MADISON SQUARE GARDEN SPORTS CORP.
CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
(in thousands)
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| | Three Months Ended March 31, 2023 |
| | Common Stock Issued | | Additional Paid-In Capital | | Treasury Stock | | Accumulated Deficit | | Accumulated Other Comprehensive Loss | | Total Madison Square Garden Sports Corp. Stockholders’ Equity | | Non - redeemable Noncontrolling Interests | | Total Equity |
Balance as of December 31, 2022 | | $ | 249 | | | $ | — | | | $ | (169,772) | | | $ | (217,047) | | | $ | (1,180) | | | $ | (387,750) | | | $ | 1,338 | | | $ | (386,412) | |
Net income (loss) | | — | | | — | | | — | | | 52,379 | | | — | | | 52,379 | | | (566) | | | 51,813 | |
Other comprehensive income | | — | | | — | | | — | | | — | | | 3 | | | 3 | | | — | | | 3 | |
Comprehensive income (loss) | | — | | | — | | | — | | | — | | | — | | | 52,382 | | | (566) | | | 51,816 | |
Share-based compensation | | — | | | 3,220 | | | — | | | — | | | — | | | 3,220 | | | — | | | 3,220 | |
Tax withholding associated with shares issued for equity-based compensation | | — | | | (2,457) | | | — | | | — | | | — | | | (2,457) | | | — | | | (2,457) | |
Common stock issued under stock incentive plans | | — | | | (1,844) | | | 2,729 | | | — | | | — | | | 885 | | | — | | | 885 | |
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Accelerated share repurchase | | — | | | 12,307 | | | (12,367) | | | — | | | — | | | (60) | | | — | | | (60) | |
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Balance as of March 31, 2023 | | $ | 249 | | | $ | 11,226 | | | $ | (179,410) | | | $ | (164,668) | | | $ | (1,177) | | | $ | (333,780) | | | $ | 772 | | | $ | (333,008) | |
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See accompanying notes to consolidated financial statements. |
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MADISON SQUARE GARDEN SPORTS CORP. |
CONSOLIDATED STATEMENTS OF EQUITY (Continued) |
(Unaudited) |
(in thousands) |
| | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2022 |
| | Common Stock Issued | | Additional Paid-In Capital | | Treasury Stock | | Accumulated Deficit | | Accumulated Other Comprehensive Loss | | Total Madison Square Garden Sports Corp. Stockholders’ Equity | | Non - redeemable Noncontrolling Interests | | Total Equity | | |
Balance as of December 31, 2021 | | $ | 249 | | | $ | 6,460 | | | $ | (129,426) | | | $ | (87,390) | | | $ | (1,983) | | | $ | (212,090) | | | $ | 2,480 | | | $ | (209,610) | | | |
Net income (loss) | | — | | | — | | | — | | | 24,503 | | | — | | | 24,503 | | | (584) | | | 23,919 | | | |
Other comprehensive income | | — | | | — | | | — | | | — | | | 23 | | | 23 | | | — | | | 23 | | | |
Comprehensive income (loss) | | — | | | — | | | — | | | — | | | — | | | 24,526 | | | (584) | | | 23,942 | | | |
Share-based compensation | | — | | | 6,973 | | | — | | | — | | | — | | | 6,973 | | | — | | | 6,973 | | | |
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Common stock issued under stock incentive plans | | — | | | (571) | | | 1,400 | | | | | — | | | 829 | | | — | | | 829 | | | |
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Balance as of March 31, 2022 | | $ | 249 | | | $ | 12,862 | | | $ | (128,026) | | | $ | (62,887) | | | $ | (1,960) | | | $ | (179,762) | | | $ | 1,896 | | | $ | (177,866) | | | |
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See accompanying notes to consolidated financial statements. |
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MADISON SQUARE GARDEN SPORTS CORP. |
CONSOLIDATED STATEMENTS OF EQUITY (Continued) |
(Unaudited) |
(in thousands) |
| | | | | | | | | | | | | | | | | | |
| | Nine Months Ended March 31, 2023 |
| | Common Stock Issued | | Additional Paid-In Capital | | Treasury Stock | | Accumulated Deficit | | Accumulated Other Comprehensive Loss | | Total Madison Square Garden Sports Corp. Stockholders’ Equity | | Non - redeemable Noncontrolling Interests | | Total Equity | | |
Balance as of June 30, 2022 | | $ | 249 | | | $ | 17,573 | | | $ | (128,026) | | | $ | (35,699) | | | $ | (1,186) | | | $ | (147,089) | | | $ | 1,712 | | | $ | (145,377) | | | |
Net income (loss) | | — | | | — | | | — | | | 57,050 | | | — | | | 57,050 | | | (1,928) | | | 55,122 | | | |
Other comprehensive income | | — | | | — | | | — | | | — | | | 9 | | | 9 | | | — | | | 9 | | | |
Comprehensive income (loss) | | — | | | — | | | — | | | — | | | — | | | 57,059 | | | (1,928) | | | 55,131 | | | |
Share-based compensation | | — | | | 22,059 | | | — | | | — | | | — | | | 22,059 | | | — | | | 22,059 | | | |
Tax withholding associated with shares issued for equity-based compensation | | — | | | (17,897) | | | — | | | — | | | — | | | (17,897) | | | — | | | (17,897) | | | |
Common stock issued under stock incentive plans | | — | | | (11,170) | | | 20,983 | | | (8,928) | | | — | | | 885 | | | — | | | 885 | | | |
Dividends declared ($7.00 per share) | | — | | | — | | | — | | | (172,749) | | | — | | | (172,749) | | | — | | | (172,749) | | | |
Accelerated share repurchase | | — | | | 1,649 | | | (72,367) | | | (4,342) | | | — | | | (75,060) | | | — | | | (75,060) | | | |
Adjustments to noncontrolling interests | | — | | | (988) | | | — | | | — | | | — | | | (988) | | | 988 | | | — | | | |
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Balance as of March 31, 2023 | | $ | 249 | | | $ | 11,226 | | | $ | (179,410) | | | $ | (164,668) | | | $ | (1,177) | | | $ | (333,780) | | | $ | 772 | | | $ | (333,008) | | | |
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See accompanying notes to consolidated financial statements. |
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MADISON SQUARE GARDEN SPORTS CORP. |
CONSOLIDATED STATEMENTS OF EQUITY (Continued) |
(Unaudited) |
(in thousands) |
| | | | | | | | | | | | | | | | | | |
| | Nine Months Ended March 31, 2022 |
| | Common Stock Issued | | Additional Paid-In Capital | | Treasury Stock | | Accumulated Deficit | | Accumulated Other Comprehensive Loss | | Total Madison Square Garden Sports Corp. Stockholders’ Equity | | Non - redeemable Noncontrolling Interests | | Total Equity | | |
Balance as of June 30, 2021 | | $ | 249 | | | $ | 23,102 | | | $ | (146,734) | | | $ | (78,898) | | | $ | (2,027) | | | $ | (204,308) | | | $ | 2,442 | | | $ | (201,866) | | | |
Net income (loss) | | — | | | — | | | — | | | 23,943 | | | — | | | 23,943 | | | (1,711) | | | 22,232 | | | |
Other comprehensive income | | — | | | — | | | — | | | — | | | 67 | | | 67 | | | — | | | 67 | | | |
Comprehensive income (loss) | | — | | | — | | | — | | | — | | | — | | | 24,010 | | | (1,711) | | | 22,299 | | | |
Share-based compensation | | — | | | 19,178 | | | — | | | — | | | — | | | 19,178 | | | — | | | 19,178 | | | |
Tax withholding associated with shares issued for equity-based compensation | | — | | | (18,306) | | | — | | | — | | | — | | | (18,306) | | | — | | | (18,306) | | | |
Common stock issued under stock incentive plans | | — | | | (9,947) | | | 18,708 | | | (7,932) | | | — | | | 829 | | | — | | | 829 | | | |
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Adjustments to noncontrolling interests | | — | | | (1,165) | | | — | | | — | | | — | | | (1,165) | | | 1,165 | | | — | | | |
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Balance as of March 31, 2022 | | $ | 249 | | | $ | 12,862 | | | $ | (128,026) | | | $ | (62,887) | | | $ | (1,960) | | | $ | (179,762) | | | $ | 1,896 | | | $ | (177,866) | | | |
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See accompanying notes to consolidated financial statements. |
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
All amounts included in the following Notes to Consolidated Financial Statements are presented in thousands, except per share data or as otherwise noted.
Note 1. Description of Business and Basis of Presentation
Description of Business
Madison Square Garden Sports Corp. (together with its subsidiaries (collectively, “we,” “us,” “our,” “MSG Sports,” or the “Company”) owns and operates a portfolio of assets featuring some of the most recognized teams in all of sports, including the New York Knickerbockers (“Knicks”) of the National Basketball Association (“NBA”) and the New York Rangers (“Rangers”) of the National Hockey League (“NHL”). Both the Knicks and the Rangers play their home games in Madison Square Garden Arena (“The Garden”). The Company’s other professional sports franchises include two development league teams — the Hartford Wolf Pack of the American Hockey League and the Westchester Knicks of the NBA G League. These professional sports franchises are collectively referred to herein as the “sports teams.” In addition, the Company previously owned a controlling interest in Counter Logic Gaming (“CLG”), a North American esports organization. In April 2023, the Company sold its controlling interest in CLG to Hard Carry Gaming Inc. (“NRG”), a professional gaming and entertainment company in exchange for a noncontrolling equity interest in the combined NRG/CLG company. CLG and the sports teams are collectively referred to herein as the “teams.” The Company also operates a professional sports team performance center — the Madison Square Garden Training Center in Greenburgh, NY.
The Company operates and reports financial information in one segment. The Company’s decision to organize as one operating segment and report in one segment is based upon its internal organizational structure; the manner in which its operations are managed; the criteria used by the Company’s Executive Chairman, its Chief Operating Decision Maker (“CODM”), to evaluate segment performance. The Company’s CODM reviews total company operating results to assess overall performance and allocate resources.
The Company was incorporated on March 4, 2015 as an indirect, wholly-owned subsidiary of MSG Networks Inc. (“MSG Networks”). All of the outstanding common stock of the Company was distributed to MSG Networks shareholders (the “MSGS Distribution”) on September 30, 2015.
On April 17, 2020 (the “Sphere Distribution Date”), the Company distributed all of the outstanding common stock of Sphere Entertainment Co. (formerly Madison Square Garden Entertainment Corp. and referred to herein as “Sphere Entertainment”) to its stockholders (the “Sphere Distribution”).
On April 20, 2023 (the “MSGE Distribution Date”), Sphere Entertainment distributed to its stockholders approximately 67% of the issued and outstanding shares of common stock of Madison Square Garden Entertainment Corp. (formerly, MSGE Spinco, Inc. and referred to herein as “MSG Entertainment”) (the “MSGE Distribution”). In connection with the MSGE Distribution, Sphere Entertainment assigned several of its agreements with the Company to MSG Entertainment, as described herein.
Basis of Presentation
The accompanying unaudited consolidated interim financial statements (referred to as the “Financial Statements” herein) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and Article 10 of Regulation S-X of the SEC for interim financial information, and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended June 30, 2022 (“fiscal year 2022”). The Financial Statements presented in this Quarterly Report on Form 10-Q 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. The dependence of MSG Sports on revenues from its NBA and NHL sports teams generally means it earns a disproportionate share of its revenues in the second and third quarters of the Company’s fiscal year, which is when the majority of the teams’ games are played.
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Impact of COVID-19 on our Business
During fiscal years 2020 and 2021, COVID-19 disruptions and actions taken in response by governmental authorities and the leagues materially impacted the Company’s revenues and the Company recognized materially less revenues, or in some cases, no revenues, across a number of areas. In fiscal year 2022, the Company’s operations and operating results were also impacted by temporary declines in attendance due to ongoing reduced tourism levels as well as an increase in COVID-19 cases during certain months of the fiscal year. See Note 1, Description of Business and Basis of Presentation, to the Company’s audited consolidated financial statements and notes thereto for the year ended June 30, 2022 included in the Company’s Annual Report on Form 10-K for more information regarding the impact of the COVID-19 pandemic on our business during fiscal years 2020, 2021 and 2022.
It is unclear to what extent COVID-19, including new variants thereof, could result in renewed governmental and/or league restrictions on attendance or otherwise impact the Company’s operations and operating results.
Note 2. Accounting Policies
Principles of Consolidation
The consolidated financial statements of the Company include the accounts of Madison Square Garden Sports 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 CLG, in which the Company had a controlling voting interest. The Company’s consolidation criteria are based on authoritative accounting guidance for voting interest, controlling interest or variable interest entities. CLG is consolidated with the equity owned by other shareholders shown as nonredeemable noncontrolling interests in the accompanying consolidated balance sheets, and the other shareholders’ portion of net earnings (loss) and other comprehensive income (loss) shown as net income (loss) or comprehensive income (loss) attributable to nonredeemable noncontrolling interests in the accompanying consolidated statements of operations and consolidated statements of comprehensive income (loss), respectively.
Use of Estimates
The preparation of the accompanying Financial Statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of accounts receivable, goodwill, intangible assets, other long-lived assets, deferred tax valuation allowance, financial instruments, and other liabilities. In addition, estimates are used in revenue recognition, revenue sharing expense (net of escrow and excluding playoffs), luxury tax expense, income tax expense, performance and share-based compensation, depreciation and amortization, litigation matters and other matters, as well as in the valuation of contingent consideration and noncontrolling interests resulting from business combination transactions. Management believes its use of estimates in the Financial Statements to be reasonable.
Management evaluates its estimates on an ongoing basis using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time and, as such, these estimates may ultimately differ from actual results. Changes in estimates resulting from weakness in the economic environment or other factors beyond the Company’s control could be material and would be reflected in the Company’s financial statements in future periods.
Recently Issued Accounting Pronouncements
Recently Issued Accounting Pronouncements Not Yet Adopted
In March 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2023-01, Leases (Topic 842): Common Control Arrangements. This ASU amends certain provisions of Accounting Standards Codification (“ASC”) 842, Leases that apply to arrangements between related parties under common control. The new guidance is effective for the Company in the first quarter of fiscal year 2025. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Note 3. Revenue Recognition
Contracts with Customers
All revenue recognized in the consolidated statements of operations is considered to be revenue from contracts with customers. For the three and nine months ended March 31, 2023 and 2022, the Company did not have any material impairment losses on receivables or contract assets arising from contracts with customers.
Disaggregation of Revenue
The following table disaggregates the Company’s revenues by type of goods or services in accordance with the required entity-wide disclosure requirements set forth in ASC Subtopic 280-10-50-38 to 40 and the disaggregation of revenue required disclosures in accordance with ASC Subtopic 606-10-50-5 for the three and nine months ended March 31, 2023 and 2022:
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| | Three Months Ended | | Nine Months Ended |
| | March 31, | | March 31, |
| | 2023 | | 2022 | | 2023 | | 2022 |
Event-related (a) | | $ | 144,650 | | | $ | 119,728 | | | $ | 292,304 | | | $ | 232,672 | |
Media rights (b) | | 135,200 | | | 124,803 | | | 260,344 | | | 243,697 | |
Sponsorship, signage and suite licenses | | 90,340 | | | 76,715 | | | 176,175 | | | 138,419 | |
League distributions and other | | 12,554 | | | 16,528 | | | 31,704 | | | 31,361 | |
Total revenues from contracts with customers | | $ | 382,744 | | | $ | 337,774 | | | $ | 760,527 | | | $ | 646,149 | |
_________________
(a)Consists of (i) ticket sales and other ticket-related revenues, and (ii) food, beverage and merchandise sales at The Garden.
(b)Consists of (i) local media rights fees, (ii) revenue from the distribution through league-wide national and international television contracts, and (iii) other local radio rights fees.
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
The timing of revenue recognition, billings and cash collections results in billed receivables, contract assets and contract liabilities on the consolidated balance sheet. The following table provides information about contract balances from the Company’s contracts with customers as of March 31, 2023 and June 30, 2022.
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| | March 31, | | June 30, |
| | 2023 | | 2022 |
Receivables from contracts with customers, net (a) | | $ | 58,707 | | | $ | 24,729 | |
Contract assets, current (b) | | 50,463 | | | 13,839 | |
Deferred revenue, including non-current portion (c), (d) | | 164,244 | | | 163,491 | |
_________________
(a)Receivables from contracts with customers, net, which are reported in Accounts receivable, net and Net related party receivables in the Company’s accompanying consolidated balance sheets, represent the Company’s unconditional rights to consideration under its contracts with customers. As of March 31, 2023 and June 30, 2022, the Company’s receivables reported above included $3,057 and $1,258, respectively, related to various related parties associated with contracts with customers. See Note 15 for further details on related party arrangements. Receivables from contracts with customers, net, excludes amounts recorded in Accounts receivable, net, associated with amounts due from the NBA and NHL related to escrow and player compensation recoveries and luxury tax payments. As of March 31, 2023, the Company had receivable balances related to escrow and player compensation recoveries of $10,861 recorded in Accounts receivable, net. As of June 30, 2022, the Company had receivable balances related to escrow and player compensation recoveries of $12,464 and $6,782, recorded in Accounts receivable, net and Other assets, respectively.
(b)Contract assets, current, which are reported as Other current assets in the Company’s accompanying consolidated balance sheets, primarily relate to the Company’s rights to consideration for goods or services transferred to the customer, for which the Company does not have an unconditional right to bill as of the reporting date. Contract assets are transferred to accounts receivable once the Company’s right to consideration becomes unconditional. The Company had contract asset balances related to local media rights of $24,065 and $0 as of March 31, 2023 and June 30, 2022, respectively. See Note 15 for further details on these related party arrangements.
(c)Deferred revenue, including non-current portion primarily relates to the Company’s receipt of consideration from customers or billing 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. The non-current portion of deferred revenue primarily consists of a $30,000 receipt from the NBA in December 2020 of league distributions in advance of the Company’s recognition. The Company’s deferred revenue related to local media rights was $0 and $0 as of March 31, 2023 and June 30, 2022, respectively. See Note 15 for further details on these related party arrangements.
(d)Revenue recognized for the nine months ended March 31, 2023 relating to the deferred revenue balance as of June 30, 2022 was $120,042.
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Transaction Price Allocated to the Remaining Performance Obligations
The following table depicts the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of March 31, 2023 and is based on current projections. 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. Additionally, the Company has elected to exclude variable consideration from its disclosure related to the remaining performance obligations under its local media rights arrangements, league-wide national and international television contracts, and certain other arrangements with variable consideration.
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Fiscal Year 2023 (remainder) | | $ | 15,975 | |
Fiscal Year 2024 | | 133,177 | |
Fiscal Year 2025 | | 91,362 | |
Fiscal Year 2026 | | 53,563 | |
Fiscal Year 2027 | | 28,675 | |
Thereafter | | 24,972 | |
| | $ | 347,724 | |
Note 4. Computation of Earnings per Common Share
The following table presents a reconciliation of earnings allocated to common shares and a reconciliation of weighted-average shares used in the calculations of basic and diluted earnings per common share attributable to the Company’s stockholders (“EPS”) and the number of shares excluded from diluted earnings per common share, as they were anti-dilutive.
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| | Three Months Ended | | Nine Months Ended |
| | March 31, | | March 31, |
| | 2023 | | 2022 | | 2023 | | 2022 |
Net earnings allocable to common shares, basic and diluted (numerator): | | | | | | | | |
Net income attributable to Madison Square Garden Sports Corp.’s stockholders | | $ | 52,379 | | | $ | 24,503 | | | $ | 57,050 | | | $ | 23,943 | |
Less: Dividends to other-than-common stockholders(a) | | — | | | — | | | 2,056 | | | — | |
Net earnings allocable to common shares, basic and diluted (numerator): | | $ | 52,379 | | | $ | 24,503 | | | $ | 54,994 | | | $ | 23,943 | |
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Weighted-average shares (denominator): | | | | | | | | |
Weighted-average shares for basic EPS | | 23,971 | | | 24,275 | | | 24,133 | | | 24,235 | |
Dilutive effect of shares issuable under share-based compensation plans | | 91 | | | 119 | | | 92 | | | 142 | |
Weighted-average shares for diluted EPS | | 24,062 | | | 24,394 | | | 24,225 | | | 24,377 | |
Weighted-average shares excluded from diluted EPS | | — | | | — | | | — | | | — | |
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Basic earnings per common share attributable to Madison Square Garden Sports Corp.’s stockholders | | $ | 2.19 | | | $ | 1.01 | | | $ | 2.28 | | | $ | 0.99 | |
Diluted earnings per common share attributable to Madison Square Garden Sports Corp.’s stockholders | | $ | 2.18 | | | $ | 1.00 | | | $ | 2.27 | | | $ | 0.98 | |
_________________
(a)Dividends to other-than-common stockholders consists of forfeitable rights to dividends declared and payable to holders of the Company’s unvested restricted stock units and performance restricted stock units.
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Note 5. Team Personnel Transactions
Direct operating and selling, general and administrative expenses in the accompanying consolidated statements of operations include a net provision or credit for transactions relating to the Company’s teams for waiver/contract termination costs, player trades and season-ending injuries (“Team personnel transactions”). Team personnel transactions were a net provision of $81 and $304 (net of insurance recovery of $656) for the three months ended March 31, 2023 and 2022, respectively, and a net credit of $219 and a net provision of $729 (net of insurance recovery of $656) for the nine months ended March 31, 2023 and 2022, respectively.
Note 6. Cash, Cash Equivalents and Restricted Cash
The following table provides a summary of the amounts recorded as cash, cash equivalents and restricted cash.
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| | As of |
| | March 31, 2023 | | June 30, 2022 | | March 31, 2022 | | June 30, 2021 |
Captions on the consolidated balance sheets: | | | | | | | | |
Cash and cash equivalents | | $ | 65,182 | | | $ | 91,018 | | | $ | 49,176 | | | $ | 64,902 | |
Restricted cash (a) | | 653 | | | — | | | 979 | | | 7,134 | |
Cash, cash equivalents and restricted cash on the consolidated statements of cash flows | | $ | 65,835 | | | $ | 91,018 | | | $ | 50,155 | | | $ | 72,036 | |
_________________
(a)Restricted cash as of March 31, 2023 and March 31, 2022 primarily included cash deposited in an escrow account (see Note 2 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022 for more information). As of June 30, 2021, restricted cash was related to the Company’s revolving credit facilities (see Note 11 for more information).
Note 7. Leases
As of March 31, 2023, the Company’s leases primarily consist of the lease of the Company’s principal executive offices under the Sublease Agreement with Sphere Entertainment (the “Sublease Agreement”) and, until April 2023, the lease of the CLG performance center in Los Angeles, CA. As of the MSGE Distribution Date, the Sublease Agreement is now between the Company and MSG Entertainment. In addition, the Company accounts for the rights of use of The Garden pursuant to the Arena License Agreements as leases under the ASC Topic 842, Leases. See Note 8 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022 for more information regarding the Company’s accounting policies associated with its leases.
As of March 31, 2023, the Company’s existing operating leases, which are recorded in the accompanying financial statements, have remaining lease terms ranging from 2 months to 32 years. In certain instances, leases include options to renew, with varying option terms. The exercise of lease renewals, if available under the lease 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.
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
The following table summarizes the right-of-use assets and lease liabilities recorded on the Company’s accompanying consolidated balance sheets as of March 31, 2023 and June 30, 2022:
| | | | | | | | | | | | | | | | | | | | | | |
| | Line Item in the Company’s Consolidated Balance Sheet | | March 31, 2023 | | June 30, 2022 | | |
Right-of-use assets: | | | | | | | | |
Operating leases | | Right-of-use lease assets | | $ | 670,410 | | | $ | 686,782 | | | |
Lease liabilities: | | | | | | | | |
Operating leases, current (a) | | Operating lease liabilities, current | | $ | 43,607 | | | $ | 43,699 | | | |
Operating leases, noncurrent (a) | | Operating lease liabilities, noncurrent | | 715,511 | | | 699,587 | | | |
Total lease liabilities | | | | $ | 759,118 | | | $ | 743,286 | | | |
_________________
(a)As of March 31, 2023, Operating lease liabilities, current and Operating lease liabilities, noncurrent included balances of $43,538 and $715,511, respectively, that are payable to Sphere Entertainment. As of June 30, 2022, Operating lease liabilities, current and Operating lease liabilities, noncurrent included balances of $43,028 and $699,587, respectively, that are payable to Sphere Entertainment.
The following table summarizes the activity recorded within the Company’s accompanying consolidated statements of operations for the three and nine months ended March 31, 2023 and 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Line Item in the Company’s Consolidated Statement of Operations | | Three Months Ended March 31, | | Nine Months Ended March 31, |
| | | 2023 | | 2022 | | 2023 | | 2022 |
Operating lease cost | | Direct operating expenses | | $ | 31,258 | | | $ | 29,737 | | | $ | 64,472 | | | $ | 59,004 | |
Operating lease cost | | Selling, general and administrative expenses | | 613 | | | 613 | | | 1,839 | | | 1,837 | |
Short-term lease cost | | Direct operating expenses | | 59 | | | 42 | | | 174 | | | 119 | |
| | | | | | | | | | |
Total lease cost | | | | $ | 31,930 | | | $ | 30,392 | | | $ | 66,485 | | | $ | 60,960 | |
Supplemental Information
For the nine months ended March 31, 2023 and 2022, cash paid for amounts included in the measurement of lease liabilities was $33,791 and $32,580, respectively.
The weighted average remaining lease term for operating leases recorded on the accompanying consolidated balance sheet as of March 31, 2023 was 32.1 years. The weighted average discount rate was 7.13% as of March 31, 2023 and represented the Company’s estimated incremental borrowing rate, assuming a secured borrowing, based on the remaining lease term at the time of either (i) adoption of the standard or (ii) the period in which the lease term expectation commenced or was modified.
Maturities of operating lease liabilities as of March 31, 2023 are as follows:
| | | | | | | | |
Fiscal Year 2023 (remainder) | | $ | 11,233 | |
Fiscal Year 2024 | | 45,361 | |
Fiscal Year 2025 | | 44,900 | |
Fiscal Year 2026 | | 45,374 | |
Fiscal Year 2027 | | 46,735 | |
Thereafter | | 2,066,577 | |
Total lease payments | | 2,260,180 | |
Less imputed interest | | (1,501,062) | |
Total lease liabilities | | $ | 759,118 | |
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Note 8. Goodwill and Intangible Assets
During the first quarter of fiscal year 2023, the Company performed its annual impairment test of goodwill and determined that there were no impairments identified as of the impairment test date. The carrying amount of goodwill as of March 31, 2023 and June 30, 2022 is $226,955.
The Company’s indefinite-lived intangible assets as of March 31, 2023 and June 30, 2022 are as follows:
| | | | | | | | |
| | |
| | |
Sports franchises | | $ | 111,064 | |
Photographic related rights | | 1,080 | |
| | $ | 112,144 | |
During the first quarter of fiscal year 2023, the Company performed its annual impairment test of identifiable indefinite-lived intangible assets and determined that there were no impairments identified as of the impairment test date.
The Company’s intangible assets subject to amortization are as follows:
| | | | | | | | | | | | | | | | | | | | |
March 31, 2023 | | Gross | | Accumulated Amortization | | Net |
Trade names | | $ | 2,300 | | | $ | (2,300) | | | $ | — | |
Non-compete agreements | | 2,400 | | | (2,400) | | | — | |
Other intangibles | | 1,200 | | | (731) | | | 469 | |
| | $ | 5,900 | | | $ | (5,431) | | | $ | 469 | |
| | | | | | | | | | | | | | | | | | | | |
June 30, 2022 | | Gross | | Accumulated Amortization | | Net |
Trade names | | $ | 2,300 | | | $ | (2,262) | | | $ | 38 | |
Non-compete agreements | | 2,400 | | | (2,360) | | | 40 | |
Other intangibles | | 1,200 | | | (642) | | | 558 | |
| | $ | 5,900 | | | $ | (5,264) | | | $ | 636 | |
For the three months ended March 31, 2023 and 2022, amortization expense of intangible assets was $29 and $265, respectively. For the nine months ended March 31, 2023 and 2022, amortization expense of intangible assets was $167 and $795, respectively.
Note 9. Fair Value Measurements
The following table presents the Company’s assets that are measured at fair value on a recurring basis, which include cash equivalents:
| | | | | | | | | | | | | | | | | | | | |
| | Fair Value Hierarchy | | March 31, 2023 | | June 30, 2022 |
Assets: | | | | | | |
| | | | | | |
Money market accounts | | I | | $ | 23,958 | | | $ | 26,018 | |
Time deposit | | I | | 34,007 | | | 56,082 | |
| | | | | | |
Equity investments | | I | | 24,993 | | | 2,736 | |
Warrants | | III | | 6,502 | | | — | |
Forward contract | | III | | 7,140 | | | — | |
Total assets measured at fair value | | | | $ | 96,600 | | | $ | 84,836 | |
Level I Inputs
Assets classified within Level I of the fair value hierarchy are valued using observable inputs that reflect quoted prices for identical assets in active markets. The carrying amount of the Company’s money market accounts and time deposit approximates fair value due to their short-term maturities. Equity investments include equity instruments with readily determinable fair value, which are included within Other assets in the accompanying consolidated balance sheets.
The equity investments balance as of March 31, 2023 includes an investment of $11,685 in common stock of Xtract One Technologies Inc. (“Xtract One”), a technology-driven threat detection and security solution company that is listed on the
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Toronto Stock Exchange (“TSX”) under the symbol “XTRA.” In addition, the remaining balance as of March 31, 2023 and balance as of June 30, 2022 consists of other equity investments held in trust under the Company’s Executive Deferred Compensation Plan (refer to note 12 for further details regarding the plan).
During the three and nine months ended March 31, 2023, the Company recorded unrealized gains of $7,337 related to the investment in Xtract One which is reported in Miscellaneous income (expense). During the three and nine months ended March 31, 2023, the Company recorded gains of $368 and $714, respectively, within Miscellaneous income (expense), net to reflect the remeasurement of the fair value of assets under the Company’s Executive Deferred Compensation Plan.
Level III Inputs
The Company’s level III assets consist of warrants entitling the Company to acquire additional common shares of Xtract One and a forward contract to acquire additional common stock and warrants of Xtract One. The Company’s warrants and forward contract are included within Other assets and Other current assets, respectively, in the accompanying consolidated balance sheets. The fair value of the Company’s warrants in Xtract One were determined using the Black-Scholes option pricing model. The fair value of the Company’s forward contract was determined using the number of additional common shares and warrants in the forward contract, the contractual price of the forward contract, the quoted prices of Xtract One, and the fair value of the Xtract One warrants as of March 31, 2023. The following are key assumptions used to calculated the fair value of the warrants as of March 31, 2023:
| | | | | | | | |
| | March 31, 2023 |
Expected term | | 2.47 years |
Expected volatility | | 77.32 | % |
Risk-free interest rate | | 3.94 | % |
The following table presents additional information about our assets for which we utilize Level III inputs to determine fair value:
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended |
| | March 31, | | March 31, |
| | 2023 | | | | 2023 |
Balance at beginning of period | | $ | — | | | | | $ | — | |
Purchases of warrants | | 1,959 | | | | | 1,959 | |
Unrealized gains on warrants | | 4,543 | | | | | 4,543 | |
Unrealized gains on forward contract | | 7,140 | | | | | 7,140 | |
Balance at end of period | | $ | 13,642 | | | | | $ | 13,642 | |
The carrying value and fair value of the Company’s financial instruments reported in the accompanying consolidated balance sheets are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2023 | | June 30, 2022 |
| | Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Liabilities | | | | | | | | |
Debt, current (a) | | $ | 30,000 | | | $ | 30,000 | | | $ | 30,000 | | | $ | 30,000 | |
Long-term debt (b) | | $ | 350,000 | | | $ | 350,000 | | | $ | 220,000 | | | $ | 220,000 | |
| | | | | | | | |
_________________(a)The Company’s debt, current 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. The fair value of the Company’s debt, current is the same as its carrying amount based on valuation of similar securities. See Note 11 for further details.
(b)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. The fair value of the Company’s long-term debt is the same as its carrying amount as the debt bears interest at a variable rate indexed to current market conditions. See Note 11 for further details.
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Note 10. Commitments and Contingencies
Commitments
As more fully described in Note 12 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022, the Company’s commitments consist primarily of the Company’s obligations under employment agreements that the Company has with its professional sports teams’ personnel that are generally guaranteed regardless of employee injury or termination. In addition, see Note 7 for more information on the contractual obligations related to future lease payments. The Company did not have any material changes in its contractual obligations, including off-balance sheet commitments, since the end of fiscal year 2022 other than activities in the ordinary course of business.
Legal Matters
The Company is a defendant in various lawsuits. Although the outcome of these lawsuits cannot be predicted with certainty (including the extent of available insurance), management does not believe that resolution of these lawsuits will have a material adverse effect on the Company.
Note 11. Debt
Knicks Revolving Credit Facility
On September 30, 2016, New York Knicks, LLC (“Knicks LLC”), a wholly owned subsidiary of the Company, entered into a credit agreement (the “2016 Knicks Credit Agreement”) with a syndicate of lenders providing for a senior secured revolving credit facility of up to $200,000 with a term of five years (the “2016 Knicks Revolving Credit Facility”) to fund working capital needs and for general corporate purposes. The 2016 Knicks Revolving Credit Facility would have matured and any unused commitments thereunder would have expired on September 30, 2021.
On November 6, 2020, the Company amended and restated the 2016 Knicks Credit Agreement in its entirety (the “2020 Knicks Credit Agreement”). On December 14, 2021, Knicks LLC entered into Amendment No. 2 to the 2020 Knicks Credit Agreement, which amended and restated the 2020 Knicks Credit Agreement (the “2021 Knicks Credit Agreement”).
The 2021 Knicks Credit Agreement provides for a senior secured revolving credit facility of up to $275,000 (the “2021 Knicks Revolving Credit Facility”) to fund working capital needs and for general corporate purposes. The maturity date of the 2021 Knicks Credit Agreement is December 14, 2026. Amounts borrowed may be distributed to the Company except during an event of default.
All borrowings under the 2021 Knicks Revolving Credit Facility are subject to the satisfaction of certain customary conditions. Borrowings under the 2021 Knicks Credit Agreement bear interest at a floating rate, which at the option of Knicks LLC may be either (i) a base rate plus a margin ranging from 0.250% to 0.500% per annum or (ii) term Secured Overnight Financing Rate (“SOFR”) plus a credit spread adjustment of 0.100% per annum plus a margin ranging from 1.250% to 1.500% per annum depending on the credit rating applicable to the NBA’s league-wide credit facility. Knicks LLC is required to pay a commitment fee ranging from 0.250% to 0.300% per annum in respect of the average daily unused commitments under the 2021 Knicks Revolving Credit Facility. During the nine months ended March 31, 2023, the Company borrowed an additional $55,000 and made principal repayments of $15,000 under the 2021 Knicks Revolving Credit Facility. The outstanding balance under the 2021 Knicks Revolving Credit Facility was $260,000 as of March 31, 2023, which was recorded as Long-term debt in the accompanying consolidated balance sheet. The interest rate on the 2021 Knicks Revolving Credit Facility as of March 31, 2023 was 6.11%. During the nine months ended March 31, 2023 the Company made interest payments of $8,865 in respect of the 2021 Knicks Revolving Credit Facility.
All obligations under the 2021 Knicks Revolving Credit Facility are secured by a first lien security interest in certain of Knicks LLC’s assets, including, but not limited to, (i) the Knicks LLC’s membership rights in the NBA, (ii) revenues to be paid to Knicks LLC by the NBA pursuant to certain U.S. national broadcast agreements, and (iii) revenues to be paid to Knicks LLC pursuant to local media contracts.
Subject to customary notice and minimum amount conditions, Knicks LLC may voluntarily prepay outstanding loans under the 2021 Knicks Revolving Credit Facility at any time, in whole or in part, without premium or penalty (except for customary breakage costs with respect to SOFR-based loans). Knicks LLC is required to make mandatory prepayments in certain circumstances, including without limitation if the maximum available amount under the 2021 Knicks Revolving Credit Facility is greater than 350% of qualified revenues.
In addition to the financial covenant described above, the 2021 Knicks Credit Agreement and related security agreements contain certain customary representations and warranties, affirmative covenants and events of default. The 2021 Knicks
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Revolving Credit Facility contains certain restrictions on the ability of Knicks LLC to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the 2021 Knicks Revolving Credit Facility, including the following: (i) incurring additional indebtedness and contingent liabilities; (ii) creating liens on certain assets; (iii) making restricted payments during the continuance of an event of default under the 2021 Knicks Revolving Credit Facility; (iv) engaging in sale and leaseback transactions; (v) merging or consolidating; and (vi) taking certain actions that would invalidate the secured lenders’ liens on any Knicks LLC’s collateral.
The 2021 Knicks Revolving Credit Facility requires Knicks LLC to comply with a debt service ratio of at least 1.5:1.0 over a trailing four quarter period. As of March 31, 2023, Knicks LLC was in compliance with this financial covenant.
Knicks Holdings Credit Facility
On November 6, 2020, Knicks Holdings, LLC, an indirect, wholly-owned subsidiary of the Company and the direct parent of Knicks LLC (“Knicks Holdings”), entered into a credit agreement with a syndicate of lenders (the “2020 Knicks Holdings Credit Agreement”). The 2020 Knicks Holdings Credit Agreement provided for a revolving credit facility of up to $75,000 (the “2020 Knicks Holdings Revolving Credit Facility”) to fund working capital needs and for general corporate purposes. On December 14, 2021, the Company terminated the 2020 Knicks Holdings Revolving Credit Facility in its entirety.
Rangers Revolving Credit Facility
On January 25, 2017, New York Rangers, LLC (“Rangers LLC”), a wholly owned subsidiary of the Company, entered into a credit agreement (the “2017 Rangers Credit Agreement”) with a syndicate of lenders providing for a senior secured revolving credit facility of up to $150,000 with a term of five years (the “2017 Rangers Revolving Credit Facility”) to fund working capital needs and for general corporate purposes. The 2017 Rangers Revolving Credit Facility would have matured and any unused commitments thereunder would have expired on January 25, 2022.
On November 6, 2020, the Company amended and restated the 2017 Rangers Credit Agreement in its entirety (the “2020 Rangers Credit Agreement”). On December 14, 2021, Rangers LLC entered into Amendment No. 3 to the 2020 Rangers Credit Agreement, which amended and restated the 2020 Rangers Credit Agreement (the “2021 Rangers Credit Agreement”).
The 2021 Rangers Credit Agreement provides for a senior secured revolving credit facility of up to $250,000 (the “2021 Rangers Revolving Credit Facility”) to fund working capital needs and for general corporate purposes. The maturity date of the 2021 Rangers Credit Agreement is December 14, 2026. Amounts borrowed may be distributed to the Company except during an event of default.
All borrowings under the 2021 Rangers Revolving Credit Facility are subject to the satisfaction of certain customary conditions. Borrowings under the 2021 Rangers Revolving Credit Facility bear interest at a floating rate, which at the option of Rangers LLC may be either (i) a base rate plus a margin ranging from 0.500% to 1.000% per annum or (ii) term SOFR plus a credit spread adjustment of 0.100% per annum plus a margin ranging from 1.500% to 2.000% per annum depending on the credit rating applicable to the NHL’s league-wide credit facility. Rangers LLC is required to pay a commitment fee ranging from 0.375% to 0.625% per annum in respect of the average daily unused commitments under the 2021 Rangers Revolving Credit Facility. During the nine months ended March 31, 2023, the Company borrowed $160,000 and made principal repayments of $70,000 under the 2021 Rangers Revolving Credit Facility. The outstanding balance under the 2021 Rangers Revolving Credit Facility was $90,000 as of March 31, 2023, which was recorded as Long-term debt in the accompanying consolidated balance sheet. The interest rate on the 2021 Rangers Revolving Credit Facility as of March 31, 2023 was 6.66%. During the nine months ended March 31, 2023 the Company made interest payments of $3,669 in respect of the 2021 Rangers Revolving Credit Facility. In addition, on April 28, 2023, the Company made an additional principal repayment of $30,000 under the 2021 Rangers Revolving Credit Facility.
All obligations under the 2021 Rangers Revolving Credit Facility are, subject to the 2021 Rangers NHL Advance Agreement (as defined below), secured by a first lien security interest in certain of Rangers LLC’s assets, including, but not limited to, (i) Rangers LLC’s membership rights in the NHL, (ii) revenues to be paid to Rangers LLC by the NHL pursuant to certain U.S. and Canadian national broadcast agreements, and (iii) revenues to be paid to Rangers LLC pursuant to local media contracts.
Subject to customary notice and minimum amount conditions, Rangers LLC may voluntarily prepay outstanding loans under the 2021 Rangers Revolving Credit Facility at any time, in whole or in part, without premium or penalty (except for customary breakage costs with respect to SOFR-based loans). Rangers LLC is required to make mandatory prepayments in certain circumstances, including without limitation if qualified revenues are less than 17% of the maximum available amount under the 2021 Rangers Revolving Credit Facility.
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
In addition to the financial covenant described above, the 2021 Rangers Credit Agreement and related security agreements contain certain customary representations and warranties, affirmative covenants and events of default. The 2021 Rangers Revolving Credit Facility contains certain restrictions on the ability of Rangers LLC to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the 2021 Rangers Revolving Credit Facility, including the following: (i) incurring additional indebtedness and contingent liabilities; (ii) creating liens on certain assets; (iii) making restricted payments during the continuance of an event of default under the 2021 Rangers Revolving Credit Facility; (iv) engaging in sale and leaseback transactions; (v) merging or consolidating; and (vi) taking certain actions that would invalidate the secured lenders’ liens on any of Rangers LLC’s assets securing the obligations under the 2021 Rangers Revolving Credit Facility.
The 2021 Rangers Revolving Credit Facility requires Rangers LLC to comply with a debt service ratio of at least 1.5:1.0 over a trailing four quarter period. As of March 31, 2023, Rangers LLC was in compliance with this financial covenant.
2021 Rangers NHL Advance Agreement
On March 19, 2021, Rangers LLC, Rangers Holdings, LLC and MSG NYR Holdings LLC entered into an advance agreement with the NHL (the “2021 Rangers NHL Advance Agreement”) pursuant to which the NHL advanced $30,000 to Rangers LLC. The advance is to be utilized solely and exclusively to pay for Rangers LLC operating expenses.
All obligations under the 2021 Rangers NHL Advance Agreement are senior to and shall have priority over all secured and other indebtedness of Rangers LLC, Rangers Holdings, LLC and MSG NYR Holdings LLC. All borrowings under the 2021 Rangers NHL Advance Agreement were made on a non-revolving basis and bear interest at 3.00% per annum, ending on the date any such advances are fully repaid. Advances received under the 2021 Rangers NHL Advance Agreement are payable upon demand by the NHL. It is expected that the advanced amount will be set off against funds that would otherwise be paid, distributed or transferred by the NHL to Rangers LLC. The outstanding balance under the 2021 Rangers NHL Advance Agreement was $30,000 as of March 31, 2023 and was recorded as Debt in the accompanying consolidated balance sheet. During the nine months ended March 31, 2023 the Company made interest payments of $675.
Deferred Financing Costs
The following table summarizes deferred financing costs, net of amortization, related to the Company’s credit facilities as reported on the accompanying consolidated balance sheets:
| | | | | | | | | | | | | | |
| | March 31, 2023 | | June 30, 2022 |
Other current assets | | $ | 1,145 | | | $ | 1,145 | |
Other assets | | 3,096 | | | 3,954 | |
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Note 12. Benefit Plans
Defined Benefit Pension Plans
Prior to the Sphere Distribution, the Company sponsored various defined benefit pension plans and a contributory welfare plan. As of the Sphere Distribution Date, the Company and Sphere Entertainment entered into an employee matters agreement (the “Employee Matters Agreement”) which determined each company’s obligations after the Sphere Distribution with regard to historical liabilities under the Company’s former pension and postretirement plans. See Note 14 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022 for more information with regard to the liabilities retained by the Company from certain plans, which were transferred to the MSG Sports, LLC Excess Cash Balance Plan and MSG Sports, LLC Excess Retirement Plan, which the Company established in connection with the Sphere Distribution and are collectively referred to the “MSGS Pension Plans.”
The following table presents components of net periodic benefit cost for the MSGS Pension Plans included in the accompanying consolidated statements of operations for the three and nine months ended March 31, 2023 and 2022. Net periodic benefit cost is reported in Miscellaneous income (expense), net.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
| | | | | | |
| | Three Months Ended | | Nine Months Ended |
| | March 31, | | March 31, |
| | 2023 | | 2022 | | 2023 | | 2022 |
| | | | | | | | |
Interest cost | | $ | 60 | | | $ | 31 | | | $ | 180 | | | $ | 93 | |
| | | | | | | | |
Recognized actuarial loss | | 4 | | | 33 | | | 13 | | | 99 | |
| | | | | | | | |
| | | | | | | | |
Net periodic benefit cost | | $ | 64 | | | $ | 64 | | | $ | 193 | | | $ | 192 | |
Defined Contribution Plans
Prior to the Sphere Distribution, the Company sponsored The Madison Square Garden 401(k) Savings Plan (the “401(k) Plan”), which is a multiple employer plan and the MSG S&E, LLC Excess Savings Plan (collectively referred to as the “Savings Plans”). As a result of the Sphere Distribution, the Savings Plans were transferred to Sphere Entertainment. However, MSG Sports employees continue to participate in the 401(k) Plan. In addition, pursuant to the Employee Matters Agreement the Company established the MSG Sports LLC Excess Savings Plan to provide non-qualified retirement benefits to eligible MSG Sports employees. See Note 14 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022 for more information with regard to the liabilities retained by the Company.
Expenses related to the Savings Plans that are included in the accompanying consolidated statements of operations were $1,465 and $3,602 for the three and nine months ended March 31, 2023, respectively, and $1,238 and $3,076 for the three and nine months ended March 31, 2022 respectively.
Executive Deferred Compensation Plan
See Note 14 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022 for more information regarding the Company’s Executive Deferred Compensation Plan (the “Deferred Compensation Plan”). The Company recorded compensation expense of $368 and $714 for the three and nine months ended March 31, 2023, respectively, within Selling, general and administrative expenses to reflect the remeasurement of the Deferred Compensation Plan liability. In addition, the Company recorded gains of $368 and $714 for the three and nine months ended March 31, 2023, respectively, within Miscellaneous income (expense), net to reflect the remeasurement of the fair value of assets under the Deferred Compensation Plan.
The following table summarizes amounts recognized related to the Deferred Compensation Plan in the consolidated balance sheets:
| | | | | | | | | | | | | | |
| | March 31, 2023 | | June 30, 2022 |
Non-current assets (included in other assets) | | $ | 13,309 | | | $ | 2,736 | |
Current liabilities (included in accrued employee related costs) | | (1,262) | | | (123) | |
Non-current liabilities (included in other employee related costs) | | (12,047) | | | (2,613) | |
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Note 13. Share-based Compensation
See Note 15 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022 for more information regarding the Company’s 2015 Employee Stock Plan (the “Employee Stock Plan”) and its 2015 Stock Plan for Non-Employee Directors.
Share-based compensation expense was recognized in the consolidated statements of operations as a component of Selling, general and administrative expenses. Share-based compensation expense was $3,220 and $22,059 for the three and nine months ended March 31, 2023, respectively and $6,973 and $19,178 for the three and nine months ended March 31, 2022, respectively. There were no costs related to share-based compensation that were capitalized for the three and nine months ended March 31, 2023 and 2022 respectively.
Restricted Stock Units Award Activity
The following table summarizes activity related to the Company’s restricted stock units and performance restricted stock units, collectively referred to as “RSUs,” held by the Company and Sphere Entertainment employees and non-employee directors, for the nine months ended March 31, 2023:
| | | | | | | | | | | | | | | | | |
| Number of | | Weighted-Average Fair Value Per Share at Date of Grant (a) |
| Nonperformance Based Vesting RSUs | | Performance Based Vesting RSUs | |
Unvested award balance, June 30, 2022 | 199 | | | 189 | | | $ | 198.21 | |
Granted | 74 | | | 57 | | | $ | 161.70 | |
Vested | (169) | | | (87) | | | $ | 213.11 | |
Forfeited / Cancelled | (2) | | | (2) | | | $ | 159.80 | |
Unvested award balance, March 31, 2023 | 102 | | | 157 | | | $ | 165.49 | |
_____________________
(a)Weighted-average fair value per share at date of grant does not reflect any adjustments to awards granted prior to the Sphere Distribution.
The fair value of RSUs that vested during the nine months ended March 31, 2023 was $40,795. Upon delivery, RSUs granted under the Employee Stock Plan were net share-settled to cover the required statutory tax withholding obligations. To fulfill the Company’s and Sphere Entertainment’s employees’ required statutory tax withholding obligations for the applicable income and other employment taxes, 117 of these RSUs, with an aggregate value of $18,621, inclusive of $4,956 related to Sphere Entertainment employees (who vested in the Company’s RSUs), were retained by the Company and the taxes paid are reflected as a financing activity in the accompanying consolidated statement of cash flows for the nine months ended March 31, 2023.
The fair value of RSUs that vested during the nine months ended March 31, 2022 was $40,490. The weighted-average fair value per share at grant date of RSUs granted during the nine months ended March 31, 2022 was $160.22.
Stock Options Award Activity
The following table summarizes activity related to the Company’s stock options for the nine months ended March 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| Number of Time Vesting Options | | Weighted-Average Exercise Price Per Share | | Weighted-Average Remaining Contractual Term (In Years) | | Aggregate Intrinsic Value |
| | | |
Balance as of June 30, 2022 | 94 | | | $ | 145.78 | | | | | |
Granted | — | | | $ | — | | | | | |
Cancelled | — | | | $ | — | | | | | |
Balance as of March 31, 2023 | 94 | | | $ | 138.78 | | | 4.71 | | $ | 5,261 | |
Exercisable as of March 31, 2023 | 94 | | | $ | 138.78 | | | 4.71 | | $ | 5,261 | |
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Note 14. Stock Repurchase Program
Effective as of October 1, 2015, the Company’s board of directors authorized the repurchase of up to $525,000 of the Company’s Class A Common Stock. Under the authorization, shares of Class A Common Stock may be purchased from time to time in open market or private transactions, block trades or such other manner as the Company may determine, in accordance with applicable insider trading and other securities laws and regulations. The timing and amount of purchases will depend on market conditions and other factors.
On October 6, 2022, the Company’s Board of Directors authorized a $75,000 accelerated share repurchase (“ASR”) program under the Company’s existing share repurchase authorization. On October 28, 2022, the Company entered into a $75,000 ASR agreement with JPMorgan Chase Bank, National Association (“JP Morgan”). Pursuant to the ASR agreement, the Company made a payment of $75,000 to JP Morgan and JP Morgan delivered 388,777 initial shares of Class A Common Stock to the Company on November 1, 2022, representing 80% of the total shares expected to be repurchased under the ASR (determined based on the closing price of the Company’s Class A Common Stock of $154.33 on October 28, 2022). The ASR was completed on January 31, 2023 with JP Morgan delivering 67,681 additional shares of Class A Common Stock to the Company upon final settlement. The average purchase price per share for shares of Class A Common Stock purchased by the Company pursuant to the ASR was $164.31.
The ASR was accounted for as a repurchase of shares and as an equity forward contract indexed to the Company’s Class A Common Stock. The equity forward contract was classified as an equity instrument under ASC Subtopic 815-40. The Company has treated the initial and final shares of Class A Common Stock delivered as treasury shares as of the date the shares were physically delivered in computing the weighted average shares of outstanding Class A Common Stock for both basic and diluted earnings per share.
As of March 31, 2023, the Company had $184,639 of availability remaining under its stock repurchase authorization.
Note 15. Related Party Transactions
On July 9, 2021, MSG Networks merged with a subsidiary of Sphere Entertainment and became a wholly-owned subsidiary of Sphere Entertainment. Accordingly, agreements between the Company and MSG Networks are now effectively agreements with Sphere Entertainment on a consolidated basis.
As of March 31, 2023, 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 own 100% of the Company’s outstanding Class B Common Stock and own approximately 3.2% of the Company’s outstanding Class A Common Stock. Such shares of the Company’s Class A Common Stock and Class B Common Stock, collectively, represent approximately 71.0% of the aggregate voting power of the Company’s outstanding common stock. Members of the Dolan family are also the controlling stockholders of Sphere Entertainment, MSG Entertainment and AMC Networks Inc. (“AMC Networks”).
The Company was party to the following agreements and/or arrangements with Sphere Entertainment as of March 31, 2023, which are now between the Company and MSG Entertainment as of the MSGE Distribution Date:
•Arena License Agreements pursuant to which MSG Entertainment (i) provides the right to use The Garden for games of the Knicks and the Rangers for a 35-year term in exchange for arena 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 sales of food and beverage concessions in exchange for 50% of net profits from sales and catering services during Knicks and Rangers home games, (v) provides day of game services that were historically provided prior to the Sphere Distribution, and (vi) provides other general services within The Garden;
•Sponsorship sales and service representation agreements pursuant to which MSG Entertainment has the exclusive right and obligation to sell the Company’s sponsorships for an initial stated term of 10 years for a commission. In addition, under this agreement, the Company is charged by MSG Entertainment for sales and service staff and overhead associated with the sales of sponsorship assets;
•Team sponsorship allocation agreement with MSG Entertainment, pursuant to which teams continue receiving an allocation of sponsorship and signage revenues associated with the sponsorship agreements that existed at the Sphere Distribution Date;
•Services Agreement (the “Services Agreement”) pursuant to which the Company (i) receives certain services from MSG Entertainment, such as information technology, accounts payable, payroll, human resources, and other corporate
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
functions and executive support services, in exchange for service fees and (ii) provides certain services to MSG Entertainment, such as certain communications, legal and ticketing services, in exchange for service fees;
•Sublease agreement, pursuant to which the Company leases office space from MSG Entertainment;
•Group ticket sales representation agreement, pursuant to which MSG Entertainment appointed the Company as its sales and service representative to sell group ticket packages related to MSG Entertainment events in exchange for a commission;
•Single night rental commission agreement, pursuant to which the Company may, from time to time, sell (or make referrals for sales of) licenses for the use of suites at The Garden for individual MSG Entertainment events in exchange for a commission and reimbursement for sales and service staff and overhead associated with the ticket sales on behalf of MSG Entertainment;
•Interest-bearing advances to MSG Entertainment in connection with the construction of new premium hospitality suites at The Garden;
•Aircraft sharing agreements pursuant to which MSG Entertainment has agreed from time to time to make its aircraft and aircraft it leases from other related parties available to the Company for lease on a “time sharing” basis and;
•Other agreements with MSG Entertainment entered into in connection with the Sphere Distribution, including a trademark license agreement and certain other arrangements.
The Company is also party to the following agreements and/or arrangements with Sphere Entertainment (including through its subsidiary MSG Networks) which were not assigned to MSG Entertainment in connection with the MSGE Distribution:
•Media rights agreements between the Company and MSG Networks, with stated terms of 20 years providing MSG Networks with local telecast right for Knicks and Rangers games in exchange for media rights fees;
•Other agreements with Sphere Entertainment in connection with the Sphere Distribution, including a distribution agreement, a tax disaffiliation agreement and an employee matters agreement and certain other arrangements; and
•Other agreements with MSG Networks entered into in connection with the MSGS Distribution, including a distribution agreement, a tax disaffiliation agreement, an employee matters agreement and certain other arrangements.
In addition, the Company shared certain executive support costs, including office space, executive assistants, security and transportation costs for: (i) the Company’s Executive Chairman with Sphere Entertainment; and (ii) the Company’s Vice Chairman with AMC Networks and Sphere Entertainment. Following the MSGE Distribution, such costs are also shared with MSG Entertainment. The Company also previously shared costs for the Company’s former Chief Executive Officer with Sphere Entertainment through March 31, 2022. Additionally, the Company, Sphere Entertainment and AMC Networks allocated the costs of certain personal aircraft and helicopter usage by their shared executives. Following the MSGE Distribution, such costs are also shared with MSG Entertainment.
From time to time the Company has entered into, and is expected to continue to enter into, arrangements with 605, LLC. Kristin A. Dolan, a former director of the Company and spouse of James L. Dolan, the Company’s Executive Chairman and a director, is the founder and Chief Executive Officer of 605, LLC. James L. Dolan and Kristin A. Dolan own 50% of 605, LLC. 605, LLC provides audience measurement and data analytics services to the Company and its subsidiaries in the ordinary course of business.
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Revenues and Operating Expenses
The following table summarizes the composition and amounts of the transactions with the Company’s affiliates. These amounts are reflected in revenues and operating expenses in the accompanying consolidated statements of operations for the three and nine months ended March 31, 2023 and 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, | | Nine Months Ended March 31, |
| | 2023 | | 2022 | | 2023 | | 2022 |
Revenues (a) | | $ | 84,024 | | | $ | 75,851 | | | $ | 167,148 | | | $ | 153,229 | |
Operating expenses: | | | | | | | | |
| | | | | | | | |
Corporate expenses pursuant to Services Agreement with Sphere Entertainment | | $ | 8,702 | | | $ | 9,473 | | | $ | 28,032 | | | $ | 29,347 | |
Rent expense (sublease) due to Sphere Entertainment | | 741 | | | 752 | | | 2,162 | | | 2,232 | |
Costs associated with the Sponsorship sales and service representation agreements | | 7,866 | | | 8,389 | | | 16,525 | | | 16,857 | |
Operating lease expense associated with the Arena License Agreements | | 30,962 | | | 29,425 | | | 63,890 | | | 58,422 | |
Other costs associated with the Arena License Agreements | | 14,135 | | | 12,771 | | | 30,202 | | | 24,790 | |
Other operating expenses, net | | 64 | | | 479 | | | 69 | | | 800 | |
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(a) Primarily consist of local media rights recognized from the licensing of team-related programming under the media rights agreements covering the Knicks and the Rangers.
Note 16. Income Taxes
In general, the Company is required to use an estimated annual effective tax rate to measure the tax benefit or tax expense recognized in an interim period. The estimated annual effective tax rate exceeds the statutory federal tax rate of 21% primarily due to state taxes, nondeductible officers’ compensation, and players’ disability insurance premiums expense. The estimated annual effective tax rate is revised on a quarterly basis.
Income tax expense for the three and nine months ended March 31, 2023 of $42,962 and $47,024, respectively, reflect an effective tax rate of 45% and 46%.
Income tax expense for the three and nine months ended March 31, 2022 of $34,993 and $30,939, respectively, reflect an effective tax rate of 59% and 58%.
The Company was notified in April 2020 that the City of New York was commencing an audit of the local income tax returns for the fiscal years ended June 30, 2016 and 2017. The Company does not expect the examinations, when finalized, to result in material changes
During the nine months ended March 31, 2023, the Company made income tax payments of $1,084.
Note 17. Subsequent Events
CLG & NRG Combination
On April 6, 2023, the Company completed the sale of its controlling interest in CLG to NRG, a professional gaming and entertainment company, in exchange for a noncontrolling equity interest in the combined NRG/CLG company, which will be accounted for as an equity method investment. The Company will deconsolidate the CLG business in the fourth quarter of fiscal year 2023 and the transaction is not expected to have a material impact on the Company’s ongoing operations, financial position, or cash flows.