Madison Square Garden Sports Corp. 10-Q

Item 1. Financial Statements MADISON SQUARE GARDEN SPORTS CORP. CONSOLIDATED BALANCE SHEETS (in thousands, except per share data) December 31, 2021 June 30, 2021 (Unaudited) ASSETS Current Assets: Cash and cash equivalents $ 54,815 $ 64,902 Restricted cash 745 7,134 Accounts receivable, net of allowance for doubtful accounts of $ 0 and $ 0 as of December 31, 2021 and June 30, 2021, respectively 79,737 74,197 Net related party receivables 31,751 6,420 Prepaid expenses 33,996 16,724 Other current assets 17,511 15,869 Total current assets 218,555 185,246 Property and equipment, net of accumulated depreciation and amortization of $ 44,784 and $ 42,673 as of December 31, 2021 and June 30, 2021, respectively 34,233 35,716 Right-of-use lease assets 697,309 703,521 Amortizable intangible assets, net 1,165 1,695 Indefinite-lived intangible assets 112,144 112,144 Goodwill 226,955 226,955 Deferred income tax assets, net 19,975 15,943 Other assets 39,085 28,719 Total assets $ 1,349,421 $ 1,309,939 See accompanying notes to consolidated financial statements. 1 Table of Contents MADISON SQUARE GARDEN SPORTS CORP. CONSOLIDATED BALANCE SHEETS (Continued) (in thousands, except per share data) December 31, 2021 June 30, 2021 (Unaudited) LIABILITIES AND EQUITY Current Liabilities: Accounts payable $ 3,009 $ 2,226 Net related party payables 24,708 17,089 Debt 30,000 30,000 Accrued liabilities: Employee related costs 88,312 90,269 Other accrued liabilities 85,883 55,718 Operating lease liabilities, current 43,081 41,951 Deferred revenue 176,805 131,025 Total current liabilities 451,798 368,278 Long-term debt 330,000 355,000 Operating lease liabilities, noncurrent 692,532 691,152 Defined benefit obligations 6,149 6,283 Other employee related costs 46,234 57,740 Deferred revenue, noncurrent 31,324 31,603 Other liabilities 994 1,749 Total liabilities 1,559,031 1,511,805 Commitments and contingencies (see Note 10) Madison Square Garden Sports Corp. Stockholders’ Equity: Class A Common stock, par value $ 0.01 , 120,000 shares authorized; 19,689 and 19,587 shares outstanding as of December 31, 2021 and June 30, 2021, respectively 204 204 Class B Common stock, par value $ 0.01 , 30,000 shares authorized; 4,530 shares outstanding as of December 31, 2021 and June 30, 2021 45 45 Preferred stock, par value $ 0.01 , 15,000 shares authorized; none outstanding as of December 31, 2021 and June 30, 2021 — — Additional paid-in capital 6,460 23,102 Treasury stock, at cost, 759 and 861 shares as of December 31, 2021 and June 30, 2021, respectively ( 129,426 ) ( 146,734 ) Accumulated deficit ( 87,390 ) ( 78,898 ) Accumulated other comprehensive loss ( 1,983 ) ( 2,027 ) Total Madison Square Garden Sports Corp. stockholders’ equity ( 212,090 ) ( 204,308 ) Nonredeemable noncontrolling interests 2,480 2,442 Total equity ( 209,610 ) ( 201,866 ) Total liabilities and equity $ 1,349,421 $ 1,309,939 See accompanying notes to consolidated financial statements. 2 Table of Contents MADISON SQUARE GARDEN SPORTS CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except per share data) Three Months Ended Six Months Ended December 31, December 31, 2021 2020 2021 2020 Revenues (a) $ 289,581 $ 28,771 $ 308,375 $ 85,809 Operating expenses: Direct operating expenses (b) 192,847 16,661 201,425 56,447 Selling, general and administrative expenses (c) 59,600 48,909 103,328 91,905 Depreciation and amortization 1,215 1,607 2,641 3,267 Operating income (loss) 35,919 ( 38,406 ) 981 ( 65,810 ) Other income (expense): Interest income 43 — 93 — Interest expense ( 3,585 ) ( 2,487 ) ( 6,688 ) ( 4,476 ) Miscellaneous expense, net ( 64 ) ( 70 ) ( 127 ) ( 190 ) ( 3,606 ) ( 2,557 ) ( 6,722 ) ( 4,666 ) Income (loss) from operations before income taxes 32,313 ( 40,963 ) ( 5,741 ) ( 70,476 ) Income tax (expense) benefit ( 17,115 ) ( 170 ) 4,054 328 Net income (loss) 15,198 ( 41,133 ) ( 1,687 ) ( 70,148 ) Less: Net loss attributable to nonredeemable noncontrolling interests ( 647 ) ( 508 ) ( 1,127 ) ( 1,106 ) Net income (loss) attributable to Madison Square Garden Sports Corp.’s stockholders $ 15,845 $ ( 40,625 ) $ ( 560 ) $ ( 69,042 ) Basic earnings (loss) per common share attributable to Madison Square Garden Sports Corp.’s stockholders $ 0.65 $ ( 1.68 ) $ ( 0.02 ) $ ( 2.86 ) Diluted earnings (loss) per common share attributable to Madison Square Garden Sports Corp.’s stockholders $ 0.65 $ ( 1.68 ) $ ( 0.02 ) $ ( 2.86 ) Weighted-average number of common shares outstanding: Basic 24,261 24,144 24,217 24,103 Diluted 24,373 24,144 24,217 24,103 _________________ (a) Includes revenues from related parties of $ 70,131 and $ 14,369 for the three months ended December 31, 2021 and 2020, respectively, and $ 77,378 and $ 23,430 for the six months ended December 31, 2021 and 2020, respectively. (b) Includes net charges from related parties of $ 37,874 and $ 2,650 for the three months ended December 31, 2021 and 2020, respectively, and $ 40,032 and $ 3,264 for the six months ended December 31, 2021 and 2020, respectively. (c) Includes net charges from related parties of $ 18,880 and $ 10,455 for the three months ended December 31, 2021 and 2020, respectively, and $ 31,127 and $ 24,202 for the six months ended December 31, 2021 and 2020, respectively. See accompanying notes to consolidated financial statements. 3 Table of Contents MADISON SQUARE GARDEN SPORTS CORP. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (in thousands) Three Months Ended Six Months Ended December 31, December 31, 2021 2020 2021 2020 Net income (loss) $ 15,198 $ ( 41,133 ) $ ( 1,687 ) $ ( 70,148 ) Other comprehensive income, before income taxes: Pension plans: Amounts reclassified from accumulated other comprehensive loss: Amortization of actuarial loss included in net periodic benefit cost 33 10 66 20 Other comprehensive income, before income taxes 33 10 66 20 Income tax expense related to items of other comprehensive income ( 11 ) — ( 22 ) — Other comprehensive income, net of income taxes 22 10 44 20 Comprehensive income (loss) 15,220 ( 41,123 ) ( 1,643 ) ( 70,128 ) Less: Comprehensive loss attributable to nonredeemable noncontrolling interests ( 647 ) ( 508 ) ( 1,127 ) ( 1,106 ) Comprehensive income (loss) attributable to Madison Square Garden Sports Corp.’s stockholders $ 15,867 $ ( 40,615 ) $ ( 516 ) $ ( 69,022 ) See accompanying notes to consolidated financial statements. 4 Table of Contents MADISON SQUARE GARDEN SPORTS CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Six Months Ended December 31, 2021 2020 Cash flows from operating activities: Net loss $ ( 1,687 ) $ ( 70,148 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 2,641 3,267 Benefits from deferred income taxes ( 4,054 ) ( 328 ) Share-based compensation expense 12,205 22,326 Recovery of doubtful accounts — ( 175 ) Other non-cash adjustments 1,261 371 Change in assets and liabilities: Accounts receivable, net ( 5,540 ) ( 17,319 ) Net related party receivables ( 25,331 ) ( 11,800 ) Prepaid expenses and other assets ( 27,561 ) ( 44,670 ) Accounts payable 772 ( 1,127 ) Net related party payables 1,380 7,516 Accrued and other liabilities 15,714 ( 15,963 ) Deferred revenue 45,508 104,090 Operating lease right-of-use assets and lease liabilities 8,722 2,327 Net cash provided by (used in) operating activities 24,030 ( 21,633 ) Cash flows from investing activities: Capital expenditures ( 377 ) ( 141 ) Other investing activities ( 250 ) — Net cash used in investing activities ( 627 ) ( 141 ) Cash flows from financing activities: Taxes paid in lieu of shares issued for equity-based compensation ( 12,142 ) ( 13,891 ) Proceeds from revolving credit facilities — 30,000 Repayment of revolving credit facility ( 25,000 ) — Payment of contingent consideration — ( 200 ) Payments for financing costs ( 2,737 ) ( 4,546 ) Net cash (used in) provided by financing activities ( 39,879 ) 11,363 Net decrease in cash, cash equivalents and restricted cash ( 16,476 ) ( 10,411 ) Cash, cash equivalents and restricted cash at beginning of period 72,036 90,673 Cash, cash equivalents and restricted cash at end of period $ 55,560 $ 80,262 Non-cash investing and financing activities: Capital expenditures incurred but not yet paid $ 385 $ 30 See accompanying notes to consolidated financial statements. 5 Table of Contents MADISON SQUARE GARDEN SPORTS CORP. CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) (in thousands) Three Months Ended December 31, 2021 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 September 30, 2021 $ 249 $ — $ ( 129,426 ) $ ( 103,235 ) $ ( 2,005 ) $ ( 234,417 ) $ 2,233 $ ( 232,184 ) Net income (loss) — — — 15,845 — 15,845 ( 647 ) 15,198 Other comprehensive income — — — — 22 22 — 22 Comprehensive income (loss) — — — — — 15,867 ( 647 ) 15,220 Share-based compensation — 7,354 — — — 7,354 — 7,354 Adjustments to noncontrolling interests — ( 894 ) — — — ( 894 ) 894 — Balance as of December 31, 2021 $ 249 $ 6,460 $ ( 129,426 ) $ ( 87,390 ) $ ( 1,983 ) $ ( 212,090 ) $ 2,480 $ ( 209,610 ) See accompanying notes to consolidated financial statements. 6 Table of Contents MADISON SQUARE GARDEN SPORTS CORP. CONSOLIDATED STATEMENTS OF EQUITY (Continued) (Unaudited) (in thousands) Three Months Ended December 31, 2020 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 September 30, 2020 $ 249 $ — $ ( 147,605 ) $ ( 93,361 ) $ ( 2,129 ) $ ( 242,846 ) $ 2,953 $ ( 239,893 ) Net loss — — — ( 40,625 ) — ( 40,625 ) ( 508 ) ( 41,133 ) Other comprehensive income — — — — 10 10 — 10 Comprehensive loss — — — — — ( 40,615 ) ( 508 ) ( 41,123 ) Share-based compensation — 15,981 — — — 15,981 — 15,981 Tax withholding associated with shares issued for equity-based compensation — ( 93 ) — — — ( 93 ) — ( 93 ) Common stock issued under stock incentive plans — ( 20 ) 20 — — — — — Adjustments to noncontrolling interests — ( 436 ) — — — ( 436 ) 436 — Balance as of December 31, 2020 $ 249 $ 15,432 $ ( 147,585 ) $ ( 133,986 ) $ ( 2,119 ) $ ( 268,009 ) $ 2,881 $ ( 265,128 ) See accompanying notes to consolidated financial statements. 7 Table of Contents MADISON SQUARE GARDEN SPORTS CORP. CONSOLIDATED STATEMENTS OF EQUITY (Continued) (Unaudited) (in thousands) Six Months Ended December 31, 2021 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 loss — — — ( 560 ) — ( 560 ) ( 1,127 ) ( 1,687 ) Other comprehensive income — — — — 44 44 — 44 Comprehensive loss — — — — — ( 516 ) ( 1,127 ) ( 1,643 ) Share-based compensation — 12,205 — — — 12,205 — 12,205 Tax withholding associated with shares issued for equity-based compensation — ( 18,306 ) — — — ( 18,306 ) — ( 18,306 ) Common stock issued under stock incentive plans — ( 9,376 ) 17,308 ( 7,932 ) — — — — Adjustments to noncontrolling interests — ( 1,165 ) — — — ( 1,165 ) 1,165 — Balance as of December 31, 2021 $ 249 $ 6,460 $ ( 129,426 ) $ ( 87,390 ) $ ( 1,983 ) $ ( 212,090 ) $ 2,480 $ ( 209,610 ) See accompanying notes to consolidated financial statements. 8 Table of Contents MADISON SQUARE GARDEN SPORTS CORP. CONSOLIDATED STATEMENTS OF EQUITY (Continued) (Unaudited) (in thousands) Six Months Ended December 31, 2020 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, 2020 $ 249 $ 5,940 $ ( 167,431 ) $ ( 43,605 ) $ ( 2,139 ) $ ( 206,986 ) $ 3,551 $ ( 203,435 ) Net loss — — — ( 69,042 ) — ( 69,042 ) ( 1,106 ) ( 70,148 ) Other comprehensive income — — — — 20 20 — 20 Comprehensive loss — — — — — ( 69,022 ) ( 1,106 ) ( 70,128 ) Share-based compensation — 22,326 — — — 22,326 — 22,326 Tax withholding associated with shares issued for equity-based compensation — ( 11,023 ) — ( 2,868 ) — ( 13,891 ) — ( 13,891 ) Common stock issued under stock incentive plans — ( 1,375 ) 19,846 ( 18,471 ) — — — — Adjustments to noncontrolling interests — ( 436 ) — — — ( 436 ) 436 — Balance as of December 31, 2020 $ 249 $ 15,432 $ ( 147,585 ) $ ( 133,986 ) $ ( 2,119 ) $ ( 268,009 ) $ 2,881 $ ( 265,128 ) See accompanying notes to consolidated financial statements. 9 Table of Contents 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 (“AHL”) and the Westchester Knicks of the NBA G League (“NBAGL”). These professional sports franchises are collectively referred to herein as the “sports teams.” In addition, the Company owns Knicks Gaming, an esports franchise that competes in the NBA 2K League, as well as a controlling interest in Counter Logic Gaming (“CLG”), a North American esports organization. The Company also operates two professional sports team performance centers — the Madison Square Garden Training Center in Greenburgh, NY and the CLG Performance Center in Los Angeles, CA. CLG and Knicks Gaming are collectively referred to herein as the “esports teams,” and together with the sports teams, the “teams.” 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 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 “MSGE Distribution Date”), the Company distributed all of the outstanding common stock of Madison Square Garden Entertainment Corp. (formerly MSG Entertainment Spinco, Inc. and referred to herein as “MSG Entertainment”) to its stockholders (the “MSGE Distribution”). MSG Entertainment owns, directly or indirectly, the entertainment business previously owned and operated by the Company through its MSG Entertainment business segment and the sports booking business previously owned and operated by the Company through its MSG Sports business segment. In the MSGE Distribution, (a) each holder of the Company’s Class A common stock received one share of MSG Entertainment Class A common stock, par value $ 0.01 per share, for every share of the Company’s Class A common stock held of record as of the close of business, New York City time, on April 13, 2020 (the “Record Date”), and (b) each holder of the Company’s Class B common stock received one share of MSG Entertainment Class B common stock, par value $ 0.01 per share, for every share of the Registrant’s Class B common stock held of record as of the close of business, New York City time, on the Record Date. 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, 2021 (“fiscal year 2021”). 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. However, on March 11 and 12, 2020, the NBA and NHL, respectively, suspended their 2019-20 seasons due to COVID-19. In July and August 2020, the NBA and NHL, respectively, resumed their seasons. As a result, the Company recognized certain revenues that otherwise would have been recognized during the third and fourth quarter of fiscal year 2020 during the first quarter of fiscal year 2021. 10 Table of Contents MADISON SQUARE GARDEN SPORTS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) Impact of COVID-19 COVID-19 disruptions have materially impacted the Company’s revenues and the Company recognized materially less revenues, or in some cases no revenues, across a number of areas during the fiscal year 2021. In March 2020, the NBA and NHL suspended their 2019-20 seasons due to COVID-19. As a result of the suspension of the 2019-20 NBA and NHL seasons and subsequent resumption of play in July and August 2020, respectively, during the first quarter of fiscal year 2021, the Company recognized certain revenues that otherwise would have been recognized during the third and fourth quarters of fiscal year 2020. In addition, the start of the 2020-21 NBA and NHL regular seasons were delayed and the Knicks and the Rangers played fewer games, with the NBA playing a 72-game regular season schedule and the NHL playing a 56-game regular season schedule. These compare to traditional 82-game regular season schedules for both the NBA and NHL. On December 16, 2020 and January 14, 2021, respectively, the Knicks and the Rangers resumed playing their homes games at The Garden as part of their 2020-21 seasons. However, fans were initially prohibited from attending games due to government-mandated assembly restrictions. Effective February 23, 2021, New York venues with at least a 10,000-person capacity were permitted to operate at 10% capacity, and the Knicks and the Rangers began playing games at The Garden with a limited number of fans in attendance on February 23 and 26, respectively. Effective May 19, 2021, event venues such as The Garden were permitted to host guests at full capacity, subject to certain restrictions, including, for example, restrictions for unvaccinated guests. As a result, the Knicks played three home playoff games with ticket sales of approximately 15,000-16,500 per game during the fiscal year ended June 30, 2021. These disruptions materially impacted the Company’s revenues across a number of areas, including, ticket sales; the Company’s share of suite licenses; sponsorships; signage and in-venue advertising at The Garden; local media rights fees; and food, beverage and merchandise sales. In connection with the MSGE Distribution, we entered into the Arena License Agreements with MSG Entertainment. The Garden was not available for use between April 17, 2020 (the date of the MSGE Distribution) and the start of the NBA and NHL 2020-21 seasons in December 2020 and January 2021, respectively, due to the government-mandated suspension of events in response to COVID-19, and was available at reduced capacity through May 2021. As a result, the Company was not required to pay license fees to MSG Entertainment under the Arena License Agreements until games resumed at The Garden, and the Company continued to pay substantially reduced fees while attendance was limited. Effective July 1, 2021, the Company began paying license fees to MSG Entertainment under the Arena License Agreements in their full contractual amounts. During the fiscal year 2021, as a result of COVID-19, the Company implemented cost-reduction measures that included workforce reductions and limits on discretionary spending. In addition, as a result of the disruptions caused by COVID-19, certain operating expenses were reduced, including, in addition to the reduced payments to MSG Entertainment under the Arena License Agreements described above, (i) NBA league assessments and day-of-game expenses for Knicks and Rangers games, and (ii) league revenue sharing, net of escrow and team personnel expense. These expense reductions did not fully offset revenue losses. As a result of New York City regulations effective August 17, 2021, indoor entertainment venues such as The Garden were permitted to host guests at full capacity, subject to certain restrictions, including that all guests 12 years of age and older were required to show proof they had received at least one dose of a COVID-19 vaccine. Following updated New York City regulations, effective January 29, 2022, all guests five years of age and older and employees must provide proof that they have received either two doses of a two-shot COVID-19 vaccination, or one dose of a single-shot vaccine. Children under age five can attend events with a vaccinated adult, but ages two to four need to wear a mask while inside venues such as The Garden. At this time, the Company’s management is unable to predict if there will be any longer-term effects due to these COVID-19 related disruptions. Fan attendance for the 2021-22 NBA and NHL seasons has been and may continue to be impacted by a resurgence in the COVID-19 pandemic, such as the Delta and Omicron variants, , reduced tourism, as well as general hesitancy among the public to return to pre-COVID-19 activity levels, and may also be impacted by new governmental and league restrictions on attendance of games at The Garden and vaccination requirements for fans. The Company’s business is also particularly sensitive to discretionary business and consumer spending. COVID-19 could impede economic activity in impacted regions or globally over the long-term, causing a global recession and leading to a further decline in discretionary spending on sporting events and other leisure activities, including declines in domestic and international tourism, which could result in long-term effects on the Company’s business. 11 Table of Contents MADISON SQUARE GARDEN SPORTS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) 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 has 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, other current assets, goodwill, intangible assets, other long-lived assets, deferred tax valuation allowance, and other liabilities. In addition, estimates are used in revenue recognition, revenue sharing expense (net of escrow), 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 Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board 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 Accounting Standards Codification (“ASC”) Topic 740 and includes methods of simplification to the existing guidance. The Company adopted this standard as of the beginning of fiscal year 2022, and the adoption did not have a material impact on its consolidated financial statements. 12 Table of Contents 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 six months ended December 31, 2021 and 2020, 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 six months ended December 31, 2021 and 2020: Three Months Ended Six Months Ended December 31, December 31, 2021 2020 2021 2020 Event-related (a) $ 109,074 $ — $ 112,944 $ — Media rights (b) 112,308 22,306 118,894 72,495 Sponsorship, signage and suite licenses 58,534 3,995 61,704 6,945 League distributions and other 9,665 2,470 14,833 6,369 Total revenues from contracts with customers $ 289,581 $ 28,771 $ 308,375 $ 85,809 _________________ (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. 13 Table of Contents 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 December 31, 2021 and June 30, 2021. December 31, June 30, 2021 2021 Receivables from contracts with customers, net (a) $ 48,993 $ 30,834 Contract assets, current (b) 12,053 9,604 Deferred revenue, including non-current portion (c), (d) 208,129 162,628 _________________ (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 December 31, 2021 and June 30, 2021, the Company’s receivables reported above included $ 4,509 and $ 213 , 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 December 31, 2021, the Company had receivable balances related to escrow and player compensation recoveries of $ 30,190 and $ 8,462 , recorded in Accounts receivable, net and Other assets, respectively. As of June 30, 2021, the Company had receivable balances related to escrow and player compensation recoveries of $ 36,525 and $ 10,700 , 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. (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 $ 8,702 and $ 260 as of December 31, 2021 and June 30, 2021, respectively. See Note 15 for further details on these related party arrangements. (d) Revenue recognized for the six months ended December 31, 2021 relating to the deferred revenue balance as of June 30, 2021 was $ 62,758 . 14 Table of Contents 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 December 31, 2021 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. Fiscal Year 2022 (remainder) $ 86,309 Fiscal Year 2023 105,623 Fiscal Year 2024 92,202 Fiscal Year 2025 57,426 Fiscal Year 2026 40,841 Thereafter 41,016 $ 423,417 Note 4. 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”) and the number of shares excluded from diluted earnings (loss) per common share, as they were anti-dilutive. Three Months Ended Six Months Ended December 31, December 31, 2021 2020 2021 2020 Weighted-average shares (denominator): Weighted-average shares for basic EPS 24,261 24,144 24,217 24,103 Dilutive effect of shares issuable under share-based compensation plans 112 — — — Weighted-average shares for diluted EPS 24,373 24,144 24,217 24,103 Weighted-average shares excluded from diluted earnings (loss) per share — 152 154 403 Note 5. Team Personnel Transactions Direct operating and selling, general and administrative expenses in the accompanying consolidated statements of operations include net provisions 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 credit of $ 302 and a net provision of $ 2,839 for the three months ended December 31, 2021 and 2020, respectively, and net provisions of $ 425 and $ 13,712 for the six months ended December 31, 2021 and 2020, respectively. 15 Table of Contents MADISON SQUARE GARDEN SPORTS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) 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. As of December 31, 2021 June 30, 2021 December 31, 2020 June 30, 2020 Captions on the consolidated balance sheets: Cash and cash equivalents $ 54,815 $ 64,902 $ 70,762 $ 77,852 Restricted cash (a) 745 7,134 9,500 12,821 Cash, cash equivalents and restricted cash on the consolidated statements of cash flows $ 55,560 $ 72,036 $ 80,262 $ 90,673 _________________ (a) Restricted cash as of December 31, 2021 and June 30, 2020 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, 2021 for more information). For all other periods, restricted cash relates to the Company’s revolving credit facilities (see Note 11 for more information). Note 7. Leases The Company’s leases primarily consist of the lease of the Company’s principal executive offices under the Sublease Agreement with MSG Entertainment (the “Sublease Agreement”) and the lease of CLG Performance Center. 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, 2021 for more information regarding the Company’s accounting policies associated with its leases. In November 2021, MSG Entertainment entered into a new lease for principal executive offices at Two Pennsylvania Plaza in New York (the “New MSGE Lease Agreement”). In accordance with the terms of the Sublease Agreement and the New MSGE Lease Agreement, the lease term of the Sublease Agreement was extended until October 31, 2024 . The Company has accounted for this extension as a lease remeasurement and remeasured the right-of-use asset and operating lease liability utilizing the Company’s incremental borrowing rate as of the date of remeasurement. As a result of the remeasurement, non-cash additions to the right-of-use asset and operating lease liability of $ 1,244 were recorded during the three and six months ended December 31, 2021. In accordance with the terms of the Sublease Agreement, the Company has committed to enter into a new sublease agreement with MSG Entertainment for a lease term equivalent to the New MSGE Lease Agreement term, which ends January 31, 2046. In addition, in connection with the New MSGE Lease Agreement, the Company has entered into a commitment whereby if the New MSGE Lease Agreement were terminated under certain circumstances, the Company would be required to enter into a new lease for executive offices in Two Pennsylvania Plaza directly with the landlord, with a consistent lease term through January 31, 2046. As the Company has not yet entered into a new sublease for or taken possession of the new executive office space at Two Pennsylvania Plaza, no additional right-of-use assets or operating lease liabilities have been recorded as of December 31, 2021 related to the commitments discussed above. In connection with the MSGE Distribution, the Company entered into the Arena License Agreements with MSG Entertainment that end on June 30, 2055 and allow the Knicks and the Rangers to continue to play their home games at The Garden. The Arena License Agreements provide for fixed payments to be made from inception through June 30, 2055 in 12 equal installments during each year of the contractual term. Absent the reduced payments due to the government-mandated suspension of events at The Garden in response to COVID-19 described below, the stated license fee for the first full contract year ended June 30, 2021 would have been approximately $22,500 for the Knicks and approximately $16,700 for the Rangers, and then for each subsequent year, the license fees are 103% of the license fees for the immediately preceding contract year. The Garden was not available for use between April 17, 2020 and the start of the NBA and NHL 2020-21 seasons in December 2020 and January 2021, respectively, due to the government-mandated suspension of events in response to COVID-19, and as a result the Company was not required to pay license fees to MSG Entertainment under the Arena License Agreements. During the three and six months ended December 31, 2021, the Company recognized operating lease costs associated with the Arena License Agreements with respect to games played at The Garden. During the three and six months ended December 31, 16 Table of Contents MADISON SQUARE GARDEN SPORTS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) 2020, the Company recognized operating lease costs associated with the Knicks Arena License Agreement, but no operating lease costs associated with the Rangers Arena License Agreement as there were no Rangers events. As of December 31, 2021, the Company’s existing operating leases, which are recorded in the accompanying financial statements, have remaining lease terms ranging from 8 months to 34 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. The following table summarizes the ROU assets and lease liabilities recorded on the Company’s accompanying consolidated balance sheets as of December 31, 2021 and June 30, 2021: Line Item in the Company’s Consolidated Balance Sheet December 31, 2021 June 30, 2021 Right-of-use assets: Operating leases Right-of-use lease assets $ 697,309 $ 703,521 Lease liabilities: Operating leases, current (a) Operating lease liabilities, current $ 43,081 $ 41,951 Operating leases, noncurrent (a) Operating lease liabilities, noncurrent 692,532 691,152 Total lease liabilities $ 735,613 $ 733,103 _________________ (a) As of December 31, 2021, Operating lease liabilities, current and Operating lease liabilities, noncurrent included balances of $ 42,372 and $ 692,139 , respectively, that are payable to MSG Entertainment. As of June 30, 2021, Operating lease liabilities, current and Operating lease liabilities, noncurrent included balances of $ 41,541 and $ 690,792 , respectively, that are payable to MSG Entertainment. The following table summarizes the activity recorded within the Company’s accompanying consolidated statements of operations for the three and six months ended December 31, 2021 and 2020: Line Item in the Company’s Consolidated Statement of Operations Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Operating lease cost Direct operating expenses $ 27,860 $ 2,308 $ 29,267 $ 2,398 Operating lease cost Selling, general and administrative expenses 613 611 1,224 1,222 Short-term lease cost Direct operating expenses 41 27 77 51 Total lease cost $ 28,514 $ 2,946 $ 30,568 $ 3,671 Supplemental Information For the six months ended December 31, 2021 and 2020, cash paid for amounts included in the measurement of lease liabilities was $ 21,689 and $ 1,299 , respectively. The weighted average remaining lease term for operating leases recorded on the accompanying consolidated balance sheet as of December 31, 2021 was 33.1 years. The weighted average discount rate was 7.13 % 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 or (ii) the period in which the lease term expectation commenced or was modified. 17 Table of Contents MADISON SQUARE GARDEN SPORTS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) Maturities of operating lease liabilities as of December 31, 2021 are as follows: Fiscal Year 2022 (remainder) $ 22,104 Fiscal Year 2023 45,341 Fiscal Year 2024 45,361 Fiscal Year 2025 44,900 Fiscal Year 2026 45,374 Thereafter 2,113,312 Total lease payments 2,316,392 Less imputed interest ( 1,580,779 ) Total lease liabilities $ 735,613 Note 8. Goodwill and Intangible Assets During the first quarter of fiscal year 2022, 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 December 31, 2021 and June 30, 2021 is $ 226,955 . The Company’s indefinite-lived intangible assets as of December 31, 2021 and June 30, 2021 are as follows: Sports franchises $ 111,064 Photographic related rights 1,080 $ 112,144 During the first quarter of fiscal year 2022, 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: December 31, 2021 Gross Accumulated Amortization Net Trade names $ 2,300 $ ( 2,032 ) $ 268 Non-compete agreements 2,400 ( 2,120 ) 280 Other intangibles 1,200 ( 583 ) 617 $ 5,900 $ ( 4,735 ) $ 1,165 June 30, 2021 Gross Accumulated Amortization Net Trade names $ 2,300 $ ( 1,802 ) $ 498 Non-compete agreements 2,400 ( 1,880 ) 520 Other intangibles 1,200 ( 523 ) 677 $ 5,900 $ ( 4,205 ) $ 1,695 For the three months ended December 31, 2021 and 2020, amortization expense of intangible assets was $ 265 and $ 265 , respectively. For the six months ended December 31, 2021 and 2020, amortization expense of intangible assets was $ 530 and $ 530 , respectively. 18 Table of Contents MADISON SQUARE GARDEN SPORTS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) 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 December 31, 2021 June 30, 2021 Assets: Money market account I $ 12,419 $ 33,820 Time deposits I 35,005 5,000 Total assets measured at fair value $ 47,424 $ 38,820 Assets listed above are classified within Level I of the fair value hierarchy as they are valued using observable inputs that reflect quoted prices for identical assets in active markets. The carrying amount of the Company’s money market account and time deposits approximate fair value due to their short-term maturities. 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 Value Fair Value Carrying Value Fair Value Liabilities Debt, current (a) $ 30,000 $ 30,000 $ 30,000 $ 30,000 Long-term debt (b) $ 330,000 $ 330,000 $ 355,000 $ 355,000 _________________ (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 as the debt bears interest at current market conditions. 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 . 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, 2021, 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 2021 other than the lease commitments discussed in Note 7 and 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. 19 Table of Contents MADISON SQUARE GARDEN SPORTS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) 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. The outstanding balance under the 2021 Knicks Revolving Credit Facility was $ 220,000 as of December 31, 2021 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 December 31, 2021 was 1.40 %. During the six months ended December 31, 2021 the Company made interest payments of $ 1,645 in respect of the 2021 Knicks Revolving Credit Facility (including in respect of obligations under the 2020 Knicks Credit Agreement prior to the amendment and restatement thereof). 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 the 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 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 December 31, 2021, 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. 20 Table of Contents MADISON SQUARE GARDEN SPORTS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) 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 six months ended December 31, 2021, the Company made principal repayments of $ 25,000 and the outstanding balance under the 2021 Rangers Revolving Credit Facility was $ 110,000 as of December 31, 2021 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 December 31, 2021 was 1.90 %. During the six months ended December 31, 2021 the Company made interest payments of $ 1,326 in respect of the 2021 Rangers Revolving Credit Facility (including in respect of obligations under the 2020 Rangers Credit Agreement prior to the amendment and restatement thereof). In addition, on February 2, 2022, the Company made an additional principal repayment of $ 25,000 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. 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 December 31, 2021, 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 December 31, 2021 and was recorded as Debt in the accompanying consolidated balance sheet. During the six months ended December 31, 2021 the Company made interest payments of $ 450 . 21 Table of Contents MADISON SQUARE GARDEN SPORTS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) 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 sheet: December 31, 2021 (a) June 30, 2021 Other current assets $ 1,145 $ 1,759 Other assets 4,527 2,345 ————— (a) In connection with the 2021 Knicks Revolving Credit Facility and 2021 Rangers Revolving Credit Facility, the Company incurred $ 2,836 in deferred financing costs during the six months ended December 31, 2021. Note 12. Benefit Plans Defined Benefit Pension Plans Prior to the MSGE Distribution, the Company sponsored various defined benefit pension plans and a contributory welfare plan. As of the MSGE Distribution Date, the Company and MSG Entertainment entered into an employee matters agreement (the “Employee Matters Agreement”) which determined each company’s obligations after the MSGE 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, 2021 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 MSGE 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 six months ended December 31, 2021 and 2020. Net periodic benefit cost is reported in Miscellaneous expense, net. Three Months Ended Six Months Ended December 31, December 31, 2021 2020 2021 2020 Interest cost $ 31 $ 60 $ 62 $ 120 Recognized actuarial loss 33 10 66 20 Net periodic benefit cost $ 64 $ 70 $ 128 $ 140 Defined Contribution Plans Prior to the MSGE 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 MSGE Distribution, the Savings Plans were transferred to MSG 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, 2021 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 $ 899 and $ 1,838 for the three and six months ended December 31, 2021, respectively, and $ 506 and $ 1,104 for the three and six months ended December 31, 2020, respectively. 22 Table of Contents 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, 2021 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 $ 7,354 and $ 12,205 for the three and six months ended December 31, 2021, respectively, and $ 15,981 and $ 22,326 for the three and six months ended December 31, 2020, respectively. There were no costs related to share-based compensation that were capitalized for the three and six months ended December 31, 2021 and 2020, respectively. As a result of an agreement to settle an action (the “Settlement”) filed by a purported stockholder of the Company derivatively on behalf of the Company against certain directors of the Company who are members of the Dolan family and against the directors of the Company who were members of the Compensation Committee, Mr. Dolan voluntarily relinquished a one-time equity award granted by the Company in October 2018 pursuant to his 2018 employment agreement, and the related award agreements were canceled. The one-time equity award included: 32 target performance stock units and three grants of stock options to purchase an aggregate of 449 shares of Class A Common Stock, which were to vest over a 4 -year period. The Settlement became effective October 8, 2020 and therefore, upon cancellation, the Company recorded previously unrecognized share-based compensation expense of approximately $ 7,400 related to this award during the three and six months ended December 31, 2020. 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 MSG Entertainment employees, for the six months ended December 31, 2021: 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, 2021 264 220 $ 234.39 Granted 62 43 $ 161.16 Vested ( 130 ) ( 85 ) $ 256.24 Unvested award balance, December 31, 2021 196 178 $ 201.04 _____________________ (a) Weighted-average fair value per share at date of grant does not reflect any adjustments to awards granted prior to the MSGE Distribution. The fair value of RSUs that vested during the six months ended December 31, 2021 was $ 38,828 . 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 MSG Entertainment’s employees’ required statutory tax withholding obligations for the applicable income and other employment taxes, 101 of these RSUs, with an aggregate value of $ 18,306 , inclusive of $ 6,164 related to MSG 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 six months ended December 31, 2021. The fair value of RSUs that vested during the six months ended December 31, 2020 was $ 34,668 . The weighted-average fair value per share at grant date of RSUs granted during the six months ended December 31, 2020 was $ 162.22 . 23 Table of Contents MADISON SQUARE GARDEN SPORTS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) Stock Options Award Activity The following table summarizes activity related to the Company’s stock options for the six months ended December 31, 2021: 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, 2021 94 $ 145.78 Granted — $ — Cancelled — $ — Balance as of December 31, 2021 94 $ 145.78 5.96 $ 2,622 Exercisable as of December 31, 2021 94 $ 145.78 5.96 $ 2,622 Note 14. Stock Repurchase Program On September 11, 2015, the Company’s board of directors authorized the repurchase of up to $ 525,000 of the Company’s Class A Common Stock once the shares of the Company’s Class A Common Stock began “regular way” trading on October 1, 2015. Under the authorization, shares of Class A Common Stock may be purchased from time to time in accordance with applicable insider trading and other securities laws and regulations. The timing and amount of purchases will depend on market conditions and other factors. During the six months ended December 31, 2021 and 2020, the Company did no t engage in any share repurchase activities under its share repurchase program. As of December 31, 2021, the Company had $ 259,639 of availability remaining under its stock repurchase authorization. Note 15. Related Party Transactions On July 9, 2021, MSG Networks merged with a subsidiary of MSG Entertainment and became a wholly-owned subsidiary of MSG Entertainment (the “MSGE-MSGN Merger”). Accordingly, agreements between the Company and MSG Networks are now effectively agreements with MSG Entertainment on a consolidated basis. 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 own 100 % of the Company’s outstanding Class B Common Stock and own approximately 3.1 % 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 70.6 % of the aggregate voting power of the Company’s outstanding common stock. Members of the Dolan family are also the controlling stockholders of MSG Entertainment and AMC Networks Inc. (“AMC Networks”). Members of the Dolan family were the direct controlling stockholders of MSG Networks prior to the MSGE-MSGN Merger and indirectly control MSG Networks through MSG Entertainment’s ownership of MSG Networks. The Company is party to the following agreements and/or arrangements with MSG Entertainment and MSG Networks, as applicable: • Arena License Agreements entered into in April 2020 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 the sales and catering services during Knicks and Rangers home games, (v) provides day of game services that were historically provided prior to the MSGE Distribution, and (vi) provides other general services within The Garden; • Media rights agreements that the Company and MSG Networks entered into in July 2015 with stated terms of 20 years, providing MSG Networks with local telecast rights for Knicks and Rangers games in exchange for media rights fees; • Sponsorship sales and service representation agreements entered into in April 2020 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; 24 Table of Contents MADISON SQUARE GARDEN SPORTS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) • 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 MSGE Distribution Date; • Transition Services Agreement (the “TSA”) pursuant to which the Company receives certain services from MSG Entertainment, such as information technology, accounts payable, payroll, human resources, and other corporate functions, as well as the executive support services, in exchange for service fees. As a result of the MSGE-MSGN Merger, the TSA is expected to be amended to provide for the provision of certain legal services by the Company to MSG Entertainment, including its wholly-owned subsidiary, MSG Networks; • 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; • 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; • Other agreements with MSG Entertainment entered into in connection with the MSGE Distribution, including a distribution agreement, a tax disaffiliation agreement, an employee matters agreement, a trademark license agreement and certain other arrangements; 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 shares certain executive support costs, including office space, executive assistants, security and transportation costs for: (i) the Company’s Executive Chairman with MSG Entertainment; (ii) the Company’s Vice Chairman with AMC Networks and MSG Entertainment; and (iii) the Company’s President and Chief Executive Officer with MSG Entertainment. Additionally, the Company, MSG Entertainment, and AMC Networks allocate the costs of certain personal aircraft and helicopter use by their shared executives. 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. 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 six months ended December 31, 2021 and 2020: Three Months Ended December 31, Six Months Ended December 31, 2021 2020 2021 2020 Revenues $ 70,131 $ 14,369 $ 77,378 $ 23,430 Operating expenses: Corporate general and administrative expenses, net $ 11,755 $ 8,237 $ 21,354 $ 19,880 Costs associated with the Sponsorship sales and service representation agreements 5,735 2,322 8,468 4,680 Costs associated with the Arena License Agreements 39,056 2,494 41,016 2,854 Other operating expenses, net 208 52 321 52 25 Table of Contents MADISON SQUARE GARDEN SPORTS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) Revenues Revenues from related parties 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, which provide MSG Networks with exclusive media rights to team games in their local markets. Corporate general and administrative expenses, net Corporate general and administrative expenses, net reflects net charges of $ 10,990 and $ 19,874 from MSG Entertainment pursuant to the TSA for certain business functions that were previously performed by internal resources for the three and six months ended December 31, 2021, respectively, and $ 7,913 and $ 18,949 for the three and six months ended December 31, 2020, respectively. These services include 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. In addition, Corporate general and administrative expenses, net reflects rent expense associated with the lease of office space from MSG Entertainment of $ 765 and $ 1,480 for the three and six months ended December 31, 2021, respectively, and $ 674 and $ 1,369 for the three and six months ended December 31, 2020, respectively. See Note 7 for more information regarding the lease of office space from MSG Entertainment. Corporate general and administrative expenses, net for the three and six months ended December 31, 2020 also reflects charges from the Company to MSG Networks for the period prior to the MSGE-MSGN Merger pursuant to a services agreement between the Company and MSG Networks. Costs associated with the Sponsorship sales and service representation agreements Pursuant to the Sponsorship sales and service representation agreements, MSG Entertainment charges the Company sales commission fees and sponsorship fulfillment costs, as well as costs of MSG Entertainment sales and service staff and overhead associated with the sales of sponsorship assets. Costs associated with the Arena License Agreements For the three and six months ended December 31, 2021, costs associated with the Arena License Agreements include $ 27,686 and $ 28,997 , respectively, recorded as operating lease cost. For the three and six months ended December 31, 2020, costs associated with the Knicks Arena License Agreement include $ 2,210 , recorded as operating lease cost. For the three and six months ended December 31, 2020, no operating lease costs were recorded for the Rangers Arena License Agreement as there were no Rangers events. See Note 7 for more information regarding Arena License Agreements. Note 16. Income Taxes Income tax expense for the three months ended December 31, 2021 of $ 17,115 reflects an effective tax rate of 53 %. 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 disability insurance premiums expense. The estimated annual effective tax rate is revised on a quarterly basis. Income tax benefit for the six months ended December 31, 2021 of $ 4,054 reflects an effective tax rate of 71 %. The effective tax rate for the six months ended December 31, 2021 is higher than the estimated annual effective tax rate primarily due to $ 752 of excess tax benefit on share-based payment awards that was recognized in the first quarter of the fiscal year. Income tax expense for the three months ended December 31, 2020 of $ 170 differs from income tax benefit derived from applying the statutory federal rate of 21 % to the pretax loss primarily due to tax expense of $ 9,842 related to an increase in the valuation allowance, tax expense of $ 1,558 resulting from the acceleration of share-based compensation expense in connection with the cancellation of certain awards and tax expense of $ 533 resulting from nondeductible officers’ compensation, partially offset by state income tax benefit of $ 3,427 . Income tax benefit for the six months ended December 31, 2020 of $ 328 differs from income tax benefit derived from applying the statutory federal rate of 21 % to the pretax loss primarily due to tax expense of $ 17,463 related to an increase in the valuation allowance, tax expense of $ 1,558 resulting from the acceleration of share-based compensation expense in connection with the cancellation of certain awards and tax expense of $ 1,393 resulting from nondeductible officers’ compensation, partially offset by state income tax benefit of $ 6,261 . The Company was notified in April 2020 that the City of New York was commencing an audit of the state income tax returns for the fiscal years ended June 30, 2016 and 2017. The Company does not expect the examination, when finalized, to result in material changes. 26 Table of Contents