SEC Comment Letter 0000000000-22-012719 to Sphere Entertainment Co. (SPHR)
Sphere Entertainment Co.
Date: Nov. 23, 2022 · CIK: 0001795250 · Accession: 0000000000-22-012719
AI Filing Summary & Sentiment
File numbers found in text: 001-39245
Letter
United States securities and exchange commission logo November 23, 2022 David Byrnes Executive Vice President and Chief Financial Officer Madison Square Garden Entertainment Corp. Two Penn Plaza New York, NY 10121 Re:Madison Square Garden Entertainment Corp. Form 10-K for Fiscal Year Ended June 30, 2022 Filed August 19, 2022 File No. 001-39245 Dear David Byrnes: We have reviewed your filing 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. Form 10-K for Fiscal Year Ended June 30, 2022 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Adjusted operating income (loss) ("AOI"), page 63 1.Please tell us your calculation of the non-GAAP adjustment for non-cash portion of arena license fees from MSG Sports in fiscal years 2022 and 2021. Please also tell us how you determined that this adjustment does not substitute individually tailored recognition and measurement methods for those of GAAP. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. 2.Please disclose the nature of the adjustment for other purchase accounting and explain why you believe the impact of purchase accounting adjustments related to business acquisitions should be excluded from the adjusted operating income calculation.
FirstName LastNameDavid Byrnes Comapany NameMadison Square Garden Entertainment Corp. November 23, 2022 Page 2 FirstName LastName David Byrnes Madison Square Garden Entertainment Corp. November 23, 2022 Page 2 Cash Flow Discussion, page 79 3.Your presentation of the subtotal of net income (loss) and adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities appears to be a non- GAAP measure. Please either remove this subtotal or provide the disclosure required by Item 10(e) of Regulation S-K. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Suying Li at (202) 551-3335 or Lyn Shenk at (202) 551-3380 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
November 23, 2022
David Byrnes
Executive Vice President and Chief Financial Officer
Madison Square Garden Entertainment Corp.
Two Penn Plaza
New York, NY 10121
Re:Madison Square Garden Entertainment Corp.
Form 10-K for Fiscal Year Ended June 30, 2022
Filed August 19, 2022
File No. 001-39245
Dear David Byrnes:
We have reviewed your filing 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.
Form 10-K for Fiscal Year Ended June 30, 2022
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Adjusted operating income (loss) ("AOI"), page 63
1.Please tell us your calculation of the non-GAAP adjustment for non-cash portion of arena
license fees from MSG Sports in fiscal years 2022 and 2021. Please also tell us how you
determined that this adjustment does not substitute individually tailored recognition and
measurement methods for those of GAAP. Refer to Question 100.04 of the Non-GAAP
Financial Measures Compliance and Disclosure Interpretations.
2.Please disclose the nature of the adjustment for other purchase accounting and explain
why you believe the impact of purchase accounting adjustments related to business
acquisitions should be excluded from the adjusted operating income calculation.
FirstName LastNameDavid Byrnes
Comapany NameMadison Square Garden Entertainment Corp.
November 23, 2022 Page 2
FirstName LastName
David Byrnes
Madison Square Garden Entertainment Corp.
November 23, 2022
Page 2
Cash Flow Discussion, page 79
3.Your presentation of the subtotal of net income (loss) and adjustments to reconcile net
income (loss) to net cash provided by (used in) operating activities appears to be a non-
GAAP measure. Please either remove this subtotal or provide the disclosure required by
Item 10(e) of Regulation S-K.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Suying Li at (202) 551-3335 or Lyn Shenk at (202) 551-3380 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services