|Debt
|
||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||
Note 1. Description of Business and Basis of Presentation
Description of Business
The Madison Square Garden Company (together with its subsidiaries, the "Company" or "Madison Square Garden") was incorporated on July 29, 2009 as an indirect, wholly-owned subsidiary of Cablevision Systems Corporation ("Cablevision"). On January 12, 2010, Cablevision's board of directors approved the distribution of all the outstanding common stock of The Madison Square Garden Company to Cablevision shareholders (the "Distribution") and the Company thereafter acquired the subsidiaries of Cablevision that owned, directly and indirectly, all of the partnership interests in MSG Holdings, L.P. ("MSG L.P."). MSG L.P. was the indirect, wholly-owned subsidiary of Cablevision through which Cablevision held the Company's businesses until the Distribution occurred on February 9, 2010. Each holder of record of Cablevision NY Group Class A Common Stock as of close of business on January 25, 2010 (the "Record Date") received one share of the Company's Class A Common Stock for every four shares of Cablevision NY Group Class A Common Stock held. Each holder of record of Cablevision NY Group Class B Common Stock as of the Record Date received one share of the Company's Class B Common Stock for every four shares of Cablevision NY Group Class B Common Stock held. MSG L.P. is now a wholly-owned subsidiary of The Madison Square Garden Company through which the Company conducts substantially all of its business activities.
The Company is a fully integrated sports, entertainment and media business. The Company classifies its business interests into three reportable segments: MSG Media, MSG Entertainment, and MSG Sports. MSG Media produces, develops and acquires content for multiple distribution platforms, including content originating from the Company's venues. MSG Media includes the Company's regional sports networks, MSG network, MSG Plus, MSG HD and MSG Plus HD, collectively called the MSG Networks, and the Fuse Networks (Fuse and Fuse HD), a national television network dedicated to music. MSG Entertainment presents or hosts live entertainment events, such as concerts, family shows, performing arts and special events, in the Company's diverse collection of venues. MSG Entertainment also creates, produces and/or presents live productions, including the Radio City Christmas Spectacular featuring the Radio City Rockettes (the "Rockettes"). MSG Sports owns and operates sports franchises, including the New York Knicks (the "Knicks") of the National Basketball Association (the "NBA"), the New York Rangers (the "Rangers") of the National Hockey League (the "NHL"), the New York Liberty (the "Liberty") of the Women's National Basketball Association (the "WNBA"), and the Connecticut Whale of the American Hockey League (the "AHL"), which is the primary player development team for the Rangers. MSG Sports also promotes, produces and/or presents a broad array of other live sporting events outside of Knicks, Rangers and Liberty games.
The Company conducts a significant portion of its operations at venues that it either owns or operates under long-term leases. The Company owns the Madison Square Garden Arena ("The Garden") and The Theater at Madison Square Garden in New York City, as well as The Chicago Theatre in Chicago. It leases Radio City Music Hall and the Beacon Theatre in New York City. The Company also has a booking agreement with respect to the Wang Theatre in Boston
Unaudited Interim Financial Statements
The accompanying interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") for interim financial information and the instructions to Rule 10-01 of Regulation S-X, and should be read in conjunction with the Company's Transition Report on Form 10-K/T for the six month transition period ended June 30, 2011. The financial statements as of December 31, 2011 and for the three and six months ended December 31, 2011 and 2010 presented in this Quarterly Report on Form 10-Q are unaudited; however, in the opinion of management such financial statements reflect all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods presented. The results of operations for the periods presented are not necessarily indicative of the results that might be expected for future interim periods or for the full year. The dependence of the MSG Sports segment on revenues from its NBA and NHL sports teams generally means it earns a disproportionate share of its revenues in the second and third quarters of our fiscal year (see Note 2 for a discussion of the new NBA collective bargaining agreement ("CBA") and revenue sharing arrangements, as well as the NBA work stoppage). The dependence of the MSG Entertainment segment on revenues from the Radio City Christmas Spectacular generally means it earns a disproportionate share of its revenues and operating income in the second quarter of our fiscal year. In addition, the off-season shutdown of The Garden and The Theater at Madison Square Garden due to the comprehensive transformation of The Garden into a state-of-the-art arena (the "Transformation") has impacted the Company's financial results in the fourth quarter of our 2011 fiscal year and the first quarter of our 2012 fiscal year, and we anticipate similar impacts in those same periods during the planned off-season shutdowns of The Garden and The Theater at Madison Square Garden in the 2012 and 2013 calendar years.
.
|
|||
Note 2. Accounting Policies
Principles of Consolidation
The consolidated financial statements of the Company include the accounts of The Madison Square Garden Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
Change in Accounting Principle
Effective July 1, 2011, the Company changed the date of its annual impairment test for goodwill from February 28th to August 31st. This change was made in connection with the change in the Company's fiscal year-end from December 31st to June 30th. This change in the annual impairment test date coincides with the timing of when the Company prepares its annual budget and financial plans. These financial plans are a key component in estimating the fair value of the Company's reporting units, which is the basis for performing its annual impairment test. The Company believes that the change in its annual impairment test date is preferable as it allows the Company to utilize its most current projections in the annual impairment test.
Use of Estimates
The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of accounts receivable, goodwill, intangible assets, other long-lived assets, tax accruals and other liabilities. In addition, estimates are used in revenue recognition, revenue sharing expense (net of escrow), income tax expense, performance and share-based compensation, depreciation and amortization, and the allowance for losses. Management believes its use of estimates in the consolidated financial statements to be reasonable.
Management evaluates its estimates on an ongoing basis using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management's best judgment at a point in time and as such these estimates may ultimately differ from actual results. Changes in estimates resulting from weakness in the economic environment or other factors beyond the Company's control could be material and would be reflected in the Company's financial statements in future periods.
New NBA CBA and Revenue Sharing Arrangements
The predecessor NBA CBA expired June 30, 2011, and effective July 1, 2011, the NBA declared a lockout of NBA players. In December 2011, the NBA and the National Basketball Players Association ("NBPA") entered into a new CBA and the NBA Board of Governors adopted a new revenue sharing plan. The delay in reaching an agreement with the NBPA on the terms of a new CBA delayed the start of the 2011-12 NBA regular season by approximately two months until December 25, 2011. The Company's results of operations for the three and six months ended December 31, 2011 were negatively impacted by the NBA work stoppage. Set forth below is a summary of the principal aspects of the new NBA CBA and revenue sharing plan.
NBA CBA. The new NBA CBA was entered into in December 2011 and expires after the 2020-21 season (although the NBA and NBPA each has the right to terminate the CBA following the 2016-17 season). The NBA CBA contains a "soft" salary cap (i.e., a cap on each team's aggregate player salaries but with certain exceptions that enable teams to pay more, sometimes substantially more, than the cap).
NBA Luxury Tax. Amounts in this paragraph are in thousands, except for luxury tax rates. The NBA CBA provides for a luxury tax that is applicable to all teams with aggregate player salaries exceeding a threshold that is set prior to each season based upon projected league-wide revenues (as defined under the CBA). A team's luxury tax for the 2011-12 and 2012-13 seasons will continue to be generally equal to the amount by which the team's aggregate player salaries exceed such threshold. Beginning with the 2013-14 season, the tax rates for teams with aggregate player salaries above such threshold will start at $1.50 for each $1.00 of team salary above the threshold up to $5,000 and scale up to $3.25 for each $1.00 of team salary that is from $15,000 to $20,000 over the threshold, and an additional tax rate increment of $0.50 applies for each additional $5,000 (or part thereof) of team salary in excess of $20,000 over the threshold. In addition, for teams that are taxpayers in at least four of any five seasons beginning in 2011-12, the above tax rates are increased by $1.00 for each increment. For the 2011-12 season, 100% of the aggregate luxury tax payments collected by the league will be used as a funding source for the revenue sharing plan described below; beginning with the 2012-13 season, 50% of such payments will be used as a funding source for the revenue sharing plan and the remaining 50% of such payments will be distributed in equal shares to non-taxpaying teams. As of December 31, 2011, we do not project the Knicks to be a luxury tax payer for the 2011-12 season.
NBA Escrow System/Revenue Sharing. The NBA CBA also provides that players collectively receive a designated percentage of league-wide revenues as compensation (approximately 51% in the 2011-12 season and approximately 50% thereafter), and the teams retain the remainder. The percentage of league-wide revenues paid as compensation and retained by the teams does not apply evenly across all teams and accordingly we may pay our players a higher or lower portion of our revenues than other NBA teams. Throughout each season, NBA teams withhold 10% of each player's salary and contribute the withheld amounts to an escrow account. If the league's aggregate player compensation exceeds the designated percentage of league-wide revenues, some or all of such escrowed amounts are distributed equally to all NBA teams. In the event that the league's aggregate player compensation is below the designated percentage of league-wide revenues, the teams will remit the shortfall to the NBPA for distribution to the players.
The NBA has also instituted a revenue sharing plan that, beginning in the 2011-12 season, generally requires the distribution of a pool of funds to teams with below-average net revenues (as defined in the plan), subject to reduction or elimination based on individual team market size and profitability. The plan will be funded by a combination of disproportionate contributions from teams with above-average net revenues, subject to certain profit-based limits (each as defined in the plan); aggregate league-wide luxury tax proceeds (100% of proceeds for the 2011-12 season, 50% of proceeds for all seasons beginning with the 2012-13 season) (see above); and, beginning with the 2012-13 season, collective league sources, if necessary. Additional amounts may also be distributed on a discretionary basis, funded by assessments on playoff ticket revenues and through collective league sources. The total amount to be distributed to recipient teams will be substantially greater than the amounts paid under the NBA revenue assistance program in effect prior to the 2011-12 season, which was subject to a league-wide aggregate maximum of $54,500 in the 2010-11 season. In turn, we anticipate that the Knicks will be required to contribute a substantially greater amount than under the prior plan. Given our expectation of continued revenue growth, we expect our revenue sharing obligations to grow as well.
We record our revenue sharing expense net of the amount we expect to receive from the escrow. The most recent NBA estimate, which is based on preliminary league and team revenue and expense estimates, indicates that the Knicks will be required to contribute approximately $9,500 in revenue sharing payments for the 2011-12 season, net of estimated escrow receipts, and substantially higher net amounts in future years. The actual amounts may vary significantly from the estimate based on actual operating results for the league and the teams for the season and other factors.
NBA Gate Assessments. The NBA also imposes on each team a 6% assessment on regular season ticket revenue and an assessment of 45% or 52.5% (plus an additional 5% to fund the discretionary revenue sharing payment described above) on playoff ticket revenue, depending on the number of home games played.
Recently Issued Accounting Pronouncements Not Yet Adopted
In May 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2011-04, Fair Value Measurement (Topic 820) — Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, which amends Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurement. The amended guidance changes the wording used to describe many requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. Additionally, the amendments clarify the FASB's intent about the application of existing fair value measurement requirements. The amendments are to be applied prospectively and early adoption is not permitted. This standard will be effective for the Company beginning in its third quarter of fiscal 2012. The Company does not expect that the adoption of this standard will have a material impact on its consolidated financial statements.
In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220) — Presentation of Comprehensive Income, which is intended to improve the overall quality of financial reporting by increasing the prominence of items reported in other comprehensive income, and to additionally align the presentation of other comprehensive income in financial statements prepared in accordance with GAAP with those prepared in accordance with International Financial Reporting Standards. An entity now has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Additionally, in December 2011, the FASB issued ASU No. 2011-12, Comprehensive Income (Topic 220) — Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU 2011-05, to indefinitely defer the effective date of the specific requirement to present items that are reclassified out of accumulated other comprehensive income to net income alongside their respective components of net income and other comprehensive income. During the deferral period, the existing requirements in GAAP for the presentation of reclassification adjustments are required to continue to be followed. These standards will be effective for the Company beginning in its first quarter of fiscal 2013 with retrospective application required. The Company believes that the adoption of these standards will result only in changes in the presentation of its financial statements and will not have a material impact on the Company's financial position, results of operations, or cash flows.
In September 2011, the FASB issued ASU No. 2011-08, Intangibles – Goodwill and Other (Topic 350) — Testing Goodwill for Impairment, which amends ASC Topic 350, Intangibles – Goodwill and Other. This new guidance permits an entity to make a
qualitative assessment of whether it is more likely than not that a reporting unit's fair value is less than its carrying amount before applying the two-step goodwill impairment test currently required under ASC Topic 350. If an entity 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, it would not need to perform the two-step impairment test for that reporting unit. Currently, under ASC Topic 350, 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. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. This standard will be effective for the Company beginning in its first quarter of fiscal 2013. Early adoption is permitted. The adoption of this standard will not have a material impact on the Company's consolidated financial statements.
In September 2011, the FASB issued ASU No. 2011-09, Compensation – Retirement Benefits – Multiemployer Plans (Subtopic 715-80) — Disclosures about an Employer's Participation in a Multiemployer Plan, which requires employers that participate in multiemployer pension plans to provide additional quantitative and qualitative disclosures in order to provide more information about an employer's involvement in multiemployer pension plans. Although the majority of the amendments in this ASU apply only to multiemployer pension plans, there are also amendments that require changes in disclosures for multiemployer plans that provide postretirement benefits other than pensions. This standard will be effective for the Company beginning in its fourth quarter of fiscal 2012. Early adoption is permitted. The Company believes that the adoption of this standard will result only in additional disclosures and will not have a material impact on the Company's financial position, results of operations, or cash flows.
|
|||
Note 4. Impairment Charges
Effective July 1, 2010 DISH Network's ("DISH") license to carry Fuse expired and effective October 1, 2010, DISH's license to carry MSG network and MSG Plus expired. These networks have not been carried by DISH since those dates. As subsequent discussions have not resulted in new carriage agreements being reached to restore DISH's carriage of any of the networks, during the three months ended December 31, 2011, the Company has made a determination that DISH has ceased to carry these networks on an other than temporary basis. Consequently, the Company's MSG Media segment recorded a pre-tax impairment charge of $3,112 during the three months ended December 31, 2011 to write-off the remaining carrying value of the affiliation agreements and affiliate relationships intangible assets associated with DISH. This pre-tax impairment charge is reflected in depreciation and amortization (including impairments) in the accompanying consolidated statements of operations for the three and six months ended December 31, 2011.
During the three months ended December 31, 2010, the Company evaluated whether or not an impairment of the deferred costs associated with the Radio City Christmas Spectacular Arena Tour (the "Arena Tour") had occurred as a result of its financial performance and the Company's decision to seek alternative uses of Arena Tour assets in connection with plans to produce shows in other venues. As a result, the Company's MSG Entertainment segment recorded a pre-tax impairment charge of $1,492 related to Arena Tour assets, which is reflected in direct operating expenses in the accompanying consolidated statements of operations for the three and six months ended December 31, 2010.
|
|||
Note 5. Team Personnel Transactions and Insurance Recoveries
Direct operating expenses in the accompanying consolidated statements of operations include net provisions for transactions relating to players on our sports teams for (i) season-ending injuries, (ii) trades and (iii) waivers and contract termination costs ("Team Personnel Transactions"). The Company's MSG Sports segment recognizes the estimated ultimate costs of these events, together with any associated NBA luxury tax attributable to Knicks' player transactions, in the period in which they occur, net of any anticipated insurance recoveries. Amounts due to such players are generally paid over their remaining contract terms. Provisions for Team Personnel Transactions amounted to $9,895 for both the three and six months ended December 31, 2011. For both the three and six months ended December 31, 2010 provisions for Team Personnel Transactions amounted to $2,350.
In addition, the Company recorded $323 and $78 in insurance recoveries related to non season-ending player injuries during the three and six months ended December 31, 2011 and 2010, respectively. The accompanying consolidated balance sheet as of December 31, 2011 includes $323 in other current assets, for team personnel-related insurance recoveries.
|
|||
Note 6. Investments
On February 4, 2011, the Company acquired approximately 3,913 shares of Live Nation Entertainment, Inc. ("Live Nation") common stock, with a fair value of approximately $41,000 as of that date. This investment is reported in the accompanying consolidated balance sheets as of December 31, 2011 and June 30, 2011 in other assets, and is classified as available-for-sale. Investments in available-for-sale securities are carried at fair market value with the unrealized gains and losses, net of tax, included in the determination of comprehensive income and reported in stockholders' equity. The fair value of the investment in Live Nation common stock as of December 31, 2011 and June 30, 2011 was $32,515 and $44,880, respectively.
|
|||
Note 7. Goodwill and Intangible Assets
The carrying amount of goodwill, by reportable segment, as of December 31, 2011 and June 30, 2011 is as follows:
|
MSG Media |
$ | 465,326 | ||
|
MSG Entertainment |
58,979 | |||
|
MSG Sports |
218,187 | |||
|
|
|
|||
| $ | 742,492 | |||
|
|
|
During the quarter ended September 30, 2011, the Company performed its annual impairment test of goodwill, and there was no impairment of goodwill identified for any of its reportable segments. Based on this impairment test, the Company's reporting units had sufficient safety margins, representing the excess of the estimated fair value of each reporting unit less its respective carrying value (including goodwill allocated to each respective reporting unit).
The Company's indefinite-lived intangible assets as of December 31, 2011 and June 30, 2011 are as follows:
|
Sports franchises (MSG Sports segment) |
$ | 96,215 | ||
|
Trademarks (MSG Entertainment segment) |
61,881 | |||
|
|
|
|||
| $ | 158,096 | |||
|
|
|
During the quarter ended September 30, 2011, the Company performed its annual impairment test of identifiable indefinite-lived intangible assets, and there was no impairment identified. Based on this impairment test, the Company's indefinite-lived intangible assets had sufficient safety margins, representing the excess of each identifiable indefinite-lived intangible asset's estimated fair value over its respective carrying value.
The Company's intangible assets subject to amortization as of December 31, 2011 and June 30, 2011 are as follows:
| As of December 31, 2011 | Gross | Accumulated Amortization |
Net | |||||||||
|
Affiliation agreements and affiliate relationships |
$ | 115,157 | $ | (53,484 | ) | $ | 61,673 | |||||
|
Season ticket holder relationships |
75,005 | (37,271 | ) | 37,734 | ||||||||
|
Suite holder relationships |
15,394 | (9,442 | ) | 5,952 | ||||||||
|
Broadcast rights |
15,209 | (14,230 | ) | 979 | ||||||||
|
Other intangibles |
17,743 | (13,984 | ) | 3,759 | ||||||||
|
|
|
|
|
|
|
|||||||
| $ | 238,508 | $ | (128,411 | ) | $ | 110,097 | ||||||
|
|
|
|
|
|
|
|||||||
| As of June 30, 2011 | Gross | Accumulated Amortization |
Net | |||||||||
|
Affiliation agreements and affiliate relationships |
$ | 120,536 | $ | (52,295 | ) | $ | 68,241 | |||||
|
Season ticket holder relationships |
75,005 | (34,547 | ) | 40,458 | ||||||||
|
Suite holder relationships |
15,394 | (8,743 | ) | 6,651 | ||||||||
|
Broadcast rights |
15,209 | (13,468 | ) | 1,741 | ||||||||
|
Other intangibles |
17,743 | (13,040 | ) | 4,703 | ||||||||
|
|
|
|
|
|
|
|||||||
| $ | 243,887 | $ | (122,093 | ) | $ | 121,794 | ||||||
|
|
|
|
|
|
|
|||||||
Amortization expense was $7,392 and $4,305 for the three months ended December 31, 2011 and 2010, respectively. For the six months ended December 31, 2011 and 2010 amortization expense was $11,697 and $8,610, respectively. Amortization expense for the three and six months ended December 31, 2011 includes a pre-tax impairment charge of $3,112, which reflects the write-off of the remaining carrying value of certain intangible assets associated with DISH (See Note 4).
|
|||
Note 8. Property and Equipment
As of December 31, 2011 and June 30, 2011, property and equipment (including equipment under capital leases) consisted of the following assets:
| December 31, 2011 |
June 30, 2011 |
|||||||
|
Land |
$ | 67,921 | $ | 67,921 | ||||
|
Buildings |
555,595 | 203,142 | ||||||
|
Equipment |
313,516 | 243,805 | ||||||
|
Aircraft |
42,961 | 42,961 | ||||||
|
Furniture and fixtures |
42,153 | 17,337 | ||||||
|
Leasehold improvements |
147,223 | 144,469 | ||||||
|
Construction in progress |
149,227 | 295,347 | ||||||
|
|
|
|
|
|||||
| 1,318,596 | 1,014,982 | |||||||
|
Less accumulated depreciation and amortization |
(434,859 | ) | (407,190 | ) | ||||
|
|
|
|
|
|||||
| $ | 883,737 | $ | 607,792 | |||||
|
|
|
|
|
|||||
Depreciable and amortizable assets are depreciated or amortized on a straight-line basis over their estimated useful lives.Depreciation is being accelerated for The Garden assets that are being removed as a result of the Transformation. Depreciation and amortization expense on property and equipment (including equipment under capital leases) amounted to $16,702 and $9,843 for the three months ended December 31, 2011 and 2010, respectively. Depreciation and amortization expense on property and equipment (including equipment under capital leases) amounted to $28,761 and $19,037 for the six months ended December 31, 2011 and 2010, respectively.
Construction in progress primarily relates to the Transformation.
The Company has recorded asset retirement obligations related to the Transformation. The asset retirement obligations have been recorded in accordance with ASC 410, which requires companies to recognize an obligation along with an offsetting increase to the carrying value of the related property and equipment when an obligation exists to perform remediation efforts and its fair value is reasonably estimable. This obligation was necessitated by the Transformation.The changes in the carrying amount of asset retirement obligations for the six months ended December 31, 2011 are as follows:
|
Balance as of June 30, 2011 |
$ | 32,907 | ||
|
Accretion expense |
7 | |||
|
Payments |
(8,255 | ) | ||
|
|
|
|||
|
Balance as of December 31, 2011 |
$ | 24,659 | ||
|
|
|
As of December 31, 2011 and June 30, 2011, $24,464 and $32,719, respectively, of the total asset retirement obligations were recorded in other accrued liabilities, with the remaining balances recorded in other liabilities, in the accompanying consolidated balance sheets.
|
|||
Note 9. Debt
Total debt of the Company consists of the following:
| December 31, 2011 |
June 30, 2011 |
|||||||
|
Revolving Credit Facility |
$ | — | $ | — | ||||
|
NBA loans |
4,236 | — | ||||||
|
Related party capital lease obligations (a) |
3,503 | 4,225 | ||||||
|
|
|
|
|
|||||
|
Total |
$ | 7,739 | $ | 4,225 | ||||
|
|
|
|
|
|||||
| (a) | Classified in other accrued liabilities and other liabilities in the accompanying consolidated balance sheets. |
Revolving Credit Facility
On January 28, 2010, MSG L.P. and certain of its subsidiaries entered into a credit agreement with a syndicate of lenders providing for a new senior secured revolving credit facility of up to $375,000 with a term of five years (the "Revolving Credit Facility"). The Revolving Credit Facility contains certain customary representations and warranties, affirmative covenants and events of default. The Revolving Credit Facility requires MSG L.P. to comply with the following financial covenants: (i) a maximum total secured leverage ratio of 3.50:1.00 and (ii) a maximum total leverage ratio of 6.00:1.00. In addition, there is a minimum interest coverage ratio of 2.50:1.00 for the Company. As of December 31, 2011, the Company was in compliance with the financial covenants in the Revolving Credit Facility. The proceeds of borrowings under the Revolving Credit Facility are available for working capital and capital expenditures, including, but not limited to, the Transformation, and for general corporate purposes. All borrowings under the Revolving Credit Facility are subject to the satisfaction of customary conditions, including covenant compliance, absence of a default and accuracy of representations and warranties. As of December 31, 2011, there was $7,000 in letters of credit issued and outstanding under the Revolving Credit Facility. Available borrowing capacity under the Revolving Credit Facility as of December 31, 2011 was $368,000.
NBA Loans
The NBA's previously negotiated multi-year national rights contracts with two broadcast providers include provisions which generally allow for the continued monthly payment to each NBA team of annual rights fees during a work stoppage. Rights fees paid during the work stoppage are considered loans by the NBA to be repaid to the broadcast providers as reductions to rights fees through 2016. The Knicks received such payments while the 2011-2012 NBA season was delayed due to the CBA negotiation. One loan is non-interest bearing while the other loan bears interest compounded quarterly at the U.S. Prime Rate. The loans are repayable in advance at the team's option.
As of December 31, 2011, $3,336 of the NBA loans outstanding balance was recorded in other liabilities, with the remaining balance recorded in other accrued liabilities in the accompanying consolidated balance sheet.
|
|||
Note 10. Commitments and Contingencies
Commitments
As more fully described in Notes 10 and 11 to the consolidated financial statements of the Company included in the Company's Transition Report on Form 10-K/T for the six month transition period ended June 30, 2011, the Company's commitments primarily consist of the MSG Media segment's obligations related to professional team rights, acquired under license agreements, to telecast certain live sporting events, the MSG Sports segment's obligations under employment agreements that the Company has with its professional sports teams' personnel, long-term noncancelable operating lease agreements for entertainment venues and office and storage space, and minimum purchase requirements. These arrangements result from the Company's normal course of business and represent obligations that may be payable over several years.
Legal Matters
The Company is a defendant in various lawsuits. Although the outcome of these matters cannot be predicted with certainty, management does not believe that resolution of these lawsuits will have a material adverse effect on the Company.
|
|||
Note 11. Fair Value Measurements
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity's pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels:
| |
Level I — Quoted prices for identical instruments in active markets. |
| |
Level II — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. |
| |
Level III — Instruments whose significant value drivers are unobservable. |
The following table presents for each of these hierarchy levels, the Company's assets that are measured at fair value on a recurring basis:
| Level I | Level II | Level III | Total | |||||||||||||
|
December 31, 2011 |
||||||||||||||||
|
Assets: |
||||||||||||||||
|
Money market accounts |
$ | 122,268 | $ | — | $ | — | $ | 122,268 | ||||||||
|
Time deposits |
90,298 | — | — | 90,298 | ||||||||||||
|
Available-for-sale securities (in Other assets) |
32,515 | — | — | 32,515 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total assets measured at fair value |
$ | 245,081 | $ | — | $ | — | $ | 245,081 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
June 30, 2011 |
||||||||||||||||
|
Assets: |
||||||||||||||||
|
Money market accounts |
$ | 223,750 | $ | — | $ | — | $ | 223,750 | ||||||||
|
Time deposits |
75,147 | — | — | 75,147 | ||||||||||||
|
Available-for-sale securities (in Other assets) |
44,880 | — | — | 44,880 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total assets measured at fair value |
$ | 343,777 | $ | — | $ | — | $ | 343,777 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Money market accounts and time deposits
Money market accounts and time deposits are classified within Level 1 of the fair value hierarchy as they are valued using observable inputs that reflect quoted prices for identical assets in active markets. The carrying amount of the Company's money market accounts and time deposits approximates fair value due to their short-term maturities.
Available-for-sale securities (in Other assets)
The available-for-sale securities category includes available-for-sale marketable equity securities, whose fair value is determined using quoted market prices. Such items are classified in Level 1 (See Note 6).
|
|||
Note 12. Accumulated Other Comprehensive Income (Loss)
The following table details the components of accumulated other comprehensive income (loss):
| Pension Plans and Postretirement Plan |
Unrealized Income (Loss) on Available-for-sale Securities |
Accumulated Other Comprehensive Income (Loss) |
||||||||||
|
Balance at June 30, 2011 |
$ | (17,441 | ) | $ | 2,208 | $ | (15,233 | ) | ||||
|
Other comprehensive income (loss) (a) |
937 | (12,365 | ) | (11,428 | ) | |||||||
|
Tax benefit (expense) |
(398 | ) | 5,254 | 4,856 | ||||||||
|
|
|
|
|
|
|
|||||||
|
Balance at December 31, 2011 |
$ | (16,902 | ) | $ | (4,903 | ) | $ | (21,805 | ) | |||
|
|
|
|
|
|
|
|||||||
|
Balance at June 30, 2010 |
$ | (15,640 | ) | $ | — | $ | (15,640 | ) | ||||
|
Other comprehensive loss (a) |
(6,838 | ) | — | (6,838 | ) | |||||||
|
Adjustment related to the transfer of liabilities from Cablevision in connection with certain pension plans as a result of the Distribution |
69 | — | 69 | |||||||||
|
Tax benefit |
2,922 | — | 2,922 | |||||||||
|
|
|
|
|
|
|
|||||||
|
Balance at December 31, 2010 |
$ | (19,487 | ) | $ | — | $ | (19,487 | ) | ||||
|
|
|
|
|
|
|
|||||||
| (a) |
Other comprehensive income (loss) related to Pension Plans and Postretirement Plan (as defined below) for the six months ended December 31, 2011 and 2010 includes recognized actuarial net loss and amortization of prior service cost (credit) included in net periodic benefit cost during each respective period. In addition, other comprehensive loss related to Pension Plans and Postretirement Plan for the six months ended December 31, 2010 includes an actuarial loss of $7,942. |
|
|||
Note 13. Pension Plans and Other Postretirement Benefit Plan
The Company sponsors a non-contributory qualified cash balance retirement plan (the "Cash Balance Pension Plan") and an unfunded non-contributory non-qualified excess cash balance plan (collectively, the "MSG Cash Balance Plans"). In addition, the Company sponsors two non-contributory qualified defined benefit pension plans covering certain of its union employees ("Union Plans"). Benefits payable to retirees under the Union Plans are based upon years of service and, for one plan, participants' compensation.
The Company sponsored a non-contributory qualified defined benefit pension plan covering its non-union employees hired prior to January 1, 2001 (the "Retirement Plan") and sponsors an unfunded non-contributory non-qualified defined benefit pension plan for the benefit of certain employees who participate in the underlying qualified plan (the "Excess Plan"). As of December 31, 2007, both the Retirement Plan and Excess Plan were amended to freeze all benefits earned through December 31, 2007 and to eliminate the ability of participants to earn benefits for future service under these plans. On March 1, 2011, the Company merged the Retirement Plan into the Cash Balance Pension Plan, effectively combining the plan assets and liabilities of the respective plans. In connection with this merger, the respective benefit formulas of the plans were not amended. Effective March 1, 2011, the Retirement Plan no longer exists as a stand-alone plan and is part of the Cash Balance Pension Plan.
The Excess Plan, Union Plans, MSG Cash Balance Plans and Retirement Plan are collectively referred to as the "Pension Plans."
The Company also sponsors a contributory welfare plan which provides certain postretirement healthcare benefits to certain employees hired prior to January 1, 2001 and their dependents who are eligible for early or normal retirement under the Retirement Plan (or effective March 1, 2011, eligible to commence receipt of such early or normal Retirement Plan benefits under the Cash Balance Pension Plan), as well as certain union employees ("Postretirement Plan").
Components of net periodic benefit cost for the Company's Pension Plans and Postretirement Plan for the three and six months ended December 31, 2011 and 2010 are as follows:
| Pension Plans | Postretirement Plan | |||||||||||||||
| Three Months Ended December 31, |
Three Months Ended December 31, |
|||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
|
Service cost |
$ | 1,640 | $ | 1,519 | $ | 45 | $ | 50 | ||||||||
|
Interest cost |
1,724 | 1,587 | 76 | 85 | ||||||||||||
|
Expected return on plan assets |
(652 | ) | (404 | ) | — | — | ||||||||||
|
Recognized actuarial loss (gain) |
511 | 562 | (11 | ) | (19 | ) | ||||||||||
|
Amortization of unrecognized prior service cost (credit) |
7 | 7 | (55 | ) | (33 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Net periodic benefit cost |
$ | 3,230 | $ | 3,271 | $ | 55 | $ | 83 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Pension Plans | Postretirement Plan | |||||||||||||||
| Six Months Ended December 31, |
Six Months Ended December 31, |
|||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
|
Service cost |
$ | 3,279 | $ | 3,350 | $ | 107 | $ | 90 | ||||||||
|
Interest cost |
3,448 | 3,095 | 180 | 162 | ||||||||||||
|
Expected return on plan assets |
(1,303 | ) | (955 | ) | — | — | ||||||||||
|
Recognized actuarial loss (gain) |
1,023 | 1,188 | (11 | ) | (48 | ) | ||||||||||
|
Amortization of unrecognized prior service cost (credit) |
13 | 11 | (88 | ) | (66 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Net periodic benefit cost |
$ | 6,460 | $ | 6,689 | $ | 188 | $ | 138 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
In addition, Cablevision sponsors qualified and non-qualified savings plans (the "Cablevision Savings Plans") in which employees of the Company continued to participate for a period of time after the Distribution until such time that the Company established its own savings plans. The Company made matching cash contributions on behalf of its employees to the Cablevision Savings Plans in accordance with the terms of those plans. Effective February 1, 2011, the Company established the MSG Holdings, L.P. 401(k) Savings Plan and the MSG Holdings, L.P. Excess Savings Plan (the "MSG Savings Plans"). As of February 1, 2011, employees of the Company who were eligible participants have ceased participation in the Cablevision Savings Plans and participate in the MSG Savings Plans. Expenses related to the MSG Savings Plans included in the accompanying consolidated statements of operations were $652 and $1,434 for the three and six months ended December 31, 2011, respectively. Expenses related to the Cablevision Savings Plans included in the accompanying consolidated statements of operations totaled $632 and $1,395 for the three and six months ended December 31, 2010, respectively.
|
|||
Note 15. Related Party Transactions
Members of the Dolan family, including trusts for the benefit of the Dolan family, collectively own all of the Company's outstanding Class B Common Stock and own approximately 3% of the Company's outstanding Class A Common Stock. Such shares of the Company's Class A Common Stock and Class B Common Stock, collectively, represent approximately 70% of the aggregate voting power of the Company's outstanding common stock. Members of the Dolan family are also the controlling stockholders of both Cablevision and AMC Networks Inc.
In connection with the Distribution, the Company entered into various agreements with Cablevision, such as a distribution agreement, a tax disaffiliation agreement, a transition services agreement, an employee matters agreement and certain related party arrangements. These agreements govern certain of the Company's relationships with Cablevision subsequent to the Distribution and provide for the allocation of employee benefits, taxes and certain other liabilities and obligations attributable to periods prior to the Distribution. These agreements also include arrangements with respect to transition services and a number of on-going commercial relationships. The distribution agreement includes an agreement that the Company and Cablevision agree to provide each other with indemnities with respect to liabilities arising out of the businesses Cablevision transferred to the Company.
The Company recognizes revenue from the distribution of programming services to subsidiaries of Cablevision. Cablevision pays the Company for advertising in connection with signage at events, sponsorships and media advertisements. Revenues from related parties amounted to $41,537 and $41,491 for the three months ended December 31, 2011 and 2010, respectively. Revenues from related parties amounted to $81,495 and $81,124 for the six months ended December 31, 2011 and 2010, respectively.
AMC Networks Inc. provides certain origination, master control and post production services to the Company. Amounts charged to the Company by AMC Networks Inc. for origination, master control and post production services amounted to $2,531 and $2,319 for the three months ended December 31, 2011 and 2010, respectively, and $4,978 and $4,537 for the six months ended December 31, 2011 and 2010, respectively.
In addition, the Company and its related parties routinely enter into transactions with each other in the ordinary course of business. Amounts charged to the Company pursuant to the transition services agreement and for other transactions with its related parties amounted to $3,638 and $4,428 for the three months ended December 31, 2011 and 2010, respectively, and $6,107 and $7,408 for the six months ended December 31, 2011 and 2010, respectively.
Other
See Note 9 for information on the Company's capital lease obligations due to a related party.
See Note 13 for discussion of the participation of Company employees in Cablevision sponsored retirement benefit plans.
|
|||
Note 16. Income Taxes
Income tax expense for the three and six months ended December 31, 2011 was $21,026 and $24,899, respectively. The effective tax rate for the three months ended December 31, 2011 of 45.1% was higher than the U.S. federal statutory rate primarily due to state income taxes and the impact of nondeductible expenses partially offset by the tax benefit resulting from the domestic production activities deduction. The effective tax rate for the six months ended December 31, 2011 of 34.7% approximated the U.S. federal statutory rate as the impacts of state income taxes and nondeductible expenses were offset by the reduction in the state income tax expense recorded in connection with the filing of the Company's 2010 income tax returns and the tax benefit resulting from the domestic production activities deduction.
Income tax expense for the three and six months ended December 31, 2010 was $19,463 and $26,285, respectively. The effective tax rate for the three months ended December 31, 2010 of 37.3% was higher than the U.S. federal statutory rate primarily due to state income taxes and the impact of nondeductible expenses partially offset by the tax benefit resulting from the domestic production activities deduction. The effective tax rate for the six months ended December 31, 2010 of 33.6% was lower than the U.S. federal statutory rate primarily due to the reduction in the state income tax expense recorded in connection with the filing of the Company's 2009 income tax returns and the tax benefit resulting from the domestic production activities deduction, which were partially offset by state income taxes and the impact of nondeductible expenses.
|
|||
Note 17. Segment Information
The Company classifies its business interests into three reportable segments which are MSG Media, MSG Entertainment and MSG Sports. The Company allocates certain corporate costs to all of its reportable segments. In addition, the Company allocates its venue operating expenses to its MSG Entertainment and MSG Sports segments. Venue operating expenses include the non-event related costs of operating the Company's venues, and includes such costs as rent, real estate taxes, insurance, utilities, repairs and maintenance and labor related to the overall management of the venues. Depreciation expense related to The Garden and The Theater at Madison Square Garden is not allocated to the reportable segments and is recognized in "All other."
The Company conducts a significant portion of its operations at venues that it either owns or operates under long-term leases. The Company owns The Garden and The Theater at Madison Square Garden in New York City, as well as The Chicago Theatre in Chicago. It leases Radio City Music Hall and the Beacon Theatre in New York City. The Company also has a booking agreement with respect to the Wang Theatre in Boston.
The Company evaluates segment performance based on several factors, of which the key financial measure is their operating income (loss) before (i) depreciation, amortization and impairments of property and equipment and intangible assets, (ii) share-based compensation expense or benefit and (iii) restructuring charges or credits, which is referred to as adjusted operating cash flow ("AOCF"), a non-GAAP measure. The Company has presented the components that reconcile AOCF to operating income (loss), an accepted GAAP measure. Information as to the operations of the Company's reportable segments is set forth below.
| Three Months Ended December 31, |
Six Months Ended December 31, |
|||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
|
Revenues |
||||||||||||||||
|
MSG Media |
$ | 142,408 | $ | 144,105 | $ | 281,038 | $ | 277,539 | ||||||||
|
MSG Entertainment |
151,224 | 177,530 | 178,826 | 215,714 | ||||||||||||
|
MSG Sports |
88,622 | 128,732 | 117,436 | 165,637 | ||||||||||||
|
Inter-segment eliminations (a) |
(9,247 | ) | (17,693 | ) | (26,654 | ) | (35,386 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | 373,007 | $ | 432,674 | $ | 550,646 | $ | 623,504 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (a) |
Primarily represents local media rights recognized by the Company's MSG Sports segment from the licensing of team related programming to the Company's MSG Media segment which are eliminated in consolidation. Local media rights are generally recognized on a straight-line basis over the fiscal year, with the exception of the three months ended December 31, 2011 as a result of the overall reduction in the number of events exclusively available to MSG Networks in that quarter. |
| Three Months Ended December 31, |
Six Months Ended December 31, |
|||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
|
Inter-segment revenues |
||||||||||||||||
|
MSG Entertainment |
$ | 22 | $ | 26 | $ | 42 | $ | 52 | ||||||||
|
MSG Sports |
9,225 | 17,667 | 26,612 | 35,334 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | 9,247 | $ | 17,693 | $ | 26,654 | $ | 35,386 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Reconciliation (by Segment and in Total) of AOCF to Operating Income (Loss)
| Three Months Ended December 31, |
Six Months Ended December 31, |
|||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
|
AOCF |
||||||||||||||||
|
MSG Media |
$ | 63,555 | $ | 51,709 | $ | 127,371 | $ | 107,375 | ||||||||
|
MSG Entertainment |
37,173 | 18,148 | 23,381 | 7,218 | ||||||||||||
|
MSG Sports |
(19,920 | ) | 3,198 | (20,383 | ) | 4,757 | ||||||||||
|
All other (a) |
(1,661 | ) | (3,495 | ) | (5,146 | ) | (7,531 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | 79,147 | $ | 69,560 | $ | 125,223 | $ | 111,819 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Three Months Ended December 31, |
Six Months Ended December 31, |
|||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
|
Depreciation and amortization (including impairments) |
||||||||||||||||
|
MSG Media |
$ | 8,604 | $ | 4,266 | $ | 14,155 | $ | 8,696 | ||||||||
|
MSG Entertainment |
2,558 | 2,535 | 4,908 | 4,839 | ||||||||||||
|
MSG Sports |
2,731 | 2,974 | 5,467 | 5,595 | ||||||||||||
|
All other (b) |
10,201 | 4,373 | 15,928 | 8,517 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | 24,094 | $ | 14,148 | $ | 40,458 | $ | 27,647 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Three Months Ended December 31, |
Six Months Ended December 31, |
|||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
|
Share-based compensation expense |
||||||||||||||||
|
MSG Media |
$ | 1,823 | $ | 790 | $ | 2,924 | $ | 1,744 | ||||||||
|
MSG Entertainment |
1,631 | 1,120 | 2,702 | 1,822 | ||||||||||||
|
MSG Sports |
1,557 | 826 | 2,480 | 1,467 | ||||||||||||
|
All other |
2,086 | 236 | 2,340 | 441 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | 7,097 | $ | 2,972 | $ | 10,446 | $ | 5,474 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Three Months Ended December 31, |
Six Months Ended December 31, |
|||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
|
Operating income (loss) |
||||||||||||||||
|
MSG Media |
$ | 53,128 | $ | 46,653 | $ | 110,292 | $ | 96,935 | ||||||||
|
MSG Entertainment |
32,984 | 14,493 | 15,771 | 557 | ||||||||||||
|
MSG Sports |
(24,208 | ) | (602 | ) | (28,330 | ) | (2,305 | ) | ||||||||
|
All other |
(13,948 | ) | (8,104 | ) | (23,414 | ) | (16,489 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | 47,956 | $ | 52,440 | $ | 74,319 | $ | 78,698 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
A reconciliation of reportable segment operating income to the Company's consolidated income from operations before income taxes is as follows:
| Three Months Ended December 31, |
Six Months Ended December 31, |
|||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
|
Total operating income for reportable segments |
$ | 61,904 | $ | 60,544 | $ | 97,733 | $ | 95,187 | ||||||||
|
Other operating loss |
(13,948 | ) | (8,104 | ) | (23,414 | ) | (16,489 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Operating income |
47,956 | 52,440 | 74,319 | 78,698 | ||||||||||||
|
Items excluded from operating income: |
||||||||||||||||
|
Interest income |
580 | 648 | 1,127 | 1,267 | ||||||||||||
|
Interest expense |
(1,891 | ) | (1,777 | ) | (3,640 | ) | (3,618 | ) | ||||||||
|
Miscellaneous income |
— | 874 | — | 1,924 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Income from operations before income taxes |
$ | 46,645 | $ | 52,185 | $ | 71,806 | $ | 78,271 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Three Months Ended December 31, |
Six Months Ended December 31, |
|||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
|
Capital expenditures |
||||||||||||||||
|
MSG Media |
$ | 1,905 | $ | 5,148 | $ | 3,074 | $ | 11,043 | ||||||||
|
MSG Entertainment |
1,075 | 2,511 | 1,926 | 3,884 | ||||||||||||
|
MSG Sports |
691 | 494 | 954 | 729 | ||||||||||||
|
All other (c) |
116,777 | 51,686 | 259,917 | 77,676 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | 120,448 | $ | 59,839 | $ | 265,871 | $ | 93,332 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (a) |
Consists of unallocated corporate general and administrative costs. The results for the six months ended December 31, 2011 reflect changes made by the Company to include approximately $2,000 of certain costs in our reportable segment results that were previously not allocated. We believe these costs are more appropriately reflected in our reportable segment results. These changes were not material to our reportable segment results. |
| (b) |
Includes depreciation and amortization expense on The Garden and The Theater at Madison Square Garden and certain corporate property, equipment and leasehold improvement assets not allocated to the Company's reportable segments. |
| (c) |
Consists principally of capital expenditures associated with the Transformation. |
Substantially all revenues and assets of the Company's reportable segments are attributed to or located in the United States and are primarily concentrated in the New York metropolitan area.
|
|||
Note 18. Concentration of Risk
In connection with our license agreement with the New Jersey Devils, the Company has approximately $43,000 and $2,000 recorded in other assets and other current assets, respectively, in the accompanying consolidated balance sheets as of December 31, 2011 and June 30, 2011.
|
|||
Unaudited Interim Financial Statements
The accompanying interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") for interim financial information and the instructions to Rule 10-01 of Regulation S-X, and should be read in conjunction with the Company's Transition Report on Form 10-K/T for the six month transition period ended June 30, 2011. The financial statements as of December 31, 2011 and for the three and six months ended December 31, 2011 and 2010 presented in this Quarterly Report on Form 10-Q are unaudited; however, in the opinion of management such financial statements reflect all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods presented. The results of operations for the periods presented are not necessarily indicative of the results that might be expected for future interim periods or for the full year. The dependence of the MSG Sports segment on revenues from its NBA and NHL sports teams generally means it earns a disproportionate share of its revenues in the second and third quarters of our fiscal year (see Note 2 for a discussion of the new NBA collective bargaining agreement ("CBA") and revenue sharing arrangements, as well as the NBA work stoppage). The dependence of the MSG Entertainment segment on revenues from the Radio City Christmas Spectacular generally means it earns a disproportionate share of its revenues and operating income in the second quarter of our fiscal year. In addition, the off-season shutdown of The Garden and The Theater at Madison Square Garden due to the comprehensive transformation of The Garden into a state-of-the-art arena (the "Transformation") has impacted the Company's financial results in the fourth quarter of our 2011 fiscal year and the first quarter of our 2012 fiscal year, and we anticipate similar impacts in those same periods during the planned off-season shutdowns of The Garden and The Theater at Madison Square Garden in the 2012 and 2013 calendar years.
|
|||
Principles of Consolidation
The consolidated financial statements of the Company include the accounts of The Madison Square Garden Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
Change in Accounting Principle
Effective July 1, 2011, the Company changed the date of its annual impairment test for goodwill from February 28th to August 31st. This change was made in connection with the change in the Company's fiscal year-end from December 31st to June 30th. This change in the annual impairment test date coincides with the timing of when the Company prepares its annual budget and financial plans. These financial plans are a key component in estimating the fair value of the Company's reporting units, which is the basis for performing its annual impairment test. The Company believes that the change in its annual impairment test date is preferable as it allows the Company to utilize its most current projections in the annual impairment test.
Use of Estimates
The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of accounts receivable, goodwill, intangible assets, other long-lived assets, tax accruals and other liabilities. In addition, estimates are used in revenue recognition, revenue sharing expense (net of escrow), income tax expense, performance and share-based compensation, depreciation and amortization, and the allowance for losses. Management believes its use of estimates in the consolidated financial statements to be reasonable.
Management evaluates its estimates on an ongoing basis using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management's best judgment at a point in time and as such these estimates may ultimately differ from actual results. Changes in estimates resulting from weakness in the economic environment or other factors beyond the Company's control could be material and would be reflected in the Company's financial statements in future periods.
New NBA CBA and Revenue Sharing Arrangements
The predecessor NBA CBA expired June 30, 2011, and effective July 1, 2011, the NBA declared a lockout of NBA players. In December 2011, the NBA and the National Basketball Players Association ("NBPA") entered into a new CBA and the NBA Board of Governors adopted a new revenue sharing plan. The delay in reaching an agreement with the NBPA on the terms of a new CBA delayed the start of the 2011-12 NBA regular season by approximately two months until December 25, 2011. The Company's results of operations for the three and six months ended December 31, 2011 were negatively impacted by the NBA work stoppage. Set forth below is a summary of the principal aspects of the new NBA CBA and revenue sharing plan.
NBA CBA. The new NBA CBA was entered into in December 2011 and expires after the 2020-21 season (although the NBA and NBPA each has the right to terminate the CBA following the 2016-17 season). The NBA CBA contains a "soft" salary cap (i.e., a cap on each team's aggregate player salaries but with certain exceptions that enable teams to pay more, sometimes substantially more, than the cap).
NBA Luxury Tax. Amounts in this paragraph are in thousands, except for luxury tax rates. The NBA CBA provides for a luxury tax that is applicable to all teams with aggregate player salaries exceeding a threshold that is set prior to each season based upon projected league-wide revenues (as defined under the CBA). A team's luxury tax for the 2011-12 and 2012-13 seasons will continue to be generally equal to the amount by which the team's aggregate player salaries exceed such threshold. Beginning with the 2013-14 season, the tax rates for teams with aggregate player salaries above such threshold will start at $1.50 for each $1.00 of team salary above the threshold up to $5,000 and scale up to $3.25 for each $1.00 of team salary that is from $15,000 to $20,000 over the threshold, and an additional tax rate increment of $0.50 applies for each additional $5,000 (or part thereof) of team salary in excess of $20,000 over the threshold. In addition, for teams that are taxpayers in at least four of any five seasons beginning in 2011-12, the above tax rates are increased by $1.00 for each increment. For the 2011-12 season, 100% of the aggregate luxury tax payments collected by the league will be used as a funding source for the revenue sharing plan described below; beginning with the 2012-13 season, 50% of such payments will be used as a funding source for the revenue sharing plan and the remaining 50% of such payments will be distributed in equal shares to non-taxpaying teams. As of December 31, 2011, we do not project the Knicks to be a luxury tax payer for the 2011-12 season.
NBA Escrow System/Revenue Sharing. The NBA CBA also provides that players collectively receive a designated percentage of league-wide revenues as compensation (approximately 51% in the 2011-12 season and approximately 50% thereafter), and the teams retain the remainder. The percentage of league-wide revenues paid as compensation and retained by the teams does not apply evenly across all teams and accordingly we may pay our players a higher or lower portion of our revenues than other NBA teams. Throughout each season, NBA teams withhold 10% of each player's salary and contribute the withheld amounts to an escrow account. If the league's aggregate player compensation exceeds the designated percentage of league-wide revenues, some or all of such escrowed amounts are distributed equally to all NBA teams. In the event that the league's aggregate player compensation is below the designated percentage of league-wide revenues, the teams will remit the shortfall to the NBPA for distribution to the players.
The NBA has also instituted a revenue sharing plan that, beginning in the 2011-12 season, generally requires the distribution of a pool of funds to teams with below-average net revenues (as defined in the plan), subject to reduction or elimination based on individual team market size and profitability. The plan will be funded by a combination of disproportionate contributions from teams with above-average net revenues, subject to certain profit-based limits (each as defined in the plan); aggregate league-wide luxury tax proceeds (100% of proceeds for the 2011-12 season, 50% of proceeds for all seasons beginning with the 2012-13 season) (see above); and, beginning with the 2012-13 season, collective league sources, if necessary. Additional amounts may also be distributed on a discretionary basis, funded by assessments on playoff ticket revenues and through collective league sources. The total amount to be distributed to recipient teams will be substantially greater than the amounts paid under the NBA revenue assistance program in effect prior to the 2011-12 season, which was subject to a league-wide aggregate maximum of $54,500 in the 2010-11 season. In turn, we anticipate that the Knicks will be required to contribute a substantially greater amount than under the prior plan. Given our expectation of continued revenue growth, we expect our revenue sharing obligations to grow as well.
We record our revenue sharing expense net of the amount we expect to receive from the escrow. The most recent NBA estimate, which is based on preliminary league and team revenue and expense estimates, indicates that the Knicks will be required to contribute approximately $9,500 in revenue sharing payments for the 2011-12 season, net of estimated escrow receipts, and substantially higher net amounts in future years. The actual amounts may vary significantly from the estimate based on actual operating results for the league and the teams for the season and other factors.
NBA Gate Assessments. The NBA also imposes on each team a 6% assessment on regular season ticket revenue and an assessment of 45% or 52.5% (plus an additional 5% to fund the discretionary revenue sharing payment described above) on playoff ticket revenue, depending on the number of home games played.
|
|
|||
|
|||
|
MSG Media |
$ | 465,326 | ||
|
MSG Entertainment |
58,979 | |||
|
MSG Sports |
218,187 | |||
|
|
|
|||
| $ | 742,492 | |||
|
|
|
|
Sports franchises (MSG Sports segment) |
$ | 96,215 | ||
|
Trademarks (MSG Entertainment segment) |
61,881 | |||
|
|
|
|||
| $ | 158,096 | |||
|
|
|
| As of December 31, 2011 | Gross | Accumulated Amortization |
Net | |||||||||
|
Affiliation agreements and affiliate relationships |
$ | 115,157 | $ | (53,484 | ) | $ | 61,673 | |||||
|
Season ticket holder relationships |
75,005 | (37,271 | ) | 37,734 | ||||||||
|
Suite holder relationships |
15,394 | (9,442 | ) | 5,952 | ||||||||
|
Broadcast rights |
15,209 | (14,230 | ) | 979 | ||||||||
|
Other intangibles |
17,743 | (13,984 | ) | 3,759 | ||||||||
|
|
|
|
|
|
|
|||||||
| $ | 238,508 | $ | (128,411 | ) | $ | 110,097 | ||||||
|
|
|
|
|
|
|
|||||||
| As of June 30, 2011 | Gross | Accumulated Amortization |
Net | |||||||||
|
Affiliation agreements and affiliate relationships |
$ | 120,536 | $ | (52,295 | ) | $ | 68,241 | |||||
|
Season ticket holder relationships |
75,005 | (34,547 | ) | 40,458 | ||||||||
|
Suite holder relationships |
15,394 | (8,743 | ) | 6,651 | ||||||||
|
Broadcast rights |
15,209 | (13,468 | ) | 1,741 | ||||||||
|
Other intangibles |
17,743 | (13,040 | ) | 4,703 | ||||||||
|
|
|
|
|
|
|
|||||||
| $ | 243,887 | $ | (122,093 | ) | $ | 121,794 | ||||||
|
|
|
|
|
|
|
|||||||
|
|||
| December 31, 2011 |
June 30, 2011 |
|||||||
|
Land |
$ | 67,921 | $ | 67,921 | ||||
|
Buildings |
555,595 | 203,142 | ||||||
|
Equipment |
313,516 | 243,805 | ||||||
|
Aircraft |
42,961 | 42,961 | ||||||
|
Furniture and fixtures |
42,153 | 17,337 | ||||||
|
Leasehold improvements |
147,223 | 144,469 | ||||||
|
Construction in progress |
149,227 | 295,347 | ||||||
|
|
|
|
|
|||||
| 1,318,596 | 1,014,982 | |||||||
|
Less accumulated depreciation and amortization |
(434,859 | ) | (407,190 | ) | ||||
|
|
|
|
|
|||||
| $ | 883,737 | $ | 607,792 | |||||
|
|
|
|
|
|||||
|
Balance as of June 30, 2011 |
$ | 32,907 | ||
|
Accretion expense |
7 | |||
|
Payments |
(8,255 | ) | ||
|
|
|
|||
|
Balance as of December 31, 2011 |
$ | 24,659 | ||
|
|
|
|
|||
| December 31, 2011 |
June 30, 2011 |
|||||||
|
Revolving Credit Facility |
$ | — | $ | — | ||||
|
NBA loans |
4,236 | — | ||||||
|
Related party capital lease obligations (a) |
3,503 | 4,225 | ||||||
|
|
|
|
|
|||||
|
Total |
$ | 7,739 | $ | 4,225 | ||||
|
|
|
|
|
|||||
| (a) | Classified in other accrued liabilities and other liabilities in the accompanying consolidated balance sheets. |
|
|||
| Level I | Level II | Level III | Total | |||||||||||||
|
December 31, 2011 |
||||||||||||||||
|
Assets: |
||||||||||||||||
|
Money market accounts |
$ | 122,268 | $ | — | $ | — | $ | 122,268 | ||||||||
|
Time deposits |
90,298 | — | — | 90,298 | ||||||||||||
|
Available-for-sale securities (in Other assets) |
32,515 | — | — | 32,515 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total assets measured at fair value |
$ | 245,081 | $ | — | $ | — | $ | 245,081 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
June 30, 2011 |
||||||||||||||||
|
Assets: |
||||||||||||||||
|
Money market accounts |
$ | 223,750 | $ | — | $ | — | $ | 223,750 | ||||||||
|
Time deposits |
75,147 | — | — | 75,147 | ||||||||||||
|
Available-for-sale securities (in Other assets) |
44,880 | — | — | 44,880 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Total assets measured at fair value |
$ | 343,777 | $ | — | $ | — | $ | 343,777 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
|||
| Pension Plans and Postretirement Plan |
Unrealized Income (Loss) on Available-for-sale Securities |
Accumulated Other Comprehensive Income (Loss) |
||||||||||
|
Balance at June 30, 2011 |
$ | (17,441 | ) | $ | 2,208 | $ | (15,233 | ) | ||||
|
Other comprehensive income (loss) (a) |
937 | (12,365 | ) | (11,428 | ) | |||||||
|
Tax benefit (expense) |
(398 | ) | 5,254 | 4,856 | ||||||||
|
|
|
|
|
|
|
|||||||
|
Balance at December 31, 2011 |
$ | (16,902 | ) | $ | (4,903 | ) | $ | (21,805 | ) | |||
|
|
|
|
|
|
|
|||||||
|
Balance at June 30, 2010 |
$ | (15,640 | ) | $ | — | $ | (15,640 | ) | ||||
|
Other comprehensive loss (a) |
(6,838 | ) | — | (6,838 | ) | |||||||
|
Adjustment related to the transfer of liabilities from Cablevision in connection with certain pension plans as a result of the Distribution |
69 | — | 69 | |||||||||
|
Tax benefit |
2,922 | — | 2,922 | |||||||||
|
|
|
|
|
|
|
|||||||
|
Balance at December 31, 2010 |
$ | (19,487 | ) | $ | — | $ | (19,487 | ) | ||||
|
|
|
|
|
|
|
|||||||
| (a) |
Other comprehensive income (loss) related to Pension Plans and Postretirement Plan (as defined below) for the six months ended December 31, 2011 and 2010 includes recognized actuarial net loss and amortization of prior service cost (credit) included in net periodic benefit cost during each respective period. In addition, other comprehensive loss related to Pension Plans and Postretirement Plan for the six months ended December 31, 2010 includes an actuarial loss of $7,942. |
|
|||
| Pension Plans | Postretirement Plan | |||||||||||||||
| Three Months Ended December 31, |
Three Months Ended December 31, |
|||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
|
Service cost |
$ | 1,640 | $ | 1,519 | $ | 45 | $ | 50 | ||||||||
|
Interest cost |
1,724 | 1,587 | 76 | 85 | ||||||||||||
|
Expected return on plan assets |
(652 | ) | (404 | ) | — | — | ||||||||||
|
Recognized actuarial loss (gain) |
511 | 562 | (11 | ) | (19 | ) | ||||||||||
|
Amortization of unrecognized prior service cost (credit) |
7 | 7 | (55 | ) | (33 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Net periodic benefit cost |
$ | 3,230 | $ | 3,271 | $ | 55 | $ | 83 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Pension Plans | Postretirement Plan | |||||||||||||||
| Six Months Ended December 31, |
Six Months Ended December 31, |
|||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
|
Service cost |
$ | 3,279 | $ | 3,350 | $ | 107 | $ | 90 | ||||||||
|
Interest cost |
3,448 | 3,095 | 180 | 162 | ||||||||||||
|
Expected return on plan assets |
(1,303 | ) | (955 | ) | — | — | ||||||||||
|
Recognized actuarial loss (gain) |
1,023 | 1,188 | (11 | ) | (48 | ) | ||||||||||
|
Amortization of unrecognized prior service cost (credit) |
13 | 11 | (88 | ) | (66 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Net periodic benefit cost |
$ | 6,460 | $ | 6,689 | $ | 188 | $ | 138 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
|||
| Three Months Ended December 31, |
Six Months Ended December 31, |
|||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
|
Revenues |
||||||||||||||||
|
MSG Media |
$ | 142,408 | $ | 144,105 | $ | 281,038 | $ | 277,539 | ||||||||
|
MSG Entertainment |
151,224 | 177,530 | 178,826 | 215,714 | ||||||||||||
|
MSG Sports |
88,622 | 128,732 | 117,436 | 165,637 | ||||||||||||
|
Inter-segment eliminations (a) |
(9,247 | ) | (17,693 | ) | (26,654 | ) | (35,386 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | 373,007 | $ | 432,674 | $ | 550,646 | $ | 623,504 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (a) |
Primarily represents local media rights recognized by the Company's MSG Sports segment from the licensing of team related programming to the Company's MSG Media segment which are eliminated in consolidation. Local media rights are generally recognized on a straight-line basis over the fiscal year, with the exception of the three months ended December 31, 2011 as a result of the overall reduction in the number of events exclusively available to MSG Networks in that quarter. |
| Three Months Ended December 31, |
Six Months Ended December 31, |
|||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
|
Inter-segment revenues |
||||||||||||||||
|
MSG Entertainment |
$ | 22 | $ | 26 | $ | 42 | $ | 52 | ||||||||
|
MSG Sports |
9,225 | 17,667 | 26,612 | 35,334 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | 9,247 | $ | 17,693 | $ | 26,654 | $ | 35,386 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Reconciliation (by Segment and in Total) of AOCF to Operating Income (Loss)
| Three Months Ended December 31, |
Six Months Ended December 31, |
|||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
|
AOCF |
||||||||||||||||
|
MSG Media |
$ | 63,555 | $ | 51,709 | $ | 127,371 | $ | 107,375 | ||||||||
|
MSG Entertainment |
37,173 | 18,148 | 23,381 | 7,218 | ||||||||||||
|
MSG Sports |
(19,920 | ) | 3,198 | (20,383 | ) | 4,757 | ||||||||||
|
All other (a) |
(1,661 | ) | (3,495 | ) | (5,146 | ) | (7,531 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | 79,147 | $ | 69,560 | $ | 125,223 | $ | 111,819 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Three Months Ended December 31, |
Six Months Ended December 31, |
|||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
|
Depreciation and amortization (including impairments) |
||||||||||||||||
|
MSG Media |
$ | 8,604 | $ | 4,266 | $ | 14,155 | $ | 8,696 | ||||||||
|
MSG Entertainment |
2,558 | 2,535 | 4,908 | 4,839 | ||||||||||||
|
MSG Sports |
2,731 | 2,974 | 5,467 | 5,595 | ||||||||||||
|
All other (b) |
10,201 | 4,373 | 15,928 | 8,517 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | 24,094 | $ | 14,148 | $ | 40,458 | $ | 27,647 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Three Months Ended December 31, |
Six Months Ended December 31, |
|||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
|
Share-based compensation expense |
||||||||||||||||
|
MSG Media |
$ | 1,823 | $ | 790 | $ | 2,924 | $ | 1,744 | ||||||||
|
MSG Entertainment |
1,631 | 1,120 | 2,702 | 1,822 | ||||||||||||
|
MSG Sports |
1,557 | 826 | 2,480 | 1,467 | ||||||||||||
|
All other |
2,086 | 236 | 2,340 | 441 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | 7,097 | $ | 2,972 | $ | 10,446 | $ | 5,474 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Three Months Ended December 31, |
Six Months Ended December 31, |
|||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
|
Operating income (loss) |
||||||||||||||||
|
MSG Media |
$ | 53,128 | $ | 46,653 | $ | 110,292 | $ | 96,935 | ||||||||
|
MSG Entertainment |
32,984 | 14,493 | 15,771 | 557 | ||||||||||||
|
MSG Sports |
(24,208 | ) | (602 | ) | (28,330 | ) | (2,305 | ) | ||||||||
|
All other |
(13,948 | ) | (8,104 | ) | (23,414 | ) | (16,489 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | 47,956 | $ | 52,440 | $ | 74,319 | $ | 78,698 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
A reconciliation of reportable segment operating income to the Company's consolidated income from operations before income taxes is as follows:
| Three Months Ended December 31, |
Six Months Ended December 31, |
|||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
|
Total operating income for reportable segments |
$ | 61,904 | $ | 60,544 | $ | 97,733 | $ | 95,187 | ||||||||
|
Other operating loss |
(13,948 | ) | (8,104 | ) | (23,414 | ) | (16,489 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Operating income |
47,956 | 52,440 | 74,319 | 78,698 | ||||||||||||
|
Items excluded from operating income: |
||||||||||||||||
|
Interest income |
580 | 648 | 1,127 | 1,267 | ||||||||||||
|
Interest expense |
(1,891 | ) | (1,777 | ) | (3,640 | ) | (3,618 | ) | ||||||||
|
Miscellaneous income |
— | 874 | — | 1,924 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
|
Income from operations before income taxes |
$ | 46,645 | $ | 52,185 | $ | 71,806 | $ | 78,271 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Three Months Ended December 31, |
Six Months Ended December 31, |
|||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
|
Capital expenditures |
||||||||||||||||
|
MSG Media |
$ | 1,905 | $ | 5,148 | $ | 3,074 | $ | 11,043 | ||||||||
|
MSG Entertainment |
1,075 | 2,511 | 1,926 | 3,884 | ||||||||||||
|
MSG Sports |
691 | 494 | 954 | 729 | ||||||||||||
|
All other (c) |
116,777 | 51,686 | 259,917 | 77,676 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | 120,448 | $ | 59,839 | $ | 265,871 | $ | 93,332 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (a) |
Consists of unallocated corporate general and administrative costs. The results for the six months ended December 31, 2011 reflect changes made by the Company to include approximately $2,000 of certain costs in our reportable segment results that were previously not allocated. We believe these costs are more appropriately reflected in our reportable segment results. These changes were not material to our reportable segment results. |
| (b) |
Includes depreciation and amortization expense on The Garden and The Theater at Madison Square Garden and certain corporate property, equipment and leasehold improvement assets not allocated to the Company's reportable segments. |
| (c) |
Consists principally of capital expenditures associated with the Transformation. |
|
|
|
|||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||
|
|
|
||||||||||||||||||||||
|
|
||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||||||||