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
Madison Square Garden Sports Corp. and its direct and indirect subsidiaries
(collectively, "we," "us," "our," "MSG Sports," or the "Company") including the
impact of COVID-19 on our future operations. 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:

•the duration and severity of the COVID-19 pandemic and our ability to
effectively manage the impacts, including the availability of The Garden with no
or limited fans, league decisions regarding play and other matters, the
cancellation of games, the impact of restrictions imposed by New York State, New
York City, or otherwise, reduced tourism, and general hesitancy among the public
to engage in public activities due to COVID-19;

•the level of our revenues, which depends in part on the popularity and competitiveness of our sports teams;

•costs associated with player injuries, waivers or contract terminations of players and other team personnel;



•changes in professional sports teams' compensation, including the impact of
signing free agents and trades, subject to league salary caps and the impact of
luxury tax;

•general economic conditions, especially in the New York City metropolitan area;

•the demand for sponsorship arrangements and for advertising;

•competition, for example, from other teams, and other sports and entertainment options;

•changes in laws, NBA or NHL rules, regulations, guidelines, bulletins, directives, policies and agreements, including the leagues' respective collective bargaining agreements with their players' associations, salary caps, escrow requirements, revenue sharing, NBA luxury tax thresholds and media rights, or other regulations under which we operate;

•any NBA, NHL or other work stoppage in addition to those related to COVID-19 impacts;

•any economic, political or other actions, such as boycotts, protests, work stoppages or campaigns by labor organizations;

•seasonal fluctuations and other variation in our operating results and cash flow from period to period;

•the level of our expenses, including our corporate expenses;



•business, reputational and litigation risk if there is a security incident
resulting in loss, disclosure or misappropriation of stored personal information
or other breaches of our information security;

•activities or other developments that discourage or may discourage congregation at prominent places of public assembly, including The Garden where the home games of the Knicks and the Rangers are played;

•a default by our subsidiaries under their respective credit facilities;

•the evolution of the esports industry and its potential impact on our esports businesses;

•the acquisition or disposition of assets or businesses and/or the impact of, and our ability to successfully pursue, acquisitions or other strategic transactions;

•our ability to successfully integrate acquisitions or new businesses into our operations;

•the operating and financial performance of our strategic acquisitions and investments, including those we may not control;



•the impact of governmental regulations or laws, including changes in how those
regulations and laws are interpreted and the continued benefit of certain tax
exemptions (including for The Garden) and the ability for us and MSG
Entertainment to maintain necessary permits or licenses;

•the impact of any government plans to redesign New York City's Pennsylvania Station;


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•business, economic, reputational and other risks associated with, and the outcome of, litigation and other proceedings;

•financial community and rating agency perceptions of our business, operations, financial condition and the industry in which we operate;

•our ownership of professional sports franchises in the NBA and NHL and certain related transfer restrictions on our common stock;

•the tax-free treatment of the MSGS Distribution and the MSGE Distribution;



•the performance by MSG Entertainment and its subsidiaries of its obligations
under various agreements with the Company related to the MSGE Distribution and
ongoing commercial arrangements; and

•the factors described under "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021.



We disclaim any obligation to update or revise the forward-looking statements
contained herein, except as otherwise required by applicable federal securities
laws.
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All dollar amounts included in the following MD&A are presented in thousands, except as otherwise noted.



Introduction

This MD&A is provided as a supplement to, and should be read in conjunction
with, the Company's unaudited financial statements and accompanying notes
thereto included in this Quarterly Report on Form 10-Q, as well as the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 2021, to help
provide an understanding of our financial condition, changes in financial
condition and results of operations. Unless the context otherwise requires, all
references to "we," "us," "our," "MSG Sports," or the "Company" refer
collectively to Madison Square Garden Sports Corp., a holding company, and its
direct and indirect subsidiaries through which substantially all of our
operations are conducted.

On April 17, 2020, the Company distributed all of the outstanding common stock
of MSG Entertainment to its stockholders. MSG Entertainment owns, directly or
indirectly, the entertainment business previously owned and operated by the
Company through its MSG Entertainment business segment and the sports booking
business previously owned and operated by the Company through its MSG Sports
business segment. In the MSGE Distribution, (a) each holder of the Company's
Class A common stock, received one share of MSG Entertainment Class A common
stock, par value $0.01 per share, for every share of the Company's Class A
common stock held of record as of the close of business, New York City time, on
the Record Date, and (b) each holder of the Company's Class B common stock,
received one share of MSG Entertainment Class B common stock, par value $0.01
per share, for every share of the Registrant's Class B common stock held of
record as of the close of business, New York City time, on the Record Date.

After giving effect to the MSGE Distribution, the Company operates and reports financial information in one segment.

Factors Affecting Results of Operations

Impact of COVID-19 on Our Business



COVID-19 disruptions have materially impacted the Company's operations and
operating results, with the Company recognizing materially less revenues, or in
some cases no revenues, across a number of areas during fiscal years 2020 and
2021. The Company's operations and operating results were also impacted by
temporary declines in attendance in fiscal year 2022, due to ongoing reduced
tourism levels as well as an increase in cases during certain months of the
fiscal year due to a COVID-19 variant.

In March 2020, the NBA and NHL suspended their 2019-20 seasons due to COVID-19.
As a result of the suspension of the 2019-20 NBA and NHL seasons and subsequent
resumption of play in July and August 2020, respectively, during the first
quarter of fiscal year 2021, the Company recognized certain revenues that
otherwise would have been recognized during the third and fourth quarters of
fiscal year 2020.

In addition, the start of the 2020-21 NBA and NHL regular seasons were delayed,
and the Knicks and the Rangers played fewer games, with the NBA playing a
72-game regular season schedule and the NHL playing a 56-game regular season
schedule. These compare to traditional 82-game regular season schedules for both
the NBA and NHL.

On December 16, 2020, and January 14, 2021, respectively, the Knicks and the
Rangers resumed playing their homes games at The Garden as part of their 2020-21
seasons. However, fans were initially prohibited from attending games due to
government-mandated assembly restrictions. Effective February 23, 2021, New York
venues with at least a 10,000-person capacity were permitted to operate at 10%
capacity, and the Knicks and the Rangers began playing games at The Garden with
a limited number of fans in attendance on February 23 and 26, respectively.

Effective May 19, 2021, event venues such as The Garden were permitted to host
guests at full capacity, subject to certain restrictions, including, for
example, restrictions for unvaccinated guests. As a result, the Knicks played
three home playoff games with ticket sales of approximately 15,000-16,500 per
game during the fiscal year ended June 30, 2021.

These disruptions materially impacted the Company's revenues across a number of
areas, including, ticket sales; the Company's share of suite licenses;
sponsorships; signage and in-venue advertising at The Garden; local media rights
fees; and food, beverage and merchandise sales.

In connection with the MSGE Distribution, we entered into the Arena License
Agreements with MSG Entertainment. The Garden was not available for use between
April 17, 2020 (the date of the MSGE Distribution) and the start of the NBA and
NHL 2020-21 seasons in December 2020 and January 2021, respectively, due to the
government-mandated suspension of events in response to COVID-19, and was
available at reduced capacity through May 2021. As a result, the Company was not
required to pay license fees to MSG Entertainment under the Arena License
Agreements until games resumed at The Garden, and the Company paid substantially
reduced fees while attendance was limited. Effective July 1, 2021, the Company
began paying license fees to MSG Entertainment under the Arena License
Agreements in their full contractual amounts.
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During fiscal year 2021, as a result of COVID-19, the Company implemented
cost-reduction measures that included workforce reductions and limits on
discretionary spending. In addition, as a result of the disruptions caused by
COVID-19, certain operating expenses were reduced, including, in addition to the
reduced payments to MSG Entertainment under the Arena License Agreements
described above, (i) NBA league assessments and day-of-game expenses for Knicks
and Rangers games, and (ii) league revenue sharing, net of escrow and team
personnel expense. These expense reductions did not fully offset revenue losses.

As a result of New York City regulations effective August 17, 2021, indoor
entertainment venues such as The Garden were permitted to host guests at full
capacity, subject to certain restrictions, including that all guests 12 years of
age and older show proof of at least one dose of a COVID-19 vaccine. Following
updated New York City regulations, effective January 29, 2022, all guests five
years of age and older and all employees were required to provide proof that
they have received either two doses of a two-shot COVID-19 vaccination, or one
dose of a single-shot vaccine. Children under age five could attend events with
a vaccinated adult, but children ages two to four were required to wear a mask
while inside venues such as The Garden. Effective March 7, 2022, New York City
lifted all COVID-19 vaccination requirements pertaining to guests in attendance
at indoor entertainment venues, followed by a lifting of vaccination
requirements applicable to professional athletes competing in such venues
effective March 24, 2022. Also, in April 2022, New York State terminated the
last of its mandatory COVID-19 rules for indoor venues. As a result, there are
no capacity restrictions or vaccination requirements applicable to fan
attendance at games at The Garden as of the date of this filing.

The Knicks and the Rangers each completed their full 82-game regular season
schedules for the 2021-22 season in April 2022 and the Rangers are currently
competing in the playoffs. Fan attendance during the regular season was impacted
by the COVID-19 pandemic including the emergence of certain variants and ongoing
reduced tourism levels.

It is unclear to what extent COVID-19 concerns, including with respect to new
variants, could result in renewed governmental and league restrictions on
attendance or otherwise impact attendance of games at The Garden. The Company's
business is also particularly sensitive to discretionary business and consumer
spending. A pandemic such as COVID-19 could impede economic activity in impacted
regions or globally over the long-term, causing a global recession and leading
to a further decline in discretionary spending on sporting events and other
leisure activities, including declines in domestic and international tourism,
which could result in long-term effects on the Company's business.

This MD&A is organized as follows:

Results of Operations. This section provides an analysis of our unaudited results of operations for the three and nine months ended March 31, 2022 compared to the three and nine months ended March 31, 2021.

Liquidity and Capital Resources. This section focuses primarily on (i) the liquidity and capital resources of the Company, (ii) an analysis of the Company's cash flows for the nine months ended March 31, 2022 compared to the nine months ended March 31, 2021, and (iii) certain contractual obligations.

Seasonality of Our Business. This section discusses the seasonal performance of our business.



Recently Issued Accounting Pronouncements and Critical Accounting Policies. This
section discusses accounting pronouncements that have been adopted by the
Company as well as the results of the Company's annual impairment testing of
goodwill and identifiable indefinite-lived intangible assets performed during
the first quarter of fiscal year 2022. This section should be read together with
our critical accounting policies, which are discussed in our Annual Report on
Form 10-K for the fiscal year ended June 30, 2021 under "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Recently Issued Accounting Pronouncements and Critical Accounting Policies -
Critical Accounting Policies" and in the notes to the consolidated financial
statements of the Company included therein.
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Results of Operations

Comparison of the three and nine months ended March 31, 2022 versus the three and nine months ended March 31, 2021



The table below sets forth, for the periods presented, certain historical
financial information.

                                         Three Months Ended                                                       Nine Months Ended
                                              March 31,                          Change (a)                           March 31,                           Change (a)
                                       2022               2021                $                %               2022               2021                $                 %
Revenues                           $ 337,774          $ 183,010          $ 154,764             85  %       $ 646,149          $ 268,819          $ 377,330                  NM
Direct operating expenses            206,273            126,510             79,763             63  %         407,698            182,957            224,741                  NM
Selling, general and
administrative expenses               68,902             46,803             22,099             47  %         172,230            138,708             33,522               24  %
Depreciation and
amortization                           1,206              1,573               (367)           (23) %           3,847              4,840               (993)             (21) %
Operating income (loss)               61,393              8,124             53,269                NM          62,374            (57,686)           120,060                  NM
Other expense:
Interest expense, net                 (2,418)            (2,930)               512             17  %          (9,013)            (7,406)            (1,607)             (22) %
Miscellaneous expense, net               (63)               (46)               (17)           (37) %            (190)              (236)                46               19  %
Income (loss) from
operations before income
taxes                                 58,912              5,148             53,764                NM          53,171            (65,328)           118,499                  NM
Income tax (expense) benefit         (34,993)               (53)           (34,940)               NM         (30,939)               275            (31,214)                 NM
Net income (loss)                     23,919              5,095             18,824                NM          22,232            (65,053)            87,285                  NM
Less: Net loss attributable
to nonredeemable
noncontrolling interests                (584)              (373)              (211)           (57) %          (1,711)            (1,479)              (232)             (16) %

Net income (loss)
attributable to Madison
Square Garden Sports Corp.'s
stockholders                       $  24,503          $   5,468          $  19,035                NM       $  23,943          $ (63,574)         $  87,517                  NM


_________________

NM - Percentage is not meaningful

(a)Operating results in the prior year period were materially impacted by the COVID-19 pandemic. Please see "- Factors Affecting Results of Operations - Impact of COVID-19 on Our Business" for more information.

Revenues



Revenues increased $154,764, or 85%, to $337,774 for the three months ended
March 31, 2022 as compared to the prior year period. Revenues increased $377,330
to $646,149 for the nine months ended March 31, 2022 as compared to the prior
year period. The net increases were attributable to the following:

                                                                            Three               Nine
                                                                            Months             Months
Increase in pre/regular season ticket-related revenues                   $ 105,780          $ 210,264
Increase in suite license fee revenues                                      38,554             73,167
Increase in sponsorship and signage revenues                                12,770             32,916

Increase in pre/regular season food, beverage and merchandise sales

                                                                        9,700             18,527
(Decrease) increase in local media rights fees                              (9,510)            39,597
(Decrease) increase in revenues from league distributions                   (3,024)               551
Other net increases                                                            494              2,308
                                                                         $ 154,764          $ 377,330


The increases in pre/regular season ticket-related revenues for the three and
nine months ended March 31, 2022 were a result of the elimination of
government-mandated assembly restrictions at The Garden that were in place
during the prior year periods. In the prior year periods, the Knicks and the
Rangers played games at The Garden with no fans in attendance until February 23
and 26, 2021, respectively, and after that, played games with attendance
restricted to 10% capacity.
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The increases in suite license fee revenues for the three and nine months ended
March 31, 2022 were a result of the elimination of government-mandated assembly
restrictions at The Garden that were in place during the prior year periods, as
discussed above. In the prior year periods, for Knicks and Rangers games played
with a limited number of fans in attendance, access to suites was sold by way of
individual tickets, thus minimal suite license fee revenue was recognized for
the three and nine months ended March 31, 2021.

The increases in sponsorship and signage revenues for the three and nine months
ended March 31, 2022 were a result of the elimination of government-mandated
assembly restrictions at The Garden that were in place during the prior year
periods, as discussed above. In addition, the increase for the nine months ended
March 31, 2022 was also due to the delayed start of the 2020-21 NBA and NHL
regular seasons in the prior year period.

The increases in pre/regular season food, beverage and merchandise sales for the
three and nine months ended March 31, 2022 were a result of the elimination of
government-mandated assembly restrictions at The Garden that were in place
during the prior year periods, as discussed above.

The decrease in local media rights fees for the three months ended March 31,
2022 was primarily due to the compressed timing of the NBA and NHL 2020-21
seasons resulting in revenue being recognized over a shorter time frame in the
prior fiscal year, partially offset by the impact of the shortened NBA and NHL
2020-21 regular season schedules in the prior year period, as well as
contractual rate increases. The increase in local media rights fees for the nine
months ended March 31, 2022 was primarily due to the delayed start of the
2020-21 NBA and NHL regular seasons and the impact of the shortened NBA and NHL
2020-21 regular season schedules in the prior year period, as well as
contractual rate increases. In addition, the increase for the nine months ended
March 31, 2022 was slightly offset by the recognition of local media rights fees
in the prior year period associated with the Rangers' participation in the
Stanley Cup Qualifiers.

The decrease in revenues from league distributions for the three months ended
March 31, 2022 was primarily due to the compressed timing of the NBA and NHL
2020-2021 seasons resulting in revenue being recognized over a shorter time
frame in the prior fiscal year, partially offset by increased NBA and NHL
national media rights fees and higher other league distributions in the current
year period. The increase in revenues from league distributions for the nine
months ended March 31, 2022 was primarily due to (i) higher NBA and NHL national
media rights fees and other league distributions as a result of the delayed
start of the 2020-21 NBA and NHL regular seasons in the prior year period and
(ii) increased NBA and NHL national media rights fees and other league
distributions in the current year period. In addition, the increase for the nine
months ended March 31, 2022 was partially offset by the recognition of the
remainder of national media rights fees related to the 2019-20 NBA and NHL
seasons during the first quarter of fiscal year 2021 that otherwise would have
been recognized during the third and fourth quarters of fiscal year 2020. After
suspending the 2019-20 seasons in March 2020 due to the COVID-19 pandemic, the
NHL and NBA subsequently restarted their seasons which were completed in
September and October 2020, respectively.

Direct operating expenses

Direct operating expenses increased $79,763, or 63%, to $206,273 for the three months ended March 31, 2022 as compared to the prior year period. Direct operating expenses increased $224,741 to $407,698 for the nine months ended March 31, 2022 as compared to the prior year period. The net increases were attributable to the following:



                                                                          Three              Nine
                                                                         Months             Months

Increase in net provisions for league revenue sharing expense (net of escrow and excluding playoffs) and NBA luxury tax

              $

58,244 $ 70,211 Increase in other team operating expenses not discussed elsewhere in this table

                                                  11,121             46,874

Increase in operating lease costs associated with the Knicks and the Rangers playing home games at The Garden

                              9,084             35,854

Increases in pre/regular season expense associated with food, beverage and merchandise sales

                                            3,790              8,276
Increase in team personnel compensation                                     525             78,210
Decrease in net provisions for certain team personnel
transactions                                                             (3,001)           (14,684)

                                                                       $ 79,763          $ 224,741


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Net provisions for league revenue sharing expense (net of escrow and excluding playoffs) and NBA luxury tax were as follows:



                                                            Three Months Ended                                     Nine Months Ended
                                                                March 31,                                              March 31,
                                                2022               2021            Increase            2022               2021            Increase
Net provisions for league revenue
sharing expense (net of escrow) and
NBA luxury tax                               $ 26,471          $ (31,773)

$ 58,244 $ 47,748 $ (22,463) $ 70,211




The increases in net provisions for league revenue sharing expense (net of
escrow) and NBA luxury tax for the three and nine months ended March 31, 2022
were primarily due to higher provisions for league revenue sharing expense (net
of escrow) of $61,787 and $78,019, respectively, as a result of higher escrow
recoveries and lower revenue sharing expense in the prior year periods, which
reflected the impact of the COVID-19 pandemic, partially offset by higher
estimated recoveries of NBA luxury tax in the current year periods. In addition,
the increase in league revenue sharing expense (net of escrow) for the nine
months ended March 31, 2022 was partially offset by adjustments to revenue
sharing expense for the 2019-20 NBA and NHL seasons in the prior year period.
Based on the completion of the 2019-20 NBA and NHL seasons during the three
months ended September 30, 2020, the Company recognized a portion of revenue
sharing expense (net of escrow) related to those seasons during that period that
otherwise would have been recognized during the third and fourth quarters of
fiscal year 2020.

The Knicks were not a luxury tax payer for the 2020-21 season and, therefore,
received an equal share of the portion of luxury tax receipts that were
distributed to non-tax paying teams. The Knicks' roster as of March 31, 2022
would not result in the team being a luxury tax payer for the 2021-22 season.

The actual amounts for the 2021-22 seasons may vary significantly from the recorded provisions based on actual operating results for each league and all teams within each league for the season and other factors.



The increases in other team operating expenses not discussed elsewhere in this
table for the three and nine months ended March 31, 2022 were a result of the
elimination of government-mandated assembly restrictions at The Garden that were
in place during the prior year periods, as discussed above, and the delayed
start of the 2020-21 NBA and NHL regular seasons in the prior year periods.
Other team operating expenses not discussed elsewhere in this table primarily
consists of league assessments and expenses associated with day-to-day
operations, including variable day-of-event costs incurred at The Garden, team
travel and player insurance.

The increases in operating lease costs associated with the Knicks and the
Rangers playing home games at The Garden for the three and nine months ended
March 31, 2022 were primarily a result of the elimination of government-mandated
assembly restrictions at The Garden that were in place during the prior year
periods, as discussed above. In addition, the increase in operating lease costs
associated with the Knicks and the Rangers playing home games at The Garden for
the nine months ended March 31, 2022 was also due to the delayed start of the
2020-21 NBA and NHL regular seasons in the prior year period.

The increases in pre/regular season expense associated with food, beverage and
merchandise sales for the three and nine months ended March 31, 2022 were a
result of the elimination of government-mandated assembly restrictions at The
Garden that were in place during the prior year periods, as discussed above.

The increase in team personnel compensation for the nine months ended March 31,
2022 was primarily due to the net impact of the delayed start and shortened
2020-21 NBA and NHL regular seasons in the prior year period and higher player
compensation in the current year period. This increase in team personnel
compensation for the nine months ended March 31, 2022 was partially offset by
the recognition of player compensation expense during the prior year period that
otherwise would have been recognized during the third and fourth quarters of
fiscal year 2020 as a result of the NBA completing the 2019-20 season in October
2020.
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Net provisions (credits) for certain team personnel transactions were as
follows:
                                                          Three Months Ended                                       Nine Months Ended
                                                              March 31,                                                March 31,
                                                                                Increase                                                 Increase
                                             2022              2021            (Decrease)             2022             2021             (Decrease)
Waivers/contract terminations             $     65          $ 3,305

$ (3,240) $ 723 $ 14,420 $ (13,697) Player trades

                               (1,066)               -                (1,066)          (1,066)            2,583               (3,649)
Season-ending player injuries (a)            1,305                -                 1,305            2,662                 -                2,662
Net provisions for certain team
personnel transactions                    $    304          $ 3,305

$ (3,001) $ 2,319 $ 17,003 $ (14,684)

----------

(a) Net of insurance recovery of $656 for the three and nine months ended March 31, 2022.

Selling, general and administrative expenses



Selling, general and administrative expenses for the three months ended
March 31, 2022 increased $22,099, or 47%, to $68,902 as compared to the prior
year period. Selling, general and administrative expenses for the nine months
ended March 31, 2022 increased $33,522, or 24%, to $172,230 as compared to the
prior year period. For the three and nine months ended March 31, 2022 the
increases were primarily due to higher (i) employee compensation and related
benefits (including separation-related costs), (ii) marketing costs, (iii)
commissions related to the Company's sponsorship sales and service
representation agreements with MSG Entertainment, and (iv) costs related to the
Company's TSA with MSG Entertainment.

Depreciation and amortization

Depreciation and amortization for the three months ended March 31, 2022 decreased $367, or 23%, to $1,206 as compared to the prior year period. Depreciation and amortization for the nine months ended March 31, 2022 decreased $993, or 21%, to $3,847 as compared to the prior year period.

Operating income (loss)



Operating income for the three months ended March 31, 2022 increased $53,269 to
$61,393 as compared to the prior year period. For the nine months ended
March 31, 2022, operating income of $62,374 improved $120,060 as compared to the
period year period. For the three and nine months ended March 31, 2022 the
improvements to operating income were primarily due to increases in revenues,
partially offset by higher direct operating expenses and, to a lesser extent,
higher selling, general and administrative expenses.

Interest expense, net



Net interest expense for the three months ended March 31, 2022 decreased $512,
or 17%, to $2,418 as compared to the prior year period. Net interest expense for
the nine months ended March 31, 2022 increased $1,607, or 22%, to $9,013 as
compared to the prior year period. The decrease in net expense for the three
months ended March 31, 2022 was primarily a result of principal repayments made
under the Rangers revolving credit facility during the current year period. The
increase in net interest expense for the nine months ended March 31, 2022 was
primarily driven by (i) commitment fees on unused commitments as a result of
principal repayments made under the Rangers revolving credit facility during the
current year period, (ii) interest expense related to the advances received in
March 2021 under the 2021 Rangers NHL Advance Agreement, and (iii) acceleration
of certain previously incurred financing costs when the Company terminated the
2020 Knicks Holdings Revolving Credit Facility in its entirety during December
2021.

Income taxes

See Note 16 to the consolidated financial statements included in "Part I - Item
1. Financial Statements" of this Quarterly Report on Form 10-Q for discussions
of the Company's income taxes.

Adjusted operating income (loss)



The Company evaluates performance based on several factors, of which the key
financial measure is operating income (loss) excluding (i) deferred rent expense
under the Arena License Agreements with MSG Entertainment, (ii) depreciation,
amortization and impairments of property and equipment, goodwill and other
intangible assets, (iii) share-based compensation expense or benefit,
(iv) restructuring charges or credits, (v) gains or losses on sales or
dispositions of businesses, and (vi) the impact of purchase accounting
adjustments related to business acquisitions, which is referred to as adjusted
operating income (loss), a non-
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GAAP measure.



Management believes that the exclusion of share-based compensation expense or
benefit allows investors to better track the performance of the Company's
business without regard to the settlement of an obligation that is not expected
to be made in cash. In addition, management believes that given the length of
the Arena License Agreements and resulting magnitude of the difference in
deferred rent expense and the cash rent payments, the exclusion of deferred rent
expense provides investors with a clearer picture of the Company's operating
performance.

The Company believes adjusted operating income (loss) is an appropriate measure
for evaluating the operating performance of the Company. Adjusted operating
income (loss) and similar measures with similar titles are common performance
measures used by investors and analysts to analyze the Company's performance.
The Company uses revenues and adjusted operating income (loss) measures as the
most important indicators of its business performance and evaluates management's
effectiveness with specific reference to these indicators.

Adjusted operating income (loss) should be viewed as a supplement to and not a
substitute for operating income (loss), net income (loss), cash flows from
operating activities, and other measures of performance and/or liquidity
presented in accordance with GAAP. Since adjusted operating income (loss) is not
a measure of performance calculated in accordance with GAAP, this measure may
not be comparable to similar measures with similar titles used by other
companies. The Company has presented the components that reconcile operating
income (loss), the most directly comparable GAAP financial measure, to adjusted
operating income (loss).

The following are the reconciliations of operating income (loss) to adjusted
operating income (loss) for the three and nine months ended March 31, 2022 as
compared to the prior year period:
                                        Three Months Ended                                                      Nine Months Ended
                                             March 31,                            Change                            March 31,                            Change
                                      2022               2021                $               %               2022               2021                $                %
Operating income (loss)           $   61,393          $  8,124          $ 53,269                NM       $  62,374          $ (57,686)         $ 120,060                NM
Deferred rent                         11,882            16,478                                              23,590             18,280
Depreciation and
amortization                           1,206             1,573                                               3,847              4,840
Share-based compensation               6,973             3,867                                              19,178             26,193
Restructuring charges                      -                 -                                                   -              1,644

Adjusted operating income
(loss)                            $   81,454          $ 30,042          $ 51,412                NM       $ 108,989          $  (6,729)         $ 115,718                NM


For the three months ended March 31, 2022, adjusted operating income increased
$51,412 to $81,454 as compared to the prior year period. For the nine months
ended March 31, 2022, adjusted operating income of $108,989 improved $115,718 as
compared to the prior year period. For the three and nine months ended March 31,
2022 the improvements were primarily due to increases in revenues partially
offset by higher direct operating expenses and, to a lesser extent, higher
selling, general and administrative expenses.

Liquidity and Capital Resources

Overview



Our operations and operating results have been materially impacted by the
COVID-19 pandemic and government and league actions taken in response. For more
information about the impacts and risks to the Company as a result of COVID-19,
see "- Factors Affecting Results of Operations - Impact of COVID-19 on Our
Business" and "Item 1A. Risk Factors - Sports Business Risks - Our Operations
and Operating Results Have Been, and May Continue to be, Materially Impacted by
the COVID-19 Pandemic and Government and League Actions Taken in Response" in
the Company's Annual Report on Form 10-K for the fiscal year ended June 30,
2021. In addition, see also Note 1 to the consolidated financial statements
included in "Part I - Item 1. Financial Statements" of this Quarterly Report on
Form 10-Q for further information.

Our primary sources of liquidity are cash and cash equivalents and available
borrowing capacity under our credit facilities as well as cash flow from our
operations. On December 14, 2021, the Company amended and extended the 2020
Knicks Credit Agreement and the 2020 Rangers Credit Agreement. In addition, in
March 2021, the NHL advanced the Company $30,000, which the league made
available to each team following the completion of the NHL's approximately
$1,000,000 private placement in January 2021, pursuant to the 2021 Rangers NHL
Advance Agreement. See Note 11 to the consolidated financial statements included
in "Part I - Item 1. Financial Statements" of this Quarterly Report on Form 10-Q
for a discussion of the 2021 Knicks Credit Agreement, 2021 Rangers Credit
Agreement, and 2021 Rangers NHL Advance Agreement.

Our principal uses of cash include the operation of our businesses, working capital-related items, the repayment of outstanding debt, and potential repurchases of shares of the Company's Class A Common Stock.


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As of March 31, 2022, we had approximately $49,200 in Cash and cash equivalents.
In addition, as of March 31, 2022, the Company's deferred revenue obligations
were approximately $79,753, net of billed, but not yet collected deferred
revenue. The current portion of this balance is primarily comprised of
obligations in connection with tickets. In addition, the Company's deferred
revenue obligations included $30,000 from the NBA, which the league provided to
each team following the completion of the NBA's $900,000 private placement in
December 2020.

We regularly monitor and assess our ability to meet our net funding and
investing requirements. The decisions of the Company as to the use of its
available liquidity will be based upon the ongoing review of the funding needs
of the business, management's view of a favorable allocation of cash resources,
and the timing of cash flow generation. To the extent the Company desires to
access alternative sources of funding through the capital and credit markets,
restrictions imposed by the NBA and NHL and challenging U.S. and global economic
and market conditions could adversely impact its ability to do so at that time.

We believe we have sufficient liquidity, including approximately $49,200 in Cash
and cash equivalents as of March 31, 2022, along with $240,000 of additional
available borrowing capacity under existing credit facilities, to fund our
operations and satisfy any obligations, including with respect to the return or
application of deferred revenue for the foreseeable future. In addition, on
April 27, 2022, the Company made an additional principal repayment of $15,000
under the 2021 Rangers Revolving Credit Facility using cash on hand.

Financing Agreements and Stock Repurchases



See Note 11 and Note 14 to the consolidated financial statements included in
"Part I - Item 1. Financial Statements" of this Quarterly Report on Form 10-Q
for discussions of the Company's debt obligations and various financing
agreements, and the Company's stock repurchases, respectively.

Contractual Obligations



See Note 7 to the consolidated financial statements included in "Part I - Item
1. Financial Statements" of this Quarterly Report on Form 10-Q for discussions
of the Company's 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 2021 other
than the lease commitments discussed in Note 7 and activities in the ordinary
course of business.

Cash Flow Discussion

The following table summarizes the Company's cash flow activities for the nine months ended March 31, 2022 and 2021:



                                                                       Nine Months Ended March 31,
                                                                        2022                   2021
Net income (loss)                                                 $

22,232 $ (65,053) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities

                                55,511               31,389
Subtotal                                                                  77,743              (33,664)
Changes in working capital assets and liabilities                        (13,510)             (20,703)
Net cash provided by (used in) operating activities                       64,233              (54,367)
Net cash used in investing activities                                     (1,136)                (437)
Net cash (used in) provided by financing activities                      (84,978)              42,155

Net decrease in cash, cash equivalents and restricted cash $ (21,881) $ (12,649)

Operating Activities



Net cash provided by operating activities for the nine months ended March 31,
2022 was $64,233 as compared to net cash used in operating activities in the
prior year period of $54,367. This was primarily due to the increase in net
income in the current year period, adjusted for non-cash items and, to a lesser
extent, changes in working capital assets and liabilities driven by the COVID-19
pandemic in the prior year period.

Investing Activities



Net cash used in investing activities for the nine months ended March 31, 2022
increased by $699 to $1,136 as compared to the prior year period primarily due
to higher capital expenditures and other investing activities in the current
year period as compared to prior year period.
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Financing Activities



Net cash used in financing activities for the nine months ended March 31, 2022
was $84,978 as compared to net cash provided by financing activities in the
prior year period of $42,155. This was due to (i) partial principal repayments
on the 2021 Rangers Credit Agreement in the current year period, (ii) proceeds
from the 2021 Rangers NHL Advance Agreement in the prior year period as compared
to none in the current year period, and (iii) additional borrowings in the prior
year period under the amended and extended 2021 Knicks Credit Agreement and 2021
Rangers Credit Agreement (prior to the amendment and restatement thereof) as
compared to no borrowings in the current year period.

Seasonality of Our Business



The Company's dependence on revenues from its NBA and NHL sports teams generally
means that it earns a disproportionate share of its revenues in the second and
third quarters of the Company's fiscal year. On March 11 and 12, 2020,
respectively, the NBA and NHL suspended their 2019-20 seasons due to COVID-19.
In July and August 2020, the NBA and NHL, respectively, resumed their seasons
and the NHL and NBA subsequently completed their seasons in September and
October 2020, respectively. As a result, during the first quarter of fiscal year
2021 the Company recognized certain revenues that otherwise would have typically
been recognized during the third and fourth quarter of fiscal year 2020.

Recently Issued Accounting Pronouncements and Critical Accounting Policies

Recently Issued Accounting Pronouncements



See Note 2 to the consolidated financial statements included in "Part I - Item
1. Financial Statements" of this Quarterly Report on Form 10-Q for discussion of
recently issued accounting pronouncements.

Critical Accounting Policies



The following discussion has been included to provide the results of our annual
impairment testing of goodwill and identifiable indefinite-lived intangible
assets performed during the first quarter of fiscal year 2022. There have been
no material changes to the Company's critical accounting policies from those set
forth in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021.

Goodwill



The carrying amount of goodwill as of March 31, 2022 is $226,955. Goodwill is
tested annually for impairment as of August 31st and at any time upon the
occurrence of certain events or changes in circumstances. The Company performs
its goodwill impairment test at the reporting unit level, which is the same as
or one level below the operating segment level. The Company has one operating
and reportable segment, and one reporting unit for goodwill impairment testing
purposes.

The Company has the option to perform a qualitative assessment to determine if
an impairment is more likely than not to have occurred. If the Company can
support the conclusion that it is not more likely than not that the fair value
of a reporting unit is less than its carrying amount, the Company would not need
to perform a quantitative impairment test for that reporting unit. If the
Company cannot support such a conclusion or the Company does not elect to
perform the qualitative assessment, the first step of the goodwill impairment
test is used to identify potential impairment by comparing the fair value of a
reporting unit with its carrying amount, including goodwill. The estimates of
the fair value of the Company's reporting units are primarily determined using
discounted cash flows and comparable market transactions. These valuations are
based on estimates and assumptions including projected future cash flows,
discount rates, determination of appropriate market comparables and the
determination of whether a premium or discount should be applied to comparables.
Significant judgments inherent in a discounted cash flow analysis include the
selection of the appropriate discount rate, the estimate of the amount and
timing of projected future cash flows and identification of appropriate
continuing growth rate assumptions. The discount rates used in the analysis are
intended to reflect the risk inherent in the projected future cash flows. The
amount of an impairment loss is measured as the amount by which a reporting
unit's carrying value exceeds its fair value determined in step one, not to
exceed the carrying amount of goodwill.

The Company elected to perform the qualitative assessment of impairment for the Company's reporting unit for the fiscal year 2022 impairment test. These assessments considered factors such as:

•macroeconomic conditions;

•industry and market considerations;

•market capitalization;

•cost factors;

•overall financial performance of the reporting unit;

•other relevant company-specific factors such as changes in management, strategy or customers; and


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•relevant reporting unit specific events such as changes in the carrying amount of net assets.



The Company performed its most recent annual impairment test of goodwill during
the first quarter of fiscal year 2022, and there was no impairment of goodwill.
Based on this impairment test, the Company concluded it was not more likely than
not that the fair value of the reporting unit was less than its carrying amount.

Identifiable Indefinite-Lived Intangible Assets



Identifiable indefinite-lived intangible assets are tested annually for
impairment as of August 31st and at any time upon the occurrence of certain
events or substantive changes in circumstances. The following table sets forth
the amount of identifiable indefinite-lived intangible assets reported in the
Company's consolidated balance sheet as of March 31, 2022:

Sports franchises             $ 111,064
Photographic related rights       1,080
                              $ 112,144


The Company has the option to perform a qualitative assessment to determine if
an impairment is more likely than not to have occurred. In the qualitative
assessment, the Company must evaluate the totality of qualitative factors,
including any recent fair value measurements, that impact whether an
indefinite-lived intangible asset other than goodwill has a carrying amount that
more likely than not exceeds its fair value. The Company must proceed to
conducting a quantitative analysis, if the Company (i) determines that such an
impairment is more likely than not to exist, or (ii) forgoes the qualitative
assessment entirely. Under the quantitative assessment, the impairment test for
identifiable indefinite-lived intangible assets consists of a comparison of the
estimated fair value of the intangible asset with its carrying value. If the
carrying value of the intangible asset exceeds its fair value, an impairment
loss is recognized in an amount equal to that excess. For all periods presented,
the Company elected to perform a qualitative assessment of impairment for the
indefinite-lived intangible assets. These assessments considered the events and
circumstances that could affect the significant inputs used to determine the
fair value of the intangible asset. Examples of such events and circumstances
include:

•cost factors;

•financial performance;

•legal, regulatory, contractual, business or other factors;

•other relevant company-specific factors such as changes in management, strategy or customers;

•industry and market considerations; and

•macroeconomic conditions.



The Company performed its most recent annual impairment test of identifiable
indefinite-lived intangible assets during the first quarter of fiscal year 2022,
and there were no impairments identified. Based on this impairment test, the
Company concluded it was not more likely than not that the fair value of the
indefinite-lived intangible assets was less than their carrying amount.


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