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) September 30, 2023 June 30, 2023 (Unaudited) ASSETS Current Assets: Cash and cash equivalents $ 51,208 $ 40,398 Restricted cash 1,211 61 Accounts receivable, net of allowance for doubtful accounts of $ 0 and $ 0 as of September 30, 2023 and June 30, 2023, respectively 34,809 40,139 Net related party receivables 18,280 15,969 Prepaid expenses 71,422 24,768 Other current assets 23,866 27,898 Total current assets 200,796 149,233 Property and equipment, net of accumulated depreciation and amortization of $ 49,911 and $ 49,117 as of September 30, 2023 and June 30, 2023, respectively 30,244 30,501 Right-of-use lease assets 713,350 715,283 Indefinite-lived intangible assets 103,644 103,644 Goodwill 226,523 226,523 Investments 57,703 67,374 Other assets 33,825 22,459 Total assets $ 1,366,085 $ 1,315,017 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) September 30, 2023 June 30, 2023 (Unaudited) LIABILITIES AND EQUITY Current Liabilities: Accounts payable $ 5,476 $ 9,093 Net related party payables 6,337 5,842 Debt 30,000 30,000 Accrued liabilities: Employee related costs 70,152 144,310 League-related accruals 80,184 106,926 Other accrued liabilities 10,608 17,561 Operating lease liabilities, current 50,530 49,745 Deferred revenue 300,440 157,051 Total current liabilities 553,727 520,528 Long-term debt 370,000 295,000 Operating lease liabilities, noncurrent 734,277 746,437 Defined benefit obligations 4,532 4,526 Other employee related costs 51,631 49,070 Deferred tax liabilities, net 8,856 24,024 Deferred revenue, noncurrent 1,605 12,666 Total liabilities 1,724,628 1,652,251 Commitments and contingencies (see Note 11) Madison Square Garden Sports Corp. Stockholders’ Equity: Class A Common stock, par value $ 0.01 , 120,000 shares authorized; 19,404 and 19,364 shares outstanding as of September 30, 2023 and June 30, 2023, respectively 204 204 Class B Common stock, par value $ 0.01 , 30,000 shares authorized; 4,530 shares outstanding as of September 30, 2023 and June 30, 2023 45 45 Preferred stock, par value $ 0.01 , 15,000 shares authorized; none outstanding as of September 30, 2023 and June 30, 2023 — — Additional paid-in capital 7,553 16,846 Treasury stock, at cost, 1,044 and 1,084 shares as of September 30, 2023 and June 30, 2023, respectively ( 172,605 ) ( 179,410 ) Accumulated deficit ( 192,737 ) ( 173,910 ) Accumulated other comprehensive loss ( 1,003 ) ( 1,009 ) Total equity ( 358,543 ) ( 337,234 ) Total liabilities and equity $ 1,366,085 $ 1,315,017 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 September 30, 2023 2022 Revenues (a) $ 43,046 $ 24,089 Operating expenses: Direct operating expenses (b) 3,520 3,681 Selling, general and administrative expenses (c) 53,556 55,281 Depreciation and amortization 794 1,025 Operating loss ( 14,824 ) ( 35,898 ) Other income (expense): Interest income 453 356 Interest expense ( 6,929 ) ( 3,312 ) Miscellaneous expense, net ( 12,665 ) ( 166 ) ( 19,141 ) ( 3,122 ) Loss before income taxes ( 33,965 ) ( 39,020 ) Income tax benefit 15,144 20,493 Net loss ( 18,821 ) ( 18,527 ) Less: Net loss attributable to nonredeemable noncontrolling interests — ( 707 ) Net loss attributable to Madison Square Garden Sports Corp.’s stockholders $ ( 18,821 ) $ ( 17,820 ) Basic loss per common share attributable to Madison Square Garden Sports Corp.’s stockholders $ ( 0.79 ) $ ( 0.73 ) Diluted loss per common share attributable to Madison Square Garden Sports Corp.’s stockholders $ ( 0.79 ) $ ( 0.73 ) Weighted-average number of common shares outstanding: Basic 23,971 24,295 Diluted 23,971 24,295 _________________ (a) Includes revenues from related parties of $ 8,817 and $ 8,174 for the three months ended September 30, 2023 and 2022, respectively. (b) Includes net charges from related parties of $ 2,616 and $ 2,184 for the three months ended September 30, 2023 and 2022, respectively. (c) Includes net charges from related parties of $ 12,125 and $ 13,308 for the three months ended September 30, 2023 and 2022, 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 September 30, 2023 2022 Net loss $ ( 18,821 ) $ ( 18,527 ) 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 9 4 Other comprehensive income, before income taxes 9 4 Income tax expense related to items of other comprehensive income ( 3 ) ( 1 ) Other comprehensive income, net of income taxes 6 3 Comprehensive loss ( 18,815 ) ( 18,524 ) Less: Comprehensive loss attributable to nonredeemable noncontrolling interests — ( 707 ) Comprehensive loss attributable to Madison Square Garden Sports Corp.’s stockholders $ ( 18,815 ) $ ( 17,817 ) See accompanying notes to consolidated financial statements. 4 Table of Contents MADISON SQUARE GARDEN SPORTS CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Three Months Ended September 30, 2023 2022 Cash flows from operating activities: Net loss $ ( 18,821 ) $ ( 18,527 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation and amortization 794 1,025 Provision for deferred income taxes ( 15,170 ) ( 20,525 ) Share-based compensation expense 4,149 7,220 Unrealized loss on equity investments with readily determinable fair value and warrants 12,101 103 Other non-cash adjustments 571 286 Change in assets and liabilities: Accounts receivable, net 5,330 9,973 Net related party receivables ( 2,315 ) 2,993 Prepaid expenses and other assets ( 54,275 ) ( 53,988 ) Investments ( 1,481 ) ( 7,636 ) Accounts payable ( 3,821 ) ( 4,797 ) Net related party payables 659 8,614 Accrued and other liabilities ( 104,748 ) ( 48,915 ) Deferred revenue 132,328 134,709 Operating lease right-of-use assets and lease liabilities ( 9,442 ) ( 9,250 ) Net cash (used in) provided by operating activities ( 54,141 ) 1,285 Cash flows from investing activities: Capital expenditures ( 391 ) ( 271 ) Purchases of investments ( 1,338 ) — Net cash used in investing activities ( 1,729 ) ( 271 ) Cash flows from financing activities: Dividends paid ( 537 ) — Taxes paid in lieu of shares issued for equity-based compensation ( 6,633 ) ( 10,996 ) Proceeds from revolving credit facilities 75,000 — Net cash provided by (used in) financing activities 67,830 ( 10,996 ) Net increase (decrease) in cash, cash equivalents and restricted cash 11,960 ( 9,982 ) Cash, cash equivalents and restricted cash at beginning of period 40,459 91,018 Cash, cash equivalents and restricted cash at end of period $ 52,419 $ 81,036 Non-cash investing and financing activities: Capital expenditures incurred but not yet paid $ 402 $ 39 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 September 30, 2023 Common Stock Issued Additional Paid-In Capital Treasury Stock Accumulated Deficit Accumulated Other Comprehensive Loss Total Equity Balance as of June 30, 2023 $ 249 $ 16,846 $ ( 179,410 ) $ ( 173,910 ) $ ( 1,009 ) $ ( 337,234 ) Net loss — — — ( 18,821 ) — ( 18,821 ) Other comprehensive income — — — — 6 6 Comprehensive loss — — — — — ( 18,815 ) Share-based compensation — 4,149 — — — 4,149 Tax withholding associated with shares issued for equity-based compensation — ( 6,637 ) — — — ( 6,637 ) Common stock issued under stock incentive plans — ( 6,805 ) 6,805 — — — Dividends declared ($ 7.00 per share) — — — ( 6 ) — ( 6 ) Balance as of September 30, 2023 $ 249 $ 7,553 $ ( 172,605 ) $ ( 192,737 ) $ ( 1,003 ) $ ( 358,543 ) 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 September 30, 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, 2022 $ 249 $ 17,573 $ ( 128,026 ) $ ( 35,699 ) $ ( 1,186 ) $ ( 147,089 ) $ 1,712 $ ( 145,377 ) Net loss — — — ( 17,820 ) — ( 17,820 ) ( 707 ) ( 18,527 ) Other comprehensive income — — — — 3 3 — 3 Comprehensive loss — — — — — ( 17,817 ) ( 707 ) ( 18,524 ) Share-based compensation — 7,220 — — — 7,220 — 7,220 Tax withholding associated with shares issued for equity-based compensation — ( 15,229 ) — — — ( 15,229 ) — ( 15,229 ) Common stock issued under stock incentive plans — ( 9,117 ) 18,045 ( 8,928 ) — — — — Adjustments to noncontrolling interests — ( 447 ) — — — ( 447 ) 447 — Balance as of September 30, 2022 $ 249 $ — $ ( 109,981 ) $ ( 62,447 ) $ ( 1,183 ) $ ( 173,362 ) $ 1,452 $ ( 171,910 ) See accompanying notes to consolidated financial statements. 7 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 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; and 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 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. (referred to herein as “MSG Entertainment”) to its stockholders (the “MSGE Distribution”). All agreements between the Company and MSG Entertainment described herein were between the Company and Sphere Entertainment prior to the MSGE Distribution (except agreements entered into after the MSGE Distribution Date). Unless the context otherwise requires, all references to MSG Entertainment, Sphere Entertainment and MSG Networks refer to such entity, together with its direct and indirect subsidiaries. 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, 2023 (“fiscal year 2023”). 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 sports teams’ games are played. Reclassifications Certain reclassifications have been made in order to conform to the current period’s presentation and relate to the separation of Investments and unrealized loss on equity investments with readily determinable fair value and warrants on the consolidated statements of cash flows for the three months ended September 30, 2022. 8 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. For consolidated subsidiaries where the Company’s ownership is less than 100%, the relevant amounts attributable to investors other than the Company are reflected under “Nonredeemable noncontrolling interests,” “Net income (loss) attributable to nonredeemable noncontrolling interests” and “Comprehensive income (loss) attributable to nonredeemable noncontrolling interests” in the accompanying consolidated balance sheets, 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, fair value of investments, deferred tax valuation allowance, tax accruals, 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. 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. 9 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 months ended September 30, 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 months ended September 30, 2023 and 2022: Three Months Ended September 30, 2023 2022 Event-related (a) $ 5,821 $ 5,346 Media rights (b) 7,219 6,986 Sponsorship, signage and suite licenses 5,314 4,814 League distributions and other 24,692 6,943 Total revenues from contracts with customers $ 43,046 $ 24,089 _________________ (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. 10 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 September 30, 2023 and June 30, 2023. September 30, June 30, 2023 2023 Receivables from contracts with customers, net (a) $ 31,842 $ 20,134 Contract assets, current (b) 13,777 19,465 Deferred revenue, including non-current portion (c), (d) 302,045 169,717 _________________ (a) Receivables from contracts with customers, net, which are reported in Accounts receivable, net and Net related party receivables in the accompanying consolidated balance sheets, represent the Company’s unconditional rights to consideration under its contracts with customers. 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 September 30, 2023 and June 30, 2023, the Company had receivable balances related to escrow and player compensation recoveries of $ 1,244 and $ 1,544 , respectively, reco rded in Accounts receivable, net. (b) Contract assets, current, which are reported as Other current assets in the 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 Company’s deferred revenue related to local media rights was $ 36,490 and $ 0 as of September 30, 2023 and June 30, 2023, respectively. See Note 16 for further details on these related party arrangements. (d) Revenue recognized for the three months ended September 30, 2023 relating to the deferred revenue balance as of June 30, 2023 was $ 19,233 . 11 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 September 30, 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. Fiscal Year 2024 (remainder) $ 162,928 Fiscal Year 2025 115,935 Fiscal Year 2026 72,727 Fiscal Year 2027 39,055 Fiscal Year 2028 20,213 Thereafter 18,047 $ 428,905 Note 4. Computation of Earnings (Loss) per Common Share The following table presents a reconciliation of earnings (loss) allocated to common shares and 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 September 30, 2023 2022 Net earnings (loss) allocable to common shares, basic and diluted (numerator): Net loss attributable to Madison Square Garden Sports Corp.’s stockholders $ ( 18,821 ) $ ( 17,820 ) Less: Dividends to other-than-common stockholders (a) 6 — Net loss allocable to common shares, basic and diluted (numerator): $ ( 18,827 ) $ ( 17,820 ) Weighted-average shares (denominator): Weighted-average shares for basic EPS 23,971 24,295 Dilutive effect of shares issuable under share-based compensation plans — — Weighted-average shares for diluted EPS 23,971 24,295 Weighted-average shares excluded from diluted EPS 94 128 Basic loss per common share attributable to Madison Square Garden Sports Corp.’s stockholders $ ( 0.79 ) $ ( 0.73 ) Diluted loss per common share attributable to Madison Square Garden Sports Corp.’s stockholders $ ( 0.79 ) $ ( 0.73 ) _________________ (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. 12 Table of Contents 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”). There were no Team personnel transactions for the three months ended September 30, 2023 and Team personnel transactions were a net credit of $ 329 for the three months ended September 30, 2022. 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 September 30, 2023 June 30, 2023 September 30, 2022 June 30, 2022 Captions on the consolidated balance sheets: Cash and cash equivalents $ 51,208 $ 40,398 $ 81,036 $ 91,018 Restricted cash (a) 1,211 61 — — Cash, cash equivalents and restricted cash on the consolidated statements of cash flows $ 52,419 $ 40,459 $ 81,036 $ 91,018 _________________ (a) Restricted cash as of September 30, 2023 and June 30, 2023 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, 2023 for more information). Note 7. Leases As of September 30, 2023, 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 a lease agreement for an aircraft. Prior to the MSGE Distribution Date, the Sublease Agreement was between the Company and Sphere 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 7 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2023 for more information regarding the Company’s accounting policies associated with its leases. As of September 30, 2023, the Company’s exis ting operating leases, which are recorded in the accompanying financial statements, have remaining lease terms ranging from 1 month to 32 years. In certain ins tances, 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. 13 Table of Contents 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 in the accompanying consolidated balance sheets as of September 30, 2023 and June 30, 2023: Line Item in the Company’s Consolidated Balance Sheet September 30, 2023 June 30, 2023 Right-of-use assets: Operating leases Right-of-use lease assets $ 713,350 $ 715,283 Lease liabilities: Operating leases, current (a) Operating lease liabilities, current $ 50,530 $ 49,745 Operating leases, noncurrent (a) Operating lease liabilities, noncurrent 734,277 746,437 Total lease liabilities $ 784,807 $ 796,182 _________________ (a) As of September 30, 2023, Operating lease liabilities, current and Operating lease liabilities, noncurrent included balances o f $ 43,952 and $ 696,559 , r espectively, that are payable to MSG Entertainment. As of June 30, 2023, Operating lease liabilities, current and Operating lease liabilities, noncurrent included balances of $ 43,700 and $ 707,124 , respectively, that are payable to MSG Entertainment. The following table summarizes the activity recorded within the accompanying consolidated statements of operations for the three months ended September 30, 2023 and 2022: Line Item in the Company’s Consolidated Statement of Operations Three Months Ended September 30, 2023 2022 Operating lease cost Direct operating expenses $ 1,311 $ 1,403 Operating lease cost Selling, general and administrative expenses 2,320 613 Short-term lease cost Direct operating expenses — 45 Total lease cost $ 3,631 $ 2,061 Supplemental Information For the three months ended September 30, 2023 and 2022, cash paid for amounts included in the measurement of lease liabilities was $ 13,072 and $ 11,263 , respectively. The weighted average remaining lease term for operating leases recorded in the accompanying consolidated balance sheet as of September 30, 2023 was 30.3 years. The weighted average discount rate was 7.1 % as of September 30, 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 September 30, 2023 are as follows: Fiscal Year 2024 (remainder) $ 39,070 Fiscal Year 2025 51,681 Fiscal Year 2026 52,155 Fiscal Year 2027 53,516 Fiscal Year 2028 54,919 Thereafter 2,041,609 Total lease payments 2,292,950 Less imputed interest ( 1,508,143 ) Total lease liabilities $ 784,807 14 Table of Contents 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 2024, 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 September 30, 2023 and June 30, 2023 was $ 226,523 . The Company’s indefinite-lived intangible assets as of September 30, 2023 and June 30, 2023 are as follows: Sports franchises $ 102,564 Photographic related rights 1,080 $ 103,644 During the first quarter of fiscal year 2024, 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. For the three months ended September 30, 2022, amortization expense o f intangible assets was $ 108 . There was no amortization expense for the three months ended September 30, 2023 as a result of the disposal of CLG in April 2023. Note 9. Investments The Company’s investments in nonconsolidated affiliates which are accounted for under the equity method of accounting, equity investments with readily determinable fair values, equity investments without readily determinable fair values, and derivative instruments, which are reported within Investments in the accompanying consolidated balance sheets, consisted of the following: September 30, 2023 June 30, 2023 Equity method investments: NRG $ 11,533 $ 11,948 Equity investments with readily determinable fair values: Xtract One Technologies Inc. (“Xtract One”) common stock 15,855 22,408 Other equity investments with readily determinable fair values held in trust under the Company’s Executive Deferred Compensation Plan 15,783 14,406 Equity investments without readily determinable fair values (a) 6,852 5,514 Derivative instruments: Xtract One warrants 7,680 13,098 Total investments $ 57,703 $ 67,374 _________________ (a) For the three months ended September 30, 2023 and 2022, the Company did not record any impairment charges or changes in carrying value of its equity securities without readily determinable fair values in the accompanying consolidated statements of operations. Equity Method Investments The Company determined that it has the ability to exert significant influence over the investee and therefore accounts for this investment under the equity method of accounting. NRG In April 2023, the Company sold 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. The Company received preferred shares representing approximately 25 % of the capital stock of NRG. The Company deconsolidated the CLG business and recorded the investment in NRG at fair value as an equity method investment in the fourth quarter of fiscal year 2023. During the three months ended September 30, 2023, the Company recognized its net share of losses of $ 415 in Miscellaneous expense, net within the Company’s consolidated statement of operations. As of September 30, 2023 and June 30, 2023, the Company’s ownership in NRG was approximately 25 %. 15 Table of Contents MADISON SQUARE GARDEN SPORTS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) Equity Investments with Readily Determinable Fair Values The Company holds investments in equity instruments with readily determinable fair value: • Xtract One, a technology-driven threat detection and security solution company that is listed on the Toronto Stock Exchange under the symbol “XTRA”. The Company holds common stock of Xtract One and holds warrants entitling the Company to acquire additional shares of common stock of Xtract One which are considered derivative instruments. Refer to Note 10 for further details regarding the Company’s warrants, including the inputs used in determining the fair value of the warrants. • Other equity investments held in trust under the Company’s Executive Deferred Compensation Plan. Refer to Note 13 for further details regarding the plan. The fair value of the Company’s investments in common stock of Xtract One and other investments held in trust are determined based on quoted market prices in active markets, which are classified within Level I of the fair value hierarchy. The cost basis and carrying value of equity investments with readily determinable fair values are as follows: September 30, 2023 June 30, 2023 Cost Basis Carrying Value/Fair Value Cost Basis Carrying Value/Fair Value Xtract One common stock $ 6,783 $ 15,855 $ 6,783 $ 22,408 Other equity investments with readily determinable fair values 15,279 15,783 13,772 14,406 $ 22,062 $ 31,638 $ 20,555 $ 36,814 The following table summarizes the realized and unrealized gains (losses) on equity investments with readily determinable fair values, recorded within Miscellaneous expense, net within the Company’s consolidated statement of operations, for the three months ended September 30, 2023 and 2022. Three Month Ended September 30, 2023 2022 Unrealized loss - Xtract One common stock $ ( 6,553 ) $ — Unrealized loss - other equity investments with readily determinable fair values ( 130 ) ( 103 ) Realized gain - other equity investments with readily determinable fair values 26 — $ ( 6,657 ) $ ( 103 ) Note 10. 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 September 30, 2023 June 30, 2023 Assets: Money market accounts I $ 25,489 $ 17,330 Time deposit I 23,144 1,457 Equity investments I 31,638 36,814 Warrants III 7,680 13,098 Total assets measured at fair value $ 87,951 $ 68,699 Level I Inputs Assets that are 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. Refer to Note 9 for further details regarding equity investments. 16 Table of Contents MADISON SQUARE GARDEN SPORTS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) Level III Inputs The Company’s level III assets consist of warrants entitling the Company to acquire additional common stock of Xtract One. The Company’s warrants are included within Investments in the accompanying consolidated balance sheets. Changes in the fair value of derivative instruments are measured at each reporting date and are recorded within Miscellaneous expense, net in the accompanying consolidated statements of operations. The fair value of the Company’s warrants in Xtract One were determined using the Black-Scholes option pricing model. The following are key assumptions used to calculate the fair value of the warrants as of September 30, 2023 and June 30, 2023: September 30, 2023 June 30, 2023 Expected term 2.22 years 2.34 years Expected volatility 74.35 % 74.43 % Risk-free interest rate 5.03 % 4.68 % The following table presents additional information about our assets for which we utilize Level III inputs to determine fair value: Three Months Ended September 30, 2023 Balance at beginning of period $ 13,098 Unrealized losses on warrants ( 5,418 ) Balance at end of period $ 7,680 The carrying value and fair value of the Company’s financial instruments reported in the accompanying consolidated balance sheets are as follows: September 30, 2023 June 30, 2023 Carrying Value Fair Value Carrying Value Fair Value Liabilities Debt, current (a) $ 30,000 $ 30,000 $ 30,000 $ 30,000 Long-term debt (b) $ 370,000 $ 370,000 $ 295,000 $ 295,000 _________________ (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 12 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 12 for further details . Note 11. 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, 2023, 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 2023 other than activities in the ordinary course of business. 17 Table of Contents MADISON SQUARE GARDEN SPORTS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) 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 12. 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. 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 “Knicks Credit Agreement”). The Knicks Credit Agreement provides for a senior secured revolving credit facility of up to $ 275,000 (the “Knicks Revolving Credit Facility”) to fund working capital needs and for general corporate purposes. The maturity date of the 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 Knicks Revolving Credit Facility are subject to the satisfaction of certain customary conditions. Borrowings under the 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 Knicks Revolving Credit Facility. During the three months ended September 30, 2023, the Company borrowed an additional $ 40,000 under the Knicks Revolving Credit Facility. The outstanding balance under the Knicks Revolving Credit Facility was $ 275,000 as of September 30, 2023, which was recorded as Long-term debt in the accompanying consolidated balance sheet. The interest rate on the Knicks Revolving Credit Facility as of September 30, 2023 was 6.67 % . During the three months ended September 30, 2023 the Company made interest payments of $ 4,340 in respect of the Knicks Revolving Credit Facility. All obligations under the 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 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 Knicks Revolving Credit Facility is greater than 350 % of qualified revenues. In addition to the financial covenant described above, the Knicks Credit Agreement and related security agreement contain certain customary representations and warranties, affirmative covenants and events of default. The 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 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 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 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 September 30, 2023, Knicks LLC was in compliance with this financial covenant. 18 Table of Contents MADISON SQUARE GARDEN SPORTS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) 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. 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 “Rangers Credit Agreement”). The Rangers Credit Agreement provides for a senior secured revolving credit facility of up to $ 250,000 (the “Rangers Revolving Credit Facility”) to fund working capital needs and for general corporate purposes. The maturity date of the 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 Rangers Revolving Credit Facility are subject to the satisfaction of certain customary conditions. Borrowings under the 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 Rangers Revolving Credit Facility. During the three months ended September 30, 2023, the Company borrowed an additional $ 35,000 under the Rangers Revolving Credit Facility. The outstanding balance under the Rangers Revolving Credit Facility wa s $ 95,000 as of September 30, 2023, which was recorded as Long-term debt in the accompanying consolidated balance sheet. The interest rate on the Rangers Revolving Credit Facility as of September 30, 2023 wa s 7.17 % . During the three months ended September 30, 2023 the Company made interest payments of $ 1,077 in respect of the Rangers Revolving Credit Facility. All obligations under the Rangers Revolving Credit Facility are, subject to the 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 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 Rangers Revolving Credit Facility. In addition to the financial covenant described above, the Rangers Credit Agreement and related security agreement contain certain customary representations and warranties, affirmative covenants and events of default. The 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 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 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 Rangers Revolving Credit Facility. The 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 September 30, 2023, Rangers LLC was in compliance with this financial covenant. 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 “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 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 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 Rangers NHL Advance Agreement are payable upon demand by the 19 Table of Contents MADISON SQUARE GARDEN SPORTS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) 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 Rangers NHL Advance Agreement was $ 30,000 as of September 30, 2023 and was recorded as Debt in the accompanying consolidated balance sheet. During the three months ended September 30, 2023 the Company made interest p ayments of $ 450 . Deferred Financing Costs The following table summarizes deferred financing costs, net of amortization, related to the Company’s credit facilities as reported in the accompanying consolidated balance sheets: September 30, 2023 June 30, 2023 Other current assets $ 1,145 $ 1,145 Other assets 2,523 2,810 Note 13. Benefit Plans Defined Benefit Pension Plans The Company sponsors the MSG Sports, LLC Excess Cash Balance Plan (the “Excess Cash Balance Plan”), an unfunded non-contributory, non-qualified excess cash balance plan and the MSG Sports, LLC Excess Retirement Plan, an unfunded non-contributory, non-qualified defined benefit pension plan for the benefit of certain employees (collectively referred to as the “Pension Plans”). All benefits in the Pension Plans are frozen and participants are not able to earn benefits for future service under these plans, and no employee of the Company who was not already a participant as of the date the respective plan was frozen may become a participant in the Pension Plans. Existing account balances under the Excess Cash Balance Plan are credited with monthly interest in accordance with the terms of the plan. The following table presents components of net periodic benefit cost for the Pension Plans included in the accompanying consolidated statements of operations for the three months ended September 30, 2023 and 2022. Components of net periodic benefit cost are reported in Miscellaneous expense, net. Three Months Ended September 30, 2023 2022 Interest cost $ 68 $ 60 Recognized actuarial loss 9 4 Net periodic benefit cost $ 77 $ 64 Defined Contribution Plans MSG Sports employees participate in The Madison Square Garden 401(k) Savings Plan (the “401(k) Plan”), which is a multiple employer plan sponsored by MSG Entertainment Holdings, LLC, a wholly owned subsidiary of MSG Entertainment. In addition, the Company sponsors the MSG Sports LLC Excess Savings Plan (the “Excess Savings Plan”), which provides non-qualified retirement benefits to eligible MSG Sports employees. Expense related to the 401(k) Plan and Excess Savings Plan for the three months ended September 30, 2023 and 2022 was $ 1,294 and $ 1,065 , respectively. 20 Table of Contents MADISON SQUARE GARDEN SPORTS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) 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, 2023 for more information regarding the Company’s E xecutive Deferred Compensation Plan (the “Deferred Compensation Plan”). The Company recorded compensation cost credits of $ 104 and $ 103 for the three months ended September 30, 2023 and 2022, respectively, within Selling, general and administrative expenses to reflect the remeasurement of the Deferred Compensation Plan liability. In addition, the Company recorded losses of $ 104 and $ 103 for the three months ended September 30, 2023 and 2022, respectively, within Miscellaneous expense, net to reflect t he 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: September 30, 2023 June 30, 2023 Non-current assets (included in other assets) $ 15,783 $ 14,406 Current liabilities (included in accrued employee related costs) ( 343 ) ( 1,358 ) Non-current liabilities (included in other employee related costs) ( 15,440 ) ( 13,048 ) Note 14. 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, 2023 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 is recognized in the consolidated statements of operations as a component of Selling, general and administrative expenses. Share-based compensation expense was $ 4,149 and $ 7,220 for the three months ended September 30, 2023 and 2022, respectively. There were no costs related to share-based compensation that were capitalized for the three months ended September 30, 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 current and former employees of the Company and non-employee directors, for the three months ended September 30, 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, 2023 124 160 $ 167.08 Granted 48 48 $ 178.45 Vested ( 42 ) ( 52 ) $ 161.41 Forfeited / Cancelled ( 1 ) ( 1 ) $ 163.39 Unvested award balance, September 30, 2023 129 155 $ 172.76 _____________________ (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 three months ended September 30, 2023 was $ 16,637 . 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 current and former employees’ required statutory tax withholding obligations for the applicable income and other employment taxes, 37 of these RSUs, with an aggregate value of $ 6,637 , inclusive of $ 4 related to the Company’s former 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 three months ended September 30, 2023. The fair value of RSUs that vested during the three months ended September 30, 2022 was $ 31,766 . The weighted-average fair value per share at grant date of RSUs granted during the three months ended September 30, 2022 was $ 161.58 . 21 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 three months ended September 30, 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, 2023 94 $ 138.78 Granted — $ — Cancelled — $ — Balance as of September 30, 2023 94 $ 138.78 4.21 $ 3,520 Exercisable as of September 30, 2023 94 $ 138.78 4.21 $ 3,520 Note 15. 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. During the three months ended September 30, 2023 and 2022, the Company did not make any share repurchases under its share repurchase program. As of September 30, 2023, the Company had $ 184,639 of availability remaining under its stock repurchase authorization . Note 16. Related Party Transactions As of September 30, 2023, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, members of the Dolan family, including trusts for members of the Dolan family (collectively, the “Dolan Family Group”), collectively beneficially own 100 % of the Company’s outstanding Class B Common Stock and own approximately 3.3 % 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 Group 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 MSG Entertainment as of September 30, 2023: • 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 sales and catering services during Knicks and Rangers home games, (v) provides day of game services, 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 the teams receive an allocation of sponsorship and signage revenues associated with sponsorship agreements that include the assets of both the Company and MSG Entertainment; • 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 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; 22 Table of Contents MADISON SQUARE GARDEN SPORTS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued) • Arrangements pursuant to which the Company provides certain sponsorship, premium hospitality and other business operations services; • 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; 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) as of September 30, 2023 : • Media rights agreements between the Company and MSG Networks, entered into in July 2015, with stated terms of 20 years providing MSG Networks with local telecast right for Knicks and Rangers games in exchange for media rights fees; • Arrangements with MSG Networks pursuant to which the Knicks and the Rangers have allocated revenues with MSG Networks related to virtual advertising inventory; • Arrangements pursuant to which the Company provides Sphere Entertainment with certain sponsorship and other business operations services; • 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 an employee matters agreement, agreements related to audio-only distribution rights for Knicks and Rangers games, and certain other arrangements. The Company is also party to arrangements with MSG Entertainment and Sphere Entertainment pursuant to which the three companies have agreed to allocate expenses in connection with the use by each company of aircraft owned or leased by the Company and MSG Entertainment. 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 Sphere Entertainment and, following the MSGE Distribution, with MSG Entertainment as well; (ii) the Company’s Vice Chairman with AMC Networks, Sphere Entertainment and following the MSGE Distribution, with MSG Entertainment as well, and (iii) the Company’s Executive Vice President with Sphere Entertainment and AMC Networks. Additionally, the Company, Sphere Entertainment, AMC Networks, and, following the MSGE Distribution, MSG Entertainment allocate the costs of certain personal aircraft and helicopter usage by their shared executives. 23 Table of Contents 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 months ended September 30, 2023 and 2022: Three Months Ended September 30, 2023 2022 Revenues (a) $ 8,817 $ 8,174 Operating expenses: Expense pursuant to the Services Agreement $ 9,887 $ 9,513 Rent expense pursuant to Sublease agreement with MSG Entertainment 750 698 Costs associated with the Sponsorship sales and service representation agreements 2,601 2,933 Operating lease expense associated with the Arena License Agreements 1,311 1,311 Other costs associated with the Arena License Agreements 804 970 Other operating (credits) expenses, net ( 612 ) 67 ___________________ (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 17. 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 benefit for the three months ended September 30, 2023 of $ 15,144 reflects an effective tax rate of 45 % . Income tax benefit for the three months ended September 30, 2022 of $ 20,493 reflects an effective tax rate of 53 %. 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 three months ended September 30, 2023, the Company made income tax payments, net of refunds, of $ 8,029 . 24 Table of Contents