Sphere Entertainment Co.
For the period ended Sep 30, 2025. Filed Nov 4, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 4, 2025
SPHR$120.02+6.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-11.
0001628280-25-039390
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-04.
0001628280-25-049008
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 227 previous paragraphs and 238 current paragraphs.
136 unchanged; 81 reworded; 17 added; 5 removed; 5 previous and 4 current paragraphs rearranged.
Tables are not compared: 17 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (17)
Current report
During the three and nine months ended September 30, 2025, the Company recognized impairments and other losses, net of $65,457 and $69,619, respectively. The current year charges primarily relate to a $65,400 goodwill impairment charge for the MSG Networks reporting unit. During the three and nine months ended September 30, 2024, the Company recognized a charge relating to fixed assets at Sphere Las Vegas that were removed from the venue and were impaired.
Current report
For the three months ended September 30, 2025, the increase in event-related revenues reflects (i) higher revenues from concerts, primarily due to 16 additional concert residency shows held at Sphere in Las Vegas during the period, partially offset by lower average per-concert revenue due to the mix of concerts as compared to the prior year period, and (ii) a decrease in revenues due to the absence of one marquee sporting event and one corporate event held during the three months ended September 30, 2024.
Current report
For the three months ended September 30, 2025, the increase in event-related direct operating expenses reflects higher expenses from concerts, primarily due to an increase in the number of concert residency shows held at Sphere in Las Vegas as compared to the prior year period, partially offset by lower average per-concert expenses. The increase was also partially offset by a decrease in expenses due to the absence of one marquee sporting event held during the three months ended September 30, 2024.
Current report
In connection with the performance of the Company’s annual goodwill impairment test as of August 31, 2025, the Company recognized impairments and other losses, net of $65,400, during the three and nine months ended September 30, 2025, related to the goodwill of the MSG Networks reporting unit, due to projected declines in the reporting unit’s business. See “Recently Issued Accounting Pronouncements and Critical Accounting Estimates—Impairment of Goodwill” below.
Current report
Operating (loss) income
Current report
For the three months ended September 30, 2025, operating income decreased by $52,745 as compared to the prior year period, primarily due to the increase in impairments and other losses, net, and, to a lesser extent, the decrease in revenues, partially offset by a decrease in direct operating expenses and lower selling, general and administrative expenses.
Current report
The Company had increases in cash provided by operating activities related to (i) an increase in Deferred revenue of $86,247, primarily related to cash proceeds from The Wizard of Oz at Sphere ticket sales, (ii) Accrued and other current liabilities of $30,712 due to the timing of payments for accrued expenses, including compensation and employee related benefits, and (iii) Related party receivables and payables, net of $24,001 due to the timing of related party settlements.
Current report
These increases in cash provided by operating activities were partially offset by increases in cash used in operating activities related to (i) Accounts receivable of $82,322, primarily due to the timing of cash collections from the Company’s third-party ticketing service provider related to residencies in June 2024, (ii) Prepaid expenses and other current and non-current assets of $40,632, primarily due to an increase in The Wizard of Oz deferred production content costs, (iii) Accounts payable of $10,671 due to the timing of payments to vendors, and (iv) Right-of-use lease assets and operating lease liabilities of $6,916 due to the timing of lease payments and other leasing activity.
Current report
The Company elected to perform the qualitative assessment of impairment for its Sphere reporting unit during the quarterly period ended September 30, 2025. This assessment considered qualitative factors such as:
Current report
•macroeconomic conditions;
Current report
•industry and market considerations;
Current report
•cost factors;
Current report
•overall financial performance of the reporting units;
Current report
•other relevant company-specific factors such as changes in management, strategy or customers; and
Current report
•relevant reporting unit specific events such as changes in the carrying amount of net assets.
Current report
No impairment of Sphere’s goodwill was identified as a result of this assessment as the Company concluded that the reporting unit had a sufficient safety margin, representing the excess of the estimated fair value of the reporting unit, derived from the most recent quantitative assessments, less its respective carrying value (including goodwill). The Company believes that if the fair value of the reporting unit exceeds its carrying value by greater than 10%, a sufficient safety margin has been realized.
Current report
The Company continues to closely monitor the performance and fair value of its MSG Networks reporting unit. A significant adverse change in market factors or the business outlook for the MSG Networks reporting unit could negatively impact the fair value of the MSG Networks reporting unit and result in an additional goodwill impairment charge at that time.
Removed paragraphs (5)
Previous report
Impairments and other losses, net
Previous report
During the three and six months ended June 30, 2025, the Company recognized impairments and other losses, net of $3,641 and $4,162 respectively. The recorded losses were primarily due to $3,741 from the sale of the Company’s land in Stratford, London. During the three and six months ended June 30, 2024, the Company recognized a loss resulting from the purchase accounting related to the acquisition of Holoplot GmbH (“Holoplot”) in April 2024, which was a previously held equity method investment.
Previous report
Impairments and other losses, net
Previous report
Operating income
Previous report
On December 31, 2024, MSG Networks’ affiliation agreement with Altice, one of its major Distributors, expired, subsequent to which the Company’s networks were not carried by Altice from January 1, 2025 through February 21, 2025. On February 22, 2025, the Company and Altice entered into a multi-year renewal of the affiliation agreement and Altice resumed carriage of the Company’s programming networks. In connection with the preparation of the financial statements included in the Form 10-KT, and in light of changes affecting the MSG Networks reporting unit and the programming industry, the Company concluded that a triggering event had occurred as of December 31, 2024 (“interim testing date”) for the MSG Networks reporting unit, which required the Company to assess the carrying value of its long-lived assets, amortizable intangible assets and goodwill as of the interim testing date.
Reworded paragraphs (81)
Previous wording
All dollar amounts included in the following MD&A are presented in thousands, except as otherwise noted.
Current wording
All dollar amounts included in the following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) are presented in thousands, except as otherwise noted.
Previous wording
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In this MD&A, there are statements concerning the future operating and future financial performance of Sphere Entertainment Co. and its direct and indirect subsidiaries (collectively, “we,” “us,” “our,” “Sphere Entertainment,” or the “Company”), including (i) the success of Sphere and The Sphere Experience and development of newimmersive productions content, (ii) our plans to bring Sphere to Abu Dhabi, United Arab Emirates under a franchise model, (iii) our ability to reduce or defer certain discretionary capital projects, (iv) our plans for possible additional debt financing and (v) MSG Networks subscriber declines. Words such as “expects,” “anticipates,” “believes,” “estimates,” “may,” “will,” “should,” “could,” “potential,” “continue,” “intends,” “plans,” and similar words and terms used in the discussion of future operating and future financial performance identify forward-looking statements. Investors are cautioned that such forward-looking statements are not guarantees of future performance, results or events and involve risks and uncertainties and that actual results or developments may differ materially from the forward-looking statements as a result of various factors. Factors that may cause such differences to occur include, but are not limited to:
Current wording
This MD&A contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In this MD&A, there are statements concerning the future operating and future financial performance of Sphere Entertainment Co. and its direct and indirect subsidiaries (collectively, “we,” “us,” “our,” “Sphere Entertainment,” or the “Company”), including (i) the success of Sphere and The Sphere Experience and development of newimmersive productions content, (ii) our plans to bring Sphere to Abu Dhabi, United Arab Emirates, under a franchise model, (iii) our ability to reduce or defer certain discretionary capital projects, (iv) our plans for possible additional debt financing and (v) MSG Networks subscriber declines. Words such as “expects,” “anticipates,” “believes,” “estimates,” “may,” “will,” “should,” “could,” “potential,” “continue,” “intends,” “plans,” and similar words and terms used in the discussion of future operating and future financial performance identify forward-looking statements. Investors are cautioned that such forward-looking statements are not guarantees of future performance, results or events and involve risks and uncertainties and that actual results or developments may differ materially from the forward-looking statements as a result of various factors. Factors that may cause such differences to occur include, but are not limited to:
Previous wording
•general economic conditions, especially in the Las Vegas and New York City metropolitan areas where we have significant business activities, including the impact of a recession on our business;
Current wording
•general economic conditions, especially in the Las Vegas and New York City metropolitan areas where we have significant business activities, including the impact of a recession or a government shutdown on our business;
Previous wording
•the effect of any postponements or cancellations of events by third-parties or the Company as a result of future pandemics, due to operational challenges and other health and safety concerns;
Current wording
•the effect of any postponements or cancellations of events by third-parties or the Company as a result of future pandemics, due to operational challenges, force majeure events and other health and safety concerns;
Previous wording
•our ability to successfully integrate acquisitions, new venues or new businesses into our operations;
Current wording
•our ability to successfully integrate acquisitions, new venues or new businesses into our operations and secure intellectual property rights in territories where such businesses operate and/or conduct business;
Previous wording
The Company is a premier live entertainment and media company comprised of two reportable segments, Sphere and MSG Networks. Sphere is a next-generation entertainment medium, and MSG Networks operates two regional sports and entertainment networks, as well as a direct-to-consumer (“DTC”) and authenticated streaming product.
Current wording
The Company is a leader in immersive entertainment, technology and media. The Company is comprised of two reportable segments, Sphere and MSG Networks. Sphere is a next-generation entertainment medium, and MSG Networks operates two regional sports and entertainment networks, as well as a direct-to-consumer (“DTC”) and authenticated streaming product.
Previous wording
Sphere: This segment reflects Sphere, a next-generation entertainment medium powered by cutting-edge technologies to create multi-sensory experiences at an unparalleled scale. The Company’s first Sphere opened in Las Vegas in September 2023. The venue can accommodate up to 20,000 guests and can host a wide variety of events year-round, including The Sphere Experience, which features original immersive productions, as well as concerts and residencies from renowned artists, and marquee sports and corporate events. Production efforts are supported by Sphere Studios, an immersive content studio dedicated to creating multi-sensory entertainment experiences exclusively for Sphere. Sphere Studios is home to a team of creative, production, technology and software experts who provide full in-house creative and production services. The studio campus in Burbank includes a 68,000-square-foot development facility, as well as Big Dome, a 28,000-square-foot, 100-foot high custom dome, with a quarter-sized version of the interior display plane at Sphere in Las Vegas, that serves as a specialized screening, production facility, and lab for content at Sphere. The entire exterior surface of Sphere, referred to as the Exosphere, is covered with nearly 580,000 square feet of fully programmable LED paneling, creating the largest LED screen in the world — and an impactful display for artists, brands and partners. In October 2024, the Company and DCT Abu Dhabi announced plans to work together to bring the world’s second Sphere to Abu Dhabi, United Arab Emirates.
Current wording
Sphere: This segment reflects Sphere, a next-generation entertainment medium powered by cutting-edge technologies to create multi-sensory experiences at an unparalleled scale. The Company’s first Sphere opened in Las Vegas in September 2023, and the Company is working with DCT Abu Dhabi to bring the world’s second Sphere to Abu Dhabi, United Arab Emirates. Sphere in Las Vegas can accommodate up to 20,000 guests and can host a wide variety of events year-round, including The Sphere Experience, which features original immersive productions, as well as concerts and residencies from renowned artists, and marquee sports and corporate events. Production efforts are supported by Sphere Studios, an immersive content studio dedicated to creating multi-sensory entertainment experiences exclusively for Sphere. Sphere Studios is home to a team of creative, production, technology and software experts who provide full in-house creative and production services. The studio campus in Burbank includes a 68,000-square-foot development facility, as well as Big Dome, a 28,000-square-foot, 100-foot high custom dome, with a quarter-sized version of the interior display plane at Sphere in Las Vegas, that serves as a specialized screening, production facility, and lab for content at Sphere. The entire exterior surface of Sphere, referred to as the Exosphere, is covered with nearly 580,000 square feet of fully programmable LED paneling, creating the largest LED screen in the world — and an impactful display for artists, brands and partners.
Previous wording
Results of Operations. This section provides an analysis of our unaudited results of operations for the three and six months ended June 30, 2025 and 2024 on both a (i) consolidated basis and (ii) segment basis.
Current wording
Results of Operations. This section provides an analysis of our unaudited results of operations for the three and nine months ended September 30, 2025 and 2024 on both a (i) consolidated basis and (ii) segment basis.
Previous wording
Liquidity and Capital Resources. This section provides a discussion of our financial condition and liquidity, an analysis of our cash flows for the six months ended June 30, 2025 and 2024, as well as certain contractual obligations and off-balance sheet arrangements.
Current wording
Liquidity and Capital Resources. This section provides a discussion of our financial condition and liquidity, an analysis of our cash flows for the nine months ended September 30, 2025 and 2024, as well as certain contractual obligations and off-balance sheet arrangements.
Previous wording
The operating results of our Sphere segment are largely dependent on our ability to continue to attract (i) audiences to The Sphere Experience, (ii) advertisers and marketing partners, and (iii) guests to attend, and artists to perform at, residencies, concerts and other events at our venue. The operating results of our MSG Networks segment are largely dependent on (i) the terms of MSG Networks’ affiliation agreements with Distributors (including renewals thereof), (ii) the number of subscribers of MSG Networks’ Distributors, (iii) the terms of MSG Networks’ media rights agreements (including renewals thereof), (iv) the ability of MSG Networks to make its required debt service payments, including quarterly principal amortization payments pursuant to the terms of its term loan facility, (v) the success of MSG+, MSG Networks’ DTC and authenticated streaming offering (which is available through the Gotham Sports streaming product), and (vi) the advertising rates MSG Networks charges advertisers. Certain of these factors in turn depend on the popularity and/or performance of the professional sports teams whose games MSG Networks broadcasts on its networks.
Current wording
The operating results of our Sphere segment are largely dependent on our ability to continue to attract (i) audiences to The Sphere Experience, (ii) advertisers and marketing partners, and (iii) guests to attend, and artists, entertainers and athletes, to perform at, residencies, concerts and other events at our venue. The operating results of our MSG Networks segment are largely dependent on (i) the terms of MSG Networks’ affiliation agreements with Distributors (including renewals thereof), (ii) the number of subscribers of MSG Networks’ Distributors, (iii) the terms of MSG Networks’ media rights agreements (including renewals thereof), (iv) the ability of MSG Networks to make its required debt service payments, including quarterly principal amortization payments pursuant to the terms of its term loan facility, (v) the success of MSG+, MSG Networks’ DTC and authenticated streaming offering (which is available through the Gotham Sports streaming product), and (vi) the advertising rates MSG Networks charges advertisers. Certain of these factors in turn depend on the popularity and/or performance of the professional sports teams whose games MSG Networks broadcasts on its networks.
Previous wording
Garden Corp.” and, collectively with MSG Networks, MSGN Eden and Regional MSGN, the “MSGN Holdings Entities”), and certain subsidiaries of MSGN L.P. entered into a second amended and restated credit agreement (the “A&R MSGN Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (the “MSGN Lenders”). Pursuant to the A&R MSGN Credit Agreement, MSGN L.P.’s prior credit facility was replaced with a $210,000 term loan facility (the “MSGN Term Loan Facility”), which matures on December 31, 2029. See Note 10. Credit Facilities and Convertible Notes to the condensed consolidated financial statements included in Part I — Item 1. of this Form 10-Q for a more detailed discussion of the MSGN Term Loan Facility.
Current wording
MSGN Holdings, L.P. (“MSGN L.P.”), MSG Networks, MSGN Eden, LLC, an indirect subsidiary of the Company and the general partner of MSGN L.P. (“MSGN Eden”), Regional MSGN Holdings LLC, an indirect subsidiary of the Company and the limited partner of MSGN L.P. (“Regional MSGN”), Rainbow Garden Corp., a wholly-owned subsidiary of MSG Networks (“Rainbow Garden Corp.” and, collectively with MSG Networks, MSGN Eden and Regional MSGN, the “MSGN Holdings Entities”), and certain subsidiaries of MSGN L.P. entered into a second amended and restated credit agreement (the “A&R MSGN Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (the “MSGN Lenders”). Pursuant to the A&R MSGN Credit Agreement, MSGN L.P.’s prior credit facility was replaced with a $210,000 term loan facility (the “MSGN Term Loan Facility”), which matures on December 31, 2029. See Note 10. Credit Facilities and Convertible Notes to the condensed consolidated financial statements included in Part I — Item 1. of this Form 10-Q for a more detailed discussion of the MSGN Term Loan Facility.
Previous wording
On July 25, 2025, Sphere Entertainment Group and DCT Abu Dhabi finalized and entered into a Franchise Agreement, a Joint Development and Partnership Agreement and a Pre-Opening Services Agreement relating to the construction, development and operation of Sphere Abu Dhabi.
Current wording
Development and Partnership Agreement and a Pre-Opening Services Agreement relating to the construction, development and operation of Sphere Abu Dhabi.
Previous wording
Pursuant to the terms of the Franchise Agreement, Sphere Entertainment Group granted DCT Abu Dhabi the exclusive right to build and operate Sphere Abu Dhabi. Subject to the terms of the Franchise Agreement, DCT Abu Dhabi also has the exclusive right to build and operate additional Sphere venues in the geographic region spanning the Middle East and North Africa (the “Exclusive Region”)
Current wording
Pursuant to the terms of the Franchise Agreement, Sphere Entertainment Group granted DCT Abu Dhabi the exclusive right to build and operate Sphere Abu Dhabi. Subject to the terms of the Franchise Agreement, DCT Abu Dhabi also has the exclusive right to build and operate additional Sphere venues in the geographic region spanning the Middle East and North Africa (the “Exclusive Region”) for a period of at least 10 years after the opening date of Sphere Abu Dhabi, on terms and conditions to be negotiated in good faith and mutually agreed by Sphere Entertainment Group and DCT Abu Dhabi.
Previous wording
In consideration for the grants of the franchise rights and licenses described above, DCT Abu Dhabi has agreed to pay Sphere Entertainment Group a franchise initiation fee and royalties for the use of Sphere Entertainment Group’s intellectual property (including The Sphere Experience content and other creative content), in each case, in accordance with the terms of the Franchise Agreement. A portion of the franchise initiation fee was previously paid to Sphere Entertainment Group and an additional portion of the franchise initiation fee will be paid to Sphere Entertainment Group in connection with the execution of the agreements. The remainder of the franchise initiation fee will be paid in a series of installments in connection with the achievement of specified milestones prior to the opening date of Sphere Abu Dhabi. The royalties will be payable in quarterly installments from and after the opening date of Sphere Abu Dhabi. The intellectual property royalty will be an annual fee based on a specified percentage of Sphere Abu Dhabi’s total revenues (other than total ticket sales for The Sphere Experience content licensed to DCT Abu Dhabi by Sphere Entertainment Group) for that year, subject to a specified minimum annual payment. The Sphere Experience content royalty will be an annual fee based on a specified percentage of total ticket sales for The Sphere Experience content licensed to DCT Abu Dhabi by Sphere Entertainment Group for that year, subject to a specified minimum annual payment. The royalty for ancillary content will be based on an initial annual fee that is increased by a fixed percentage annually. The Franchise Agreement has an initial term of 25 years from the opening of Sphere Abu Dhabi, with up to two 10-year renewal terms at DCT Abu Dhabi’s option.
Current wording
In consideration for the grants of the franchise rights and licenses described above, DCT Abu Dhabi has agreed to pay Sphere Entertainment Group a franchise initiation fee and royalties for the use of Sphere Entertainment Group’s intellectual property (including The Sphere Experience content and other creative content), in each case, in accordance with the terms of the Franchise Agreement. A portion of the franchise initiation fee was previously paid to Sphere Entertainment Group. The remainder of the franchise initiation fee will be paid in a series of installments in connection with the achievement of specified milestones prior to the opening date of Sphere Abu Dhabi. The royalties will be payable in quarterly installments from and after the opening date of Sphere Abu Dhabi. The intellectual property royalty will be an annual fee based on a specified percentage of Sphere Abu Dhabi’s total revenues (other than total ticket sales for The Sphere Experience content licensed to DCT Abu Dhabi by Sphere Entertainment Group) for that year, subject to a specified minimum annual payment. The Sphere Experience content royalty will be an annual fee based on a specified percentage of total ticket sales for The Sphere Experience content licensed to DCT Abu Dhabi by Sphere Entertainment Group for that year, subject to a specified minimum annual payment. The royalty for ancillary content will be based on an initial annual fee that is increased by a fixed percentage annually. The Franchise Agreement has an initial term of 25 years from the opening of Sphere Abu Dhabi, with up to two 10-year renewal terms at DCT Abu Dhabi’s option.
Previous wording
On July 4, 2025, President Trump signed into law the reconciliation bill commonly known as the “One Big Beautiful Bill Act” (the “OBBBA”). OBBBA includes a broad range of tax reform provisions affecting businesses, including extending and modifying certain key Tax Cuts & Jobs Act provisions (both domestic and international), expanding certain Inflation Reduction Act incentives, and accelerating the phase-out of other incentives. The Company is currently evaluating the impact of these provisions on the Company’s consolidated financial statements.
Current wording
On July 4, 2025, President Trump signed into law the reconciliation bill commonly known as the “One Big Beautiful Bill Act” (the “OBBBA”). OBBBA includes a broad range of tax reform provisions affecting businesses, including extending and modifying certain key Tax Cuts & Jobs Act provisions (both domestic and international), expanding certain Inflation Reduction Act incentives, and accelerating the phase-out of other incentives. The Company has analyzed the provisions of the Act and determined that the financial impact is not material to its interim or annual consolidated financial statements for the periods presented.
Previous wording
Comparison of the Three and Six Months Ended June 30, 2025 versus the Three and Six Months Ended June 30, 2024
Current wording
Comparison of the Three and Nine Months Ended September 30, 2025 versus the Three and Nine Months Ended September 30, 2024
Previous wording
The following is a summary of changes in our segments’ operating results for the three and six months ended June 30, 2025 as compared to the three and six months ended June 30, 2024, which are discussed below under “—Business Segment Results.”
Current wording
The following is a summary of changes in our segments’ operating results for the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024, which are discussed below under “—Business Segment Results.”
Previous wording
For the three and six months ended June 30, 2025, depreciation and amortization increased $1,570 and $5,932, respectively, as compared to the prior year periods due to the increase in total property and equipment, gross in the first and second quarters of 2025 as compared to the first and second quarters in 2024.
Current wording
For the three and nine months ended September 30, 2025, depreciation and amortization increased $2,189 and $8,121, respectively, as compared to the prior year periods due to the increase in total property and equipment, gross in 2025 as compared to 2024.
Previous wording
For the three and six months ended June 30, 2025, the Company recorded restructuring charges of $947 and $2,788, respectively, as compared to restructuring charges of $141 and $4,808 in the three and six months ended June 30, 2024, respectively, related to termination benefits provided for certain executives and employees.
Current wording
For the three and nine months ended September 30, 2025, the Company recorded restructuring charges of $5,993 and $8,781, respectively, as compared to restructuring charges of $913 and $5,721 in the three and nine months ended September 30, 2024, respectively, related to termination benefits provided for certain executives and employees.
Previous wording
For the three and six months ended June 30, 2025, the Company recorded a gain on extinguishment of debt of$346,092, reflecting the net impact of the restructuring of the the Prior MSGN Credit Facilities (as defined below). Refer to Note 10. Credit Facilities and Convertible Notes to the condensed consolidated financial statements included in “—Item 1. Financial Statements” of this Form 10-Q for additional information.
Current wording
For thenine months ended September 30, 2025, the Company recorded a gain on extinguishment of debt of$346,092, reflecting the net impact of the restructuring of the Prior MSGN Credit Facilities (as defined below). Refer to Note 10. Credit Facilities and Convertible Notes to the condensed consolidated financial statements included in “—Item 1. Financial Statements” of this Form 10-Q for additional information.
Previous wording
For the three and six months ended June 30, 2025, interest income decreased $3,645 and $7,421, respectively, as compared to the prior year period, primarily due to lower average cash and cash equivalent balances.
Current wording
For the three and nine months ended September 30, 2025, interest income decreased $4,302 and $11,723, respectively, as compared to the prior year period, primarily due to lower average cash and cash equivalent balances.
Previous wording
For the three and six months ended June 30, 2025, interest expense decreased $1,059 and $1,972, respectively, as compared to the prior year period due to a reduction in the average outstanding principal balance of the MSGN Term Loan Facility (as defined below) as compared to the prior year period and a reduction in commitment charges resulting from the termination of the revolving credit facility under the Prior MSGN Credit Agreement (as defined below) on October 11, 2024.
Current wording
For the three and nine months ended September 30, 2025, interest expense decreased $17,575 and $19,547, respectively, as compared to the prior year period primarily due to (i) a reduction in the average outstanding principal balance of the MSGN Term Loan Facility as compared to the prior year period, (ii) the application of troubled debt restructuring for interest recognition for the MSGN Term Loan Facility and (iii) a reduction in commitment charges resulting from the termination of the revolving credit facility under the Prior MSGN Credit Agreement (as defined below) on October 11, 2024.
Previous wording
For the three and six months ended June 30, 2025, other expense, net decreased $2,213 and $4,129, respectively, compared to the prior year period, primarily due to smaller losses on equity method investments and foreign exchange.
Current wording
For the three and nine months ended September 30, 2025, other expense, net decreased $367 and $4,496, respectively, compared to the prior year period, primarily due to smaller losses on equity method investments and foreign exchange.
Previous wording
For US income tax purposes, the Company is required to recognize cancellation of debt income (“CODI”) on the difference between the face value of debt exchanged and the fair market value of new debt issued. On June 27, 2025, in connection with the execution of the A&R MSGN Credit Agreement, the Company recognized CODI of approximately $614 million, all of which was excluded from taxable income under the insolvency provisions of Internal Revenue Code Section 108.
Current wording
For U.S. income tax purposes, the Company is required to recognize cancellation of debt income (“CODI”) on the difference between the face value of debt exchanged and the fair market value of new debt issued. On June 27, 2025, in connection with the execution of the A&R MSGN Credit Agreement (as defined below), the Company recognized CODI of approximately $614 million, all of which was excluded from taxable income under the insolvency provisions of Internal Revenue Code Section 108.
Previous wording
Income tax expense for the three and six months ended June 30, 2025 of $121,939 and $101,616, respectively, reflects an effective tax rate of 45% and 59%, respectively. The effective tax rate is higher than statutory federal tax rate of 21% primarily due to discrete income tax expense related to the impact of CODI, partially offset by discrete income tax benefits from the reversal of the US GAAP gain on extinguishment of debt and income tax benefits due to a decrease in the valuation allowance and state and local taxes.
Current wording
Income tax expense for the nine months ended September 30, 2025 of $66,105, reflects an effective tax rate of 190%. The effective tax rate is higher than the statutory federal tax rate of 21% primarily due to discrete income tax expense related to the impact of CODI, partially offset by discrete income tax benefit from the reversal of the U.S. GAAP gain on extinguishment of debt and income tax benefits due to a decrease in the valuation allowance and state and local taxes.
Previous wording
Income tax benefit for the three and six months ended June 30, 2024 of $21,965 and $37,839, respectively, reflects an effective tax rate of 24% for both periods. The effective tax rate exceeds the statutory federal tax rate of 21% primarily due to income tax benefit related to state and local taxes, partially offset by income tax expense from nondeductible officer’s compensation.
Current wording
Income tax benefit for the three and nine months ended September 30, 2024 of $32,966 and $70,805, respectively, reflects an effective tax rate of 24% for both periods. The effective tax rate exceeds the statutory federal tax rate of 21% primarily due to income tax benefit related to state and local taxes, partially offset by income tax expense from nondeductible officer’s compensation.
Previous wording
The following is a reconciliation of operating loss to adjusted operating income (as defined in Note 15. Segment Information to the condensed consolidated financial statements included in “— Item 1. Financial Statements” of this Form 10-Q) for the three and six months ended June 30, 2025 as compared to the prior year period:
Current wording
The following is a reconciliation of operating loss to adjusted operating income (loss) (as defined in Note 15. Segment Information to the condensed consolidated financial statements included in “— Item 1. Financial Statements” of this Form 10-Q) for the three and nine months ended September 30, 2025 as compared to the prior year period:
Previous wording
Adjusted operating income for the three months ended June 30, 2025 increased $35,809 as compared to the prior year period to $61,466. Adjusted operating income for the six months ended June 30, 2025 increased $10,256 as compared to the prior year period to $97,434. The changes in adjusted operating income were attributable to the following:
Current wording
Adjusted operating income (loss) for the three months ended September 30, 2025 increased $46,558 as compared to the prior year period to $36,364. Adjusted operating income (loss) for the nine months ended September 30, 2025 increased $56,814 as compared to the prior year period to $133,798. The changes in adjusted operating income were attributable to the following:
Previous wording
For the three and six months ended June 30, 2025, revenues increased $24,370 and $11,551, respectively, as compared to the prior year period. The changes in revenues were attributable to the following:
Current wording
For the three and nine months ended September 30, 2025, revenues increased $47,018 and $58,569, respectively, as compared to the prior year periods. The changes in revenues were attributable to the following:
Previous wording
For the six months ended June 30, 2025, the decrease in revenues for The Sphere Experience primarily reflects a decrease in the number of overall performances and lower average per-show revenues as compared to the prior year period. In the current year period, The Sphere Experience included 364 performances of Postcard From Earth and 51 performances of V-U2 An Immersive Concert Film (with combined average revenues per performance of approximately $342), as compared to 465 performances of Postcard from Earth (with average revenues per performance of approximately $376) in the prior year period.
Current wording
For the three months ended September 30, 2025, the increase in revenues for The Sphere Experience primarily reflects higher average per-show revenue due to the impact of The Wizard of Oz at Sphere, which debuted on August 28, 2025. In the current year period, The Sphere Experience included 130 performances of Postcard From Earth,8 performances of V-U2 An Immersive Concert Film, and 82 performances of The Wizard of Oz at Sphere(with combined average per-show revenue of approximately $454), as compared to 192 performances of Postcard from Earth and 15 performances of V-U2 An Immersive Concert Film (with combined average per-show revenue of approximately $345) in the prior year period.
Previous wording
For the three months ended June 30, 2025, the decrease in revenues for The Sphere Experience primarily reflects lower average per-show revenues, partially offset by an increase in the number of overall performances as compared to the prior year period. In the current year period, The Sphere Experience included 198 performances of Postcard From Earth and 17 performances of V-U2 An Immersive Concert Film(with combined average revenues per performance of approximately $315), as compared to 208 performances of Postcard from Earth (with average revenues per performance of approximately $358) in the prior year period.
Current wording
For the nine months ended September 30, 2025, the decrease in revenues for The Sphere Experience reflects a decrease in the number of overall performances, partially offset by higher average per-show revenue as compared to the prior year period, primarily due to the impact of The Wizard of Oz at Sphere, which debuted on August 28, 2025. In the current year period, The Sphere Experience included 494 performances of Postcard From Earth, 59 performances of V-U2 An Immersive Concert Film, and 82 performances of The Wizard of Oz at Sphere (with combined average revenues per performance of approximately $381), as compared to 657 performances of Postcard from Earthand 15 performances of V-U2 An Immersive Concert Film (with average revenues per performance of approximately $367) in the prior year period.
Previous wording
For the three and six months ended June 30, 2025, the increase in event-related revenues reflects (i) higher revenues from concerts, primarily due to 9 and 19 additional concert residency shows held at Sphere in Las Vegas during the three and six months ended June 30, 2025, respectively, both as compared to the prior year period, and (ii) higher revenues from corporate events held at Sphere in Las Vegas, primarily driven by an increase in the number of events as compared to the prior year periods. These increases were partially offset by a decrease in revenues from marquee events due to the absence of one marquee event held during the three and six months ended June 30, 2024.
Current wording
For the nine months ended September 30, 2025, the increase in event-related revenues reflects (i) higher revenues from concerts, primarily due to 35 additional concert residency shows held at Sphere in Las Vegas during the period, partially offset by lower average per-concert revenue due to the mix of concerts as compared to the prior year period, and (ii) higher revenues from corporate events held at Sphere in Las Vegas, primarily driven by an increase in the number of events as compared to the prior year period. These increases were partially offset by a decrease in revenues due to the absence of two marquee sporting events held during the nine months ended September 30, 2024.
Previous wording
For the three and six months ended June 30, 2025, the decrease in revenues from sponsorship, signage, Exosphere advertising and suite license fees primarily reflects lower Exosphere advertising revenues, partially offset by higher sponsorship revenues due to increased sales of existing sponsorship inventory and higher suite license fee revenues. Exosphere advertising revenues in the six months ended June 30, 2024 included revenues from advertising campaigns around the Super Bowl which was held in Las Vegas in the prior year period.
Current wording
For the nine months ended September 30, 2025, the decrease in revenues from sponsorship, signage, Exosphere advertising and suite license fees reflects lower Exosphere advertising revenues, partially offset by higher sponsorship revenues due to increased sales of existing sponsorship inventory and higher suite license fee revenues. Exosphere advertising revenues in the nine months ended September 30, 2024 included revenues from advertising campaigns around the Super Bowl, which was held in Las Vegas in the prior year period.
Previous wording
For the three and six months ended June 30, 2025, the increase in other revenues primarily reflects the impact of revenues related to bringing the world’s second Sphere to Abu Dhabi, United Arab Emirates.
Current wording
For the three and nine months ended September 30, 2025, the increase in other revenues primarily reflects the impact of revenues related to bringing the world’s second Sphere to Abu Dhabi, United Arab Emirates, partially offset by other revenue decreases.
Previous wording
For the three and six months ended June 30, 2025, direct operating expenses increased by $8,481 and $16,723, respectively, as compared to the prior year period. The changes in direct operating expenses were attributable to the following:
Current wording
For the three and nine months ended September 30, 2025, direct operating expenses increased by $16,284 and $33,007, respectively, as compared to the prior year periods. The changes in direct operating expenses were attributable to the following:
Previous wording
For the three months ended June 30, 2025, the increase in direct operating expenses for The Sphere Experience was primarily due to an increase in total performances held in the current year period as compared to the prior year period. Combined average direct operating expenses of $106 per show in the current year period were essentially unchanged as compared to $106 per show in the prior year period.
Current wording
For the three months ended September 30, 2025, the increase in direct operating expenses for The Sphere Experience was primarily due to higher average per-show expenses, primarily due to the impact of The Wizard of Oz at Sphere, which debuted on August 28, 2025 (combined average direct operating expenses of $158 per show in the current year period compared to $119 per show in the prior year period).
Previous wording
For the six months ended June 30, 2025, the decrease in direct operating expenses for The Sphere Experience was primarily due to a decrease in total performances held in the current year period as compared to the prior year period, partially offset by higher average per-show expenses (combined average direct operating expenses of $118 per show in the current year period as compared to $112 per show in the prior year period).
Current wording
For thenine months ended September 30, 2025, the increase in direct operating expenses for The Sphere Experience was due to higher average per-show expenses, primarily due to the impact of The Wizard of Oz at Sphere, which debuted on August 28, 2025 (combined average direct operating expenses of $132 per show in the current year period as compared to $114 per show in the prior year period), partially offset by a decrease in total performances held in the current year period as compared to the prior year period.
Previous wording
For the three and six months ended June 30, 2025, the increase in event-related direct operating expenses reflects (i) higher expenses from corporate events, primarily due to additional corporate events held at Sphere in Las Vegas as compared to the prior year periods and (ii) higher expenses from concerts, primarily due to an increase in the number of concert residency shows held at Sphere in Las Vegas as compared to the prior year periods, partially offset by lower average per-event expenses. These increases were partially offset by lower expenses from marquee events due to the absence of one marquee event held at the venue during the three and six months ended June 30, 2024.
Current wording
For the nine months ended September 30, 2025, the increase in event-related direct operating expenses reflects (i) higher expenses from concerts, primarily due to an increase in the number of concert residency shows held at Sphere in Las Vegas as compared to the prior year period, partially offset by lower average per-concert expenses, and (ii) higher expenses from corporate events held at Sphere in Las Vegas, primarily driven by higher average per-event expenses and an increase in the number of events as compared to the prior year period. These increases were partially offset by a decrease in expenses due to the absence of two marquee events held during the nine months ended September 30, 2024.
Previous wording
For the six months ended June 30, 2025, the increase in venue operating expenses was primarily related to an increase in employee compensation and related benefits.
Current wording
For the three and nine months ended September 30, 2025, the increase in venue operating expenses was related to an increase in repairs and maintenance expenses and other net cost increases.
Previous wording
For the three and six months ended June 30, 2025, the increase in direct operating expenses from Holoplot reflects the impact of consolidating Holoplot following its acquisition by the Company in April 2024.
Current wording
For the nine months ended September 30, 2025, the increase in direct operating expenses from Holoplot reflects the impact of consolidating Holoplot following its acquisition by the Company in April 2024.
Showing the first 40 of 81 pairs. Open the source sections for the rest.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
On July 25, 2025, Sphere Entertainment Group and DCT Abu Dhabi finalized and entered into a Franchise Agreement, a Joint
Current report — wording carried from elsewhere
Income tax benefit for the three months ended September 30, 2025 of $35,511, reflects an effective tax rate of 26%. The effective tax rate is higher than the statutory federal tax rate of 21%, primarily due to income tax benefit related to state and local taxes.
Current report — wording carried from elsewhere
For the three months ended September 30, 2025, the increase in revenues from sponsorship, signage, Exosphere advertising and suite license fees reflects higher Exosphere advertising and sponsorship revenues (due to increased sales of existing sponsorship inventory) and, to a lesser extent, higher suite license fee revenues.
Current report — wording carried from elsewhere
For the three months ended September 30, 2025, selling, general and administrative expenses decreased $7,032 as compared to the prior year period, primarily due to (i) lower employee compensation and related benefits of $7,543, (ii) lower professional fees of $3,956, mainly due to the absence of costs associated with pursuing a work-out of the Prior MSGN Credit Facilities with its syndicate of lenders recorded in the prior year period, partially offset by (iii) higher advertising and marketing costs of $4,247.
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
MSGN Holdings, L.P. (“MSGN L.P.”), MSG Networks, MSGN Eden, LLC, an indirect subsidiary of the Company and the general partner of MSGN L.P. (“MSGN Eden”), Regional MSGN Holdings LLC, an indirect subsidiary of the Company and the limited partner of MSGN L.P. (“Regional MSGN”), Rainbow Garden Corp., a wholly-owned subsidiary of MSG Networks (“Rainbow
Previous report — wording carried elsewhere
for a period of at least 10 years after the opening date of Sphere Abu Dhabi, on terms and conditions to be negotiated in good faith and mutually agreed by Sphere Entertainment Group and DCT Abu Dhabi.
Previous report — wording carried elsewhere
For the six months ended June 30, 2025, operating income decreased by $27,816 as compared to the prior year period, primarily due to the decrease in revenues and, to a lesser extent, higher selling, general and administrative expenses, partially offset by lower direct operating expenses.
Previous report — wording carried elsewhere
General. MSGN L.P.MSGN Eden, Regional MSGN, and certain subsidiaries of MSGN L.P. had senior secured credit facilities pursuant to a credit agreement (as amended and restated on October 11, 2019, and as further amended from time to time prior to June
Previous report — wording carried elsewhere
December 31, 2029 and (ii) payment of $100,000 in the aggregate to the MSGN Lenders. The Contingent Interest Units are also entitled to receive 50% of the proceeds of a merger and/or acquisition event related to MSG Networks and its subsidiaries occurring prior to December 31, 2029, subject to an aggregate cap of $100,000 considered together with the annual payments of excess cash described in the previous sentence.