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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Madison Square Garden Company New | NYSE:MSG | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 237.22 | 0 | 01:00:00 |
|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
47-3373056
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
|
þ
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
☐
|
|
|
|
Emerging growth company
|
☐
|
Class A Common Stock par value $0.01 per share
|
—
|
19,030,926
|
|
Class B Common Stock par value $0.01 per share
|
—
|
4,529,517
|
|
|
Page
|
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|
|
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|
|
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|
|
|
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|
|
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|
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September 30,
2017 |
|
June 30,
2017 |
||||
|
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
|
||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
1,163,947
|
|
|
$
|
1,238,114
|
|
Restricted cash
|
|
34,255
|
|
|
34,000
|
|
||
Accounts receivable, net
|
|
95,811
|
|
|
102,085
|
|
||
Net related party receivables
|
|
3,425
|
|
|
2,714
|
|
||
Prepaid expenses
|
|
55,246
|
|
|
23,358
|
|
||
Other current assets
|
|
26,816
|
|
|
49,458
|
|
||
Total current assets
|
|
1,379,500
|
|
|
1,449,729
|
|
||
Investments and loans to nonconsolidated affiliates
|
|
249,488
|
|
|
242,287
|
|
||
Property and equipment, net of accumulated depreciation and amortization of $649,130 and $623,086 as of September 30, 2017 and June 30, 2017, respectively
|
|
1,153,175
|
|
|
1,159,271
|
|
||
Amortizable intangible assets, net
|
|
259,622
|
|
|
256,975
|
|
||
Indefinite-lived intangible assets
|
|
166,850
|
|
|
166,850
|
|
||
Goodwill
|
|
388,575
|
|
|
380,087
|
|
||
Other assets
|
|
63,327
|
|
|
57,554
|
|
||
Total assets
|
|
$
|
3,660,537
|
|
|
$
|
3,712,753
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
|
|
|
|
|
||||
Current Liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
19,789
|
|
|
$
|
24,084
|
|
Net related party payables
|
|
8,371
|
|
|
17,576
|
|
||
Current portion of long-term debt
|
|
688
|
|
|
—
|
|
||
Accrued liabilities:
|
|
|
|
|
||||
Employee related costs
|
|
59,846
|
|
|
138,858
|
|
||
Other accrued liabilities
|
|
159,269
|
|
|
191,344
|
|
||
Deferred revenue
|
|
468,841
|
|
|
390,180
|
|
||
Total current liabilities
|
|
716,804
|
|
|
762,042
|
|
||
Long-term debt, net of deferred financing costs
|
|
104,987
|
|
|
105,433
|
|
||
Defined benefit and other postretirement obligations
|
|
44,364
|
|
|
52,997
|
|
||
Other employee related costs
|
|
28,601
|
|
|
29,399
|
|
||
Deferred tax liabilities, net
|
|
197,193
|
|
|
196,436
|
|
||
Other liabilities
|
|
73,521
|
|
|
65,955
|
|
||
Total liabilities
|
|
1,165,470
|
|
|
1,212,262
|
|
||
Commitments and contingencies (see Note 7)
|
|
|
|
|
||||
Redeemable noncontrolling interests
|
|
81,530
|
|
|
80,630
|
|
||
The Madison Square Garden Company Stockholders’ Equity:
|
|
|
|
|
||||
Class A Common stock, par value $0.01, 120,000 shares authorized; 19,058 and 19,014 shares outstanding as of September 30, 2017 and June 30, 2017, respectively
|
|
204
|
|
|
204
|
|
||
Class B Common stock, par value $0.01, 30,000 shares authorized; 4,530 shares outstanding as of September 30, 2017 and June 30, 2017
|
|
45
|
|
|
45
|
|
||
Preferred stock, par value $0.01,15,000 shares authorized; none outstanding as of September 30, 2017 and June 30, 2017
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
2,826,590
|
|
|
2,832,516
|
|
||
Treasury stock, at cost, 1,390 and 1,433 shares as of September 30, 2017 and June 30, 2017, respectively
|
|
(235,449
|
)
|
|
(242,077
|
)
|
||
Accumulated deficit
|
|
(161,920
|
)
|
|
(148,410
|
)
|
||
Accumulated other comprehensive loss
|
|
(34,557
|
)
|
|
(34,115
|
)
|
||
Total The Madison Square Garden Company stockholders’ equity
|
|
2,394,913
|
|
|
2,408,163
|
|
||
Nonredeemable noncontrolling interests
|
|
18,624
|
|
|
11,698
|
|
||
Total equity
|
|
2,413,537
|
|
|
2,419,861
|
|
||
Total liabilities, redeemable noncontrolling interests and equity
|
|
$
|
3,660,537
|
|
|
$
|
3,712,753
|
|
|
|
Three Months Ended
|
||||||
|
September 30,
|
|||||||
|
2017
|
|
2016
|
|||||
Revenues
(a)
|
|
$
|
245,048
|
|
|
$
|
181,695
|
|
|
|
|
|
|
||||
Operating expenses:
|
|
|
|
|
||||
Direct operating expenses
(b)
|
|
123,736
|
|
|
111,407
|
|
||
Selling, general and administrative expenses
(c)
|
|
106,416
|
|
|
77,021
|
|
||
Depreciation and amortization
|
|
30,546
|
|
|
26,110
|
|
||
Operating loss
|
|
(15,650
|
)
|
|
(32,843
|
)
|
||
Other income (expense):
|
|
|
|
|
||||
Earnings (loss) in equity method investments
|
|
4,725
|
|
|
(994
|
)
|
||
Interest income
(d)
|
|
4,386
|
|
|
2,399
|
|
||
Interest expense
|
|
(3,711
|
)
|
|
(410
|
)
|
||
Miscellaneous income
|
|
145
|
|
|
—
|
|
||
|
|
5,545
|
|
|
995
|
|
||
Loss from operations before income taxes
|
|
(10,105
|
)
|
|
(31,848
|
)
|
||
Income tax benefit (expense)
|
|
(762
|
)
|
|
2,934
|
|
||
Net loss
|
|
(10,867
|
)
|
|
(28,914
|
)
|
||
Less: Net income attributable to redeemable noncontrolling interests
|
|
900
|
|
|
—
|
|
||
Less: Net loss attributable to nonredeemable noncontrolling interests
|
|
(660
|
)
|
|
(288
|
)
|
||
Net loss attributable to The Madison Square Garden Company’s stockholders
|
|
$
|
(11,107
|
)
|
|
$
|
(28,626
|
)
|
|
|
|
|
|
||||
Basic loss per common share attributable to The Madison Square Garden Company’s stockholders
|
|
$
|
(0.47
|
)
|
|
$
|
(1.19
|
)
|
Diluted loss per common share attributable to The Madison Square Garden Company’s stockholders
|
|
$
|
(0.47
|
)
|
|
$
|
(1.19
|
)
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
||||
Basic
|
|
23,567
|
|
|
24,054
|
|
||
Diluted
|
|
23,567
|
|
|
24,054
|
|
(a)
|
Include revenues from related parties of
$35,910
and
$33,841
for the
three
months ended
September 30, 2017
and
2016
, respectively.
|
(b)
|
Include net charges from related parties of
$146
and
$214
for the
three
months ended
September 30, 2017
and
2016
, respectively.
|
(c)
|
Include net charges to related parties of
$(1,438)
and
$(1,588)
for the
three
months ended
September 30, 2017
and
2016
, respectively.
|
(d)
|
Includes interest income from nonconsolidated affiliates of
$1,163
and
$865
for the
three
months ended
September 30, 2017
and
2016
, respectively.
|
|
|
Three Months Ended
|
||||||||||||||
|
|
September 30,
|
||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||
Net loss
|
|
|
|
$
|
(10,867
|
)
|
|
|
|
$
|
(28,914
|
)
|
||||
Other comprehensive income (loss), before income taxes:
|
|
|
|
|
|
|
|
|
||||||||
Pension plans and postretirement plan:
|
|
|
|
|
|
|
|
|
||||||||
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
||||||||
Amortization of actuarial loss included in net periodic benefit cost
|
|
$
|
340
|
|
|
|
|
$
|
344
|
|
|
|
||||
Amortization of prior service credit included in net periodic benefit cost
|
|
(12
|
)
|
|
328
|
|
|
(12
|
)
|
|
332
|
|
||||
Net changes related to available-for-sale securities
|
|
|
|
(770
|
)
|
|
|
|
6,742
|
|
||||||
Other comprehensive income (loss), before income taxes
|
|
|
|
(442
|
)
|
|
|
|
7,074
|
|
||||||
Income tax expense related to items of other comprehensive income
|
|
|
|
—
|
|
|
|
|
(3,126
|
)
|
||||||
Other comprehensive income (loss), net of income taxes
|
|
|
|
(442
|
)
|
|
|
|
3,948
|
|
||||||
Comprehensive loss
|
|
|
|
(11,309
|
)
|
|
|
|
(24,966
|
)
|
||||||
Less: Comprehensive income attributable to redeemable noncontrolling interests
|
|
|
|
900
|
|
|
|
|
—
|
|
||||||
Less: Comprehensive loss attributable to nonredeemable noncontrolling interests
|
|
|
|
(660
|
)
|
|
|
|
(288
|
)
|
||||||
Comprehensive loss attributable to The Madison Square Garden Company’s stockholders
|
|
|
|
$
|
(11,549
|
)
|
|
|
|
$
|
(24,678
|
)
|
|
|
Three Months Ended
|
||||||
|
|
September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net loss
|
|
$
|
(10,867
|
)
|
|
$
|
(28,914
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
30,546
|
|
|
26,110
|
|
||
Provision for (benefit from) deferred income taxes
|
|
757
|
|
|
(2,934
|
)
|
||
Share-based compensation expense
|
|
12,904
|
|
|
8,355
|
|
||
Loss (earnings) in equity method investments, net of income distributions
|
|
(4,725
|
)
|
|
994
|
|
||
Purchase accounting adjustments associated with rent-related intangibles and deferred rent
|
|
1,191
|
|
|
—
|
|
||
Other non-cash (income) expense
|
|
419
|
|
|
(206
|
)
|
||
Change in assets and liabilities, net of acquisitions:
|
|
|
|
|
||||
Accounts receivable, net
|
|
7,069
|
|
|
(12,226
|
)
|
||
Net related party receivables
|
|
(711
|
)
|
|
(1,006
|
)
|
||
Prepaid expenses and other assets
|
|
(14,513
|
)
|
|
(14,742
|
)
|
||
Accounts payable
|
|
(4,381
|
)
|
|
3,760
|
|
||
Net related party payables
|
|
(9,205
|
)
|
|
(11,339
|
)
|
||
Accrued and other liabilities
|
|
(119,476
|
)
|
|
(90,255
|
)
|
||
Deferred revenue
|
|
78,637
|
|
|
100,753
|
|
||
Net cash used in operating activities
|
|
(32,355
|
)
|
|
(21,650
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Capital expenditures, net of acquisitions
|
|
(19,539
|
)
|
|
(8,342
|
)
|
||
Payments for acquisition of assets
|
|
(1,000
|
)
|
|
(1,000
|
)
|
||
Payments to acquire available-for-sale securities
|
|
—
|
|
|
(23,099
|
)
|
||
Payments for acquisition of businesses, net of cash acquired
|
|
(2,181
|
)
|
|
(13,468
|
)
|
||
Investments and loans to nonconsolidated affiliates
|
|
(2,300
|
)
|
|
(2,633
|
)
|
||
Cash paid for notes receivable
|
|
(1,500
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
|
(26,520
|
)
|
|
(48,542
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Repurchases of common stock
|
|
(3,761
|
)
|
|
(72,277
|
)
|
||
Taxes paid in lieu of shares issued for equity-based compensation
|
|
(10,873
|
)
|
|
(6,207
|
)
|
||
Distributions to noncontrolling interest holders
|
|
(596
|
)
|
|
—
|
|
||
Payments for financing costs
|
|
(62
|
)
|
|
(1,560
|
)
|
||
Net cash used in financing activities
|
|
(15,292
|
)
|
|
(80,044
|
)
|
||
Net decrease in cash and cash equivalents
|
|
(74,167
|
)
|
|
(150,236
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
1,238,114
|
|
|
1,444,317
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
1,163,947
|
|
|
$
|
1,294,081
|
|
Non-cash investing and financing activities:
|
|
|
|
|
||||
Investments and loans to nonconsolidated affiliates
|
|
$
|
14
|
|
|
$
|
168
|
|
Capital expenditures incurred but not yet paid
|
|
8,058
|
|
|
3,250
|
|
||
Accrued earn-out liability
|
|
6,586
|
|
|
—
|
|
|
|
Common
Stock
Issued
|
|
Additional
Paid-In
Capital
|
|
Treasury
Stock
|
|
Accumulated Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total The Madison Square Garden Company Stockholders
’
Equity
|
|
Non -
redeemable
Noncontrolling
Interests
|
|
Total Equity
|
|
Redeemable
Noncontrolling
Interests
|
||||||||||||||||||
Balance as of June 30, 2017
|
|
$
|
249
|
|
|
$
|
2,832,516
|
|
|
$
|
(242,077
|
)
|
|
$
|
(148,410
|
)
|
|
$
|
(34,115
|
)
|
|
$
|
2,408,163
|
|
|
$
|
11,698
|
|
|
$
|
2,419,861
|
|
|
$
|
80,630
|
|
Change in accounting policy related to share-based forfeiture rates
|
|
—
|
|
|
2,403
|
|
|
—
|
|
|
(2,403
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,107
|
)
|
|
—
|
|
|
(11,107
|
)
|
|
(660
|
)
|
|
(11,767
|
)
|
|
900
|
|
|||||||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(442
|
)
|
|
(442
|
)
|
|
—
|
|
|
(442
|
)
|
|
—
|
|
|||||||||
Comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
(11,549
|
)
|
|
(660
|
)
|
|
(12,209
|
)
|
|
900
|
|
||||||||||||||
Share-based compensation
|
|
—
|
|
|
12,933
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,933
|
|
|
—
|
|
|
12,933
|
|
|
—
|
|
|||||||||
Tax withholding associated with shares issued for equity-based compensation
|
|
—
|
|
|
(10,873
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,873
|
)
|
|
—
|
|
|
(10,873
|
)
|
|
—
|
|
|||||||||
Common stock issued under stock incentive plans
|
|
—
|
|
|
(10,389
|
)
|
|
10,389
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Repurchases of common stock
|
|
—
|
|
|
—
|
|
|
(3,761
|
)
|
|
—
|
|
|
—
|
|
|
(3,761
|
)
|
|
—
|
|
|
(3,761
|
)
|
|
—
|
|
|||||||||
Distributions to noncontrolling interest holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(596
|
)
|
|
(596
|
)
|
|
—
|
|
|||||||||
Noncontrolling interests from acquisition
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,182
|
|
|
8,182
|
|
|
—
|
|
|||||||||
Balance as of September 30, 2017
|
|
$
|
249
|
|
|
$
|
2,826,590
|
|
|
$
|
(235,449
|
)
|
|
$
|
(161,920
|
)
|
|
$
|
(34,557
|
)
|
|
$
|
2,394,913
|
|
|
$
|
18,624
|
|
|
$
|
2,413,537
|
|
|
$
|
81,530
|
|
|
|
Common Stock Issued
|
|
Additional
Paid-In Capital |
|
Treasury
Stock |
|
Accumulated Deficit
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total The Madison Square Garden Company Stockholders
’
Equity
|
|
Non -
redeemable Noncontrolling Interests |
|
Total Equity
|
||||||||||||||||
Balance as of June 30, 2016
|
|
$
|
249
|
|
|
$
|
2,806,352
|
|
|
$
|
(101,882
|
)
|
|
$
|
(75,687
|
)
|
|
$
|
(42,611
|
)
|
|
$
|
2,586,421
|
|
|
$
|
—
|
|
|
$
|
2,586,421
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,626
|
)
|
|
—
|
|
|
(28,626
|
)
|
|
(288
|
)
|
|
(28,914
|
)
|
||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,948
|
|
|
3,948
|
|
|
—
|
|
|
3,948
|
|
||||||||
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
(24,678
|
)
|
|
(288
|
)
|
|
(24,966
|
)
|
|||||||||||||
Share-based compensation
|
|
—
|
|
|
8,409
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,409
|
|
|
—
|
|
|
8,409
|
|
||||||||
Tax withholding associated with shares issued for equity-based compensation
|
|
—
|
|
|
(5,653
|
)
|
|
(1,332
|
)
|
|
—
|
|
|
—
|
|
|
(6,985
|
)
|
|
—
|
|
|
(6,985
|
)
|
||||||||
Common stock issued under stock incentive plans
|
|
—
|
|
|
(8,563
|
)
|
|
8,563
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Repurchases of common stock
|
|
—
|
|
|
—
|
|
|
(72,277
|
)
|
|
—
|
|
|
—
|
|
|
(72,277
|
)
|
|
—
|
|
|
(72,277
|
)
|
||||||||
Noncontrolling interests from acquisition
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,394
|
|
|
11,394
|
|
||||||||
Balance as of September 30, 2016
|
|
$
|
249
|
|
|
$
|
2,800,545
|
|
|
$
|
(166,928
|
)
|
|
$
|
(104,313
|
)
|
|
$
|
(38,663
|
)
|
|
$
|
2,490,890
|
|
|
$
|
11,106
|
|
|
$
|
2,501,996
|
|
|
|
Ownership Percentage
|
|
Investment
|
|
Loan
(a)
|
|
|
Total
|
|||||||
September 30, 2017
|
|
|
|
|
|
|
|
|
|
|||||||
Equity method investments:
|
|
|
|
|
|
|
|
|
|
|||||||
Azoff MSG Entertainment LLC (“AMSGE”)
|
|
50
|
%
|
|
$
|
107,304
|
|
|
$
|
97,500
|
|
|
|
$
|
204,804
|
|
Brooklyn Bowl Las Vegas, LLC (“BBLV”)
|
|
(b)
|
|
|
—
|
|
|
2,662
|
|
(c)
|
|
2,662
|
|
|||
Tribeca Enterprises LLC (“Tribeca Enterprises”)
|
|
50
|
%
|
|
14,336
|
|
|
16,911
|
|
(d)
|
|
31,247
|
|
|||
Cost method investments
|
|
|
|
10,775
|
|
|
—
|
|
|
|
10,775
|
|
||||
Total investments and loans to nonconsolidated affiliates
|
|
|
|
$
|
132,415
|
|
|
$
|
117,073
|
|
|
|
$
|
249,488
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
June 30, 2017
|
|
|
|
|
|
|
|
|
|
|||||||
Equity method investments:
|
|
|
|
|
|
|
|
|
|
|||||||
AMSGE
|
|
50
|
%
|
|
$
|
104,024
|
|
|
$
|
97,592
|
|
(e)
|
|
$
|
201,616
|
|
BBLV
|
|
(b)
|
|
|
—
|
|
|
2,662
|
|
(c)
|
|
2,662
|
|
|||
Tribeca Enterprises
|
|
50
|
%
|
|
12,864
|
|
|
14,370
|
|
(d)
|
|
27,234
|
|
|||
Cost method investments
|
|
|
|
10,775
|
|
|
—
|
|
|
|
10,775
|
|
||||
Total investments and loans to nonconsolidated affiliates
|
|
|
|
$
|
127,663
|
|
|
$
|
114,624
|
|
|
|
$
|
242,287
|
|
(a)
|
In connection with the Company’s investments in AMSGE and Tribeca Enterprises, the Company provides
$100,000
and
$17,500
revolving credit facilities to these entities, respectively.
Pursuant to their terms, the AMSGE and Tribeca Enterprises revolving credit facilities will terminate on
September 20, 2020
and
June 30, 2021
, respectively.
|
(b)
|
The Company is entitled to receive back its capital, which was
74%
of BBLV’s total capital as of
September 30, 2017
and
June 30, 2017
, plus a preferred return, after which the Company would own a
20%
interest in BBLV.
|
(c)
|
Represents the outstanding loan balance, inclusive of amounts due to the Company for interest of
$62
as of
September 30, 2017
and
June 30, 2017
.
|
(d)
|
Includes outstanding payments-in-kind (“
PIK
”) interest of
$1,111
and
$870
as of
September 30, 2017
and
June 30, 2017
, respectively.
PIK
interest owed does not reduce availability under the revolving credit facility.
|
(e)
|
Represents the outstanding loan balance, inclusive of amounts due to the Company for interest of
$92
as of
June 30, 2017
.
|
|
|
Three Months Ended
|
||||||
|
|
September 30,
|
||||||
Results of Operations
|
|
2017
|
|
2016
|
||||
Revenues
|
|
$
|
45,545
|
|
|
$
|
36,049
|
|
Income from continuing operations
|
|
7,561
|
|
|
1,552
|
|
||
Net income
|
|
7,561
|
|
|
1,552
|
|
||
Net income attributable to controlling interest
|
|
5,311
|
|
|
596
|
|
|
|
September 30,
2017 |
|
June 30,
2017 |
||||
MSG Entertainment
|
|
$
|
161,952
|
|
|
$
|
161,900
|
|
MSG Sports
|
|
226,623
|
|
|
218,187
|
|
||
|
|
$
|
388,575
|
|
|
$
|
380,087
|
|
Sports franchises (MSG Sports segment)
|
|
$
|
101,429
|
|
Trademarks (MSG Entertainment segment)
|
|
62,421
|
|
|
Photographic related rights (MSG Sports segment)
|
|
3,000
|
|
|
|
|
$
|
166,850
|
|
September 30, 2017
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Trade names
|
|
$
|
100,830
|
|
|
$
|
(2,373
|
)
|
|
$
|
98,457
|
|
Venue management contracts
|
|
79,000
|
|
|
(1,901
|
)
|
|
77,099
|
|
|||
Favorable lease assets
|
|
54,253
|
|
|
(2,031
|
)
|
|
52,222
|
|
|||
Season ticket holder relationships
|
|
50,032
|
|
|
(41,705
|
)
|
|
8,327
|
|
|||
Non-compete agreements
|
|
11,400
|
|
|
(732
|
)
|
|
10,668
|
|
|||
Festival rights
|
|
9,080
|
|
|
(923
|
)
|
|
8,157
|
|
|||
Other intangibles
|
|
7,917
|
|
|
(3,225
|
)
|
|
4,692
|
|
|||
|
|
$
|
312,512
|
|
|
$
|
(52,890
|
)
|
|
$
|
259,622
|
|
June 30, 2017
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Trade names
|
|
$
|
98,530
|
|
|
$
|
(1,003
|
)
|
|
$
|
97,527
|
|
Venue management contracts
|
|
79,000
|
|
|
(761
|
)
|
|
78,239
|
|
|||
Favorable lease assets
|
|
54,253
|
|
|
(812
|
)
|
|
53,441
|
|
|||
Season ticket holder relationships
|
|
50,032
|
|
|
(40,871
|
)
|
|
9,161
|
|
|||
Non-compete agreements
|
|
9,000
|
|
|
(261
|
)
|
|
8,739
|
|
|||
Festival rights
|
|
9,080
|
|
|
(739
|
)
|
|
8,341
|
|
|||
Other intangibles
|
|
4,217
|
|
|
(2,690
|
)
|
|
1,527
|
|
|||
|
|
$
|
304,112
|
|
|
$
|
(47,137
|
)
|
|
$
|
256,975
|
|
|
|
Fair Value Hierarchy
|
|
September 30,
2017 |
|
June 30,
2017 |
||||
Assets:
|
|
|
|
|
|
|
||||
Commercial Paper
|
|
I
|
|
$
|
105,587
|
|
|
$
|
105,476
|
|
Money market accounts
|
|
I
|
|
195,799
|
|
|
102,884
|
|
||
Time deposits
|
|
I
|
|
833,573
|
|
|
1,007,302
|
|
||
Available-for-sale securities
|
|
I
|
|
32,081
|
|
|
32,851
|
|
||
Total assets measured at fair value
|
|
|
|
$
|
1,167,040
|
|
|
$
|
1,248,513
|
|
|
|
September 30, 2017
|
|
June 30, 2017
|
||||||||||||
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value |
|
Fair
Value |
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Notes receivable, including interest accruals
|
|
$
|
4,113
|
|
|
$
|
4,113
|
|
|
$
|
2,610
|
|
|
$
|
2,610
|
|
Available-for-sale securities
(a)
|
|
32,081
|
|
|
32,081
|
|
|
32,851
|
|
|
32,851
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Long-term debt, including current portion
(b)
|
|
$
|
110,000
|
|
|
$
|
109,843
|
|
|
$
|
110,000
|
|
|
$
|
110,091
|
|
(a)
|
Aggregate cost basis for available-for-sale securities, including transaction costs, was
$23,222
as of
September 30, 2017
. The unrealized gain recorded in accumulated other comprehensive loss was
$8,859
as of
September 30, 2017
. The fair value of the available-for-sale securities is determined based on quoted market prices in an active market at the New York Stock Exchange, which is classified within Level I of the fair value hierarchy.
|
(b)
|
On January 31, 2017, TAO Group Intermediate Holdings LLC (“
TAOIH
”), TAO Group Operating LLC (“
TAOG
”) and certain of its subsidiaries entered into a
$110,000
senior secured
five
-year term loan facility. The Company’s long-term debt is classified within Level II of the fair value hierarchy as it is valued using quoted indices of similar securities for which the inputs are readily observable.
|
|
|
September 30, 2017
|
||||||||||
|
|
TAO Term Loan Facility
|
|
Deferred Financing Costs
|
|
Total
|
||||||
Current portion of long-term debt
|
|
$
|
688
|
|
|
$
|
—
|
|
|
$
|
688
|
|
Long-term debt, net of deferred financing costs
|
|
109,312
|
|
|
(4,325
|
)
|
|
104,987
|
|
|||
Total
|
|
$
|
110,000
|
|
|
$
|
(4,325
|
)
|
|
$
|
105,675
|
|
|
|
|
|
|
|
|
|
|
June 30, 2017
|
||||||||||
|
|
TAO Term Loan Facility
|
|
Deferred Financing Costs
|
|
Total
|
||||||
Current portion of long-term debt
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt, net of deferred financing costs
|
|
110,000
|
|
|
(4,567
|
)
|
|
105,433
|
|
|||
Total
|
|
$
|
110,000
|
|
|
$
|
(4,567
|
)
|
|
$
|
105,433
|
|
|
|
September 30,
2017 |
|
June 30,
2017 |
||||
Other current assets
|
|
$
|
778
|
|
|
$
|
806
|
|
Other assets
|
|
2,491
|
|
|
2,784
|
|
|
Pension Plans and
Postretirement
Plan
(a)
|
|
Unrealized Gain on Available-for-sale
Securities
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||
Balance as of June 30, 2017
|
$
|
(39,408
|
)
|
|
$
|
5,293
|
|
|
$
|
(34,115
|
)
|
Other comprehensive loss before reclassifications, before income taxes
|
—
|
|
|
(770
|
)
|
|
(770
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss, before income taxes
|
328
|
|
|
—
|
|
|
328
|
|
|||
Other comprehensive income (loss)
|
328
|
|
|
(770
|
)
|
|
(442
|
)
|
|||
Balance as of September 30, 2017
|
$
|
(39,080
|
)
|
|
$
|
4,523
|
|
|
$
|
(34,557
|
)
|
|
|
|
|
|
|
||||||
Balance as of June 30, 2016
|
$
|
(42,611
|
)
|
|
$
|
—
|
|
|
$
|
(42,611
|
)
|
Other comprehensive income before reclassifications, before income taxes
|
—
|
|
|
6,742
|
|
|
6,742
|
|
|||
Amounts reclassified from accumulated other comprehensive loss, before income taxes
|
332
|
|
|
—
|
|
|
332
|
|
|||
Income tax expense
|
(100
|
)
|
|
(3,026
|
)
|
|
(3,126
|
)
|
|||
Other comprehensive income
|
232
|
|
|
3,716
|
|
|
3,948
|
|
|||
Balance as of September 30, 2016
|
$
|
(42,379
|
)
|
|
$
|
3,716
|
|
|
$
|
(38,663
|
)
|
(a)
|
Amounts reclassified from accumulated other comprehensive loss, before income taxes, represent amortization of net actuarial loss and net unrecognized prior service credit included in net periodic benefit cost, which is reflected in direct operating expenses and selling, general and administrative expenses in the accompanying consolidated statements of operations (see Note
11
).
|
|
|
Pension Plans
|
|
Postretirement Plan
|
||||||||||||
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Service cost
|
|
$
|
21
|
|
|
$
|
23
|
|
|
$
|
31
|
|
|
$
|
34
|
|
Interest cost
|
|
1,239
|
|
|
1,240
|
|
|
39
|
|
|
41
|
|
||||
Expected return on plan assets
|
|
(596
|
)
|
|
(596
|
)
|
|
—
|
|
|
—
|
|
||||
Recognized actuarial loss
|
|
340
|
|
|
344
|
|
|
—
|
|
|
—
|
|
||||
Amortization of unrecognized prior service credit
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(12
|
)
|
||||
Net periodic benefit cost
|
|
$
|
1,004
|
|
|
$
|
1,011
|
|
|
$
|
58
|
|
|
$
|
63
|
|
|
Number of
|
|
Weighted-Average
Fair Value
Per Share At
Date of Grant
|
||||||
|
Nonperformance
Based
Vesting
RSUs
|
|
Performance
Based
Vesting
RSUs |
|
|||||
Unvested award balance, June 30, 2017
|
208
|
|
|
464
|
|
|
$
|
172.78
|
|
Granted
|
96
|
|
|
180
|
|
|
$
|
211.17
|
|
Vested
|
(69
|
)
|
|
(42
|
)
|
|
$
|
160.84
|
|
Unvested award balance, September 30, 2017
|
235
|
|
|
602
|
|
|
$
|
187.04
|
|
|
|
Three Months Ended September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Revenues
|
|
$
|
35,910
|
|
|
$
|
33,841
|
|
Operating expenses (credits):
|
|
|
|
|
||||
Corporate general and administrative, net - MSG Networks
|
|
$
|
(2,456
|
)
|
|
$
|
(2,489
|
)
|
Consulting fees
|
|
1,015
|
|
|
977
|
|
||
Advertising expenses
|
|
36
|
|
|
120
|
|
||
Other, net
|
|
113
|
|
|
18
|
|
|
|
|
|||||||||||||||||||||
|
|
|
Three Months Ended September 30, 2017
|
||||||||||||||||||
|
|
|
MSG
Entertainment
|
|
MSG
Sports
|
|
Corporate and Other
|
|
Purchase
accounting adjustments |
|
Total
|
||||||||||
Revenues
|
|
|
$
|
164,138
|
|
|
$
|
80,934
|
|
|
$
|
—
|
|
|
$
|
(24
|
)
|
|
$
|
245,048
|
|
Direct operating expenses
|
|
|
105,646
|
|
|
16,902
|
|
|
21
|
|
|
1,167
|
|
|
123,736
|
|
|||||
Selling, general and administrative expenses
|
(a)
|
|
44,627
|
|
|
42,436
|
|
|
19,353
|
|
|
—
|
|
|
106,416
|
|
|||||
Depreciation and amortization
|
(b)
|
|
4,161
|
|
|
1,906
|
|
|
20,300
|
|
|
4,179
|
|
|
30,546
|
|
|||||
Operating income (loss)
|
|
|
$
|
9,704
|
|
|
$
|
19,690
|
|
|
$
|
(39,674
|
)
|
|
$
|
(5,370
|
)
|
|
$
|
(15,650
|
)
|
Earnings in equity method investments
|
|
|
|
|
|
|
|
|
|
|
4,725
|
|
|||||||||
Interest income
|
|
|
|
|
|
|
|
|
|
|
4,386
|
|
|||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
(3,711
|
)
|
|||||||||
Miscellaneous income
|
|
|
|
|
|
|
|
|
|
|
145
|
|
|||||||||
Loss from operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
$
|
(10,105
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reconciliation of operating income (loss) to adjusted operating income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income (loss)
|
|
|
$
|
9,704
|
|
|
$
|
19,690
|
|
|
$
|
(39,674
|
)
|
|
$
|
(5,370
|
)
|
|
$
|
(15,650
|
)
|
Add back:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Share-based compensation
|
|
|
3,901
|
|
|
4,236
|
|
|
4,767
|
|
|
—
|
|
|
12,904
|
|
|||||
Depreciation and amortization
|
|
|
4,161
|
|
|
1,906
|
|
|
20,300
|
|
|
4,179
|
|
|
30,546
|
|
|||||
Other purchase accounting adjustments
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,191
|
|
|
1,191
|
|
|||||
Adjusted operating income (loss)
|
|
|
$
|
17,766
|
|
|
$
|
25,832
|
|
|
$
|
(14,607
|
)
|
|
$
|
—
|
|
|
$
|
28,991
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other information:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(c)
|
|
$
|
7,706
|
|
|
$
|
971
|
|
|
$
|
10,862
|
|
|
$
|
—
|
|
|
$
|
19,539
|
|
|
|||||||||||||||||||||
|
|
|
Three Months Ended September 30, 2016
|
||||||||||||||||||
|
|
|
MSG
Entertainment
|
|
MSG
Sports
|
|
Corporate and Other
|
|
Purchase
accounting adjustments |
|
Total
|
||||||||||
Revenues
|
|
|
$
|
110,698
|
|
|
$
|
70,997
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
181,695
|
|
Direct operating expenses
|
|
|
91,858
|
|
|
19,549
|
|
|
—
|
|
|
—
|
|
|
111,407
|
|
|||||
Selling, general and administrative expenses
|
(a)
|
|
23,440
|
|
|
39,513
|
|
|
14,068
|
|
|
—
|
|
|
77,021
|
|
|||||
Depreciation and amortization
|
(b) (d)
|
|
2,456
|
|
|
2,618
|
|
|
20,806
|
|
|
230
|
|
|
26,110
|
|
|||||
Operating income (loss)
|
|
|
$
|
(7,056
|
)
|
|
$
|
9,317
|
|
|
$
|
(34,874
|
)
|
|
$
|
(230
|
)
|
|
$
|
(32,843
|
)
|
Loss in equity method investments
|
|
|
|
|
|
|
|
|
|
|
(994
|
)
|
|||||||||
Interest income
|
|
|
|
|
|
|
|
|
|
|
2,399
|
|
|||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
(410
|
)
|
|||||||||
Miscellaneous income
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||
Loss from operations before income taxes
|
|
|
|
|
|
|
|
|
|
|
$
|
(31,848
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reconciliation of operating income (loss) to adjusted operating income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income (loss)
|
|
|
$
|
(7,056
|
)
|
|
$
|
9,317
|
|
|
$
|
(34,874
|
)
|
|
$
|
(230
|
)
|
|
$
|
(32,843
|
)
|
Add back:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Share-based compensation
|
|
|
3,539
|
|
|
3,484
|
|
|
1,332
|
|
|
—
|
|
|
8,355
|
|
|||||
Depreciation and amortization
|
|
|
2,456
|
|
|
2,618
|
|
|
20,806
|
|
|
230
|
|
|
26,110
|
|
|||||
Adjusted operating income (loss)
|
|
|
$
|
(1,061
|
)
|
|
$
|
15,419
|
|
|
$
|
(12,736
|
)
|
|
$
|
—
|
|
|
$
|
1,622
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other information:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
|
|
$
|
1,360
|
|
|
$
|
1,664
|
|
|
$
|
5,318
|
|
|
$
|
—
|
|
|
$
|
8,342
|
|
(a)
|
Corporate and Other
’s selling, general and administrative expenses primarily consist of unallocated corporate general and administrative costs.
|
(b)
|
Corporate and Other principally includes depreciation and amortization on The Garden, The Theater at Madison Square Garden, the Forum, and certain corporate property, equipment and leasehold improvement assets not allocated to the Company’s reportable segments.
|
(c)
|
Corporate and Other’s capital expenditures for the
three
months ended
September 30, 2017
are primarily associated with venues. MSG Entertainment’s capital expenditures for the
three
months ended
September 30, 2017
are primarily associated with certain investments with respect to Radio City Music Hall.
|
(d)
|
MSG Entertainment’s depreciation and amortization for the
three
months ended
September 30, 2016
was reclassified to exclude the impact of purchase accounting adjustments related to business acquisitions.
|
•
|
the level of
our
revenues, which depends in part on the popularity and competitiveness of our sports teams and the level of popularity of the
Christmas Spectacular
,
New York Spectacular
and other entertainment events which are presented in our venues;
|
•
|
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;
|
•
|
the level of our capital expenditures and other investments;
|
•
|
general economic conditions, especially in the New York City, Los Angeles and Las Vegas metropolitan areas where
we
conduct the majority of our operations;
|
•
|
the demand for sponsorship arrangements and for advertising;
|
•
|
competition, for example, from other teams, other venues and other sports and entertainment options, including the construction of new competing venues;
|
•
|
our ability to successfully design, construct, finance and operate new venues in Las Vegas and other markets, and the investments and costs associated with those efforts;
|
•
|
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, revenue sharing,
NBA
luxury tax thresholds and media rights) or other regulations under which we operate;
|
•
|
any
NBA
or
NHL
work stoppage;
|
•
|
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;
|
•
|
the successful development of new live productions or enhancements or changes to existing productions and the investments associated with such development or enhancements or changes;
|
•
|
the continued popularity and success of the
TAO Group
restaurants and nightlife and hospitality venues, as well as its existing brands, and the ability to successfully open and operate new restaurants and nightlife and hospitality venues;
|
•
|
the ability of
BCE
to attract attendees and performers to its festival and other events;
|
•
|
the evolution of the esports industry and its potential impact on
CLG
;
|
•
|
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, new venues or new businesses into our operations;
|
•
|
the operating and financial performance of our strategic acquisitions and investments, including those we do not control;
|
•
|
the costs associated with, and the outcome of, litigation and other proceedings to the extent uninsured, including litigation or other claims against companies we invest in or acquire;
|
•
|
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 and the ability to maintain necessary permits or licenses;
|
•
|
business, reputational and litigation risk if there is a loss, disclosure or misappropriation of stored personal information or other breaches of our information security;
|
•
|
a default by our subsidiaries under their respective credit facilities;
|
•
|
financial community and rating agency perceptions of our business, operations, financial condition and the industry in which we operate;
|
•
|
the ability of our investees and others to repay loans and advances we have extended to them;
|
•
|
our ownership of professional sports franchises in the
NBA
and
NHL
and certain transfer restrictions on our common stock;
|
•
|
the tax free treatment of the
Distribution
; and
|
•
|
the factors described under “Risk Factors” in the
Company
’s Annual Report on Form 10-K for the year ended
June 30, 2017
.
|
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
|
September 30,
|
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
Amount
|
|
Percentage
|
|||||||
Revenues
|
|
$
|
245,048
|
|
|
$
|
181,695
|
|
|
$
|
63,353
|
|
|
35
|
%
|
|
|
|
|
|
|
|
|
|
|||||||
Direct operating expenses
|
|
123,736
|
|
|
111,407
|
|
|
12,329
|
|
|
11
|
%
|
|||
Selling, general and administrative expenses
|
|
106,416
|
|
|
77,021
|
|
|
29,395
|
|
|
38
|
%
|
|||
Depreciation and amortization
|
|
30,546
|
|
|
26,110
|
|
|
4,436
|
|
|
17
|
%
|
|||
Operating loss
|
|
(15,650
|
)
|
|
(32,843
|
)
|
|
17,193
|
|
|
52
|
%
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|||||||
Earnings (loss) in equity method investments
|
|
4,725
|
|
|
(994
|
)
|
|
5,719
|
|
|
NM
|
|
|||
Interest income, net
|
|
675
|
|
|
1,989
|
|
|
(1,314
|
)
|
|
(66
|
)%
|
|||
Miscellaneous income
|
|
145
|
|
|
—
|
|
|
145
|
|
|
NM
|
|
|||
Loss from operations before income taxes
|
|
(10,105
|
)
|
|
(31,848
|
)
|
|
21,743
|
|
|
68
|
%
|
|||
Income tax benefit (expense)
|
|
(762
|
)
|
|
2,934
|
|
|
(3,696
|
)
|
|
(126
|
)%
|
|||
Net loss
|
|
(10,867
|
)
|
|
(28,914
|
)
|
|
18,047
|
|
|
62
|
%
|
|||
Less: Net income attributable to redeemable noncontrolling interests
|
|
900
|
|
|
—
|
|
|
900
|
|
|
NM
|
|
|||
Less: Net loss attributable to nonredeemable noncontrolling interests
|
|
(660
|
)
|
|
(288
|
)
|
|
(372
|
)
|
|
(129
|
)%
|
|||
Net loss attributable to The Madison Square Garden Company’s stockholders
|
|
$
|
(11,107
|
)
|
|
$
|
(28,626
|
)
|
|
$
|
17,519
|
|
|
61
|
%
|
Changes attributable to
|
|
Revenues
|
|
Direct
operating expenses |
|
Selling,
general and administrative expenses |
|
Depreciation and amortization
|
|
Operating income (loss)
|
||||||||||
MSG Entertainment segment
(a)
|
|
$
|
53,440
|
|
|
$
|
13,788
|
|
|
$
|
21,187
|
|
|
$
|
1,705
|
|
|
$
|
16,760
|
|
MSG Sports segment
(a)
|
|
9,937
|
|
|
(2,647
|
)
|
|
2,923
|
|
|
(712
|
)
|
|
10,373
|
|
|||||
Corporate and Other
|
|
—
|
|
|
21
|
|
|
5,285
|
|
|
(506
|
)
|
|
(4,800
|
)
|
|||||
Purchase accounting adjustments
|
|
(24
|
)
|
|
1,167
|
|
|
—
|
|
|
3,949
|
|
|
(5,140
|
)
|
|||||
|
|
$
|
63,353
|
|
|
$
|
12,329
|
|
|
$
|
29,395
|
|
|
$
|
4,436
|
|
|
$
|
17,193
|
|
(a)
|
See “Business Segment Results” for a more detailed discussion relating to the operating results of our segments.
|
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
|
September 30,
|
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
Amount
|
|
Percentage
|
|||||||
Operating loss
|
|
$
|
(15,650
|
)
|
|
$
|
(32,843
|
)
|
|
$
|
17,193
|
|
|
52
|
%
|
Share-based compensation
(a)
|
|
12,904
|
|
|
8,355
|
|
|
|
|
|
|
||||
Depreciation and amortization
(b)
|
|
30,546
|
|
|
26,110
|
|
|
|
|
|
|
||||
Other purchase accounting adjustments
|
|
1,191
|
|
|
—
|
|
|
|
|
|
|||||
Adjusted operating income
|
|
$
|
28,991
|
|
|
$
|
1,622
|
|
|
$
|
27,369
|
|
|
NM
|
|
(a)
|
The increase in share-based compensation as compared to prior year period, primarily reflects changes the Company made during fiscal year 2016 to its long-term incentive plans. These changes resulted in a shift in the performance-based component of the Company’s long-term incentive awards from cash to performance-based restricted stock units.
|
(b)
|
Depreciation and amortization includes purchase accounting adjustments of
$4,179
and
$230
for
three months ended
September 30, 2017
and
2016
, respectively.
|
Increase in adjusted operating income of the MSG Entertainment segment
|
$
|
18,827
|
|
Increase in adjusted operating income of the MSG Sports segment
|
10,413
|
|
|
Other net decreases
|
(1,871
|
)
|
|
|
$
|
27,369
|
|
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
|
September 30,
|
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
Amount
|
|
Percentage
|
|||||||
Revenues
|
|
$
|
164,138
|
|
|
$
|
110,698
|
|
|
$
|
53,440
|
|
|
48
|
%
|
Direct operating expenses
|
|
105,646
|
|
|
91,858
|
|
|
13,788
|
|
|
15
|
%
|
|||
Selling, general and administrative expenses
|
|
44,627
|
|
|
23,440
|
|
|
21,187
|
|
|
90
|
%
|
|||
Depreciation and amortization
|
|
4,161
|
|
|
2,456
|
|
|
1,705
|
|
|
69
|
%
|
|||
Operating income (loss)
|
|
$
|
9,704
|
|
|
$
|
(7,056
|
)
|
|
$
|
16,760
|
|
|
NM
|
|
Reconciliation to adjusted operating income (loss):
|
|
|
|
|
|
|
|
|
|||||||
Share-based compensation
|
|
3,901
|
|
|
3,539
|
|
|
|
|
|
|||||
Depreciation and amortization
|
|
4,161
|
|
|
2,456
|
|
|
|
|
|
|||||
Adjusted operating income (loss)
|
|
$
|
17,766
|
|
|
$
|
(1,061
|
)
|
|
$
|
18,827
|
|
|
NM
|
|
Inclusion of revenues associated with entertainment dining and nightlife offerings
|
$
|
60,542
|
|
Increase in event-related revenues at Radio City Music Hall, excluding the
Christmas Spectacular
and the
New York Spectacular
|
3,821
|
|
|
Increase in event-related revenues at The Chicago Theatre
|
2,450
|
|
|
Increase in event-related revenues at The Garden
|
408
|
|
|
Decrease in revenues from the presentation of the
New York Spectacular
as a result of no scheduled performances in the current year period
|
(11,011
|
)
|
|
Decrease in venue-related sponsorship and signage and suite rental fee revenues
|
(823
|
)
|
|
Decrease in event-related revenues at the Forum
|
(770
|
)
|
|
Decrease in event-related revenues at The Theater at Madison Square Garden
|
(662
|
)
|
|
Other net decreases
|
(515
|
)
|
|
|
$
|
53,440
|
|
Inclusion of direct operating expenses associated with entertainment dining and nightlife offerings
|
$
|
33,021
|
|
Increase in event-related direct operating expenses at The Chicago Theatre
|
1,901
|
|
|
Increase in venue operating costs
|
701
|
|
|
Increase in event-related direct operating expenses at Radio City Music Hall, excluding the
Christmas Spectacular
and the
New York Spectacular
|
558
|
|
|
Decrease in direct operating expenses associated with the presentation of the
New York Spectacular
as a result of no scheduled performances in the current year period
|
(21,577
|
)
|
|
Decrease in event-related direct operating expenses at The Garden
|
(679
|
)
|
|
Decrease in event-related direct operating expenses at The Theater at Madison Square Garden
|
(523
|
)
|
|
Other net increases
|
386
|
|
|
|
$
|
13,788
|
|
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
|
September 30,
|
|
Change
|
|||||||||||
|
|
2017
|
|
2016
|
|
Amount
|
|
Percentage
|
|||||||
Revenues
|
|
$
|
80,934
|
|
|
$
|
70,997
|
|
|
$
|
9,937
|
|
|
14
|
%
|
Direct operating expenses
|
|
16,902
|
|
|
19,549
|
|
|
(2,647
|
)
|
|
(14
|
)%
|
|||
Selling, general and administrative expenses
|
|
42,436
|
|
|
39,513
|
|
|
2,923
|
|
|
7
|
%
|
|||
Depreciation and amortization
|
|
1,906
|
|
|
2,618
|
|
|
(712
|
)
|
|
(27
|
)%
|
|||
Operating income
|
|
$
|
19,690
|
|
|
$
|
9,317
|
|
|
$
|
10,373
|
|
|
111
|
%
|
Reconciliation to adjusted operating income:
|
|
|
|
|
|
|
|
|
|||||||
Share-based compensation
|
|
4,236
|
|
|
3,484
|
|
|
|
|
|
|||||
Depreciation and amortization
|
|
1,906
|
|
|
2,618
|
|
|
|
|
|
|||||
Adjusted operating income
|
|
$
|
25,832
|
|
|
$
|
15,419
|
|
|
$
|
10,413
|
|
|
68
|
%
|
Increase in revenues from league distributions
|
$
|
4,921
|
|
Increase in professional sports teams’ pre/regular season ticket-related revenue
|
2,630
|
|
|
Increase in local media rights fees from MSG Networks
|
2,095
|
|
|
Decrease in professional sports teams’ sponsorship and signage revenues and ad sales commission
|
(648
|
)
|
|
Other net increases, inclusive of other revenues from CLG not discussed elsewhere in this table
|
939
|
|
|
|
$
|
9,937
|
|
Decrease in net provisions for certain team personnel transactions
|
$
|
(4,910
|
)
|
Increase in team personnel compensation
|
866
|
|
|
Increase in other team operating expenses not discussed elsewhere in this table
|
813
|
|
|
Increase in net provisions for NBA and NHL revenue sharing expense (excluding playoffs)
|
608
|
|
|
Other net decreases
|
(24
|
)
|
|
|
$
|
(2,647
|
)
|
|
|
Three Months Ended
|
|
Increase (Decrease)
|
||||||||
|
|
September 30,
|
|
|||||||||
|
|
2017
|
|
2016
|
|
|||||||
Net provisions for certain team personnel transactions
|
|
$
|
100
|
|
|
$
|
5,010
|
|
|
$
|
(4,910
|
)
|
Net provisions for NBA and NHL revenue sharing expense (excluding playoffs)
|
|
907
|
|
|
299
|
|
|
608
|
|
|
|
Three Months Ended September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Net cash used in operating activities
|
|
$
|
(32,355
|
)
|
|
$
|
(21,650
|
)
|
Net cash used in investing activities
|
|
(26,520
|
)
|
|
(48,542
|
)
|
||
Net cash used in financing activities
|
|
(15,292
|
)
|
|
(80,044
|
)
|
||
Net decrease in cash and cash equivalents
|
|
$
|
(74,167
|
)
|
|
$
|
(150,236
|
)
|
•
|
macroeconomic conditions;
|
•
|
industry and market considerations;
|
•
|
cost factors;
|
•
|
overall financial performance of the reporting units;
|
•
|
other relevant company-specific factors such as changes in management, strategy or customers; and
|
•
|
relevant reporting unit specific events such as changes in the carrying amount of net assets.
|
Sports franchises (MSG Sports segment)
|
$
|
101,429
|
|
Trademarks (MSG Entertainment segment)
|
62,421
|
|
|
Photographic related rights (MSG Sports segment)
|
3,000
|
|
|
|
$
|
166,850
|
|
|
|
|
|
|
|
|
|
|
||||||
Period
|
|
Total Number of Shares Purchased
(a)
|
|
Average Price Paid per Share
(b)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
|
||||||
July 1, 2017 - July 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
271,322
|
|
August 1, 2017 - August 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
271,322
|
|
September 1, 2017 - September 30, 2017
|
|
18
|
|
|
$
|
209.86
|
|
|
18
|
|
|
$
|
267,562
|
|
Total
|
|
18
|
|
|
$
|
209.86
|
|
|
18
|
|
|
|
(a)
|
As of
September 30, 2017
, the total amount of Class A Common Stock authorized for repurchase by the Company’s board of directors was $525,000, and the Company had remaining authorization of
$267,562
for future repurchases. Under the authorization, shares of Class A Common Stock may be purchased from time to time in accordance with applicable insider trading and other securities laws and regulations, with the timing and amount of purchases depending on market conditions and other factors. The Company has been funding and expects to continue to fund stock repurchases through a combination of cash on hand and cash generated by operations. The Company may also choose to fund our stock repurchase program through other funding sources including under our revolving credit facilities. The Company first announced its stock repurchase program on September 11, 2015.
|
(b)
|
The amounts do not give effect to any fees, commissions or other costs associated with repurchases of shares.
|
(a)
|
Index to Exhibits
|
EXHIBIT
NO.
|
|
DESCRIPTION
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
101.SCH
|
|
XBRL Taxonomy Extension Schema.
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase.
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
The Madison Square Garden Company
|
||
|
|
|
By:
|
/
S
/ DONNA COLEMAN
|
|
|
Name:
|
Donna Coleman
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|
1 Year Madison Square Garden Chart |
1 Month Madison Square Garden Chart |
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