks provides its programming over the term of the affiliation agreement. Affiliation fee is the predominant revenue stream of the MSG Networks segment. Substantially all of the MSG Networks’ affiliation agreements are sales-based and usage-based royalty arrangements, the revenue for which is recognized as the sale or usage occurs. The transaction price is represented by affiliation fees that are generally based upon contractual rates applied to the number of the Distributor’s subscribers who receive or can receive the MSG Networks programming. Such subscriber information is generally not received until after the close of the reporting period, and in these cases, the Company estimates the number of subscribers. Historical adjustments to recorded estimates have not been material. In addition to affiliation fee revenue, the MSG Networks segment also earns advertising revenue primarily through the sale of commercial time and other advertising inventory during its live professional sports programming. In general, these advertising arrangements either do not exceed one year or are primarily multi-year media banks, the elements of which are agreed upon each year. Advertising revenue is recognized as advertising is aired. In certain advertising arrangements, the Company guarantees specified viewer ratings for its programming. In such cases, the promise to deliver the guaranteed viewer ratings by airing the advertising represents MSG Networks’ performance obligation. A contract liability is recognized as deferred revenue to the extent any guaranteed viewer ratings are not met and the customer is expected to exercise a contractual right for additional advertising time. The related revenue is subsequently recognized as revenue either when MSG Networks provides the required additional advertising time, or additional performance requirements become remote, which may be at the time the guarantee obligation contractually expires. Direct Operating Expenses Direct operating expenses from the MSG Networks segment primarily represent media rights fees and other direct programming and production costs, such as the salaries of on-air personalities, producers, directors, technicians, writers and other creative staff, as well as expenses associated with location costs, remote facilities and maintaining studios, origination, and transmission services and facilities. The professional team media rights acquired under media rights agreements to telecast various sporting events and other programming for exhibition on the segment’s networks are typically expensed on a straight-line basis over the applicable annual contract or license period. Advertising Expenses Advertising costs are typically charged to expense when incurred. The MSG Networks segment enters into nonmonetary transactions, primarily with its Distributors (see discussion below), that involve the exchange of advertising and promotional benefits, for the segment’s services. Total advertising costs, which includes the aforementioned nonmonetary transactions and are classified in selling, general and administrative expenses, were $11,102 and $16,229 for the three and six months ended December 31, 2021, respectively, and $3,667 and $8,469 for the three and six months ended December 31, 2020, respectively. Noncash Consideration The MSG Networks segment enters into nonmonetary transactions, primarily with its Distributors, that involve the exchange of products or services, such as advertising and promotional benefits, for the segment’s services. For arrangements that are subject to sales based and usage-based royalty guidance, MSG Networks measures noncash consideration that it receives at fair value as the sale or usage occurs. For other arrangements, the MSG Networks segment measures the estimated fair value of the noncash consideration that it receives at contract inception. If the MSG Networks segment cannot reasonably estimate the fair value of the noncash consideration, the segment measures the fair value of the consideration indirectly by reference to the standalone selling price of the services promised to the customer in exchange for the consideration as revenues. |
Interest Capitalization | Interest CapitalizationFor significant long term construction projects, such as MSG Sphere, the Company begins to capitalize qualified interest costs once activities necessary to get the asset ready for its intended use have commenced. The Company calculates qualified interest capitalization using the average amount of accumulated expenditures during the period the asset is being prepared for its intended use and a capitalization rate which is derived from the Company’s weighted average borrowing rate during such time, in the absence of specific borrowings related to the significant long term construction projects. The Company ceases capitalization on any portions substantially completed and ready for their intended use. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Recently Adopted Accounting Pronouncements In December 2019 , the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ ASU ”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This ASU eliminates certain exceptions to the general approach in ASC Topic 740 and includes methods of simplification to the existing guidance. This standard was adopted by the Company in the first quarter of Fiscal Year 2022. The adoption of the standard had no impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This ASU provides temporary optional expedients and exceptions to the guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate and other interbank offered rates to alternative reference rates. In January 2021, the FASB issued ASU 2021-01, which refines the scope of Topic 848 and clarifies some of its guidance as part of the FASB’s monitoring of global reference rate activities. The new guidance was effective upon issuance, and the Company is allowed to elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the impact this standard will have on its consolidated financial statements. |
Revenue Recognition (Policies)
Revenue Recognition (Policies) | 6 Months Ended |
Dec. 31, 2021 | |
Revenue Recognition [Abstract] | |
Revenue, Remaining Performance Obligation | In developing the estimated revenue, the Company applies the allowable practical expedient and does not disclose information about remaining performance obligations that have original expected durations of one year or less. |
Investments in Nonconsolidate_2
Investments in Nonconsolidated Affiliates (Policies) | 6 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments, Joint Ventures and Cost Method Investments [Abstract] | |
Fair Value Measurement, Policy [Policy Text Block] | In accordance with the ASC Topic 321, Investments - Equity Securities, the Company applies the measurement alternative to its equity investments without readily determinable fair values. Under the measurement alternative, equity securities without readily determinable fair values are accounted for at cost, adjusted for impairment and changes resulting from observable price fluctuations in orderly transactions for the identical or a similar investment of the same issuer. |
Leases (Policies)
Leases (Policies) | 6 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lessee, Leases [Policy Text Block] | The Company’s leases primarily consist of certain live-performance venues, entertainment dining and nightlife venues, corporate office space, storage and, to a lesser extent, office and other equipment. The Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the lease term is assessed based on the date when the underlying asset is made available by the lessor for the Company’s use. The Company’s assessment of the lease term reflects the non-cancellable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain not to exercise, as well as periods covered by renewal options which the Company is reasonably certain to exercise. The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated statements of operations and consolidated statements of cash flows over the lease term. For leases with a term exceeding 12 months, a lease liability is recorded on the Company’s consolidated balance sheet at lease commencement reflecting the present value of the fixed minimum payment obligations over the lease term. A corresponding right-of-use (“ROU”) asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received. The Company includes fixed payment obligations related to non-lease components in the measurement of ROU assets and lease liabilities, as the Company has elected to account for lease and non-lease components together as a single lease component. ROU assets associated with finance leases are presented separate from ROU assets associated with operating leases and are included within Property and equipment, net on the Company’s consolidated balance sheet. For purposes of measuring the present value of the Company’s fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in the underlying leasing arrangements are typically not readily determinable. The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment surrounding the associated lease. |
Lessor, Leases [Policy Text Block] | In connection with the Entertainment Distribution, the Company entered into Arena License Agreements with MSG Sports that, among other things, require the Knicks and the Rangers to play their home games at The Garden in exchange for fixed annual license fees scheduled to be paid monthly over the term of the agreements. The Company accounts for these license fees as operating lease revenue given that the Company provides MSG Sports with the right to direct the use of and obtain substantially all of the economic benefit from The Garden during Knicks and Rangers home games. Operating lease revenue is recognized on a straight-line basis over the lease term, adjusted pursuant to the terms of the Arena License Agreements. In the case of the Arena License Agreements, the lease terms relate to non-consecutive periods of use when MSG Sports uses The Garden for their professional sports teams’ home games, and operating lease revenue is therefore recognized ratably as events occur. |
Description of Business and B_2
Description of Business and Basis of Presentation (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Description of Business And Basis of Presentation [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The following table provides the impact of the change in reporting entity on the results of operations for the three and six months ended December 31, 2020 in accordance with Accounting Standards Codification (“ASC”) Subtopic 250-10-50-6: Three Months Ended Six Months Ended December 31, 2020 Decrease in net loss attributable to Madison Square Garden Entertainment Corp.’s stockholders $ 61,472 $ 115,165 Decrease in other comprehensive income $ (3,607) $ (6,213) Decrease in net loss per common share attributable to Madison Square Garden Entertainment Corp.’s stockholders (basic and diluted) $ 3.25 $ 5.88 |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The Company’s purchase price allocation and measurement period adjustment for the Hakkasan acquisition is presented below: Fair Value Recognized as of Acquisition Date (as previously reported) Measurement Period Adjustment (a) Fair Value Recognized as of September 30, 2021 as adjusted (b) Cash and cash equivalents $ 16,737 $ — $ 16,737 Property and equipment, net 33,393 — 33,393 Right-of-use lease assets 44,818 — 44,818 Amortizable intangible assets, net 47,170 (7,020) 40,150 Other assets 12,641 — 12,641 Accrued expenses and other current liabilities (15,957) 1,534 (14,423) Operating lease liabilities (52,025) — (52,025) Other liabilities (13,655) — (13,655) Total identifiable net assets acquired 73,122 (5,486) 67,636 Goodwill 3,378 (2,014) 1,364 Redeemable noncontrolling interests $ (76,500) $ 7,500 $ (69,000) _________________ (a) During the three months ended September 30, 2021, the Company recorded an adjustment to reflect a measurement period adjustment. Upon the finalization of the closing statement during the first quarter of Fiscal Year 2022, the noncontrolling interest owned by Hakkasan Parent in Tao Group Sub-Holdings LLC was reduced from approximately 18% as initially estimated to approximately 15%. Such change resulted in a decrease in the Company’s redeemable noncontrolling interest of $7,500, a decrease in Goodwill of $480, and a decrease in amortizable intangibles of approximately $7,020 related to trade names and venue management contracts. Additionally, the Company wrote-off a previously reported accrual of $1,534, which resulted in an additional decrease in Goodwill of $1,534. (b) No additional adjustments were recorded during the three months ended December 31, 2021. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Revenue Recognition [Abstract] | |
Accounts Receivable, Allowance for Credit Loss | The following table presents the activity in the allowance for credit losses for the six months ended December 31, 2021: Beginning balance, June 30, 2021 $ 6,449 Provision for expected credit losses 1,236 Write-offs (1,760) Ending balance, December 31, 2021 $ 5,925 |
Disaggregation of Revenue | The following tables disaggregate the Company’s revenue by major source and reportable segment based upon the timing of transfer of goods or services to the customer, in accordance with ASC Subtopic 606-10-50-5, for the three and six months ended December 31, 2021 and 2020: Three Months Ended December 31, 2021 Entertainment MSG Networks Tao Group Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 155,476 $ — $ 108,241 $ (657) $ 263,060 Sponsorship, signage and suite licenses (b) 50,979 1,787 490 (521) 52,735 Media related, primarily from affiliation agreements (c) — 156,202 — — 156,202 Other (d) 11,959 1,992 8,355 (7,060) 15,246 Total revenues from contracts with customers $ 218,414 $ 159,981 $ 117,086 $ (8,238) $ 487,243 Three Months Ended December 31, 2020 Entertainment MSG Networks Tao Group Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 1,001 $ — $ 9,179 $ (43) $ 10,137 Sponsorship, signage and suite licenses (b) 6,064 408 414 21 6,907 Media related, primarily from affiliation agreements (c) — 145,364 — — 145,364 Other (d) 3,270 467 898 (625) 4,010 Total revenues from contracts with customers $ 10,335 $ 146,239 $ 10,491 $ (647) $ 166,418 Six Months Ended December 31, 2021 Entertainment MSG Networks Tao Group Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 177,492 $ — $ 216,931 $ (838) $ 393,585 Sponsorship, signage and suite licenses (b) 57,956 2,423 625 (521) 60,483 Media related, primarily from affiliation agreements (c) — 296,673 — — 296,673 Other (d) 14,889 2,358 18,994 (7,545) 28,696 Total revenues from contracts with customers $ 250,337 $ 301,454 $ 236,550 $ (8,904) $ 779,437 Six Months Ended December 31, 2020 Entertainment MSG Networks Tao Group Eliminations Total Event-related and entertainment dining and nightlife offerings (a) $ 1,729 $ — $ 14,839 $ (43) $ 16,525 Sponsorship, signage and suite licenses (b) 8,524 692 486 (211) 9,491 Media related, primarily from affiliation agreements (c) — 302,015 — — 302,015 Other (d) 6,890 895 2,387 (1,986) 8,186 Total revenues from contracts with customers $ 17,143 $ 303,602 $ 17,712 $ (2,240) $ 336,217 _________________ (a) Consists of (i) ticket sales and other ticket-related revenues, (ii) Tao Group Hospitality’s entertainment dining and nightlife offerings, (iii) venue license fees from third-party promoters, and (iv) food, beverage and merchandise sales. Event-related revenues and entertainment dining and nightlife offerings are recognized at a point in time. As such, these revenues have been included in the same category in the table above. (b) See Note 4 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K for further details on the pattern of recognition of sponsorship, signage and suite license revenues. (c) See “ — Note 2. Accounting Policies — Summary of Significant Accounting Policies — Revenue Recognition — Media Affiliation Fee and Advertising Revenues” for further details on the pattern of recognition of Media affiliation fee and advertising revenues in the MSG Networks segment. (d) Primarily consists of (i) revenues from sponsorship sales and representation agreements with MSG Sports, (ii) Tao Group Hospitality’s managed venue revenues, and (iii) advertising commission revenues recognized by the Entertainment segment from the MSG Networks segment of $6,985 and $7,395 for the three and six months ended December 31, 2021, respectively, and $624 and $1,819 for the three and six months ended December 31, 2020, respectively, that are eliminated in consolidation. In addition to the disaggregation of the Company’s revenue by major source based upon the timing of transfer of goods or services to the customer disclosed above, the following tables disaggregate the Company’s consolidated revenues by type of goods or services in accordance with the required entity-wide disclosure requirements of ASC Subtopic 280-10-50-38 to 40 and the disaggregation of revenue required disclosures in accordance with ASC Subtopic 606-10-50-5 for the three and six months ended December 31, 2021 and 2020: Three Months ended December 31, 2021 Entertainment MSG Networks Tao Group Eliminations Total Ticketing and venue license fee revenues (a) $ 109,141 $ — $ — $ — $ 109,141 Sponsorship and signage, suite, and advertising commission revenues (b) 70,602 — — (7,506) 63,096 Revenues from entertainment dining and nightlife offerings (c) — — 117,086 (732) 116,354 Food, beverage and merchandise revenues 37,765 — — — 37,765 Media networks revenues (d) — 159,981 — — 159,981 Other 906 — — — 906 Total revenues from contracts with customers $ 218,414 $ 159,981 $ 117,086 $ (8,238) $ 487,243 Three Months ended December 31, 2020 Entertainment MSG Networks Tao Group Eliminations Total Ticketing and venue license fee revenues (a) $ 968 $ — $ — $ — $ 968 Sponsorship and signage, suite, and advertising commission revenues (b) 9,130 — — (604) 8,526 Revenues from entertainment dining and nightlife offerings (c) — — 10,491 (43) 10,448 Food, beverage and merchandise revenues — — — — — Media networks revenues (d) — 146,239 — — 146,239 Other 237 — — — 237 Total revenues from contracts with customers $ 10,335 $ 146,239 $ 10,491 $ (647) $ 166,418 Six Months Ended December 31, 2021 Entertainment MSG Networks Tao Group Eliminations Total Ticketing and venue license fee revenues (a) $ 125,977 $ — $ — $ — $ 125,977 Sponsorship and signage, suite, and advertising commission revenues (b) 81,415 — — (7,916) 73,499 Revenues from entertainment dining and nightlife offerings (c) — — 236,550 (988) 235,562 Food, beverage and merchandise revenues 41,688 — — — 41,688 Media networks revenues (d) — 301,454 — — 301,454 Other 1,257 — — — 1,257 Total revenues from contracts with customers $ 250,337 $ 301,454 $ 236,550 $ (8,904) $ 779,437 Six Months Ended December 31, 2020 Entertainment MSG Networks Tao Group Eliminations Total Ticketing and venue license fee revenues (a) $ 1,698 $ — $ — $ — $ 1,698 Sponsorship and signage, suite, and advertising commission revenues (b) 14,989 — — (2,031) 12,958 Revenues from entertainment dining and nightlife offerings (c) — — 17,712 (209) 17,503 Food, beverage and merchandise revenues — — — — — Media networks revenues (d) — 303,602 — — 303,602 Other 456 — — — 456 Total revenues from contracts with customers $ 17,143 $ 303,602 $ 17,712 $ (2,240) $ 336,217 _________________ (a) Amounts include ticket sales, including other ticket-related revenue, and venue license fees from the Company’s events such as (i) concerts, (ii) the presentation of the Christmas Spectacular, and (iii) other live entertainment and sporting events. (b) Amounts include (i) revenues from sponsorship sales and representation agreements with MSG Sports and (ii) advertising commission revenues recognized by the Entertainment segment from the MSG Networks segment of $6,985 and $7,395 for the three and six months ended December 31, 2021, respectively, and $624 and $1,819 for the three and six months ended December 31, 2020, respectively, that are eliminated in consolidation. (c) Primarily consist of revenues from (i) entertainment dining and nightlife offerings and (ii) venue management agreements. (d) Primarily consist of affiliation fees from Distributors and, to a lesser extent, advertising revenues through the sale of commercial time and other advertising inventory during MSG Networks programming. |
Contract with Customer, Contract Assets and Liabilities | The following table provides information about contract balances from the Company’s contracts with customers as of December 31, 2021 and June 30, 2021: December 31, June 30, 2021 2021 Receivables from contracts with customers, net (a) $ 195,945 $ 185,112 Contract assets, current (b) 10,204 7,052 Contract assets, non-current (b) 296 87 Deferred revenue, including non-current portion (c) 257,054 210,187 _________________ (a) Receivables from contracts with customers, which are reported in Accounts receivable, net and Net related party receivables in the Company’s consolidated balance sheets, represent the Company’s unconditional rights to consideration under its contracts with customers. As of December 31, 2021 and June 30, 2021, the Company’s receivables from contracts with customers above included $11,239 and $4,848, respectively, related to various related parties. See Note 18 for further details on related party arrangements. (b) Contract assets, which are reported as Other current assets or Other assets (non-current portion) in the Company’s consolidated balance sheets, primarily relate to the Company’s rights to consideration for goods or services transferred to customers, for which the Company does not have an unconditional right to bill as of the reporting date. Contract assets are transferred to accounts receivable once the Company’s right to consideration becomes unconditional. |
Revenue, Remaining Performance Obligation | The following table depicts the estimated revenue expected to be recognized, based on current projections and expectations of our business resuming, in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of December 31, 2021. This primarily relates to performance obligations under sponsorship and suite license arrangements and to a lesser extent, non-variable affiliation fee arrangements that have original expected durations longer than one year and the consideration is not variable. For arrangements with variable consideration, such variability is based on the Company’s ability to deliver the underlying benefits as dictated by the related contractual provisions. In developing the estimated revenue, the Company applies the allowable practical expedient and does not disclose information about remaining performance obligations that have original expected durations of one year or less. Fiscal Year 2022 (remainder) $ 114,338 Fiscal Year 2023 170,402 Fiscal Year 2024 143,572 Fiscal Year 2025 101,341 Fiscal Year 2026 72,543 Thereafter 88,109 $ 690,305 |
Computation of Earnings (Loss_2
Computation of Earnings (Loss) per Common Share (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents a reconciliation of weighted-average shares used in the calculations of basic and diluted earnings (loss) per common share attributable to the Company’s stockholders (“EPS”). Three Months Ended Six Months Ended December 31, December 31, 2021 2020 2021 2020 Weighted-average shares (denominator): Weighted-average shares for basic EPS (a) 34,278 34,021 34,186 33,961 Dilutive effect of shares issuable under share-based compensation plans (a) 158 — — — Weighted-average shares for diluted EPS 34,436 34,021 34,186 33,961 Weighted-average anti-dilutive shares ( b ) 668 — — — _________________ (a) For the three months ended December 31, 2020 and six months ended December 31, 2021 and 2020, all restricted stock units and stock options were excluded from the above table because the Company reported a net loss for the periods presented and, therefore, their impact on reported loss per share would have been antidilutive. See Note 15 for further detail. (b) For the three months ended December 31, 2021, weighted-average anti-dilutive shares primarily consisted of approximately 630 units of stock options and were excluded in the calculation of diluted earnings per share because their effect would have been anti-dilutive. An anti-dilutive option exists when the average stock price for the period is less than the exercise price of the option. |
Cash, Cash Equivalents and Re_2
Cash, Cash Equivalents and Restricted Cash (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Cash, Cash Equivalents and Restricted Cash [Abstract] | |
Schedule Of Cash, Cash Equivalents, Restricted Cash And Restricted Cash Equivalents | The following table provides a summary of the amounts recorded as cash, cash equivalents and restricted cash. As of December 31, June 30, December 31, June 30, Captions on the consolidated balance sheets: Cash and cash equivalents $ 1,258,105 $ 1,516,992 $ 1,735,012 $ 1,103,392 Restricted cash (a) 23,914 22,984 26,207 17,749 Cash, cash equivalents and restricted cash on the consolidated statements of cash flows $ 1,282,019 $ 1,539,976 $ 1,761,219 $ 1,121,141 _________________ |
Investments in Nonconsolidate_3
Investments in Nonconsolidated Affiliates (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments, Joint Ventures and Cost Method Investments [Abstract] | |
Cost and Equity Method Investments | The Company’s investments in nonconsolidated affiliates, which are accounted for under the equity method of accounting and equity investments without readily determinable fair values in accordance with ASC Topic 323, Investments - Equity Method and Joint Ventures and ASC Topic 321, Investments - Equity Securities , respectively, consisted of the following: Ownership Percentage Investment December 31, 2021 Equity method investments: SACO Technologies Inc. (“SACO”) 30 % $ 33,731 Others 5,674 Equity securities without readily determinable fair values (a) 7,007 Total investments in nonconsolidated affiliates $ 46,412 June 30, 2021 Equity method investments: SACO 30 % $ 36,265 Others 6,204 Equity securities without readily determinable fair values (a) 6,752 Total investments in nonconsolidated affiliates $ 49,221 _________________ |
Equity Securities with Readily Determinable Fair Value | The cost basis and the carrying fair value of these investments, which are reported under Other assets in the accompanying consolidated balance sheets as of December 31, 2021 and June 30, 2021, are as follows: December 31, 2021 Equity Investment with Readily Determinable Fair Values Shares / Units Cost Basis Carrying value Townsquare Class A common stock 583 $ 4,221 $ 7,773 Townsquare Class C common stock 2,625 19,001 34,992 DraftKings common stock 869 6,036 23,884 Total $ 29,258 $ 66,649 June 30, 2021 Equity Investment with Readily Determinable Fair Values Shares / Units Cost Basis Carrying value Townsquare Class A common stock 583 $ 4,221 $ 7,435 Townsquare Class C common stock 2,625 19,001 33,469 DraftKings common stock 869 6,036 45,360 Total $ 29,258 $ 86,264 |
Gain (Loss) on Securities | The following table summarizes the realized and unrealized gain (loss) on equity investments with readily determinable fair value for the three and six months ended December 31, 2021 and 2020: Three Months Ended Six Months Ended December 31, December 31, 2021 2020 2021 2020 Unrealized gain — Townsquare $ 834 $ 6,416 $ 1,861 $ 7,026 Unrealized gain (loss) — DraftKings (17,989) (10,984) (21,476) 22,064 Realized loss — DraftKings — (2,659) — (2,659) $ (17,155) $ (7,227) $ (19,615) $ 26,431 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Property and Equipment [Abstract] | |
Property, Plant and Equipment | As of December 31, 2021 and June 30, 2021, property and equipment consisted of the following: December 31, June 30, Land $ 148,919 $ 150,750 Buildings 997,216 996,295 Equipment 414,243 405,835 Aircraft 38,090 38,090 Furniture and fixtures 38,806 40,660 Leasehold improvements 227,349 214,678 Construction in progress (a) 1,546,952 1,194,525 3,411,575 3,040,833 Less accumulated depreciation and amortization (936,882) (884,541) $ 2,474,693 $ 2,156,292 _________________ |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Dec. 31, 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 December 31, 2021 and June 30, 2021: Line Item in the Company’s Consolidated Balance Sheet December 31, June 30, Right-of-use assets: Operating leases Right-of-use lease assets $ 470,253 $ 280,579 Lease liabilities: Operating leases, current Operating lease liabilities, current $ 65,663 $ 73,423 Operating leases, noncurrent Operating lease liabilities, noncurrent 450,019 233,556 Total lease liabilities $ 515,682 $ 306,979 |
Lease, Cost | The following table summarizes the activity recorded within the Company’s consolidated statements of operations for the three and six months ended December 31, 2021 and 2020: Three Months Ended Line Item in the Company’s Consolidated and Combined Statement of Operations December 31, 2021 2020 Operating lease cost Direct operating expenses $ 10,324 $ 6,545 Operating lease cost Selling, general and administrative expenses 7,723 6,410 Variable lease cost Direct operating expenses 1,006 315 Variable lease cost Selling, general and administrative expenses 15 15 Total lease cost $ 19,068 $ 13,285 Six Months Ended Line Item in the Company’s Consolidated Statement of Operations December 31, 2021 2020 Lease cost, operating leases Direct operating expenses $ 21,960 $ 12,952 Lease cost, operating leases Selling, general and administrative expenses 14,144 12,903 Variable lease cost Direct operating expenses 2,092 591 Variable lease cost Selling, general and administrative expenses 29 38 Total lease cost $ 38,225 $ 26,484 |
Operating Lease Maturity Schedule | The future lease payments related to this new lease for the next five fiscal years and thereafter are expected to be as follows: Fiscal Year 2022 $ — Fiscal Year 2023 — Fiscal Year 2024 — Fiscal Year 2025 10,121 Fiscal Year 2026 19,023 Thereafter (Fiscal Year 2027 to Fiscal Year 2046) 1,026,207 Total lease payments $ 1,055,351 Maturities of operating lease liabilities as of December 31, 2021 are as follows: Fiscal Year 2022 (remainder) $ 28,220 Fiscal Year 2023 78,709 Fiscal Year 2024 80,196 Fiscal Year 2025 57,624 Fiscal Year 2026 34,293 Thereafter 479,386 Total lease payments 758,428 Less imputed interest 242,746 Total lease liabilities $ 515,682 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Carrying Amount of Goodwill by Reportable Segment | The carrying amount of goodwill as of December 31, 2021 and June 30, 2021 are as follows: Entertainment MSG Networks Tao Group Hospitality Total Balance as of June 30, 2021 $ 74,309 $ 424,508 $ 3,378 $ 502,195 Measurement period adjustment (a) — — (2,014) (2,014) Balance as of December 31, 2021 $ 74,309 $ 424,508 $ 1,364 $ 500,181 _________________ (a) During the three months ended September 30, 2021, the Company recorded an adjustment to reflect a measurement period adjustment in connection with the acquisition of Hakkasan by Tao Group Hospitality. Upon the finalization of the closing statement during the first quarter of Fiscal Year 2022, the noncontrolling interest owned by Hakkasan Parent in Tao Group Sub-Holdings LLC was reduced from approximately 18% as initially estimated to approximately 15%. Such change resulted in a decrease in the Company’s redeemable noncontrolling interest of $7,500, a decrease in Goodwill of $480 as included above, and a decrease in amortizable intangibles of approximately $7,020 related to trade names and venue management contracts. Additionally, the Company wrote-off a previously reported accrual of $1,534, which resulted in an additional decrease in Goodwill of $1,534, also included above. See Note 3 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K regarding the details of the acquisition of Hakkasan. No additional adjustments were recorded during the three months ended December 31, 2021 . |
Schedule of Indefinite-Lived Intangible Assets | The carrying amount of indefinite-lived intangible assets, all of which are within the Entertainment segment, as of December 31, 2021 and June 30, 2021 were as follows: Trademarks $ 61,881 Photographic related rights 1,920 Total $ 63,801 |
Schedule of Intangible Assets Subject to Amortization | The Company’s intangible assets subject to amortization are as follows: December 31, 2021 Gross Accumulated Net Trade names $ 113,333 $ (28,292) $ 85,041 Venue management contracts 85,763 (20,572) 65,191 Affiliate relationships 83,044 (57,951) 25,093 Non-compete agreements 9,000 (7,696) 1,304 Festival rights 8,080 (2,966) 5,114 Other intangibles 4,217 (3,954) 263 $ 303,437 $ (121,431) $ 182,006 June 30, 2021 Gross Accumulated Net Trade names $ 121,000 $ (25,605) $ 95,395 Venue management contracts 85,700 (17,518) 68,182 Affiliate relationships 83,044 (56,221) 26,823 Non-compete agreements 9,000 (6,913) 2,087 Festival rights 8,080 (2,696) 5,384 Other intangibles 4,217 (3,814) 403 $ 311,041 $ (112,767) $ 198,274 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity | The Company’s off-balance sheet commitments as of June 30, 2021 included a total of $3,646,250 of contract obligations (primarily related to media rights agreements) from the MSG Networks segment, as a result of the Merger, as follows: Fiscal Year 2022 $ 276,707 Fiscal Year 2023 273,370 Fiscal Year 2024 253,485 Fiscal Year 2025 246,013 Fiscal Year 2026 249,584 Thereafter 2,347,091 $ 3,646,250 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets Measured on a Recurring Basis | The following table presents the Company’s assets that are measured at fair value within Level I of the fair value hierarchy on a recurring basis using observable inputs that reflect quoted prices for identical assets in active markets. These assets include (i) cash equivalents in money market accounts and time deposits, and (ii) equity investments with readily determinable fair value: Line Item on Consolidated Balance Sheet December 31, June 30, Assets: Money market accounts and time deposits (a) Cash and cash equivalents $ 1,107,768 $ 1,361,729 Equity investments with readily determinable fair value (b) Other assets 66,649 86,264 Total assets measured at fair value $ 1,174,417 $ 1,447,993 _________________ (a) The carrying amount of the Company’s cash equivalents in money market accounts and time deposits approximate fair value due to their short-term maturities. (b) See Note 7 for more information on the Company’s equity investments with readily determinable fair value in Townsquare and DraftKings. |
Schedule Of Financial Instruments | In addition to the table above, the carrying value and fair value of the Company’s financial instruments reported in the accompanying consolidated balance sheets are as follows: December 31, 2021 June 30, 2021 Carrying Fair Carrying Fair Liabilities Current and non-current portion of long-term debt under the MSG Networks Term Loan Facility (a) $ 1,023,000 $ 1,012,770 $ 1,047,750 $ 1,042,510 Current and non-current portion of long-term debt under the National Properties Term Loan Facility (a) $ 643,500 $ 658,783 $ 646,750 $ 669,386 Current and non-current portion of long-term debt under the Tao Credit Facilities (a) $ 26,250 $ 26,315 $ 43,750 $ 43,851 _________________ |
Credit Facilities (Tables)
Credit Facilities (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Credit Facilities [Abstract] | |
Schedule of Maturities of Long-term Debt | Long-term debt maturities over the next five years for the outstanding balance under the MSG Networks Senior Secured Credit Facilities, National Properties Term Loan Facility and Tao Credit Facilities as of December 31, 2021 were: MSG Networks Senior Secured Credit Facilities National Properties Term Loan Facility Tao Credit Facilities Total Fiscal Year 2022 (remainder) $ 24,750 3,250 $ 3,750 $ 31,750 Fiscal Year 2023 66,000 6,500 10,000 82,500 Fiscal Year 2024 82,500 6,500 12,500 101,500 Fiscal Year 2025 849,750 6,500 — 856,250 Fiscal Year 2026 — 620,750 — 620,750 Thereafter — — — — $ 1,023,000 $ 643,500 $ 26,250 $ 1,692,750 |
Schedule of Debt Outstanding and Deferred Financing Costs | The following table summarizes the outstanding balances under the MSG Networks Senior Secured Credit Facilities, National Properties Term Loan Facility and Tao Credit Facilities as well as the related deferred financing costs in the accompanying consolidated balance sheets as of December 31, 2021 and June 30, 2021: December 31, 2021 June 30, 2021 Principal Unamortized Deferred Financing Costs Net (a) Principal Unamortized Deferred Financing Costs Net (a) Current portion MSG Networks Senior Secured Credit Facilities $ 49,500 $ (1,244) $ 48,256 $ 49,500 $ (1,255) $ 48,245 National Properties Term Loan Facility 6,500 (6,783) (283) 6,500 (6,783) (283) Tao Term Loan Facility 8,750 (240) 8,510 6,250 (239) 6,011 Current portion of long-term debt, net of deferred financing costs $ 64,750 $ (8,267) $ 56,483 $ 62,250 $ (8,277) $ 53,973 December 31, 2021 June 30, 2021 Principal Unamortized Deferred Financing Costs Net (a) Principal Unamortized Deferred Financing Costs Net (a) Noncurrent portion MSG Networks Senior Secured Credit Facilities $ 973,500 $ (2,095) $ 971,405 $ 998,250 $ (2,715) $ 995,535 National Properties Term Loan Facility 637,000 (19,427) 617,573 640,250 (22,819) 617,431 Tao Term Loan Facility 17,500 (356) 17,144 22,500 (475) 22,025 Tao Revolving Credit Facility — — — 15,000 — 15,000 Long-term debt, net of deferred financing costs $ 1,628,000 $ (21,878) $ 1,606,122 $ 1,676,000 $ (26,009) $ 1,649,991 _________________ (a) In addition to the outstanding balance associated with the MSG Networks Senior Secured Credit Facilities, the Tao Term Loan Facility, the Tao Revolving Credit Facility and the National Properties Term Loan Facility disclosed above, the Company’s long-term debt, net of deferred financing costs in the accompanying consolidated balance sheets of $1,606,759 and $1,650,628 as of December 31, 2021 and June 30, 2021, respectively, also includes $637 related to a note with respect to a loan received by BCE from its noncontrolling interest holder that matures in April 2023. |
Schedule of Cash Flow, Supplemental Disclosures | During the six months ended December 31, 2021 and 2020, interest payments and loan principal repayments made by the Company under the MSG Networks Senior Secured Credit Facilities, National Properties Term Loan Facility, and Tao Senior Credit Agreement for term loan and revolving credit facilities were as follows: Interest Payments (a) Loan Principal Repayments Six Months Ended Six Months Ended December 31, 2021 December 31, 2020 December 31, 2021 December 31, 2020 MSG Networks Senior Secured Credit Facilities $ 8,886 $ 9,584 $ 24,750 $ 13,750 National Properties Term Loan Facility 23,141 — 3,250 — Tao Credit Facilities 415 554 17,500 2,500 $ 32,442 $ 10,138 $ 45,500 $ 16,250 _________________ |
Pension Plans and Other Postr_2
Pension Plans and Other Postretirement Benefit Plan (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |
Schedule of Net Periodic Benefit Cost | The following tables present components of net periodic benefit cost for the Pension Plans and Postretirement Plans included in the accompanying consolidated statements of operations for the three and six months ended December 31, 2021 and 2020. Service cost is recognized in direct operating expenses and selling, general and administrative expenses. All other components of net periodic benefit cost are reported in miscellaneous expense, net. Pension Plans Postretirement Plan Three Months Ended Three Months Ended December 31, December 31, 2021 2020 2021 2020 Service cost $ 118 $ 123 $ 16 $ 22 Interest cost 1,190 1,101 20 19 Expected return on plan assets (1,719) (1,509) — — Recognized actuarial loss 501 396 9 20 Net periodic benefit cost $ 90 $ 111 $ 45 $ 61 Pension Plans Postretirement Plans Six Months Ended Six Months Ended December 31, December 31, 2021 2020 2021 2020 Service cost $ 236 $ 244 $ 32 $ 44 Interest cost 2,380 2,203 40 38 Expected return on plan assets (3,438) (3,018) — — Recognized actuarial loss 1,002 854 18 40 Net periodic (benefit) cost $ 180 $ 283 $ 90 $ 122 |
Schedule of Defined Contribution Plans | For the three and six months ended December 31, 2021 and 2020, expenses related to the Savings Plans and Union Savings Plan included in the accompanying consolidated statements of operations are as follows: Savings Plans Union Savings Plan Three Months Ended Six Months Ended Three Months Ended Six Months Ended December 31, December 31, December 31, December 31, 2021 2020 2021 2020 2021 2020 2021 2020 $ 2,475 $ 1,672 $ 4,494 $ 3,077 $ 7 $ 10 $ 21 $ 19 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | The following table summarizes activity related to holders (including (i) Company employees and (ii) MSG Sports employees that received share-based awards prior to the Entertainment Distribution) of the Company’s RSUs for the six months ended December 31, 2021: Number of Weighted-Average Nonperformance Performance Unvested award balance, June 30, 2021 683 701 $ 76.15 Granted 445 422 $ 79.07 Performance Award Conversion 223 (223) $ 82.63 Vested (332) (77) $ 87.42 Forfeited (9) (12) $ 74.87 Unvested award balance, December 31, 2021 1,010 811 $ 75.02 |
Share-based Payment Arrangement, Option, Activity | The following table summarizes activity related to the Company’s stock options held by employees for the six months ended December 31, 2021: Number of Number of Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value Balance as of June 30, 2021 409 315 $ 103.88 Performance Award Conversion 315 (315) $ 109.76 Balance as of December 31, 2021 724 — $ 103.88 3.96 $ 561 Exercisable as of December 31, 2021 597 — $ 108.29 3.70 $ 561 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The following table details the components of accumulated other comprehensive loss: Three Months Ended December 31, 2021 Pension Plans and Cumulative Translation Adjustments Accumulated Balance as of September 30, 2021 $ (45,009) $ 9,949 $ (35,060) Other comprehensive income before reclassifications — 2,486 2,486 Amounts reclassified from accumulated other comprehensive loss (a) 510 — 510 Income tax expense (97) (471) (568) Other comprehensive income 413 2,015 2,428 Balance as of December 31, 2021 $ (44,596) $ 11,964 $ (32,632) Three Months Ended December 31, 2020 Pension Plans and Cumulative Translation Adjustments Accumulated Balance as of September 30, 2020 $ (38,452) $ 1,157 $ (37,295) Other comprehensive income before reclassifications — 11,883 11,883 Amounts reclassified from accumulated other comprehensive loss (a) 416 — 416 Income tax expense (1,562) (2,171) (3,733) Other comprehensive income (loss) (1,146) 9,712 8,566 Balance as of December 31, 2020 $ (39,598) $ 10,869 $ (28,729) Six Months Ended December 31, 2021 Pension Plans and Cumulative Translation Adjustments Accumulated Balance as of June 30, 2021 $ (45,425) $ 15,153 $ (30,272) Other comprehensive loss before reclassifications — (3,932) (3,932) Amounts reclassified from accumulated other comprehensive loss (a) 1,020 — 1,020 Income tax benefit (expense) (191) 743 552 Other comprehensive income (loss) 829 (3,189) (2,360) Balance as of December 31, 2021 $ (44,596) $ 11,964 $ (32,632) Six Months Ended December 31, 2020 Pension Plans and Cumulative Translation Adjustments Accumulated Balance as of June 30, 2020 $ (38,767) $ (10,225) $ (48,992) Other comprehensive income before reclassifications — 25,834 25,834 Amounts reclassified from accumulated other comprehensive loss (a) 894 — 894 Income tax expense (1,725) (4,740) (6,465) Other comprehensive income (loss) (831) 21,094 20,263 Balance as of December 31, 2020 $ (39,598) $ 10,869 $ (28,729) _____________ (a) Amounts reclassified from accumulated other comprehensive loss represent the amortization of net actuarial loss and net unrecognized prior service credit included in net periodic benefit cost, which is reflected under Miscellaneous income (expense), net in the accompanying consolidated statements of operations. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes the composition and amounts of the transactions with the Company’s affiliates. These amounts are reflected in revenues and operating expenses in the accompanying consolidated statements of operations for the three and six months ended December 31, 2021 and 2020: Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Revenues $ 30,702 $ 4,638 $ 34,889 $ 7,461 Operating expenses (credits): Direct operating — media rights fees $ 40,813 $ 34,422 $ 81,258 $ 73,963 Direct operating — revenue sharing expenses $ 1,131 $ 15 1,985 96 Direct operating — reimbursement under Arena License Arrangement (6,125) (351) (6,465) (1,241) General and administrative with MSG Sports — net of TSA credits (10,513) (10,273) (19,729) (20,453) Direct operating — origination, master control and technical services 1,208 1,184 2,416 2,368 Other operating expenses, net 987 (218) 3,109 (85) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Information as to the operations of the Company’s reportable segments is set forth below. Three Months Ended December 31, 2021 Entertainment MSG Networks Tao Group Hospitality Purchase Inter-segment eliminations Total Revenues $ 247,610 $ 159,981 $ 117,086 $ — $ (8,238) $ 516,439 Direct operating expenses 147,343 85,924 60,880 3,038 (927) 296,258 Selling, general and administrative expenses 91,516 37,192 40,685 — (7,116) 162,277 Depreciation and amortization 19,024 1,756 6,243 3,510 — 30,533 Impairment and other (gains) loss, net — — (7,443) (536) — (7,979) Operating income (loss) $ (10,273) $ 35,109 $ 16,721 $ (6,012) $ (195) $ 35,350 Loss in equity method investments (1,774) Interest income 773 Interest expense (8,167) Miscellaneous expense, net (a) (17,100) Income from operations before income taxes $ 9,082 Reconciliation of operating loss to adjusted operating income (loss): Operating income (loss) $ (10,273) $ 35,109 $ 16,721 $ (6,012) $ (195) $ 35,350 Add back: Non-cash portion of arena license fees from MSG Sports (11,346) — — — — (11,346) Share-based compensation 16,155 6,058 1,958 — — 24,171 Depreciation and amortization 19,024 1,756 6,243 3,510 — 30,533 Amortization for capitalized cloud computing costs (34) 44 — — — 10 Merger and acquisition related costs 1,456 875 — — — 2,331 Impairment and other (gains) loss, net — — (7,443) (536) — (7,979) Other purchase accounting adjustments — — — 3,038 — 3,038 Adjusted operating income (loss) $ 14,982 $ 43,842 $ 17,479 $ — $ (195) $ 76,108 Other information: Capital expenditures $ 166,218 $ 600 $ 8,987 $ — $ — $ 175,805 Three Months Ended December 31, 2020 Entertainment MSG Networks Tao Group Hospitality Purchase Inter-segment eliminations Total Revenues $ 12,669 $ 146,239 $ 10,491 $ — $ (647) $ 168,752 Direct operating expenses 23,409 57,033 10,980 924 151 92,497 Selling, general and administrative expenses 65,730 21,692 9,131 — (535) 96,018 Depreciation and amortization 19,246 1,802 1,563 3,066 — 25,677 Restructuring charges 1,372 — — — — 1,372 Operating income (loss) $ (97,088) $ 65,712 $ (11,183) $ (3,990) $ (263) $ (46,812) Loss in equity method investments (1,568) Interest income 837 Interest expense (5,262) Miscellaneous expense, net (a) (7,568) Loss from operations before income taxes $ (60,373) Reconciliation of operating loss to adjusted operating income (loss): Operating income (loss) $ (97,088) $ 65,712 $ (11,183) $ (3,990) $ (263) $ (46,812) Add back: Non-cash portion of arena license fees from MSG Sports (1,176) — — — — (1,176) Share-based compensation 22,374 6,266 1,188 — — 29,828 Depreciation and amortization 19,246 1,802 1,563 3,066 — 25,677 Restructuring charges 1,372 — — — — 1,372 Other purchase accounting adjustments — — — 924 — 924 Adjusted operating income (loss) $ (55,272) $ 73,780 $ (8,432) $ — $ (263) $ 9,813 Other information: Capital expenditures $ 106,945 $ 792 $ 293 $ — $ — $ 108,030 Six Months Ended December 31, 2021 Entertainment MSG Networks Tao Group Hospitality Purchase Inter-segment eliminations Total Revenues $ 281,849 $ 301,454 $ 236,550 $ — $ (8,904) $ 810,949 Direct operating expenses 183,645 154,347 121,973 3,123 (1,069) 462,019 Selling, general and administrative expenses 184,478 85,167 74,779 — (7,308) 337,116 Depreciation and amortization 38,680 3,553 12,621 5,109 — 59,963 Impairment and other (gains) loss, net — — 375 (536) — (161) Operating income (loss) $ (124,954) $ 58,387 $ 26,802 $ (7,696) $ (527) $ (47,988) Loss in equity method investments (2,981) Interest income 1,548 Interest expense (17,415) Miscellaneous expense, net (a) (19,647) Loss from operations before income taxes $ (86,483) Reconciliation of operating loss to adjusted operating income (loss): Operating income (loss) $ (124,954) $ 58,387 $ 26,802 $ (7,696) $ (527) $ (47,988) Add back: Non-cash portion of arena license fees from MSG Sports (11,889) — — — — (11,889) Share-based compensation 26,298 13,532 3,869 — — 43,699 Depreciation and amortization 38,680 3,553 12,621 5,109 — 59,963 Amortization for capitalized cloud computing costs 7 88 — — — 95 Merger and acquisition related costs 15,448 24,075 — — — 39,523 Impairment and other (gains) loss, net — — 375 (536) — (161) Restructuring charges — — — — — — Other purchase accounting adjustments — — — 3,123 — 3,123 Adjusted operating income (loss) $ (56,410) $ 99,635 $ 43,667 $ — $ (527) $ 86,365 Other information: Capital expenditures $ 299,756 $ 2,049 $ 11,271 $ — $ — $ 313,076 Six Months Ended December 31, 2020 Entertainment MSG Networks Tao Group Hospitality Purchase Inter-segment eliminations Total Revenues $ 20,224 $ 303,602 $ 17,712 $ — $ (2,240) $ 339,298 Direct operating expenses 47,024 122,105 20,808 1,848 (57) 191,728 Selling, general and administrative expenses 118,380 44,219 16,734 — (1,658) 177,675 Depreciation and amortization 41,260 3,630 2,609 6,588 — 54,087 Restructuring charges 21,299 — — — — 21,299 Operating income (loss) $ (207,739) $ 133,648 $ (22,439) $ (8,436) $ (525) $ (105,491) Loss in equity method investments (3,264) Interest income 1,609 Interest expense (10,535) Miscellaneous income, net (a) 26,449 Loss from operations before income taxes $ (91,232) Reconciliation of operating loss to adjusted operating income (loss): Operating income (loss) $ (207,739) $ 133,648 $ (22,439) $ (8,436) $ (525) $ (105,491) Add back: Non-cash portion of arena license fees from MSG Sports (1,176) — — — — (1,176) Share-based compensation 32,807 10,893 2,284 — — 45,984 Depreciation and amortization 41,260 3,630 2,609 6,588 — 54,087 Impairment and other (gains) loss, net — — — — — — Restructuring charges 21,299 — — — — 21,299 Other purchase accounting adjustments — — — 1,848 — 1,848 Adjusted operating income (loss) $ (113,549) $ 148,171 $ (17,546) $ — $ (525) $ 16,551 Other information: Capital expenditures $ 218,344 $ 2,533 $ 952 $ — $ — $ 221,829 _________________ (a) Miscellaneous income (expense), net includes the following: Three Months Ended Six Months Ended December 31, December 31, 2021 2020 2021 2020 Unrealized gain (loss) on equity investments with readily determinable fair value, see Note 7 for further details. $ (17,155) $ (7,227) $ (19,615) $ 26,431 Non-service cost components of net periodic pension and postretirement benefit costs (8) (28) (16) (119) Others, net 63 (313) (16) 137 Total $ (17,100) $ (7,568) $ (19,647) $ 26,449 |
Schedules of Concentration of Risk, by Risk Factor | Accounts receivable, net on the accompanying consolidated balance sheets as of December 31, 2021 and June 30, 2021 include amounts due from the following individual customers, all derived from the MSG Networks segment, which accounted for the noted percentages of the gross balance: December 31, 2021 June 30, 2021 Customer A (a) 15 % 1 % Customer B 14 % 15 % Customer C 13 % 17 % Customer D 10 % 16 % _________________ (a) A receivable from Customer A as of December 31,2021 is primarily due to timing of cash receipts. Revenues in the accompanying consolidated statements of operations for the three and six months ended December 31, 2021 and 2020 include amounts from the following individual customers, which accounted for the noted percentages of the total: Three Months Ended Six Months Ended December 31, 2021 December 31, 2020 December 31, 2021 December 31, 2020 Customer 1 9 % 24 % 11 % 25 % Customer 2 8 % 24 % 10 % 24 % The accompanying consolidated balance sheets as of December 31, 2021 and June 30, 2021 include the following approximate amounts that are recorded in connection with the Company’s license agreement with the New Jersey Devils: December 31, 2021 June 30, 2021 Prepaid expenses $ 3,200 $ 1,400 Other current assets 3,000 3,700 Other assets 30,100 31,100 $ 36,300 $ 36,200 |
Description of Business and B_3
Description of Business and Basis of Presentation (Details) $ / shares in Units, $ in Thousands | Jul. 09, 2021$ / sharesshares | Dec. 31, 2021USD ($)$ / shares | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2021USD ($)segments$ / shares | Dec. 31, 2020USD ($)$ / shares | Jun. 30, 2021$ / shares |
Conversion of Stock [Line Items] | |||||||
Number of reportable segments | segments | 3 | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Change in Reporting Entity, Earnings per Share | $ 3.25 | $ 5.88 | |||||
Impairment and other gain (loss), net | $ | $ 7,979 | $ 0 | $ 161 | $ 0 | |||
Impairment of long lived assets held for use | $ | $ 7,818 | ||||||
Common Class A [Member] | |||||||
Conversion of Stock [Line Items] | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common Class A [Member] | MSG Networks | |||||||
Conversion of Stock [Line Items] | |||||||
Business Combination Equity Interest Issued Or Issuable Share Conversion Ratio | shares | 0.172 | ||||||
Stock Issued During Period, Shares, New Issues | shares | 7,476,000 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | ||||||
Common Class B [Member] | |||||||
Conversion of Stock [Line Items] | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common Class B [Member] | MSG Networks | |||||||
Conversion of Stock [Line Items] | |||||||
Business Combination Equity Interest Issued Or Issuable Share Conversion Ratio | shares | 0.172 | ||||||
Stock Issued During Period, Shares, New Issues | shares | 2,337,000 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.01 | ||||||
Net Income (Loss) Attributable To The Company's Stockholders | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Change In Reporting Entity, Amount Changed | $ | 61,472 | 115,165 | |||||
Other Comprehensive Income (Loss) | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Change In Reporting Entity, Amount Changed | $ | $ (3,607) | $ (6,213) |
Accounting Policies (Details)
Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Line Items] | ||||
Advertising Expense | $ 11,102 | $ 3,667 | $ 16,229 | $ 8,469 |
Acquisition (Details)
Acquisition (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2021 | Jun. 30, 2021 | Apr. 27, 2021 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 500,181 | $ 502,195 | ||
Hakkasan | Change In Ownership | Noncontrolling Interest [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | $ (7,500) | (7,500) | ||
Hakkasan | Change In Ownership | Goodwill | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | (480) | (480) | ||
Hakkasan | Change In Ownership | Other Intangible Assets [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | (7,020) | (7,020) | ||
Hakkasan | Other Measurement Period Adjustments | Goodwill | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | (1,534) | (1,534) | ||
Hakkasan | Other Measurement Period Adjustments | Accrued Liabilities | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | 1,534 | $ 1,534 | ||
Hakkasan | Adjusted After Measuring Period Adjustment | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 16,737 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 33,393 | |||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Right-of-use lease assets | 44,818 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 40,150 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 12,641 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (14,423) | |||
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation | (52,025) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (13,655) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 67,636 | |||
Goodwill | 1,364 | |||
Redeemable Noncontrolling Interest, Equity, Other, Fair Value | $ (69,000) | |||
Hakkasan | Previously Reported | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 16,737 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 33,393 | |||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Right-of-use lease assets | 44,818 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 47,170 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 12,641 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (15,957) | |||
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation | (52,025) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (13,655) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 73,122 | |||
Goodwill | 3,378 | |||
Redeemable Noncontrolling Interest, Equity, Other, Fair Value | (76,500) | |||
Hakkasan | Revision of Prior Period, Adjustment | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | (7,020) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 1,534 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | (5,486) | |||
Goodwill | (2,014) | |||
Redeemable Noncontrolling Interest, Equity, Other, Fair Value | $ 7,500 | |||
Hakkasan | Tao Group Hospitality | ||||
Business Acquisition [Line Items] | ||||
Equity interest in acquiree, percent | 77.50% | |||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Including Subsequent Acquisition, Percentage | 66.00% | |||
Hakkasan Parent | Hakkasan | Tao Group Hospitality | ||||
Business Acquisition [Line Items] | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 15.00% | 18.00% |
Revenue Recognition - Overview
Revenue Recognition - Overview (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |||||
Revenue Not from Contract with Customer, Other | $ 29,196 | $ 2,334 | $ 31,512 | $ 3,082 | |
Accounts Receivable, Allowance for Credit Loss, Current | $ 5,925 | 5,925 | $ 6,449 | ||
Provision for Other Credit Losses | 1,236 | ||||
Financing Receivable, Allowance for Credit Loss, Writeoff | $ (1,760) |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | $ 487,243 | $ 166,418 | $ 779,437 | $ 336,217 | ||||
Inter-segment eliminations | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | (8,238) | (647) | (8,904) | (2,240) | ||||
Entertainment | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 218,414 | 10,335 | 250,337 | 17,143 | ||||
MSG Networks | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 159,981 | 146,239 | 301,454 | 303,602 | ||||
Tao Group Hospitality | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 117,086 | 10,491 | 236,550 | 17,712 | ||||
Ticketing and Venue License Fee Revenues [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [1] | 109,141 | 968 | 125,977 | 1,698 | |||
Ticketing and Venue License Fee Revenues [Member] | Inter-segment eliminations | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [1] | 0 | 0 | 0 | 0 | |||
Ticketing and Venue License Fee Revenues [Member] | Entertainment | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [1] | 109,141 | 968 | 125,977 | 1,698 | |||
Ticketing and Venue License Fee Revenues [Member] | MSG Networks | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [1] | 0 | 0 | 0 | 0 | |||
Ticketing and Venue License Fee Revenues [Member] | Tao Group Hospitality | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [1] | 0 | 0 | 0 | 0 | |||
Sponsorship and Signage, Suite and Advertising Commission Revenues [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [2] | 63,096 | 8,526 | 73,499 | 12,958 | |||
Sponsorship and Signage, Suite and Advertising Commission Revenues [Member] | Inter-segment eliminations | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [2] | (7,506) | (604) | (7,916) | (2,031) | |||
Sponsorship and Signage, Suite and Advertising Commission Revenues [Member] | Entertainment | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [2] | 70,602 | 9,130 | 81,415 | 14,989 | |||
Sponsorship and Signage, Suite and Advertising Commission Revenues [Member] | MSG Networks | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [2] | 0 | 0 | 0 | 0 | |||
Sponsorship and Signage, Suite and Advertising Commission Revenues [Member] | Tao Group Hospitality | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [2] | 0 | 0 | 0 | 0 | |||
Revenues from Entertainment Dining and Nightlife Offerings [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [3] | 116,354 | 10,448 | 235,562 | 17,503 | |||
Revenues from Entertainment Dining and Nightlife Offerings [Member] | Inter-segment eliminations | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [3] | (732) | (43) | (988) | (209) | |||
Revenues from Entertainment Dining and Nightlife Offerings [Member] | Entertainment | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [3] | 0 | 0 | 0 | 0 | |||
Revenues from Entertainment Dining and Nightlife Offerings [Member] | MSG Networks | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [3] | 0 | 0 | 0 | 0 | |||
Revenues from Entertainment Dining and Nightlife Offerings [Member] | Tao Group Hospitality | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [3] | 117,086 | 10,491 | 236,550 | 17,712 | |||
Food, Beverage and Merchandise Revenues [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 37,765 | 0 | 41,688 | 0 | ||||
Food, Beverage and Merchandise Revenues [Member] | Inter-segment eliminations | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 0 | 0 | 0 | 0 | ||||
Food, Beverage and Merchandise Revenues [Member] | Entertainment | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 37,765 | 0 | 41,688 | 0 | ||||
Food, Beverage and Merchandise Revenues [Member] | MSG Networks | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 0 | 0 | 0 | 0 | ||||
Food, Beverage and Merchandise Revenues [Member] | Tao Group Hospitality | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 0 | 0 | 0 | 0 | ||||
Media Networks Revenue | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [4] | 159,981 | 146,239 | 301,454 | 303,602 | |||
Media Networks Revenue | Inter-segment eliminations | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [4] | 0 | 0 | 0 | 0 | |||
Media Networks Revenue | Entertainment | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [4] | 0 | 0 | 0 | 0 | |||
Media Networks Revenue | MSG Networks | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [4] | 159,981 | 146,239 | 301,454 | 303,602 | |||
Media Networks Revenue | Tao Group Hospitality | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [4] | 0 | 0 | 0 | 0 | |||
Other [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 906 | 237 | 1,257 | 456 | ||||
Other [Member] | Inter-segment eliminations | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 0 | 0 | 0 | 0 | ||||
Other [Member] | Entertainment | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 906 | 237 | 1,257 | 456 | ||||
Other [Member] | MSG Networks | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 0 | 0 | 0 | 0 | ||||
Other [Member] | Tao Group Hospitality | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 0 | 0 | 0 | 0 | ||||
Transferred at Point in Time [Member] | Event-related and entertainment dining and nightlife offerings [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [5] | 263,060 | 10,137 | 393,585 | 16,525 | |||
Transferred at Point in Time [Member] | Event-related and entertainment dining and nightlife offerings [Member] | Inter-segment eliminations | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [5] | (657) | (43) | (838) | (43) | |||
Transferred at Point in Time [Member] | Event-related and entertainment dining and nightlife offerings [Member] | Entertainment | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [5] | 155,476 | 1,001 | 177,492 | 1,729 | |||
Transferred at Point in Time [Member] | Event-related and entertainment dining and nightlife offerings [Member] | MSG Networks | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [5] | 0 | 0 | 0 | 0 | |||
Transferred at Point in Time [Member] | Event-related and entertainment dining and nightlife offerings [Member] | Tao Group Hospitality | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [5] | 108,241 | 9,179 | 216,931 | 14,839 | |||
Transferred at Point in Time [Member] | Other [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [6] | 15,246 | 4,010 | 28,696 | 8,186 | |||
Transferred at Point in Time [Member] | Other [Member] | Inter-segment eliminations | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [6] | (7,060) | (625) | (7,545) | (1,986) | |||
Transferred at Point in Time [Member] | Other [Member] | Entertainment | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [6] | 11,959 | 3,270 | 14,889 | 6,890 | |||
Transferred at Point in Time [Member] | Other [Member] | MSG Networks | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 1,992 | 467 | [6] | 2,358 | [6] | 895 | ||
Transferred at Point in Time [Member] | Other [Member] | Tao Group Hospitality | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 8,355 | [6] | 898 | [6] | 18,994 | [6] | 2,387 | |
Transferred over Time [Member] | Sponsorship, signage and suite licenses [Member] | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [7] | 52,735 | 6,907 | 60,483 | 9,491 | |||
Transferred over Time [Member] | Sponsorship, signage and suite licenses [Member] | Inter-segment eliminations | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [7] | (521) | 21 | (521) | (211) | |||
Transferred over Time [Member] | Sponsorship, signage and suite licenses [Member] | Entertainment | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [7] | 50,979 | 6,064 | 57,956 | 8,524 | |||
Transferred over Time [Member] | Sponsorship, signage and suite licenses [Member] | Entertainment | Inter-segment eliminations | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | 6,985 | 624 | 7,395 | 1,819 | ||||
Transferred over Time [Member] | Sponsorship, signage and suite licenses [Member] | MSG Networks | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [7] | 1,787 | 408 | 2,423 | 692 | |||
Transferred over Time [Member] | Sponsorship, signage and suite licenses [Member] | Tao Group Hospitality | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [7] | 490 | 414 | 625 | 486 | |||
Transferred over Time [Member] | Media Networks Affiliation and Advertising | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [8] | 156,202 | 145,364 | 296,673 | 302,015 | |||
Transferred over Time [Member] | Media Networks Affiliation and Advertising | Inter-segment eliminations | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [8] | 0 | 0 | 0 | 0 | |||
Transferred over Time [Member] | Media Networks Affiliation and Advertising | Entertainment | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [8] | 0 | 0 | 0 | 0 | |||
Transferred over Time [Member] | Media Networks Affiliation and Advertising | MSG Networks | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [8] | 156,202 | 145,364 | 296,673 | 302,015 | |||
Transferred over Time [Member] | Media Networks Affiliation and Advertising | Tao Group Hospitality | Operating Segments | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Revenue from Contract with Customer | [8] | $ 0 | $ 0 | $ 0 | $ 0 | |||
[1] | Amounts include ticket sales, including other ticket-related revenue, and venue license fees from the Company’s events such as (i) concerts, (ii) the presentation of the Christmas Spectacular, and (iii) other live entertainment and sporting events. | |||||||
[2] | Amounts include (i) revenues from sponsorship sales and representation agreements with MSG Sports and (ii) advertising commission revenues recognized by the Entertainment segment from the MSG Networks segment of $6,985 and $7,395 for the three and six months ended December 31, 2021, respectively, and $624 and $1,819 for the three and six months ended December 31, 2020, respectively, that are eliminated in consolidation. | |||||||
[3] | Primarily consist of revenues from (i) entertainment dining and nightlife offerings and (ii) venue management agreements. | |||||||
[4] | Primarily consist of affiliation fees from Distributors and, to a lesser extent, advertising revenues through the sale of commercial time and other advertising inventory during MSG Networks programming. | |||||||
[5] | Consists of (i) ticket sales and other ticket-related revenues, (ii) Tao Group Hospitality’s entertainment dining and nightlife offerings, (iii) venue license fees from third-party promoters, and (iv) food, beverage and merchandise sales. Event-related revenues and entertainment dining and nightlife offerings are recognized at a point in time. As such, these revenues have been included in the same category in the table above. | |||||||
[6] | Primarily consists of (i) revenues from sponsorship sales and representation agreements with MSG Sports, (ii) Tao Group Hospitality’s managed venue revenues, and (iii) advertising commission revenues recognized by the Entertainment segment from the MSG Networks segment of $6,985 and $7,395 for the three and six months ended December 31, 2021, respectively, and $624 and $1,819 for the three and six months ended December 31, 2020, respectively, that are eliminated in consolidation. | |||||||
[7] | See Note 4 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K for further details on the pattern of recognition of sponsorship, signage and suite license revenues. | |||||||
[8] | See “ — Note 2. Accounting Policies — Summary of Significant Accounting Policies — Revenue Recognition — Media Affiliation Fee and Advertising Revenues” for further details on the pattern of recognition of Media affiliation fee and advertising revenues in the MSG Networks segment. |
Revenue Recognition - Contract
Revenue Recognition - Contract Balances (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2021 | ||
Contract Assets and Liabilities [Line Items] | |||
Contract with Customer, Deferred Revenue, Revenue Recognized | $ 86,108 | ||
Accounts Receivable and Related Party Receivables [Member] | |||
Contract Assets and Liabilities [Line Items] | |||
Contracts with customers, assets, net | [1] | 195,945 | $ 185,112 |
Other Current Assets [Member] | |||
Contract Assets and Liabilities [Line Items] | |||
Contracts with customers, assets, net | [2] | 10,204 | 7,052 |
Other Assets | |||
Contract Assets and Liabilities [Line Items] | |||
Contracts with customers, assets, net | [2] | 296 | 87 |
Deferred Revenue and Other Liabilities [Member] | |||
Contract Assets and Liabilities [Line Items] | |||
Deferred revenue, including non-current portion | [3] | 257,054 | 210,187 |
Affiliated Entities [Member] | Net related party receivables [Member] | |||
Contract Assets and Liabilities [Line Items] | |||
Contracts with customers, assets, net | [1] | $ 11,239 | $ 4,848 |
[1] | Receivables from contracts with customers, which are reported in Accounts receivable, net and Net related party receivables in the Company’s consolidated balance sheets, represent the Company’s unconditional rights to consideration under its contracts with customers. As of December 31, 2021 and June 30, 2021, the Company’s receivables from contracts with customers above included $11,239 and $4,848, respectively, related to various related parties. See Note 18 for further details on related party arrangements. | ||
[2] | Contract assets, which are reported as Other current assets or Other assets (non-current portion) in the Company’s consolidated balance sheets, primarily relate to the Company’s rights to consideration for goods or services transferred to customers, for which the Company does not have an unconditional right to bill as of the reporting date. Contract assets are transferred to accounts receivable once the Company’s right to consideration becomes unconditional. | ||
[3] | Deferred revenue primarily relates to the Company’s receipt of consideration from customers in advance of the Company’s transfer of goods or services to those customers. Deferred revenue is reduced and the related revenue is recognized once the underlying goods or services are transferred to a customer. Revenue recognized for the six months ended December 31, 2021 relating to the contract liability balance (primarily deferred revenue) as of June 30, 2021 was $86,108. |
Revenue Recognition - Remaining
Revenue Recognition - Remaining Performance Obligation (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 690,305 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 114,338 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 170,402 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 143,572 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 101,341 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 72,543 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 88,109 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Computation of Earnings (Loss_3
Computation of Earnings (Loss) per Common Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Weighted-average shares for basic EPS | [1] | 34,278 | 34,021 | 34,186 | 33,961 |
Dilutive effect of shares issuable under share-based compensation plans | [1] | 158 | 0 | 0 | 0 |
Weighted-average shares for diluted EPS | 34,436 | 34,021 | 34,186 | 33,961 | |
Weighted-average anti-dilutive shares | [2] | 668 | 0 | 0 | 0 |
Stock options | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Weighted-average anti-dilutive shares | 630 | ||||
[1] | For the three months ended December 31, 2020 and six months ended December 31, 2021 and 2020, all restricted stock units and stock options were excluded from the above table because the Company reported a net loss for the periods presented and, therefore, their impact on reported loss per share would have been antidilutive. See Note 15 for further detail. | ||||
[2] | For the three months ended December 31, 2021, weighted-average anti-dilutive shares primarily consisted of approximately 630 units of stock options and were excluded in the calculation of diluted earnings per share because their effect would have been anti-dilutive. An anti-dilutive option exists when the average stock price for the period is less than the exercise price of the option. |
Cash, Cash Equivalents and Re_3
Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | |
Cash, Cash Equivalents and Restricted Cash [Abstract] | |||||
Cash and cash equivalents | $ 1,258,105 | $ 1,516,992 | $ 1,735,012 | $ 1,103,392 | |
Restricted cash | [1] | 23,914 | 22,984 | 26,207 | 17,749 |
Cash, cash equivalents and restricted cash on the consolidated statements of cash flows | $ 1,282,019 | $ 1,539,976 | $ 1,761,219 | $ 1,121,141 | |
[1] | See Note 2 to the Company’s audited consolidated and combined financial statements and notes thereto for the year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K for more information regarding the nature of restricted cash. |
Investments in Nonconsolidate_4
Investments in Nonconsolidated Affiliates (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 | |
Schedule of Investments [Line Items] | |||
Investments | $ 46,412 | $ 49,221 | |
Equity Method Investments [Member] | SACO [Member] | |||
Schedule of Investments [Line Items] | |||
Ownership Percentage | 30.00% | 30.00% | |
Investments | $ 33,731 | $ 36,265 | |
Equity Method Investments [Member] | Other Equity Method Investee [Member] | |||
Schedule of Investments [Line Items] | |||
Investments | 5,674 | 6,204 | |
Equity Securities Investment Without Readily Determinable Fair Value [Member] | Other Investees [Member] | |||
Schedule of Investments [Line Items] | |||
Investments | [1] | $ 7,007 | $ 6,752 |
[1] | In accordance with the ASC Topic 321, Investments - Equity Securities, the Company applies the measurement alternative to its equity investments without readily determinable fair values. Under the measurement alternative, equity securities without readily determinable fair values are accounted for at cost, adjusted for impairment and changes resulting from observable price fluctuations in orderly transactions for the identical or a similar investment of the same issuer. For the three and six months ended December 31, 2021 and 2020, the Company did not have impairment charges or change in carrying value recorded to its equity securities without readily determinable fair values. |
Investments in Nonconsolidate_5
Investments in Nonconsolidated Affiliates - Equity Investment with Readily Determinable Fair Value (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Debt and Equity Securities, FV-NI [Line Items] | |||||
Cost of equity investment with readily determinable fair value | $ 29,258 | $ 29,258 | $ 29,258 | ||
Equity Securities, FV-NI | 66,649 | 66,649 | $ 86,264 | ||
Unrealized gain (loss) | (19,615) | $ 26,431 | |||
Total gain (loss) | (17,155) | $ (7,227) | (19,615) | 26,431 | |
Proceeds from sale of equity securities | 0 | 20,583 | |||
Townsquare [Member] | |||||
Debt and Equity Securities, FV-NI [Line Items] | |||||
Unrealized gain (loss) | $ 834 | 6,416 | $ 1,861 | 7,026 | |
Townsquare [Member] | Common Stock | |||||
Debt and Equity Securities, FV-NI [Line Items] | |||||
Investment Owned, Balance, Shares | 3,208 | 3,208 | |||
Townsquare [Member] | Common Stock | Common Class A [Member] | |||||
Debt and Equity Securities, FV-NI [Line Items] | |||||
Investment Owned, Balance, Shares | 583 | 583 | 583 | ||
Cost of equity investment with readily determinable fair value | $ 4,221 | $ 4,221 | $ 4,221 | ||
Equity Securities, FV-NI | $ 7,773 | $ 7,773 | $ 7,435 | ||
Townsquare [Member] | Common Stock | Common Class C | |||||
Debt and Equity Securities, FV-NI [Line Items] | |||||
Investment Owned, Balance, Shares | 2,625 | 2,625 | 2,625 | ||
Cost of equity investment with readily determinable fair value | $ 19,001 | $ 19,001 | $ 19,001 | ||
Equity Securities, FV-NI | 34,992 | 34,992 | $ 33,469 | ||
Draftkings [Member] | |||||
Debt and Equity Securities, FV-NI [Line Items] | |||||
Unrealized gain (loss) | (17,989) | (10,984) | (21,476) | 22,064 | |
Realized gain (loss) | $ 0 | $ (2,659) | $ 0 | $ (2,659) | |
Draftkings [Member] | Common Class A [Member] | |||||
Debt and Equity Securities, FV-NI [Line Items] | |||||
Investment Owned, Balance, Shares | 869 | 869 | 869 | ||
Cost of equity investment with readily determinable fair value | $ 6,036 | $ 6,036 | $ 6,036 | ||
Equity Securities, FV-NI | $ 23,884 | $ 23,884 | $ 45,360 | ||
Draftkings [Member] | Common Stock | |||||
Debt and Equity Securities, FV-NI [Line Items] | |||||
Investment Owned, Balance, Shares | 869 | 869 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | ||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment | $ 3,411,575 | $ 3,411,575 | $ 3,040,833 | ||||
Less accumulated depreciation and amortization | (936,882) | (936,882) | (884,541) | ||||
Property and equipment, net | 2,474,693 | 2,474,693 | 2,156,292 | ||||
Capital expenditures incurred but not yet paid | 154,131 | $ 79,478 | |||||
Other Accrued Liabilities, Current | 268,135 | 268,135 | 210,749 | ||||
Depreciation | 26,100 | $ 21,928 | 51,221 | 46,589 | |||
Impairment of long lived assets held for use | $ 7,818 | ||||||
Land [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment | 148,919 | 148,919 | 150,750 | ||||
Building [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment | 997,216 | 997,216 | 996,295 | ||||
Equipment [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment | 414,243 | 414,243 | 405,835 | ||||
Air Transportation Equipment [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment | 38,090 | 38,090 | 38,090 | ||||
Furniture and Fixtures [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment | 38,806 | 38,806 | 40,660 | ||||
Leasehold Improvements [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment | 227,349 | 227,349 | 214,678 | ||||
Leasehold Improvements [Member] | Property, Plant and Equipment [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Impairment of long lived assets held for use | $ 3,269 | ||||||
Construction in Progress [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property and equipment | [1] | 1,546,952 | 1,546,952 | 1,194,525 | |||
Capital expenditures incurred but not yet paid | 10,600 | $ 7,566 | 19,926 | $ 7,911 | |||
Property, Plant and Equipment, Other Types [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Other Accrued Liabilities, Current | $ 154,131 | $ 154,131 | $ 106,990 | ||||
[1] | Interest is capitalized during the construction period for significant long term construction projects. The Company capitalizes interest within the Entertainment segment in connection with the construction of MSG Sphere in Las Vegas. For the three and six months ended December 31, 2021, the company capitalized $10,600 and $19,926 of interest, respectively. As disclosed on the Company’s Form 10-K/A filed on February 9, 2022 for the Fiscal Year 2021, the Company determined that the application of ASC Topic 835-20 (Capitalization of Interest) required that a portion of the interest incurred under the Company’s credit facilities should have been capitalized during the periods that the Company had been capitalizing costs related to MSG Sphere at the Venetian (the “accounting error”), which capitalization of such costs began in 2017. As a result, the previously reported consolidated statements of operation of the Company for the three and six months ended December 31, 2020 have been revised to correct this immaterial accounting error by decreasing the Company’s previously reported interest expense by $7,566 and $7,911, respectively. |
Leases (Lease term) (Details)
Leases (Lease term) (Details) | 6 Months Ended |
Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |
Option to extend | In certain instances, leases include options to renew, with varying option terms in each case. The exercise of lease renewal options is generally at the Company’s discretion and is considered in the Company’s assessment of the respective lease term. |
Covenant | The Company’s lease agreements do not contain material residual value guarantees or material restrictive covenants. |
Minimum [Member] | |
Lessee, Lease, Description [Line Items] | |
Term of contract | 3 months 18 days |
Maximum [Member] | |
Lessee, Lease, Description [Line Items] | |
Term of contract | 20 years 1 month 6 days |
MSG Sphere [Member] | |
Lessee, Lease, Description [Line Items] | |
After tax cash flow in excess of objective, percent | 25.00% |
Ground lease, term | 50 years |
Leases (Assets and Liabilities
Leases (Assets and Liabilities Recognized) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 |
Lessee, Lease, Description [Line Items] | ||
Right-of-use lease assets | $ 470,253 | $ 280,579 |
Operating lease liabilities, current | 65,663 | 73,423 |
Operating lease liabilities, noncurrent | 450,019 | 233,556 |
Total lease liabilities | 515,682 | 306,979 |
Right of Use Lease Assets [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Right-of-use lease assets | 470,253 | 280,579 |
Current portion of right-of-use lease liabilities [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease liabilities, current | 65,663 | 73,423 |
Long-term right-of-use lease liabilities [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease liabilities, noncurrent | $ 450,019 | $ 233,556 |
Leases (Costs incurred in the p
Leases (Costs incurred in the period) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||||
Lease, cost | $ 19,068 | $ 13,285 | $ 38,225 | $ 26,484 |
Direct Operating Expenses [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, cost | 10,324 | 6,545 | 21,960 | 12,952 |
Variable lease, cost (benefits) | 1,006 | 315 | 2,092 | 591 |
Selling, General and Administrative Expenses [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, cost | 7,723 | 6,410 | 14,144 | 12,903 |
Variable lease, cost (benefits) | $ 15 | $ 15 | $ 29 | $ 38 |
Leases (Supplemental Informatio
Leases (Supplemental Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lease, Lessee, Supplemental Information [Line Items] | ||||
Operating lease, payments | $ 30,282 | $ 28,261 | ||
Right-of-use asset obtained in exchange for operating lease liability | 321,863 | |||
Proceeds from tenant incentives | $ 12,800 | |||
Operating Lease, Impairment Loss | $ 4,549 | |||
Gain from extinguishments and lease modifications | $ 5,900 | |||
Weighted average remaining lease term | 12 years 2 months 12 days | 12 years 2 months 12 days | ||
Weighted average discount rate, percent | 6.41% | 6.41% | ||
Operating lease, assumptions and judgments, discount rate | the Company’s estimated incremental borrowing rate, assuming a secured borrowing, based on the remaining lease term at the time of either (i) adoption of the standard, (ii) upon entering a new lease or (iii) the period in which the lease term expectation was modified. |
Leases (Remaining liabilities)
Leases (Remaining liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 |
Leases [Abstract] | ||
Fiscal Year 2022 (remainder) | $ 28,220 | |
Fiscal Year 2023 | 78,709 | |
Fiscal Year 2024 | 80,196 | |
Fiscal Year 2025 | 57,624 | |
Fiscal Year 2026 | 34,293 | |
Thereafter | 479,386 | |
Total lease payments | 758,428 | |
Less imputed interest | 242,746 | |
Total lease liabilities | 515,682 | $ 306,979 |
Lessee, Lease, Description [Line Items] | ||
Fiscal Year 2022 (remainder) | 28,220 | |
Fiscal Year 2023 | 78,709 | |
Fiscal Year 2024 | 80,196 | |
Fiscal Year 2025 | 57,624 | |
Fiscal Year 2026 | 34,293 | |
Thereafter | 479,386 | |
Total lease payments | 758,428 | |
Renovated Space, Twenty Year Term | ||
Leases [Abstract] | ||
Fiscal Year 2022 (remainder) | 0 | |
Fiscal Year 2023 | 0 | |
Fiscal Year 2024 | 0 | |
Fiscal Year 2025 | 10,121 | |
Fiscal Year 2026 | 19,023 | |
Thereafter | 1,026,207 | |
Total lease payments | 1,055,351 | |
Lessee, Lease, Description [Line Items] | ||
Fiscal Year 2022 (remainder) | 0 | |
Fiscal Year 2023 | 0 | |
Fiscal Year 2024 | 0 | |
Fiscal Year 2025 | 10,121 | |
Fiscal Year 2026 | 19,023 | |
Thereafter | 1,026,207 | |
Total lease payments | $ 1,055,351 |
Leases (Lessor Arrangements) (D
Leases (Lessor Arrangements) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
MSG Sports | The Garden [Member] | ||||
Lessor, Lease, Description [Line Items] | ||||
Operating Lease, Lease Income | $ 27,854 | $ 1,585 | $ 29,182 | $ 1,585 |
Other Related Parties and Third Parties | ||||
Lessor, Lease, Description [Line Items] | ||||
Operating Lease, Lease Income | $ 1,342 | $ 749 | $ 2,330 | $ 1,497 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Carrying Amount of Goodwill By Reportable Segment) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2021 | Jun. 30, 2021 | Apr. 27, 2021 | |
Goodwill [Line Items] | ||||
Goodwill | $ 500,181,000 | $ 502,195,000 | ||
Goodwill, Other Increase (Decrease) | (2,014,000) | |||
Hakkasan | Noncontrolling Interest [Member] | Change In Ownership | ||||
Goodwill [Line Items] | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | $ (7,500,000) | (7,500,000) | ||
Hakkasan | Goodwill | Change In Ownership | ||||
Goodwill [Line Items] | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | (480,000) | (480,000) | ||
Hakkasan | Goodwill | Other Measurement Period Adjustments | ||||
Goodwill [Line Items] | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | (1,534,000) | (1,534,000) | ||
Hakkasan | Other Intangible Assets [Member] | Change In Ownership | ||||
Goodwill [Line Items] | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | (7,020,000) | (7,020,000) | ||
Hakkasan | Accrued Liabilities | Other Measurement Period Adjustments | ||||
Goodwill [Line Items] | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustments Related to Previous Period | 1,534,000 | 1,534,000 | ||
Entertainment | ||||
Goodwill [Line Items] | ||||
Goodwill | 74,309,000 | 74,309,000 | ||
Goodwill, Other Increase (Decrease) | 0 | |||
MSG Networks | ||||
Goodwill [Line Items] | ||||
Goodwill | 424,508,000 | 424,508,000 | ||
Goodwill, Other Increase (Decrease) | 0 | |||
Tao Group Hospitality | ||||
Goodwill [Line Items] | ||||
Goodwill | 1,364,000 | $ 3,378,000 | ||
Goodwill, Other Increase (Decrease) | $ (2,014,000) | |||
Goodwill, Impairment Loss | $ 0 | |||
Tao Group Hospitality | Hakkasan | Hakkasan Parent | ||||
Goodwill [Line Items] | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 15.00% | 18.00% |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Schedule of Indefinite-Lived Intangible Assets) (Details) - USD ($) | 3 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2021 | Jun. 30, 2021 | |
Indefinite-lived Intangible Assets by Major Class [Line Items] | |||
Indefinite-lived Intangible Assets (Excluding Goodwill) | $ 63,801,000 | $ 63,801,000 | |
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 0 | ||
Trademarks [Member] | |||
Indefinite-lived Intangible Assets by Major Class [Line Items] | |||
Indefinite-lived Intangible Assets (Excluding Goodwill) | 61,881,000 | 61,881,000 | |
Photographic related rights [Member] | |||
Indefinite-lived Intangible Assets by Major Class [Line Items] | |||
Indefinite-lived Intangible Assets (Excluding Goodwill) | $ 1,920,000 | $ 1,920,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Schedule of Intangible Assets Subject To Amortization) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable Intangible Assets,Gross | $ 303,437 | $ 311,041 |
Amortizable Intangible Assets, Accumulated Amortization | (121,431) | (112,767) |
Amortizable Intangible Assets, Net | 182,006 | 198,274 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable Intangible Assets,Gross | 113,333 | 121,000 |
Amortizable Intangible Assets, Accumulated Amortization | (28,292) | (25,605) |
Amortizable Intangible Assets, Net | 85,041 | 95,395 |
Venue Management Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable Intangible Assets,Gross | 85,763 | 85,700 |
Amortizable Intangible Assets, Accumulated Amortization | (20,572) | (17,518) |
Amortizable Intangible Assets, Net | 65,191 | 68,182 |
Alffiliate relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable Intangible Assets,Gross | 83,044 | 83,044 |
Amortizable Intangible Assets, Accumulated Amortization | (57,951) | (56,221) |
Amortizable Intangible Assets, Net | 25,093 | 26,823 |
Non-compete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable Intangible Assets,Gross | 9,000 | 9,000 |
Amortizable Intangible Assets, Accumulated Amortization | (7,696) | (6,913) |
Amortizable Intangible Assets, Net | 1,304 | 2,087 |
Festival Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable Intangible Assets,Gross | 8,080 | 8,080 |
Amortizable Intangible Assets, Accumulated Amortization | (2,966) | (2,696) |
Amortizable Intangible Assets, Net | 5,114 | 5,384 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable Intangible Assets,Gross | 4,217 | 4,217 |
Amortizable Intangible Assets, Accumulated Amortization | (3,954) | (3,814) |
Amortizable Intangible Assets, Net | $ 263 | $ 403 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Amortization Expense - Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of Intangible Assets | $ 4,433 | $ 3,749 | $ 8,742 | $ 7,498 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, to be Paid, Year One | $ 276,707 |
Contractual Obligation, to be Paid, Year Two | 273,370 |
Contractual Obligation, to be Paid, Year Three | 253,485 |
Contractual Obligation, to be Paid, Year Four | 246,013 |
Contractual Obligation, to be Paid, Year Five | 249,584 |
Contractual Obligation, to be Paid, after Year Five | 2,347,091 |
Contractual Obligation | $ 3,646,250 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Assets Measured on Recurring Basis) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 | |
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total assets measured at fair value | $ 1,174,417 | $ 1,447,993 | |
Money Market Funds And Time Deposits | Level I [Member] | Cash and Cash Equivalents | |||
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total assets measured at fair value | [1] | 1,107,768 | 1,361,729 |
Equity Securities With Readily Determinable Fair Values [Member] | Level I [Member] | Other Assets [Member] | |||
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Total assets measured at fair value | [2] | $ 66,649 | $ 86,264 |
[1] | The carrying amount of the Company’s cash equivalents in money market accounts and time deposits approximate fair value due to their short-term maturities. | ||
[2] | See Note 7 for more information on the Company’s equity investments with readily determinable fair value in Townsquare and DraftKings. |
Fair Value Measurements (Sche_2
Fair Value Measurements (Schedule of Financial Instruments) (Details) - USD ($) | Oct. 11, 2019 | May 23, 2019 | Nov. 30, 2020 | Dec. 31, 2021 | Jun. 30, 2021 | Sep. 28, 2015 | |
Debt [Member] | MSG Networks Term Loan Facility | |||||||
Liabilities [Abstract] | |||||||
Carrying Value | [1] | $ 1,023,000,000 | $ 1,047,750,000 | ||||
Fair Value | [1] | 1,012,770,000 | 1,042,510,000 | ||||
Debt [Member] | National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | |||||||
Liabilities [Abstract] | |||||||
Carrying Value | [1] | 643,500,000 | 646,750,000 | ||||
Fair Value | [1] | 658,783,000 | 669,386,000 | ||||
Debt [Member] | TAO 2019 Senior Credit Agreement [Member] | |||||||
Liabilities [Abstract] | |||||||
Carrying Value | [1] | 26,250,000 | 43,750,000 | ||||
Fair Value | [1] | $ 26,315,000 | $ 43,851,000 | ||||
Secured Debt [Member] | Tao Group Hospitality | |||||||
Liabilities [Abstract] | |||||||
Face amount | $ 40,000,000 | ||||||
Debt instrument term | 5 years | ||||||
Secured Debt [Member] | MSG Networks | |||||||
Liabilities [Abstract] | |||||||
Face amount | $ 1,100,000,000 | $ 1,550,000,000 | |||||
Debt instrument term | 5 years | ||||||
Secured Debt [Member] | National Properties | |||||||
Liabilities [Abstract] | |||||||
Face amount | $ 650,000,000 | ||||||
Debt instrument term | 5 years | ||||||
Revolving Credit Facility [Member] | Tao Group Hospitality | |||||||
Liabilities [Abstract] | |||||||
Face amount | $ 25,000,000 | ||||||
Debt instrument term | 5 years | ||||||
Revolving Credit Facility [Member] | MSG Networks | |||||||
Liabilities [Abstract] | |||||||
Face amount | $ 250,000,000 | $ 250,000,000 | |||||
Debt instrument term | 5 years | ||||||
[1] | On October 11, 2019, MSGN Holdings, L.P., certain MSGN Holdings, L.P. subsidiaries and certain MSG Networks Inc. subsidiaries entered into an amended and restated credit facility consisting of a $1,100,000 five-year term loan facility and a $250,000 five-year revolving credit facility. On May 23, 2019, Tao Group Intermediate Holdings LLC and Tao Group Operating LLC entered into a $40,000 five-year term loan facility and a $25,000 five-year term revolving facility. In November 2020, MSG National Properties and certain subsidiaries of the Company entered into the National Properties Term Loan Facility, providing a five-year $650,000 term loan facility. The Company’s long-term debt is classified within Level II of the fair value hierarchy as it is valued using quoted indices of similar securities for which the inputs are readily observable. See Note 13 for more information and outstanding balances on this long-term debt. |
Credit Facilities - MSG Network
Credit Facilities - MSG Networks Narrative (Details) - USD ($) | 6 Months Ended | ||||||
Dec. 31, 2021 | Jun. 30, 2021 | Aug. 06, 2020 | Oct. 11, 2019 | May 23, 2019 | Sep. 28, 2015 | ||
TAO 2019 Senior Credit Agreement [Member] | Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Carrying Value | [1] | $ 26,250,000 | $ 43,750,000 | ||||
Long-term Debt, Outstanding | $ 26,250,000 | ||||||
TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | Measurement Input, Leverage Ratio [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Measurement Input | 4 | ||||||
MSG Networks Credit Facilities | Measurement Input, Leverage Ratio [Member] | Incremental adjustment | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Measurement Input | 6 | ||||||
MSG Networks Credit Facilities | Maximum [Member] | Measurement Input, Leverage Ratio [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Measurement Input | 5.50 | ||||||
MSG Networks Credit Facilities | Minimum [Member] | Measurement Input, Interest Coverage Ratio | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Measurement Input | 2 | ||||||
MSG Networks Term Loan Facility | Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Carrying Value | [1] | $ 1,023,000,000 | $ 1,047,750,000 | ||||
Long-term Debt, Outstanding | $ 1,023,000,000 | ||||||
MSG Networks | MSG Networks Credit Facilities | Measurement Input, Default Rate | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 2.00% | ||||||
MSG Networks | MSG Networks Credit Facilities | Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt, term | 5 years | ||||||
Letters of credit outstanding, amount | $ 0 | ||||||
MSG Networks | MSG Networks Credit Facilities | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Commitment fee percentage | 0.30% | ||||||
MSG Networks | MSG Networks Credit Facilities | Maximum [Member] | Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Letters of credit outstanding, amount | $ 35,000,000 | ||||||
MSG Networks | MSG Networks Credit Facilities | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Commitment fee percentage | 0.225% | ||||||
MSG Networks | MSG Networks Credit Facilities | Base Rate [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.25% | ||||||
MSG Networks | MSG Networks Credit Facilities | Base Rate [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.25% | ||||||
MSG Networks | MSG Networks Credit Facilities | Eurocurrency Rate [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.25% | ||||||
MSG Networks | MSG Networks Credit Facilities | Eurocurrency Rate [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.25% | ||||||
Tao Group Hospitality | TAO 2019 Senior Credit Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Commitment fee percentage | 0.50% | ||||||
Long-term debt, percentage bearing variable interest rate, percentage rate | 2.61% | ||||||
Tao Group Hospitality | TAO 2019 Senior Credit Agreement [Member] | Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $ 25,000,000 | $ 25,000,000 | |||||
Long-term debt, term | 5 years | ||||||
Letters of credit outstanding, amount | $ 750,000 | ||||||
Tao Group Hospitality | TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Letters of credit outstanding, amount | $ 5,000,000 | ||||||
Tao Group Hospitality | TAO 2019 Senior Credit Agreement [Member] | Base Rate [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.50% | ||||||
Tao Group Hospitality | TAO 2019 Senior Credit Agreement [Member] | Base Rate [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.50% | ||||||
Tao Group Hospitality | TAO 2019 Senior Credit Agreement [Member] | Eurocurrency Rate [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 3.50% | ||||||
Tao Group Hospitality | TAO 2019 Senior Credit Agreement [Member] | Eurocurrency Rate [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.50% | ||||||
Secured Debt [Member] | MSG Networks | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | 1,100,000,000 | $ 1,550,000,000 | |||||
Long-term debt, percentage bearing variable interest rate, percentage rate | 1.60% | ||||||
Secured Debt [Member] | Tao Group Hospitality | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | 40,000,000 | ||||||
Revolving Credit Facility [Member] | MSG Networks | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $ 250,000,000 | $ 250,000,000 | |||||
Long-term Debt, Outstanding | $ 0 | ||||||
Revolving Credit Facility [Member] | Tao Group Hospitality | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $ 25,000,000 | ||||||
[1] | On October 11, 2019, MSGN Holdings, L.P., certain MSGN Holdings, L.P. subsidiaries and certain MSG Networks Inc. subsidiaries entered into an amended and restated credit facility consisting of a $1,100,000 five-year term loan facility and a $250,000 five-year revolving credit facility. On May 23, 2019, Tao Group Intermediate Holdings LLC and Tao Group Operating LLC entered into a $40,000 five-year term loan facility and a $25,000 five-year term revolving facility. In November 2020, MSG National Properties and certain subsidiaries of the Company entered into the National Properties Term Loan Facility, providing a five-year $650,000 term loan facility. The Company’s long-term debt is classified within Level II of the fair value hierarchy as it is valued using quoted indices of similar securities for which the inputs are readily observable. See Note 13 for more information and outstanding balances on this long-term debt. |
Credit Facilities - National Pr
Credit Facilities - National Properties Narrative (Details) | Nov. 12, 2020USD ($) | Dec. 31, 2021USD ($) | Nov. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Aug. 06, 2020USD ($) | May 23, 2019USD ($) | |
Loans Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Outstanding | $ 1,692,750,000 | ||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Carrying Value | [1] | $ 643,500,000 | $ 646,750,000 | ||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Loans Payable [Member] | Debt Instrument, Redemption, Period One | |||||||
Debt Instrument [Line Items] | |||||||
Prepayment premium, period following the facility's effective date | 18 months | ||||||
Prepayment premium, percentage of principal amount prepaid | 2.00% | ||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Loans Payable [Member] | Debt Instrument, Redemption, Period Two | |||||||
Debt Instrument [Line Items] | |||||||
Prepayment premium, period following the facility's effective date | 18 months | ||||||
Prepayment premium, percentage of principal amount prepaid | 2.00% | ||||||
Prepayment premium, anniversary period of the effective date | 3 years | ||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Loans Payable [Member] | Debt Instrument, Redemption, Period Three | |||||||
Debt Instrument [Line Items] | |||||||
Prepayment premium, percentage of principal amount prepaid | 1.00% | ||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Loans Payable [Member] | Debt Instrument, Redemption, Period Four | |||||||
Debt Instrument [Line Items] | |||||||
Prepayment premium, percentage of principal amount prepaid | 0.00% | ||||||
Prepayment premium, debt instrument, interest rate, stated percentage | 1.00% | ||||||
Prepayment premium, debt instrument, interest rate per quarter, stated percentage | 0.25% | ||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Loans Payable [Member] | Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Outstanding | $ 643,500,000 | ||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Minimum [Member] | Loans Payable [Member] | Debt Instrument, Redemption, Period Three | |||||||
Debt Instrument [Line Items] | |||||||
Prepayment premium, anniversary period of the effective date | 3 years | ||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Maximum [Member] | Loans Payable [Member] | Debt Instrument, Redemption, Period Three | |||||||
Debt Instrument [Line Items] | |||||||
Prepayment premium, anniversary period of the effective date | 4 years | ||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | MSG National Properties LLC | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Collateral | All obligations under the National Properties Term Loan Facility, including the guarantees of those obligations, are secured by certain of the assets of MSG National Properties and the Subsidiary Guarantors (collectively, “Collateral”) including, but not limited to, a pledge of some or all of the equity interests held directly or indirectly by MSG National Properties in each Subsidiary Guarantor. The Collateral does not include, among other things, any interests in The Garden or the leasehold interests in Radio City Music Hall and the Beacon Theatre. | ||||||
Subjective acceleration clause | Under certain circumstances, MSG National Properties is required to make mandatory prepayments on loans outstanding, including prepayments in an amount equal to a specified percentage of excess cash flow in any fiscal year and prepayments in an amount equal to the net cash proceeds of certain sales of assets or casualty insurance and/or condemnation recoveries (subject to certain reinvestment, repair or replacement rights), in each case subject to certain exceptions. | ||||||
Restrictive covenants | The National Properties Term Loan Facility contains certain restrictions on the ability of MSG National Properties and its restricted subsidiaries to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the National Properties Term Loan Facility, including the following: (i) incur additional indebtedness; (ii) create liens on certain assets; (iii) make investments, loans or advances in or to other persons; (iv) pay dividends and distributions or repurchase capital stock (which will restrict the ability of MSG National Properties to make cash distributions to the Company); (v) repay, redeem or repurchase certain indebtedness; (vi) change its lines of business; (vii) engage in certain transactions with affiliates; (viii) amend their respective organizational documents; (ix) merge or consolidate; and (x) make certain dispositions. | ||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | MSG National Properties LLC | Loans Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument term | 5 years | ||||||
Face amount | $ 650,000,000 | ||||||
Liquidity Requirement, After first year | $ 200,000,000 | $ 200,000,000 | |||||
Long-term Debt, Outstanding | $ 643,500,000 | ||||||
Long-term debt, percentage bearing variable interest rate, percentage rate | 7.00% | ||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | MSG National Properties LLC | Base Rate [Member] | Loans Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 5.25% | ||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | MSG National Properties LLC | London Interbank Offered Rate (LIBOR) [Member] | Loans Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 6.25% | ||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | MSG National Properties LLC | Minimum [Member] | Measurement Input, Leverage Ratio [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Measurement Input | 5 | ||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | MSG National Properties LLC | Minimum [Member] | Loans Payable [Member] | Scenario, Adjustment [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Liquidity Requirement | $ 50,000,000 | ||||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | MSG National Properties LLC | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | Loans Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.75% | ||||||
TAO 2019 Senior Credit Agreement [Member] | Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Outstanding | $ 26,250,000 | ||||||
Carrying Value | [1] | $ 26,250,000 | $ 43,750,000 | ||||
TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | Measurement Input, Leverage Ratio [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Measurement Input | 4 | ||||||
TAO 2019 Senior Credit Agreement [Member] | Tao Group Hospitality | |||||||
Debt Instrument [Line Items] | |||||||
Liquidity Requirement | $ 75,000,000 | ||||||
Long-term debt, percentage bearing variable interest rate, percentage rate | 2.61% | ||||||
Subjective acceleration clause | TAOG is required to make mandatory prepayments of the Tao Term Loan Facility from the net cash proceeds of certain sales of assets (including Tao Collateral) or casualty insurance and/or condemnation recoveries (in each case, subject to certain reinvestment, repair or replacement rights) and the incurrence of certain indebtedness, subject to certain exceptions. | ||||||
Restrictive covenants | The Tao Senior Credit Agreement contains certain restrictions on the ability of TAOIH, TAOG and its restricted subsidiaries to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the Tao Senior Credit Agreement, including, without limitation, the following: (i) incurring additional indebtedness and contingent liabilities; (ii) creating liens on certain assets; (iii) making investments, loans or advances in or to other persons; (iv) paying dividends and distributions or repurchasing capital stock; (v) engaging in certain transactions with affiliates; (vi) amending specified agreements; (vii) merging or consolidating; (viii) making certain dispositions; and (ix) entering into agreements that restrict the granting of liens. | ||||||
Covenant compliance | TAOG, TAOIH and the restricted subsidiaries were in compliance with the covenants of the Tao Senior Credit Agreement. | ||||||
Payment terms | Subject to customary notice and minimum amount conditions, TAOG may voluntarily repay outstanding loans under the Tao Senior Credit Agreement at any time, in whole or in part, without premium or penalty (except for customary breakage costs with respect to Eurocurrency loans). The initial Tao Term Loan Facility amortizes quarterly in accordance with its terms from June 30, 2019 through March 31, 2024 with a final maturity date on May 23, 2024. | ||||||
TAO 2019 Senior Credit Agreement [Member] | Tao Group Hospitality | Loans Payable [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $ 40,000,000 | ||||||
Long-term Debt, Outstanding | $ 26,250,000 | $ 33,750,000 | |||||
TAO 2019 Senior Credit Agreement [Member] | Tao Group Hospitality | Minimum [Member] | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.50% | ||||||
TAO 2019 Senior Credit Agreement [Member] | Tao Group Hospitality | Maximum [Member] | Base Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.50% | ||||||
[1] | On October 11, 2019, MSGN Holdings, L.P., certain MSGN Holdings, L.P. subsidiaries and certain MSG Networks Inc. subsidiaries entered into an amended and restated credit facility consisting of a $1,100,000 five-year term loan facility and a $250,000 five-year revolving credit facility. On May 23, 2019, Tao Group Intermediate Holdings LLC and Tao Group Operating LLC entered into a $40,000 five-year term loan facility and a $25,000 five-year term revolving facility. In November 2020, MSG National Properties and certain subsidiaries of the Company entered into the National Properties Term Loan Facility, providing a five-year $650,000 term loan facility. The Company’s long-term debt is classified within Level II of the fair value hierarchy as it is valued using quoted indices of similar securities for which the inputs are readily observable. See Note 13 for more information and outstanding balances on this long-term debt. |
Credit Facilities - TAO Narrati
Credit Facilities - TAO Narrative (Details) | 6 Months Ended | |||||||
Dec. 31, 2021USD ($) | Feb. 08, 2022 | Jun. 30, 2021USD ($) | Nov. 12, 2020USD ($) | Aug. 06, 2020USD ($) | Jun. 15, 2020USD ($) | May 23, 2019USD ($) | ||
TAO 2019 Senior Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt covenant, minimum consolidated liquidity | $ 10,000,000 | |||||||
TAO 2019 Senior Credit Agreement [Member] | Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Outstanding | $ 26,250,000 | |||||||
Carrying Value | [1] | 26,250,000 | $ 43,750,000 | |||||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Carrying Value | [1] | 643,500,000 | $ 646,750,000 | |||||
Loans Payable [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Outstanding | 1,692,750,000 | |||||||
Loans Payable [Member] | National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Outstanding | 643,500,000 | |||||||
Entertainment | Consolidation, Eliminations [Member] | Tao Group Hospitality | ||||||||
Debt Instrument [Line Items] | ||||||||
Loans payable | $ 63,000,000 | $ 49,000,000 | ||||||
Debt Instrument Additional Borrowing Capacity | $ 22,000,000 | |||||||
Tao Group Hospitality | TAO 2019 Senior Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee percentage | 0.50% | |||||||
Long-term debt, percentage bearing variable interest rate, percentage rate | 2.61% | |||||||
Guarantee And Reserve Account Agreement Initial Deposit | $ 1,600,000 | 9,800,000 | ||||||
Liquidity Requirement | 75,000,000 | |||||||
Restrictive covenants | The Tao Senior Credit Agreement contains certain restrictions on the ability of TAOIH, TAOG and its restricted subsidiaries to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the Tao Senior Credit Agreement, including, without limitation, the following: (i) incurring additional indebtedness and contingent liabilities; (ii) creating liens on certain assets; (iii) making investments, loans or advances in or to other persons; (iv) paying dividends and distributions or repurchasing capital stock; (v) engaging in certain transactions with affiliates; (vi) amending specified agreements; (vii) merging or consolidating; (viii) making certain dispositions; and (ix) entering into agreements that restrict the granting of liens. | |||||||
Payment terms | Subject to customary notice and minimum amount conditions, TAOG may voluntarily repay outstanding loans under the Tao Senior Credit Agreement at any time, in whole or in part, without premium or penalty (except for customary breakage costs with respect to Eurocurrency loans). The initial Tao Term Loan Facility amortizes quarterly in accordance with its terms from June 30, 2019 through March 31, 2024 with a final maturity date on May 23, 2024. | |||||||
Subjective acceleration clause | TAOG is required to make mandatory prepayments of the Tao Term Loan Facility from the net cash proceeds of certain sales of assets (including Tao Collateral) or casualty insurance and/or condemnation recoveries (in each case, subject to certain reinvestment, repair or replacement rights) and the incurrence of certain indebtedness, subject to certain exceptions. | |||||||
Covenant compliance | TAOG, TAOIH and the restricted subsidiaries were in compliance with the covenants of the Tao Senior Credit Agreement. | |||||||
Tao Group Hospitality | Loans Payable [Member] | TAO 2019 Senior Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 40,000,000 | |||||||
Long-term debt, term | 5 years | |||||||
Long-term Debt, Outstanding | $ 26,250,000 | 33,750,000 | ||||||
MSG National Properties LLC | National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Restrictive covenants | The National Properties Term Loan Facility contains certain restrictions on the ability of MSG National Properties and its restricted subsidiaries to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the National Properties Term Loan Facility, including the following: (i) incur additional indebtedness; (ii) create liens on certain assets; (iii) make investments, loans or advances in or to other persons; (iv) pay dividends and distributions or repurchase capital stock (which will restrict the ability of MSG National Properties to make cash distributions to the Company); (v) repay, redeem or repurchase certain indebtedness; (vi) change its lines of business; (vii) engage in certain transactions with affiliates; (viii) amend their respective organizational documents; (ix) merge or consolidate; and (x) make certain dispositions. | |||||||
Subjective acceleration clause | Under certain circumstances, MSG National Properties is required to make mandatory prepayments on loans outstanding, including prepayments in an amount equal to a specified percentage of excess cash flow in any fiscal year and prepayments in an amount equal to the net cash proceeds of certain sales of assets or casualty insurance and/or condemnation recoveries (subject to certain reinvestment, repair or replacement rights), in each case subject to certain exceptions. | |||||||
MSG National Properties LLC | Loans Payable [Member] | National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 650,000,000 | |||||||
Long-term Debt, Outstanding | $ 643,500,000 | |||||||
Long-term debt, percentage bearing variable interest rate, percentage rate | 7.00% | |||||||
Revolving Credit Facility [Member] | Tao Group Hospitality | TAO 2019 Senior Credit Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 25,000,000 | $ 25,000,000 | ||||||
Long-term debt, term | 5 years | |||||||
Letters of credit outstanding, amount | $ 750,000 | |||||||
Revolving credit facility outstanding amount | 0 | |||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 24,250,000 | |||||||
Revolving Credit Facility [Member] | Tao Group Hospitality | TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Letters of credit outstanding, amount | $ 5,000,000 | |||||||
Measurement Input, Leverage Ratio [Member] | TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Measurement Input | 4 | |||||||
Measurement Input, Leverage Ratio [Member] | MSG National Properties LLC | National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Measurement Input | 5 | |||||||
Measurement Input, Leverage Ratio [Member] | Subsequent Event [Member] | TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Measurement Input | 3.50 | |||||||
Measurement Input, Senior Leverage Ratio [Member] | TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Measurement Input | 3 | |||||||
Measurement Input, Senior Leverage Ratio [Member] | Subsequent Event [Member] | TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Measurement Input | 2.50 | |||||||
Measurement Input, Fixed Charge Coverage Ratio [Member] | TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Measurement Input | 1.25 | |||||||
Base Rate [Member] | Tao Group Hospitality | TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.50% | |||||||
Base Rate [Member] | Tao Group Hospitality | TAO 2019 Senior Credit Agreement [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.50% | |||||||
Base Rate [Member] | MSG National Properties LLC | Loans Payable [Member] | National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 5.25% | |||||||
Eurocurrency Rate [Member] | Tao Group Hospitality | TAO 2019 Senior Credit Agreement [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 3.50% | |||||||
Eurocurrency Rate [Member] | Tao Group Hospitality | TAO 2019 Senior Credit Agreement [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.50% | |||||||
[1] | On October 11, 2019, MSGN Holdings, L.P., certain MSGN Holdings, L.P. subsidiaries and certain MSG Networks Inc. subsidiaries entered into an amended and restated credit facility consisting of a $1,100,000 five-year term loan facility and a $250,000 five-year revolving credit facility. On May 23, 2019, Tao Group Intermediate Holdings LLC and Tao Group Operating LLC entered into a $40,000 five-year term loan facility and a $25,000 five-year term revolving facility. In November 2020, MSG National Properties and certain subsidiaries of the Company entered into the National Properties Term Loan Facility, providing a five-year $650,000 term loan facility. The Company’s long-term debt is classified within Level II of the fair value hierarchy as it is valued using quoted indices of similar securities for which the inputs are readily observable. See Note 13 for more information and outstanding balances on this long-term debt. |
Credit Facilities - Future Matu
Credit Facilities - Future Maturities (Details) - Loans Payable [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Aug. 06, 2020 |
Debt Instrument [Line Items] | ||
Long-Term Debt, Maturity, Year One | $ 31,750 | |
Long-Term Debt, Maturity, Year Two | 82,500 | |
Long-Term Debt, Maturity, Year Three | 101,500 | |
Long-Term Debt, Maturity, Year Four | 856,250 | |
Long-Term Debt, Maturity, Year Five | 620,750 | |
Long-Term Debt, Maturity, after Year Five | 0 | |
Long-term Debt, Outstanding | 1,692,750 | |
MSG Networks Term Loan Facility | MSG Networks | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Maturity, Year One | 24,750 | |
Long-Term Debt, Maturity, Year Two | 66,000 | |
Long-Term Debt, Maturity, Year Three | 82,500 | |
Long-Term Debt, Maturity, Year Four | 849,750 | |
Long-Term Debt, Maturity, Year Five | 0 | |
Long-Term Debt, Maturity, after Year Five | 0 | |
Long-term Debt, Outstanding | 1,023,000 | |
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | MSG National Properties LLC | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Maturity, Year One | 3,250 | |
Long-Term Debt, Maturity, Year Two | 6,500 | |
Long-Term Debt, Maturity, Year Three | 6,500 | |
Long-Term Debt, Maturity, Year Four | 6,500 | |
Long-Term Debt, Maturity, Year Five | 620,750 | |
Long-Term Debt, Maturity, after Year Five | 0 | |
Long-term Debt, Outstanding | 643,500 | |
TAO 2019 Senior Credit Agreement [Member] | Tao Group Hospitality | ||
Debt Instrument [Line Items] | ||
Long-Term Debt, Maturity, Year One | 3,750 | |
Long-Term Debt, Maturity, Year Two | 10,000 | |
Long-Term Debt, Maturity, Year Three | 12,500 | |
Long-Term Debt, Maturity, Year Four | 0 | |
Long-Term Debt, Maturity, Year Five | 0 | |
Long-Term Debt, Maturity, after Year Five | 0 | |
Long-term Debt, Outstanding | $ 26,250 | $ 33,750 |
Credit Facilities - Debt Outsta
Credit Facilities - Debt Outstanding and Deferred Financing Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 | Aug. 06, 2020 | |
Debt Instrument [Line Items] | ||||
Long-term debt, net of deferred financing costs | $ 1,606,759 | $ 1,650,628 | ||
Secured Debt [Member] | Current portion of long-term debt net of deferred financing costs | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 64,750 | 62,250 | ||
Unamortized Deferred Financing Costs | (8,267) | (8,277) | ||
Net | [1] | 56,483 | 53,973 | |
Secured Debt [Member] | Long-term debt net of deferred financing costs | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 1,628,000 | 1,676,000 | ||
Unamortized Deferred Financing Costs | (21,878) | (26,009) | ||
Net | [1] | 1,606,122 | 1,649,991 | |
Secured Debt [Member] | MSG Networks | Current portion of long-term debt net of deferred financing costs | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 49,500 | 49,500 | ||
Unamortized Deferred Financing Costs | (1,244) | (1,255) | ||
Net | [1] | 48,256 | 48,245 | |
Secured Debt [Member] | MSG Networks | Long-term debt net of deferred financing costs | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 973,500 | 998,250 | ||
Unamortized Deferred Financing Costs | (2,095) | (2,715) | ||
Net | [1] | 971,405 | 995,535 | |
Secured Debt [Member] | MSG National Properties LLC | Current portion of long-term debt net of deferred financing costs | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 6,500 | 6,500 | ||
Unamortized Deferred Financing Costs | (6,783) | (6,783) | ||
Net | [1] | (283) | (283) | |
Secured Debt [Member] | MSG National Properties LLC | Long-term debt net of deferred financing costs | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 637,000 | 640,250 | ||
Unamortized Deferred Financing Costs | (19,427) | (22,819) | ||
Net | [1] | 617,573 | 617,431 | |
Secured Debt [Member] | Tao Group Hospitality | Current portion of long-term debt net of deferred financing costs | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 8,750 | 6,250 | ||
Unamortized Deferred Financing Costs | (240) | (239) | ||
Net | [1] | 8,510 | 6,011 | |
Secured Debt [Member] | Tao Group Hospitality | Long-term debt net of deferred financing costs | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 17,500 | 22,500 | ||
Unamortized Deferred Financing Costs | (356) | (475) | ||
Net | [1] | 17,144 | 22,025 | |
Loans Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 1,692,750 | |||
Revolving Credit Facility [Member] | MSG Networks | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 0 | |||
Revolving Credit Facility [Member] | Tao Group Hospitality | Long-term debt net of deferred financing costs | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 0 | 15,000 | ||
Unamortized Deferred Financing Costs | 0 | 0 | ||
Net | [1] | 0 | 15,000 | |
BCE [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes Payable, Related Parties | 637 | $ 637 | ||
TAO 2019 Senior Credit Agreement [Member] | Loans Payable [Member] | Tao Group Hospitality | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | 26,250 | $ 33,750 | ||
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | Loans Payable [Member] | MSG National Properties LLC | ||||
Debt Instrument [Line Items] | ||||
Principal Outstanding | $ 643,500 | |||
[1] | In addition to the outstanding balance associated with the MSG Networks Senior Secured Credit Facilities, the Tao Term Loan Facility, the Tao Revolving Credit Facility and the National Properties Term Loan Facility disclosed above, the Company’s long-term debt, net of deferred financing costs in the accompanying consolidated balance sheets of $1,606,759 and $1,650,628 as of December 31, 2021 and June 30, 2021, respectively, also includes $637 related to a note with respect to a loan received by BCE from its noncontrolling interest holder that matures in April 2023. |
Credit Facilities - Supplementa
Credit Facilities - Supplemental Cash Flows (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Debt Instrument [Line Items] | |||
Interest payments, net of capitalized interest | $ 12,516 | $ 2,227 | |
MSG Networks Term Loan Facility | MSG Networks | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Interest | [1] | 8,886 | 9,584 |
Repayments of debt | 24,750 | 13,750 | |
National Properties Nov2020 Senior Secured Term Loan Agreement [Member] | MSG National Properties LLC | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Interest | [1] | 23,141 | |
Repayments of debt | 3,250 | ||
TAO 2019 Senior Credit Agreement [Member] | Tao Group Hospitality | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Interest | [1] | 415 | 554 |
Repayments of debt | 17,500 | 2,500 | |
MSG Networks National Properties and Tao | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Periodic Payment, Interest | [1] | 32,442 | 10,138 |
Repayments of debt | $ 45,500 | $ 16,250 | |
[1] | See Note 2 and Note 8 for further details on interest capitalization during the three and six months ended December 31, 2021, and 2020. Interest payments, net of capitalized interest, were $12,516 and $2,227 for the six months ended December 31, 2021 and 2020. |
Pension Plans and Other Postr_3
Pension Plans and Other Postretirement Benefit Plan (Schedule of Net Periodic Benefit Cost) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pension Plans [Member] | ||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Service cost | $ 118 | $ 123 | $ 236 | $ 244 |
Interest cost | 1,190 | 1,101 | 2,380 | 2,203 |
Expected return on plan assets | (1,719) | (1,509) | (3,438) | (3,018) |
Recognized actuarial loss | 501 | 396 | 1,002 | 854 |
Net periodic benefit cost | 90 | 111 | 180 | 283 |
Postretirement Plan [Member] | ||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Service cost | 16 | 22 | 32 | 44 |
Interest cost | 20 | 19 | 40 | 38 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Recognized actuarial loss | 9 | 20 | 18 | 40 |
Net periodic benefit cost | $ 45 | $ 61 | $ 90 | $ 122 |
Defined Contribution Plan Sched
Defined Contribution Plan Schedule of Defined Contribution Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
MSG Saving Plans [Member] | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined contribution plan (benefit) cost | $ 2,475 | $ 1,672 | $ 4,494 | $ 3,077 |
MSG Union Plan [Member] | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Defined contribution plan (benefit) cost | $ 7 | $ 10 | $ 21 | $ 19 |
Share-based Compensation Narrat
Share-based Compensation Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 09, 2021 | |
Share-based Payment Arrangement [Abstract] | |||||
Share-based Payment Arrangement, Expense | $ 24,171 | $ 29,828 | $ 43,699 | $ 45,984 | |
Share-based compensation capitalized amount | $ 1,763 | $ 2,784 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||
Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 7 years 6 months | ||||
Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||
Common Class A [Member] | MSG Networks | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Business Combination Equity Interest Issued Or Issuable Share Conversion Ratio | 0.172 | ||||
Common Class A [Member] | MSG Networks | Exercise Price Conversion On Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Business Combination Equity Interest Issued Or Issuable Share Conversion Ratio | 0.172 | ||||
Restricted Stock Units (RSUs) [Member] | Common Class A [Member] | MSG Networks | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Business Combination Equity Interest Issued Or Issuable Share Conversion Ratio | 0.172 | ||||
Equity Option | Common Class A [Member] | MSG Networks | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Business Combination Equity Interest Issued Or Issuable Share Conversion Ratio | 0.172 |
Share-based Compensation, Restr
Share-based Compensation, Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) [Member] shares in Thousands | 6 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Unvested award balance, June 30, 2021 | $ / shares | $ 76.15 |
Granted | $ / shares | 79.07 |
Performance Award Conversion | $ / shares | 82.63 |
Vested | $ / shares | 87.42 |
Unvested award balance, December 31, 2021 | $ / shares | 75.02 |
Forfeited | $ / shares | $ 74.87 |
Non-Performance Vesting [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested award balance, June 30, 2021 | 683 |
Granted | 445 |
Performance Award Conversion | 223 |
Vested | (332) |
Forfeited | (9) |
Unvested award balance, December 31, 2021 | 1,010 |
Performance Vesting [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested award balance, June 30, 2021 | 701 |
Granted | 422 |
Performance Award Conversion | (223) |
Vested | (77) |
Forfeited | (12) |
Unvested award balance, December 31, 2021 | 811 |
Share-based Compensation, Res_2
Share-based Compensation, Restricted Stock Units Activity Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Payment, tax withholding, share-based payment arrangement | $ 15,240 | $ 8,123 |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vested in period, fair value | $ 32,734 | |
Shares withheld for tax withholding obligation | 195 | |
Payment, tax withholding, share-based payment arrangement | $ 15,652 | |
Granted | $ 79.07 | |
Restricted Stock Units (RSUs) [Member] | Madison Square Garden Sports [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares withheld for tax withholding obligation | 6 | |
Payment, tax withholding, share-based payment arrangement | $ 477 |
Share-based Compensation, Stock
Share-based Compensation, Stock Options Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Weighted-Average Exercise Price Per Share | |
Balance as of June 30, 2021 | $ / shares | $ 103.88 |
Performance Award Conversion | $ / shares | 109.76 |
Balance as of December 31, 2021 | $ / shares | 103.88 |
Exercisable as of December 31, 2021 | $ / shares | $ 108.29 |
Weighted-Average Remaining Contractual Term (In Years) | |
Balance as of December 31, 2021 Weighted Average Remaining Contractual Term (in years) | 3 years 11 months 15 days |
Exercisable as of December 31, 2021, Weighted Average Remaining Contractual Term (in years) | 3 years 8 months 12 days |
Aggregate Intrinsic Value (In Thousands) | |
Balance as of December 31, 2021 Aggregate Intrinsic Value | $ | $ 561 |
Exercisable as of December 31, 2021 Aggregate Intrinsic Value | $ | $ 561 |
Non-Performance Vesting [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Balance as of June 30, 2021 | 409 |
Performance Award Conversion | 315 |
Balance as of December 31, 2021 | 724 |
Exercisable as of December 31, 2021 | 597 |
Performance Vesting [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Balance as of June 30, 2021 | 315 |
Performance Award Conversion | (315) |
Balance as of December 31, 2021 | 0 |
Exercisable as of December 31, 2021 | 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Accumulated Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax [Roll Forward] | |||||
Balance at the beginning of the period | $ (45,009) | $ (38,452) | $ (45,425) | $ (38,767) | |
Other comprehensive income before reclassifications | 0 | 0 | 0 | 0 | |
Amounts reclassified from accumulated other comprehensive loss | [1] | 510 | 416 | 1,020 | 894 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax | (97) | (1,562) | (191) | (1,725) | |
Other comprehensive income | 413 | (1,146) | 829 | (831) | |
Balance at the end of the period | (44,596) | (39,598) | (44,596) | (39,598) | |
Accumulated Other Comprehensive Income (Loss), Cumulative Translation Adjustments [Roll Forward] | |||||
Balance at the beginning of the period | 9,949 | 1,157 | 15,153 | (10,225) | |
Other comprehensive income before reclassifications | 2,486 | 11,883 | (3,932) | 25,834 | |
Amounts reclassified from accumulated other comprehensive loss | 0 | 0 | 0 | 0 | |
OCI, Foreign Currency Transaction and Translation Gain (Loss), Arising During Period, Tax | (471) | (2,171) | 743 | (4,740) | |
Other comprehensive income | 2,015 | 9,712 | (3,189) | 21,094 | |
Balance at the end of the period | 11,964 | 10,869 | 11,964 | 10,869 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Balance at the beginning of the period | (35,060) | (37,295) | (30,272) | (48,992) | |
Other comprehensive income before reclassifications | 2,486 | 11,883 | (3,932) | 25,834 | |
Amounts reclassified from accumulated other comprehensive loss | [1] | 510 | 416 | 1,020 | 894 |
Other Comprehensive Income (Loss), Tax, Portion Attributable to Parent | (568) | (3,733) | 552 | (6,465) | |
Other comprehensive income (loss) | 2,428 | 8,566 | (2,360) | 20,263 | |
Balance at the end of the period | $ (32,632) | $ (28,729) | $ (32,632) | $ (28,729) | |
[1] | Amounts reclassified from accumulated other comprehensive loss represent the amortization of net actuarial loss and net unrecognized prior service credit included in net periodic benefit cost, which is reflected under Miscellaneous income (expense), net in the accompanying consolidated statements of operations. |
Income Taxes (Rate Reconciliati
Income Taxes (Rate Reconciliation - Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit (expense) | $ (4,063) | $ 298 | $ 14,847 | $ (9,159) |
Federal statutory income tax rate, percent | 21.00% | 21.00% | 21.00% | 21.00% |
Nondeductible expense officer compensation, tax expense | $ 2,910 | $ 4,056 | $ 5,769 | $ 5,512 |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount | 3,107 | (3,531) | (5,067) | (5,267) |
Change in deferred tax assets valuation allowance, amount of expense (benefit) | (1,378) | 11,021 | (2,460) | 18,561 |
Effective Income Tax Rate Reconciliation, Tax Credit, Amount | 1,015 | |||
Tax expense (benefit) related to noncontrolling interest income (loss), amount | $ (577) | $ 891 | (1,118) | 1,840 |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Other, Amount | 9,048 | |||
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount | (1,987) | 6,921 | ||
Income Taxes Paid, Net | $ 7,063 | $ 52,147 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||
Common Stock Exercisable Term | 60 days | |||
Aggregate voting power held by related party | 72.60% | 72.60% | ||
Capital expenditures incurred but not yet paid | $ 154,131 | $ 79,478 | ||
Common Class A [Member] | ||||
Related Party Transaction [Line Items] | ||||
Percentage of common stock owned by related party | 5.00% | 5.00% | ||
Common Class B [Member] | ||||
Related Party Transaction [Line Items] | ||||
Percentage of common stock owned by related party | 100.00% | 100.00% | ||
BCE [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes payable, related parties, current | $ 637 | $ 637 | $ 637 | |
Other nonconsolidated affiliate [Member] | ||||
Related Party Transaction [Line Items] | ||||
Property, plant and equipment, additions | $ 36,741 | $ 20,742 | ||
Capital expenditures incurred but not yet paid | $ 20,606 | $ 6,921 | ||
Madison Square Garden Sports [Member] | ||||
Related Party Transaction [Line Items] | ||||
Sponsorship Sales And Services Representation Agreement, Exclusive Right And Obligation To Sell Sponsorships, Initial Stated Term | 10 years | |||
Arena License Agreement, Right To Use Venue, Term | 35 years |
Related Party Transactions (Tra
Related Party Transactions (Transactions by Type) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||
Revenues | $ 30,702 | $ 4,638 | $ 34,889 | $ 7,461 |
Other operating expenses, net | 987 | (218) | 3,109 | (85) |
Madison Square Garden Sports [Member] | ||||
Related Party Transaction [Line Items] | ||||
Corporate general and administrative, net | (10,513) | (10,273) | (19,729) | (20,453) |
Revenue-Sharing Expense | Madison Square Garden Sports [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Costs | 1,131 | 15 | 1,985 | 96 |
Direct Operating Expense Reimbursement Under Arena License Arrangement | Madison Square Garden Sports [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amount | (6,125) | (351) | (6,465) | (1,241) |
Media Rights Fees | Madison Square Garden Sports [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Costs | 40,813 | 34,422 | 81,258 | 73,963 |
Origination, Master Control And Technical Services | AMC Networks | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amount | $ 1,208 | $ 1,184 | $ 2,416 | $ 2,368 |
Related Party Transactions (T_2
Related Party Transactions (Transactions by Type Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||
Revenues from related parties | $ 30,702 | $ 4,638 | $ 34,889 | $ 7,461 |
Madison Square Garden Sports [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related Party Services Agreement | 10,513 | 10,273 | 19,729 | 20,452 |
Madison Square Garden Sports [Member] | Direct Operating Expense Reimbursement Under Arena License Arrangement | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amount | (6,125) | (351) | (6,465) | (1,241) |
Madison Square Garden Sports Corp. Investment | Sponsorship Sales And Service Representation Agreements | ||||
Related Party Transaction [Line Items] | ||||
Revenues from related parties | 4,831 | 2,441 | 7,179 | 4,646 |
Madison Square Garden Sports Corp. Investment | Merchandise Sales Revenue Sharing Arrangement | ||||
Related Party Transaction [Line Items] | ||||
Revenues from related parties | 3,002 | 3,126 | ||
Other Related Parties [Member] | ||||
Related Party Transaction [Line Items] | ||||
Sublease Income | 611 | 611 | 1,222 | 1,223 |
Knicks and Rangers | The Garden [Member] | ||||
Related Party Transaction [Line Items] | ||||
Operating Lease, Lease Income | 27,854 | 1,585 | 29,182 | 1,585 |
MSG Sports | The Garden [Member] | ||||
Related Party Transaction [Line Items] | ||||
Operating Lease, Lease Income | $ 27,854 | $ 1,585 | $ 29,182 | $ 1,585 |
Segment Reporting (Introduction
Segment Reporting (Introduction Narrative) (Details) | 6 Months Ended |
Dec. 31, 2021segments | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment Reporting (Schedule of
Segment Reporting (Schedule of Segment Reporting) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Segment Reporting Information [Line Items] | |||||
Revenues | [1] | $ 516,439 | $ 168,752 | $ 810,949 | $ 339,298 |
Direct operating expenses | [2] | 296,258 | 92,497 | 462,019 | 191,728 |
Selling, general and administrative expenses | [3] | 162,277 | 96,018 | 337,116 | 177,675 |
Depreciation and amortization | 30,533 | 25,677 | 59,963 | 54,087 | |
Impairment and other gain (loss), net | (7,979) | 0 | (161) | 0 | |
Restructuring charges | 0 | 1,372 | 0 | 21,299 | |
Operating income (loss) | 35,350 | (46,812) | (47,988) | (105,491) | |
Loss in equity method investments | (1,774) | (1,568) | (2,981) | (3,264) | |
Interest income | 773 | 837 | 1,548 | 1,609 | |
Interest expense | 8,167 | 5,262 | 17,415 | 10,535 | |
Miscellaneous income (expense), net | (17,100) | (7,568) | (19,647) | 26,449 | |
Income (loss) from operations before income taxes | 9,082 | (60,373) | (86,483) | (91,232) | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Operating income (loss) | 35,350 | (46,812) | (47,988) | (105,491) | |
Add back: | |||||
Non-cash portion of arena license fees from MSG Sports | (11,346) | (1,176) | (11,889) | (1,176) | |
Share-based compensation | 24,171 | 29,828 | 43,699 | 45,984 | |
Depreciation and amortization | 30,533 | 25,677 | 59,963 | 54,087 | |
Amortization for capitalized cloud computing costs | 10 | 95 | |||
Merger and acquisition related costs | 2,331 | 39,523 | |||
Impairment and other gain (loss), net | (7,979) | 0 | (161) | 0 | |
Restructuring charges | 0 | 1,372 | 0 | 21,299 | |
Other purchase accounting adjustments | 3,038 | 924 | 3,123 | 1,848 | |
Adjusted operating income (loss) | 76,108 | 9,813 | 86,365 | 16,551 | |
Other information: | |||||
Capital expenditures | 175,805 | 108,030 | 313,076 | 221,829 | |
Operating Segments | Entertainment | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 247,610 | 12,669 | 281,849 | 20,224 | |
Direct operating expenses | 147,343 | 23,409 | 183,645 | 47,024 | |
Selling, general and administrative expenses | 91,516 | 65,730 | 184,478 | 118,380 | |
Depreciation and amortization | 19,024 | 19,246 | 38,680 | 41,260 | |
Impairment and other gain (loss), net | 0 | 0 | 0 | ||
Restructuring charges | 1,372 | 0 | 21,299 | ||
Operating income (loss) | (10,273) | (97,088) | (124,954) | (207,739) | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Operating income (loss) | (10,273) | (97,088) | (124,954) | (207,739) | |
Add back: | |||||
Non-cash portion of arena license fees from MSG Sports | (11,346) | (1,176) | (11,889) | (1,176) | |
Share-based compensation | 16,155 | 22,374 | 26,298 | 32,807 | |
Depreciation and amortization | 19,024 | 19,246 | 38,680 | 41,260 | |
Amortization for capitalized cloud computing costs | (34) | 7 | |||
Merger and acquisition related costs | 1,456 | 15,448 | |||
Impairment and other gain (loss), net | 0 | 0 | 0 | ||
Restructuring charges | 1,372 | 0 | 21,299 | ||
Other purchase accounting adjustments | 0 | 0 | 0 | 0 | |
Adjusted operating income (loss) | 14,982 | (55,272) | (56,410) | (113,549) | |
Other information: | |||||
Capital expenditures | 166,218 | 106,945 | 299,756 | 218,344 | |
Operating Segments | MSG Networks | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 159,981 | 146,239 | 301,454 | 303,602 | |
Direct operating expenses | 85,924 | 57,033 | 154,347 | 122,105 | |
Selling, general and administrative expenses | 37,192 | 21,692 | 85,167 | 44,219 | |
Depreciation and amortization | 1,756 | 1,802 | 3,553 | 3,630 | |
Impairment and other gain (loss), net | 0 | 0 | 0 | ||
Restructuring charges | 0 | 0 | 0 | ||
Operating income (loss) | 35,109 | 65,712 | 58,387 | 133,648 | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Operating income (loss) | 35,109 | 65,712 | 58,387 | 133,648 | |
Add back: | |||||
Non-cash portion of arena license fees from MSG Sports | 0 | 0 | 0 | 0 | |
Share-based compensation | 6,058 | 6,266 | 13,532 | 10,893 | |
Depreciation and amortization | 1,756 | 1,802 | 3,553 | 3,630 | |
Amortization for capitalized cloud computing costs | 44 | 88 | |||
Merger and acquisition related costs | 875 | 24,075 | |||
Impairment and other gain (loss), net | 0 | 0 | 0 | ||
Restructuring charges | 0 | 0 | 0 | ||
Other purchase accounting adjustments | 0 | 0 | 0 | 0 | |
Adjusted operating income (loss) | 43,842 | 73,780 | 99,635 | 148,171 | |
Other information: | |||||
Capital expenditures | 600 | 792 | 2,049 | 2,533 | |
Operating Segments | Tao Group Hospitality | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 117,086 | 10,491 | 236,550 | 17,712 | |
Direct operating expenses | 60,880 | 10,980 | 121,973 | 20,808 | |
Selling, general and administrative expenses | 40,685 | 9,131 | 74,779 | 16,734 | |
Depreciation and amortization | 6,243 | 1,563 | 12,621 | 2,609 | |
Impairment and other gain (loss), net | (7,443) | 375 | 0 | ||
Restructuring charges | 0 | 0 | 0 | ||
Operating income (loss) | 16,721 | (11,183) | 26,802 | (22,439) | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Operating income (loss) | 16,721 | (11,183) | 26,802 | (22,439) | |
Add back: | |||||
Non-cash portion of arena license fees from MSG Sports | 0 | 0 | 0 | 0 | |
Share-based compensation | 1,958 | 1,188 | 3,869 | 2,284 | |
Depreciation and amortization | 6,243 | 1,563 | 12,621 | 2,609 | |
Amortization for capitalized cloud computing costs | 0 | 0 | |||
Merger and acquisition related costs | 0 | 0 | |||
Impairment and other gain (loss), net | (7,443) | 375 | 0 | ||
Restructuring charges | 0 | 0 | 0 | ||
Other purchase accounting adjustments | 0 | 0 | 0 | 0 | |
Adjusted operating income (loss) | 17,479 | (8,432) | 43,667 | (17,546) | |
Other information: | |||||
Capital expenditures | 8,987 | 293 | 11,271 | 952 | |
Purchase accounting adjustments | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | 0 | 0 | 0 | 0 | |
Direct operating expenses | 3,038 | 924 | 3,123 | 1,848 | |
Selling, general and administrative expenses | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 3,510 | 3,066 | 5,109 | 6,588 | |
Impairment and other gain (loss), net | (536) | (536) | 0 | ||
Restructuring charges | 0 | 0 | 0 | ||
Operating income (loss) | (6,012) | (3,990) | (7,696) | (8,436) | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Operating income (loss) | (6,012) | (3,990) | (7,696) | (8,436) | |
Add back: | |||||
Non-cash portion of arena license fees from MSG Sports | 0 | 0 | 0 | 0 | |
Share-based compensation | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 3,510 | 3,066 | 5,109 | 6,588 | |
Amortization for capitalized cloud computing costs | 0 | 0 | |||
Merger and acquisition related costs | 0 | 0 | |||
Impairment and other gain (loss), net | (536) | (536) | 0 | ||
Restructuring charges | 0 | 0 | 0 | ||
Other purchase accounting adjustments | 3,038 | 924 | 3,123 | 1,848 | |
Adjusted operating income (loss) | 0 | 0 | 0 | 0 | |
Other information: | |||||
Capital expenditures | 0 | 0 | 0 | 0 | |
Inter-segment eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Revenues | (8,238) | (647) | (8,904) | (2,240) | |
Direct operating expenses | (927) | 151 | (1,069) | (57) | |
Selling, general and administrative expenses | (7,116) | (535) | (7,308) | (1,658) | |
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Impairment and other gain (loss), net | 0 | 0 | 0 | ||
Restructuring charges | 0 | 0 | 0 | ||
Operating income (loss) | (195) | (263) | (527) | (525) | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Operating income (loss) | (195) | (263) | (527) | (525) | |
Add back: | |||||
Non-cash portion of arena license fees from MSG Sports | 0 | 0 | 0 | 0 | |
Share-based compensation | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Amortization for capitalized cloud computing costs | 0 | 0 | |||
Merger and acquisition related costs | 0 | 0 | |||
Impairment and other gain (loss), net | 0 | 0 | 0 | ||
Restructuring charges | 0 | 0 | 0 | ||
Other purchase accounting adjustments | 0 | 0 | 0 | 0 | |
Adjusted operating income (loss) | (195) | (263) | (527) | (525) | |
Other information: | |||||
Capital expenditures | $ 0 | $ 0 | $ 0 | $ 0 | |
[1] | Includes revenues from related parties of $30,702 and $4,638 for the three months ended December 31, 2021 and 2020, respectively, and $34,889 and $7,461 for the six months ended December 31, 2021 and 2020, respectively. | ||||
[2] | Includes net charges from related parties of $37,027 and $35,270 for the three months ended December 31, 2021 and 2020, respectively, and $79,360 and $75,186 for the six months ended December 31, 2021 and 2020, respectively. | ||||
[3] | Includes net charges to related parties of $(9,526) and $(10,491) for the three months ended December 31, 2021 and 2020, respectively, and $(16,786) and $(20,538) for the six months ended December 31, 2021 and 2020, respectively. |
Segment Reporting (Miscellaneou
Segment Reporting (Miscellaneous Income, Net) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | ||||
Unrealized gain (loss) on equity investments with readily determinable fair value, see Note 7 for further details. | $ (17,155) | $ (7,227) | $ (19,615) | $ 26,431 |
Non-service cost components of net periodic pension and postretirement benefit costs | (8) | (28) | (16) | (119) |
Others, net | 63 | (313) | (16) | 137 |
Total | $ (17,100) | $ (7,568) | $ (19,647) | $ 26,449 |
Segment Reporting (Concentratio
Segment Reporting (Concentration Risk) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable | Customer Concentration Risk | Customer A | ||||||
Revenue, Major Customer [Line Items] | ||||||
Concentration risk, percentage | 15.00% | 1.00% | ||||
Accounts Receivable | Customer Concentration Risk | Customer B | ||||||
Revenue, Major Customer [Line Items] | ||||||
Concentration risk, percentage | 14.00% | 15.00% | ||||
Accounts Receivable | Customer Concentration Risk | Customer C | ||||||
Revenue, Major Customer [Line Items] | ||||||
Concentration risk, percentage | 13.00% | 17.00% | ||||
Accounts Receivable | Customer Concentration Risk | Customer D | ||||||
Revenue, Major Customer [Line Items] | ||||||
Concentration risk, percentage | 10.00% | 16.00% | ||||
Revenue Benchmark | Customer Concentration Risk | Customer 1 | ||||||
Revenue, Major Customer [Line Items] | ||||||
Concentration risk, percentage | 9.00% | 24.00% | 11.00% | 25.00% | ||
Revenue Benchmark | Customer Concentration Risk | Customer 2 | ||||||
Revenue, Major Customer [Line Items] | ||||||
Concentration risk, percentage | 8.00% | 24.00% | 10.00% | 24.00% | ||
Prepaid expenses | Supplier Concentration Risk | New Jersey Devils | ||||||
Revenue, Major Customer [Line Items] | ||||||
Concentration Risk, Amount | $ 3,200 | $ 1,400 | $ 3,200 | $ 3,200 | ||
Other current assets | Supplier Concentration Risk | New Jersey Devils | ||||||
Revenue, Major Customer [Line Items] | ||||||
Concentration Risk, Amount | 3,000 | 3,700 | 3,000 | 3,000 | ||
Other assets | Supplier Concentration Risk | New Jersey Devils | ||||||
Revenue, Major Customer [Line Items] | ||||||
Concentration Risk, Amount | 30,100 | 31,100 | 30,100 | 30,100 | ||
Total | Supplier Concentration Risk | New Jersey Devils | ||||||
Revenue, Major Customer [Line Items] | ||||||
Concentration Risk, Amount | $ 36,300 | $ 36,200 | $ 36,300 | $ 36,300 |