Sphere Entertainment Co
For the period ended Sep 30, 2024. Filed Nov 12, 2024.
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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, 2024 · Filed Nov 12, 2024
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Item 5. Other information
| Capital expenditures | $17,489 | $1,033 | $18,522 |
|---|
| Three Months Ended | ||||
|---|---|---|---|---|
| Sphere · MSG Networks · Total | ||||
| Revenues | $7,779 | $110,228 | $118,007 | |
| Direct operating expenses | (7,805) | (76,694) | (84,499) | |
| Selling, general and administrative expenses | (84,150) | (2,994) | (87,144) | |
| Depreciation and amortization | (12,377) | (1,882) | (14,259) | |
| Other gains, net | 1,497 | — | 1,497 | |
| Restructuring charges | (3,391) | — | (3,391) | |
| Operating (loss) income | $(98,447) | $28,658 | $(69,789) | |
| Interest income | 4,378 | |||
| Other income, net | 42,196 | |||
| Loss from operations before income taxes | $(23,215) | |||
| Reconciliation of operating (loss) income to adjusted operating (loss) income: | ||||
| Operating (loss) income | $(98,447) | $28,658 | $(69,789) | |
| Add back: | ||||
| Share-based compensation | 3,919 | 964 | 4,883 | |
| Depreciation and amortization | 12,377 | 1,882 | 14,259 | |
| Restructuring charges | 3,391 | — | 3,391 | |
| Other gains, net | (1,497) | — | (1,497) | |
| Merger, debt work-out, and acquisition related costs, net of insurance recoveries | (2,702) | (6,341) | (9,043) | |
| Amortization for capitalized cloud computing arrangement costs | — | 22 | 22 | |
| Gain on remeasurement of deferred compensation plan liabilities | (107) | — | (107) | |
| Adjusted operating (loss) income | $(83,066) | $25,185 | $(57,881) | |
| Other information: | ||||
| Capital expenditures | $183,163 | $1,408 | $184,571 | |
Concentration of Risk
Accounts receivable, net in the accompanying condensed consolidated balance sheets as of September 30, 2024 and June 30, 2024 include amounts due from the following individual customers, which accounted for the noted percentages of the gross balance:
| As of | ||
|---|---|---|
| September 30,2024 | June 30,2024 | |
| Customer A | 19% | 10% |
| Customer B | 19% | 10% |
| Customer C | 14% | N/A |
Revenues in the accompanying condensed consolidated statements of operations for the three months ended September 30, 2024 and 2023 include amounts from the following individual customers:
| Three Months Ended | ||
|---|---|---|
| September 30, | ||
| 2024 | 2023 | |
| Customer 1 | 14% | 30% |
| Customer 2 | 14% | 30% |
| Customer 3 | 11% | 24% |
Note 16. Additional Financial Information
The following table provides a summary of the amounts recorded as cash, cash equivalents and restricted cash.
| As of | ||
|---|---|---|
| September 30,2024 | June 30,2024 | |
| Cash and cash equivalents | $539,630 | $559,757 |
| Restricted cash | 13,587 | 13,476 |
| Total cash, cash equivalents and restricted cash | $553,217 | $573,233 |
The Company’s cash, cash equivalents, and restricted cash are classified within Level I of the fair value hierarchy as it is valued using observable inputs that reflect quoted prices for identical assets in active markets. The Company’s restricted cash includes cash deposited in escrow accounts. The Company has deposited cash in interest-bearing escrow accounts related to credit support, debt facilities, and collateral to its workers compensation and general liability insurance obligations.
Prepaid expenses and other current assets consisted of the following:
| As of | ||
|---|---|---|
| September 30,2024 | June 30,2024 | |
| Prepaid expenses | $26,811 | $30,864 |
| Inventory | 14,140 | 11,893 |
| Other | 15,136 | 12,098 |
| Total prepaid expenses and other current assets | $56,087 | $54,855 |
Accounts payable, accrued and other current liabilities consisted of the following:
| As of | ||
|---|---|---|
| September 30,2024 | June 30,2024 | |
| Accounts payable | $35,449 | $18,875 |
| Accrued payroll and employee related liabilities | 26,003 | 85,766 |
| Cash due to promoters | 78,764 | 72,577 |
| Capital expenditure accruals | 148,578 | 156,234 |
| Accrued legal fees | 23,720 | 20,876 |
| Other accrued expenses | 59,363 | 62,759 |
| Total accounts payable, accrued and other current liabilities | $371,877 | $417,087 |
Other (expense) income, net includes the following:
| Three Months Ended | ||
|---|---|---|
| September 30, | ||
| 2024 | 2023 | |
| Gain on litigation settlement | $— | $62,647 |
| Realized and unrealized loss on MSGE Retained Interest, see Note 5 for further detail | — | (19,027) |
| Loss on other equity method investments | (486) | — |
| Other | (209) | (1,424) |
| Total other (expense) income, net | $(695) | $42,196 |
Income Taxes
During the three months ended September 30, 2024, the Company received income tax refunds, net of payments, of $15,794. During the three months ended September 30, 2023, the Company made income tax payments, net of refunds of $17,868.
Note 17. Subsequent Events
The MSGN Credit Agreement had a Maturity Date of October 11, 2024. On the Maturity Date, MSGN L.P. failed to repay the principal amount of $829,125 outstanding under the MSGN Term Loan Facility and an event of default occurred pursuant to the MSGN Credit Agreement. On the Maturity Date, all revolving credit commitments under the MSGN Revolving Credit Facility terminated. On October 11, 2024, MSGN L.P., the MSGN Guarantors, JPMorgan Chase Bank, N.A. and the Supporting Lenders entered into the Forbearance Agreement pursuant to which the Supporting Lenders have agreed, subject to the terms of the Forbearance Agreement, to forbear, during the Forbearance Period, from exercising certain of their available remedies under the MSGN Credit Agreement with respect to or arising out of MSGN L.P.’s failure to make payment on the outstanding principal amount under the MSGN Term Loan Facility on the Maturity Date. The Forbearance Period under the Forbearance Agreement was initially scheduled to expire on November 8, 2024 and has been extended to expire on the earlier to occur of (a) November 26, 2024, or such later date agreed to by MSGN L.P. and the Supporting Lenders that hold a majority in principal amount of term loans held by all Supporting Lenders under the MSGN Term Loan Facility and (b) the date on which any Termination Event (as defined in the Forbearance Agreement) occurs.
On October 15, 2024, the Company and DCT Abu Dhabi issued a press release announcing that they will work together to bring the world’s second Sphere to Abu Dhabi, United Arab Emirates. Under the terms of the partnership, which is subject to finalization of definitive agreements, DCT Abu Dhabi will pay the Company a franchise initiation fee for the right to build the venue, utilizing the Company’s proprietary designs, technology, and intellectual property. Construction will be funded by DCT Abu Dhabi, with the Company’s team of experts providing services related to development, construction, and pre-opening of the venue. Following the venue’s opening, the Company plans to maintain ongoing arrangements with DCT Abu Dhabi that are expected to include annual fees for creative and artistic content licensed by the Company, such as Sphere Experiences; use of Sphere’s brand, patents, proprietary technology, and intellectual property; and operational services related to venue operations and technology, as well as commercial and strategic advisory support.
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