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SEC Comment Letter 0000000000-23-005953 to Madison Square Garden Sports Corp. (MSGS)

Madison Square Garden Sports Corp.
Date: June 5, 2023 · CIK: 0001636519 · Accession: 0000000000-23-005953

Financial Reporting Internal Controls Regulatory Compliance

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File numbers found in text: 001-36900

Date
June 5, 2023
Author
Victoria M. Mink
Form
UPLOAD
Company
Madison Square Garden Sports Corp.

Letter

United States securities and exchange commission logo June 5, 2023 Victoria M. Mink Executive Vice President, Chief Financial Officer and Treasurer Madison Square Garden Sports Corp. Two Penn Plaza New York, NY 10121 Re:Madison Square Garden Sports Corp. Form 10-K for Fiscal Year Ended June 30, 2022 Filed August 18, 2022 Form 10-Q for Fiscal Quarter Ended March 31, 2023 Filed May 4, 2023 Response Dated April 11, 2023 File No. 001-36900 Dear Victoria M. Mink: We have reviewed your April 11, 2023 response to our comment letter and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our March 29, 2023 letter. Form 10-K for Fiscal Year Ended June 30, 2022 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Adjusted Operating Income (Loss), page 35 1.Your response to comment 1 explains that the non-GAAP adjustment for the non- cash portion of arena license fees consists of the difference between the straight-line lease expense recognized under ASC 842 and cash paid throughout the year. As excluding the non-cash portion of your operating lease cost from adjusted operating income appears to change the recognition and measurement principles required to be applied in

FirstName LastNameVictoria M. Mink Comapany NameMadison Square Garden Sports Corp. June 5, 2023 Page 2 FirstName LastNameVictoria M. Mink Madison Square Garden Sports Corp. June 5, 2023 Page 2 accordance with GAAP, please provide us with additional detail explaining how you considered Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations or remove this adjustment. Financial Statements Note 1. Description of Business and Basis of Presentation Description of Business, page F-15 2.We read your response to comment 5. Please describe the key operating decisions within your business and who makes these decisions. Additionally, describe how performance is assessed and how resources are allocated within your business. Provide examples supporting your descriptions, and specifically describe the nature of decisions made by the CODM as they relate to the components. 3.Please expand on the discussion of your organizational structure in your response to comment 5 and describe the roles and responsibilities of direct reports to the CODM in more detail. Also, tell us the level of the CODM’s involvement in team operations, such as whether the CODM approves player contracts (e.g., contracts over a certain dollar amount or other attribute). 4.Please expand on the discussion of the budgeting process in your response to comment 5 and address the following: •Describe in detail how budgets are prepared; •Who approves the budget at each step of the process, including who prepares and approves each of the business operations and teams’ operations budgets before being presented to the CODM; •What is included in the detailed component-level income statements used by the CODM as part of the budgeting process, such as the level of detail, and how they are used by the CODM; and •Whether component-level or other disaggregated income statements are provided to the board of directors as part of the budgeting process. 5.Please describe in detail the component-level financial information provided to the CODM and board of directors and the frequency with which it is provided (even if not regularly). Also, as the CODM uses detailed component-level income statements as part of the budgeting process, tell us whether performance against budget is assessed at the component-level during the year, and if so, the frequency of that review. If the CODM does not review performance against budget at the level during the year, tell us why not. 6.Your response to comment 5 states in part that “the Weekly Report may contain certain revenue and AOI for individual events and year to date” and lists certain direct expenses included in AOI. Please tell us and quantify what “certain revenue” represents and what revenues are excluded. Also, tell us and quantify what revenue and cost information comprises AOI, whether the “year to date” information is provided for each component or on a different basis, and whether AOI, as presented in the Weekly Report, is consistent

FirstName LastNameVictoria M. Mink Comapany NameMadison Square Garden Sports Corp. June 5, 2023 Page 3 FirstName LastName Victoria M. Mink Madison Square Garden Sports Corp. June 5, 2023 Page 3 with the consolidated adjusted operating income non-GAAP measure disclosed in your Form 10-K. Additionally, describe in further detail and quantify the significant expenses referenced in your response as being excluded from the Weekly Report, including team personnel expenses, travel, and others. Clarify whether these significant expenses are reviewed at a component or other lower-level basis throughout the year, and if not, tell us why not. 7.Please tell us what component-level information is provided in your Monthly Business Review package, if any. Form 10-Q for Fiscal Quarter Ended March 31, 2023 Financial Statements Note 12. Benefit Plans Executive Deferred Compensation Plan, page 22 8.We read your response to comment 7. Please disclose your different accounting policies for securities held inside and outside of the trust. In doing so, disclose that you account for equity securities held in the trust as trading account securities and purchases and sales of these trading account securities are shown in operating activities in your statement of cash flows, while equity securities held outside of the trust are not trading account securities and their purchases and sales are shown in investing activities, if true. Refer to ASC 230-10-45-12(b) and 45-13(b), ASC 230-10-45-18 and 45-19 and ASC 255- 10-55-2. You may contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services

Show Raw Text
United States securities and exchange commission logo
June 5, 2023
Victoria M. Mink
Executive Vice President, Chief Financial Officer and Treasurer
Madison Square Garden Sports Corp.
Two Penn Plaza
New York, NY 10121
Re:Madison Square Garden Sports Corp.
Form 10-K for Fiscal Year Ended June 30, 2022
Filed August 18, 2022
Form 10-Q for Fiscal Quarter Ended March 31, 2023
Filed May 4, 2023
Response Dated April 11, 2023
File No. 001-36900
Dear Victoria M. Mink:
            We have reviewed your April 11, 2023 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
March 29, 2023 letter.
Form 10-K for Fiscal Year Ended June 30, 2022
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations Results of Operations
Adjusted Operating Income (Loss), page 35
1.Your response to comment 1 explains that the non-GAAP adjustment for the non-
cash portion of arena license fees consists of the difference between the straight-line lease
expense recognized under ASC 842 and cash paid throughout the year.  As excluding
the non-cash portion of your operating lease cost from adjusted operating income appears
to change the recognition and measurement principles required to be applied in

 FirstName LastNameVictoria M. Mink
 Comapany NameMadison Square Garden Sports Corp.
 June 5, 2023 Page 2
 FirstName LastNameVictoria M. Mink
Madison Square Garden Sports Corp.
June 5, 2023
Page 2
accordance with GAAP, please provide us with additional detail explaining how you
considered Question 100.04 of the Non-GAAP Financial Measures Compliance and
Disclosure Interpretations or remove this adjustment.
Financial Statements
Note 1. Description of Business and Basis of Presentation
Description of Business, page F-15
2.We read your response to comment 5.  Please describe the key operating decisions within
your business and who makes these decisions.  Additionally, describe how performance is
assessed and how resources are allocated within your business.  Provide examples
supporting your descriptions, and specifically describe the nature of decisions made by the
CODM as they relate to the components.
3.Please expand on the discussion of your organizational structure in your response to
comment 5 and describe the roles and responsibilities of direct reports to the CODM in
more detail.  Also, tell us the level of the CODM’s involvement in team operations, such
as whether the CODM approves player contracts (e.g., contracts over a certain dollar
amount or other attribute).
4.Please expand on the discussion of the budgeting process in your response to comment 5
and address the following:
•Describe in detail how budgets are prepared;
•Who approves the budget at each step of the process, including who prepares and
approves each of the business operations and teams’ operations budgets before being
presented to the CODM;
•What is included in the detailed component-level income statements used by the
CODM as part of the budgeting process, such as the level of detail, and how they are
used by the CODM; and
•Whether component-level or other disaggregated income statements are provided to
the board of directors as part of the budgeting process.
5.Please describe in detail the component-level financial information provided to the
CODM and board of directors and the frequency with which it is provided (even if not
regularly).  Also, as the CODM uses detailed component-level income statements as part
of the budgeting process, tell us whether performance against budget is assessed at the
component-level during the year, and if so, the frequency of that review.  If the CODM
does not review performance against budget at the level during the year, tell us why not.
6.Your response to comment 5 states in part that “the Weekly Report may contain certain
revenue and AOI for individual events and year to date” and lists certain direct expenses
included in AOI.  Please tell us and quantify what “certain revenue” represents and what
revenues are excluded.  Also, tell us and quantify what revenue and cost information
comprises AOI, whether the “year to date” information is provided for each component or
on a different basis, and whether AOI, as presented in the Weekly Report, is consistent

 FirstName LastNameVictoria M. Mink
 Comapany NameMadison Square Garden Sports Corp.
 June 5, 2023 Page 3
 FirstName LastName
Victoria M. Mink
Madison Square Garden Sports Corp.
June 5, 2023
Page 3
with the consolidated adjusted operating income non-GAAP measure disclosed in your
Form 10-K.  Additionally, describe in further detail and quantify the significant expenses
referenced in your response as being excluded from the Weekly Report, including team
personnel expenses, travel, and others.  Clarify whether these significant expenses are
reviewed at a component or other lower-level basis throughout the year, and if not, tell us
why not.
7.Please tell us what component-level information is provided in your Monthly Business
Review package, if any.
Form 10-Q for Fiscal Quarter Ended March 31, 2023
Financial Statements
Note 12. Benefit Plans
Executive Deferred Compensation Plan, page 22
8.We read your response to comment 7.  Please disclose your different accounting
policies for securities held inside and outside of the trust.  In doing so, disclose that you
account for equity securities held in the trust as trading account securities and purchases
and sales of these trading account securities are shown in operating activities in your
statement of cash flows, while equity securities held outside of the trust are not trading
account securities and their purchases and sales are shown in investing activities, if true.
Refer to ASC 230-10-45-12(b) and 45-13(b), ASC 230-10-45-18 and 45-19 and ASC 255-
10-55-2.
            You may contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services