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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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Commission File
Number
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Registrant; State of Incorporation;
Address and Telephone Number
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IRS Employer
Identification No.
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1-34434
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The Madison Square Garden Company
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27-0624498
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
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Name of each Exchange on which Registered:
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Class A Common Stock
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The NASDAQ Stock Market LLC
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Page
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•
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Owned sports franchises;
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•
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Media assets, including affiliation agreements with distributors and exclusive sports programming rights;
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•
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Iconic venues in top live entertainment markets;
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•
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Diverse collection of marquee brands and content, including the
Radio City Christmas Spectacular
and the Rockettes;
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•
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Powerful presence in the New York City metropolitan area with established core assets and expertise for strategic expansion;
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•
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Unique ability to provide artists and productions with multiple distribution platforms to develop and promote their businesses;
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•
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Strong industry relationships that create opportunities for new content and brand extensions;
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•
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Deep connection with loyal and passionate fan bases that span a wide demographic mix;
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•
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Extensive range of proprietary marketing assets, including an industry leading customer database that allows us to drive ticket sales and engagement with our brands; and
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•
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Strong and seasoned management team.
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•
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Our MSG Sports and MSG Media businesses naturally complement each other — with MSG Sports providing valuable content and MSG Media serving as a vital distribution system and promotional platform. MSG Media, through MSG Networks, telecasts games of our Knicks, Rangers and Liberty teams, and we are continually exploring opportunities to enhance the relationship between MSG Sports and MSG Media through new events, both at our venues and elsewhere. For example, in November 2012, MSG Network partnered with MSG Sports to showcase “The Frozen Apple,” a sold-out National Collegiate Athletic Association ("NCAA") hockey game between Cornell University and the University of Michigan, two top collegiate hockey teams, by telecasting the game live from The Garden. In March 2013, these two segments paired up once again to take advantage of the interest and excitement of the BNP Paribas Showdown at The Garden by airing this event, featuring match ups between top ranked tennis players — including 12-time Grand Slam champion Rafael Nadal versus Juan Martín del Potro, and 16-time Grand Slam champion Serena Williams versus Victoria Azarenka — on MSG Network.
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•
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MSG Media continues to seek opportunities to collaborate with MSG Entertainment. In September 2012, as part of “Fuse Music Week Live from Radio City,” Fuse live streamed on fuse.tv and Fuse's YouTube channel a series of concerts from Radio City Music Hall, including Bon Iver, Metric and Grizzly Bear. Additional concerts from "Fuse Music Week Live from Radio City," including Jack White, Gotye, and Avicii, were showcased and promoted with exclusive content and footage on Fuse. This past year, we also continued to live stream high-profile events from our venues on Fuse's YouTube channel, including Jason Mraz's and the Zac Brown Band's performances at The Garden.
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•
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Our integrated approach to the sale of marketing partnerships allows us to use and sell our broad array of assets in a complementary manner in order to maximize their collective value, both for the Company and for our marketing partners. Our "Marquee" marketing partnership with JPMorgan Chase and our "Signature" marketing partnerships with several other blue-chip companies integrate the assets of our venues and our three business segments. This ability to offer compelling, broad-based, integrated marketing platforms that we believe are unparalleled in sports and entertainment has enabled us to attract world-class partners, such as JPMorgan Chase, Anheuser-Busch, Coca-Cola, Delta Airlines, Kia Motors America and Lexus.
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•
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We continue to forge deep direct-to-consumer relationships with customers and fans, with a focus on understanding how consumers interact with every aspect of the Company. A key component of this strategy is our large and growing proprietary customer database which drives revenue and engagement across segments, benefitting the Company through ticket sales, merchandise sales, sponsorship activation and viewership on television and online. This database provides us a greater opportunity to cross-promote our products and services, introducing customers to our wide range of assets and brands. For example, we have used our database to cross-promote Fuse online streams of concerts to fans of MSG Entertainment and MSG Networks, including “Fuse Music Week Live from Radio City” and Zac Brown Band live from Madison Square Garden. We also continue to use our database to cross-promote events between MSG Entertainment and MSG Sports, including driving ticket sales to
The Radio City Christmas Spectacular
from fans of the Knicks, Rangers and Liberty.
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•
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MSG Networks and Fuse provide regional and national distribution for the content created, produced and/or presented by both MSG Sports and MSG Entertainment, and thereby play a critical role in supporting, promoting and enhancing those businesses. Fuse's national distribution and focus on music-related programming provide a national vehicle to expand MSG Media's and MSG Entertainment's involvement in the music and entertainment industries and deepen our ability to offer artists exposure. MSG Network's focus on being "all things Madison Square Garden," allows it to serve as a powerful platform for the distribution of our sports and entertainment content, while differentiating our media offerings in a diverse and competitive environment.
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•
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Examples of the success of our business collaborations include MSG Network's documentary on the historic Transformation of The Garden. MSG Network has already captured the first two phases of the three-year Transformation in
The Garden Transformed: Year One
and
Year Two
, which are two, five-part series that go behind-the-scenes of this unprecedented project. MSG Network will continue this original series with the next and final phase of the Transformation.
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•
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MSG Media's music strategy includes collaboration between Fuse and MSG Entertainment, which includes our live concert venues, providing a unique platform for artists to connect with fans. This past year, Fuse live streamed several performances from our venues, including Bon Iver, Metric and Grizzly Bear from Radio City Music Hall, and Jason Mraz and Zac Brown Band from Madison Square Garden.
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•
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The critically acclaimed and New York Emmy award-winning
MSG Originals
series, which has featured such titles as
The Garden Transformed
,
The Game 365
,
The Lineup
,
Four Courses with JB Smoove
and
The Bracket
;
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•
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Programming relating to the Knicks and Rangers, such as
Beginnings
,
Knicks Extra
,
The Mike Woodson Show
,
MSG Vault
,
MSG Profiles
,
Hockey Night Live
, and dedicated pre- and post-game shows, all of which allow us to capitalize on the extraordinary enthusiasm of our teams' fans; and
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•
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Our weekday simulcast of the popular WFAN's
Boomer & Carton
show, which brings our television audience top-rated live radio programming in the morning.
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Fuse News,
the network's daily 30-minute flagship show anchored by Alexa Chung and Matte Babel that is dedicated to delivering informed, credible music news, including breaking stories, as well as more in-depth coverage of the world of music;
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•
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Funny or Die's Billy On The Street
, which stars comedian Billy Eichner, who uses his rapid-fire wit to quiz New Yorkers on their knowledge of music and pop culture;
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•
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Warped Roadies
, a series that follows the road crew charged with running the Vans Warped Tour as it travels across the country with more than 60 bands to more than 40 cities;
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•
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The Hustle
, the network's first scripted series, which takes an authentic look at the challenges aspiring artists face by following rap duo Kutta and D, also known as “Brooklyn's Finest,” as they try to break into the world of hip hop;
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•
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Insane Clown Posse Theater
, which features hip-hop duo Insane Clown Posse, providing uninhibited commentary on a mix of music videos and viral clips;
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•
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Trending 10,
brings viewers the 10 top trending music-related stories of the day, filtered through Fuse's Heat Tracker technology that measures which artists are generating the largest spikes in Twitter conversations;
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•
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United States of Hip Hop
, a roundtable series where hosts - comedian Sherrod Small, hip hop expert John Reed, and Sirius XM radio star Nicole Ryan - invite special guests and industry experts to join them as they dissect hip hop's biggest stories in front of a live studio audience;
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Specials and news reports from top music festivals including the Bonnaroo Music and Arts Festival in Tennessee; Lollapalooza from Grant Park, Chicago; the Voodoo Experience music and arts festival in City Park, New Orleans; and Vans Warped Tour, which travels to various cities across the country. Fuse's comprehensive coverage of festivals also includes South by Southwest, Coachella, Beale Street Festival, Sasquatch and numerous others; and
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International award ceremonies that have made Fuse their U.S. destination, including Canada's Much Music Video Awards and the BRIT Awards hailing from the United Kingdom.
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Providing a state-of-the-art venue that can continue to attract concerts, as well as other large, high-profile sports, entertainment and other special events which benefit our customers, as well as the New York City economy;
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Improving the experience of customers from the first row to the last;
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Increasing our attractiveness to free agents in basketball and hockey;
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Supporting our efforts to maximize our season ticket sales for our teams;
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Increasing the breadth of VIP offerings and venue-based opportunities available to marketing partners;
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Augmenting revenue streams; and
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Providing a new point of origination for programming for our MSG Networks studios.
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The new Chase Square 7
th
Avenue entrance, which will nearly double the previous entrance in size and feature interactive kiosks, retail space, climate-controlled space, and broadcast area;
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Public concourses that are double or triple in width, some with spectacular city views;
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A new wide selection of food and beverage options, including exclusive food offerings from our MSG Signature Collection, featuring some of New York's top chefs;
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Larger, more comfortable seats;
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•
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Improved upper bowl sightlines that will put patrons over 17 degrees closer to the action;
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Two new one-of-a-kind bridges that will provide great views of the arena floor and offer a unique perspective for fans, which we refer to as the Chase Bridges;
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State-of-the-art lighting, sound and LED video systems in high definition, and new fiber-optic cabling throughout the building;
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•
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Improved locker rooms, dressing rooms, green rooms and production offices;
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Additional restrooms with 50% more capacity; and
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Corporate offerings that include:
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◦
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20 Event Level suites that offer a lounge/entertaining atmosphere;
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◦
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58 Lexus Madison Level suites that are 40% larger than our previous suite offerings and located as close as 23 rows up from the arena floor;
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◦
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18 transformed 9
th
floor Signature Level suites; and
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◦
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Three new club spaces: the 1879 Club presented by J.P. Morgan, the Delta SKY360 Club on the Event Level and the Madison Club presented by Foxwoods on the 7th floor of The Garden.
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•
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Class B Common Stock, which is generally entitled to ten votes per share and is entitled collectively to elect 75% of our Board of Directors, and
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•
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Class A Common Stock, which is entitled to one vote per share and is entitled collectively to elect the remaining 25% of our Board of Directors.
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•
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the authorization or issuance of any additional shares of Class B Common Stock, and
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•
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any amendment, alteration or repeal of any of the provisions of our certificate of incorporation that adversely affects the powers, preferences or rights of the Class B Common Stock.
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Base
Period
2/9/10
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06/30/10
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12/31/10
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06/30/11
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12/31/11
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06/29/12
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12/31/12
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06/28/13
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||||||||
The Madison Square Garden Company
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100
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107.96
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141.49
|
|
|
151.10
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|
|
157.19
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|
|
205.49
|
|
|
243.41
|
|
|
325.19
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|
Russell Midcap Index
|
100
|
|
|
101.31
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|
|
129.79
|
|
|
140.28
|
|
|
127.78
|
|
|
137.97
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|
|
149.86
|
|
|
173.02
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|
Russell 3000 Entertainment Index
|
100
|
|
|
104.42
|
|
|
126.30
|
|
|
138.20
|
|
|
131.35
|
|
|
160.90
|
|
|
170.79
|
|
|
219.05
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Year Ended June 30, 2013
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High
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|
Low
|
||||
For the Quarter ended September 30, 2012
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$
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44.75
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$
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34.36
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For the Quarter ended December 31, 2012
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45.99
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|
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39.04
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For the Quarter ended March 31, 2013
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58.72
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|
44.71
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For the Quarter ended June 30, 2013
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63.44
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|
|
54.66
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Year Ended June 30, 2012
|
|
|
|
||||
For the Quarter ended September 30, 2011
|
$
|
27.97
|
|
|
$
|
21.70
|
|
For the Quarter ended December 31, 2011
|
30.37
|
|
|
21.12
|
|
||
For the Quarter ended March 31, 2012
|
34.65
|
|
|
27.95
|
|
||
For the Quarter ended June 30, 2012
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38.90
|
|
|
33.75
|
|
|
Years Ended June 30,
|
|
Six Months Ended
June 30, 2011
|
|
Years Ended December 31,
|
||||||||||||||||||
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2013
|
|
2012
|
|
2010
|
|
2009
|
|
2008
|
||||||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||||||
Operating Data:
|
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|
|
|
|
|
|
||||||||||||
Revenues
|
$
|
1,340,818
|
|
|
$
|
1,284,016
|
|
|
$
|
564,287
|
|
|
$
|
1,157,136
|
|
|
$
|
1,062,417
|
|
|
$
|
1,042,958
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Direct operating
|
691,029
|
|
|
714,362
|
|
|
331,306
|
|
|
686,442
|
|
|
682,337
|
|
|
724,904
|
|
||||||
Selling, general and administrative
|
309,568
|
|
|
304,624
|
|
|
143,179
|
|
|
279,263
|
|
|
273,712
|
|
|
270,065
|
|
||||||
Depreciation and amortization (including impairments)
|
89,132
|
|
|
87,503
|
|
|
44,926
|
|
|
56,907
|
|
|
61,336
|
|
|
66,231
|
|
||||||
Operating income (loss)
|
251,089
|
|
|
177,527
|
|
|
44,876
|
|
|
134,524
|
|
|
45,032
|
|
|
(18,242
|
)
|
||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income (expense), net
|
(5,722
|
)
|
|
(4,752
|
)
|
|
(2,216
|
)
|
|
(3,457
|
)
|
|
(1,117
|
)
|
|
1,919
|
|
||||||
Miscellaneous
|
3,497
|
|
|
7,072
|
|
|
5,561
|
|
|
3,924
|
|
|
2,000
|
|
|
—
|
|
||||||
Income (loss) from operations before income taxes
|
248,864
|
|
|
179,847
|
|
|
48,221
|
|
|
134,991
|
|
|
45,915
|
|
|
(16,323
|
)
|
||||||
Income tax benefit (expense)
|
(106,482
|
)
|
|
(73,302
|
)
|
|
(20,607
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)
|
|
(51,611
|
)
|
|
(18,266
|
)
|
|
11,387
|
|
||||||
Net income (loss)
|
$
|
142,382
|
|
|
$
|
106,545
|
|
|
$
|
27,614
|
|
|
$
|
83,380
|
|
|
$
|
27,649
|
|
|
$
|
(4,936
|
)
|
Basic earnings (loss) per common share
(a)
|
$
|
1.87
|
|
|
$
|
1.42
|
|
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$
|
0.37
|
|
|
$
|
1.13
|
|
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$
|
0.38
|
|
|
$
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(0.07
|
)
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Diluted earnings (loss) per common share
(a)
|
$
|
1.83
|
|
|
$
|
1.38
|
|
|
$
|
0.36
|
|
|
$
|
1.09
|
|
|
$
|
0.38
|
|
|
$
|
(0.07
|
)
|
Weighted-average number of common shares outstanding:
(a)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
76,268
|
|
|
74,938
|
|
|
74,350
|
|
|
73,864
|
|
|
73,309
|
|
|
73,309
|
|
||||||
Diluted
|
77,940
|
|
|
77,459
|
|
|
77,193
|
|
|
76,714
|
|
|
73,309
|
|
|
73,309
|
|
||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Related party advances
(b)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
190,000
|
|
|
$
|
190,000
|
|
Total assets
|
2,732,214
|
|
|
2,524,684
|
|
|
2,280,256
|
|
|
2,197,807
|
|
|
2,041,499
|
|
|
2,000,341
|
|
||||||
Capital lease obligations
|
2,224
|
|
|
3,361
|
|
|
4,225
|
|
|
4,920
|
|
|
6,235
|
|
|
7,457
|
|
||||||
Total stockholders’ equity
|
1,478,935
|
|
|
1,320,013
|
|
|
1,205,885
|
|
|
1,170,924
|
|
|
1,106,103
|
|
|
1,072,623
|
|
(a)
|
Common shares assumed to be outstanding during the years ended December 31, 2009 and 2008 totaled 73,309, representing the shares issued to Cablevision shareholders on the Distribution date for purposes of calculating EPS.
|
(b)
|
Represents outstanding non-interest bearing advances to a related party. On January 28, 2010, the intercompany advances were replaced with a promissory non-amortizing note having a principal amount of $190,000 with a maturity date of June 30, 2010 and allowed for prepayment without penalty at the borrower’s option. The note accrued interest at a rate of 3.25% per annum and was prepaid in March 2010.
|
•
|
the level of our revenues, which depends in part on the popularity and competitiveness of our sports teams and the level and popularity of the
Radio City Christmas Spectacular
and other entertainment events which are presented in our venues;
|
•
|
costs associated with player injuries, and waivers or contract terminations of players and other team personnel;
|
•
|
changes in professional sports teams' compensation, including the impact of signing of free agents and trades, subject to league salary caps;
|
•
|
the level and timing of our capital expenditures, including the comprehensive Transformation of The Garden;
|
•
|
the impact of the comprehensive Transformation of The Garden or the revitalization of the Forum on our operations, including any unexpected delays, costs or other matters associated with the Transformation or the revitalization of the Forum;
|
•
|
the demand for our programming among Distributors, and our ability to renew affiliation agreements with them;
|
•
|
general economic conditions especially in the New York City metropolitan area where we conduct the majority of our operations;
|
•
|
the demand for sponsorship arrangements and for advertising and viewer ratings for our programming;
|
•
|
competition, for example, from other regional sports networks, other teams, other venues and other entertainment options;
|
•
|
changes in laws, NBA or NHL rules, regulations, guidelines, bulletins, directives, policies and agreements (including the leagues' respective collective bargaining agreements with their players' associations, salary caps, revenue sharing and NBA luxury tax thresholds) or other regulations under which we operate;
|
•
|
any NBA or NHL work stoppage;
|
•
|
the relocation or insolvency of professional sports teams with which we have a rights agreement;
|
•
|
our ability to maintain, obtain or produce content for our MSG Media segment, together with the cost of such content;
|
•
|
future acquisitions and dispositions of assets;
|
•
|
the costs associated with, and the outcome of, litigation and other proceedings to the extent uninsured;
|
•
|
the impact of governmental regulations, including the ability to maintain necessary permits or licenses;
|
•
|
financial community and rating agency perceptions of our business, operations, financial condition and the industry in which we operate; and
|
•
|
our ownership of professional sports franchises in the NBA and NHL and certain transfer restrictions on our common stock.
|
|
Years Ended June 30,
|
|
Increase
(Decrease)
in Net
Income
|
||||||||||||||
|
2013
|
|
2012
|
|
|||||||||||||
|
Amount
|
|
% of
Revenues
|
|
Amount
|
|
% of
Revenues
|
|
|||||||||
Revenues
|
$
|
1,340,818
|
|
|
100
|
%
|
|
$
|
1,284,016
|
|
|
100
|
%
|
|
$
|
56,802
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Direct operating
|
691,029
|
|
|
52
|
%
|
|
714,362
|
|
|
56
|
%
|
|
23,333
|
|
|||
Selling, general and administrative
|
309,568
|
|
|
23
|
%
|
|
304,624
|
|
|
24
|
%
|
|
(4,944
|
)
|
|||
Depreciation and amortization (including impairments)
|
89,132
|
|
|
7
|
%
|
|
87,503
|
|
|
7
|
%
|
|
(1,629
|
)
|
|||
Operating income
|
251,089
|
|
|
19
|
%
|
|
177,527
|
|
|
14
|
%
|
|
73,562
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
(5,722
|
)
|
|
NM
|
|
|
(4,752
|
)
|
|
NM
|
|
|
(970
|
)
|
|||
Miscellaneous
|
3,497
|
|
|
NM
|
|
|
7,072
|
|
|
1
|
%
|
|
(3,575
|
)
|
|||
Income from operations before income taxes
|
248,864
|
|
|
19
|
%
|
|
179,847
|
|
|
14
|
%
|
|
69,017
|
|
|||
Income tax expense
|
(106,482
|
)
|
|
(8
|
)%
|
|
(73,302
|
)
|
|
(6
|
)%
|
|
(33,180
|
)
|
|||
Net income
|
$
|
142,382
|
|
|
11
|
%
|
|
$
|
106,545
|
|
|
8
|
%
|
|
$
|
35,837
|
|
Increase in MSG Media segment revenues
|
$
|
63,565
|
|
Decrease in MSG Entertainment segment revenues
|
(11,781
|
)
|
|
Increase in MSG Sports segment revenues
|
5,564
|
|
|
Increase in other revenues
|
293
|
|
|
Inter-segment eliminations
|
(839
|
)
|
|
|
$
|
56,802
|
|
•
|
compensation expense for the Company's professional sports teams' players and certain other team personnel;
|
•
|
cost of team personnel transactions for career- and season-ending player injuries, net of anticipated insurance recoveries, trades, and waivers/contract termination costs of players and other team personnel;
|
•
|
NBA luxury tax, NBA and NHL revenue sharing and league assessments for the MSG Sports segment;
|
•
|
cost of professional team rights acquired under license agreements to telecast various sporting events on our networks;
|
•
|
other programming and production costs of our networks;
|
•
|
event costs related to the presentation and production of our live entertainment and sporting events;
|
•
|
venue lease, maintenance and other operating expenses; and
|
•
|
the cost of concessions and merchandise sold.
|
Decrease in MSG Media segment expenses
|
$
|
(26,016
|
)
|
Increase in MSG Entertainment segment expenses
|
809
|
|
|
Increase in MSG Sports segment expenses
|
2,767
|
|
|
Increase in other expenses
|
4
|
|
|
Inter-segment eliminations
|
(897
|
)
|
|
|
$
|
(23,333
|
)
|
Decrease in MSG Media segment expenses
|
$
|
(2,384
|
)
|
Increase in MSG Entertainment segment expenses
|
2,971
|
|
|
Increase in MSG Sports segment expenses
|
2,944
|
|
|
Increase in other expenses
|
1,355
|
|
|
Inter-segment eliminations
|
58
|
|
|
|
$
|
4,944
|
|
|
Years Ended June 30,
|
|
Increase (Decrease)
in AOCF
|
||||||||
|
2013
|
|
2012
|
|
|||||||
Operating income
|
$
|
251,089
|
|
|
$
|
177,527
|
|
|
$
|
73,562
|
|
Share-based compensation
|
15,340
|
|
|
18,205
|
|
|
(2,865
|
)
|
|||
Depreciation and amortization (including impairments)
|
89,132
|
|
|
87,503
|
|
|
1,629
|
|
|||
AOCF
|
$
|
355,561
|
|
|
$
|
283,235
|
|
|
$
|
72,326
|
|
Increase in AOCF of the MSG Media segment
|
$
|
90,907
|
|
Decrease in AOCF of the MSG Entertainment segment
|
(15,500
|
)
|
|
Decrease in AOCF of the MSG Sports segment
|
(1,703
|
)
|
|
Other net decreases
|
(1,378
|
)
|
|
|
$
|
72,326
|
|
|
Years Ended June 30,
|
|
Increase
in Operating
Income
|
||||||||||||||
|
2013
|
|
2012
|
|
|||||||||||||
|
Amount
|
|
% of
Revenues
|
|
Amount
|
|
% of
Revenues
|
|
|||||||||
Revenues
|
$
|
677,733
|
|
|
100
|
%
|
|
$
|
614,168
|
|
|
100
|
%
|
|
$
|
63,565
|
|
Direct operating expenses
|
218,665
|
|
|
32
|
%
|
|
244,681
|
|
|
40
|
%
|
|
26,016
|
|
|||
Selling, general and administrative expenses
|
114,141
|
|
|
17
|
%
|
|
116,525
|
|
|
19
|
%
|
|
2,384
|
|
|||
Depreciation and amortization(including impairments)
|
16,358
|
|
|
2
|
%
|
|
24,616
|
|
|
4
|
%
|
|
8,258
|
|
|||
Operating income
|
$
|
328,569
|
|
|
48
|
%
|
|
$
|
228,346
|
|
|
37
|
%
|
|
$
|
100,223
|
|
|
Years Ended June 30,
|
|
Increase (Decrease)
in AOCF
|
||||||||
|
2013
|
|
2012
|
|
|||||||
Operating income
|
$
|
328,569
|
|
|
$
|
228,346
|
|
|
$
|
100,223
|
|
Share-based compensation
|
4,579
|
|
|
5,637
|
|
|
(1,058
|
)
|
|||
Depreciation and amortization (including impairments)
|
16,358
|
|
|
24,616
|
|
|
(8,258
|
)
|
|||
AOCF
|
$
|
349,506
|
|
|
$
|
258,599
|
|
|
$
|
90,907
|
|
Increase in affiliation fee revenue
|
$
|
46,041
|
|
Increase in advertising revenue
|
12,388
|
|
|
Other net increases
|
5,136
|
|
|
|
$
|
63,565
|
|
|
Years Ended June 30,
|
|
Increase (Decrease)
in AOCF
|
||||||||
|
2013
|
|
2012
|
|
|||||||
Operating loss
|
$
|
(24,732
|
)
|
|
$
|
(9,302
|
)
|
|
$
|
(15,430
|
)
|
Share-based compensation
|
5,005
|
|
|
4,944
|
|
|
61
|
|
|||
Depreciation and amortization
|
9,522
|
|
|
9,653
|
|
|
(131
|
)
|
|||
AOCF
|
$
|
(10,205
|
)
|
|
$
|
5,295
|
|
|
$
|
(15,500
|
)
|
Decrease in event-related revenues at Radio City Music Hall, excluding
Radio City Christmas Spectacular
|
$
|
(13,710
|
)
|
Decrease in revenues from the presentation of the
Radio City Christmas Spectacular
franchise
|
(5,815
|
)
|
|
Decrease in event-related revenues at the Beacon Theatre
|
(2,883
|
)
|
|
Decrease in event-related revenues at The Garden
|
(1,808
|
)
|
|
Decrease in event-related revenues at The Chicago Theatre
|
(1,216
|
)
|
|
Increase in event-related revenues at The Theater at Madison Square Garden
|
6,474
|
|
|
Increase in venue related sponsorship and signage and suite rental fee revenues
|
5,937
|
|
|
Other net increases
|
1,240
|
|
|
|
$
|
(11,781
|
)
|
Decrease in event-related direct operating expenses at Radio City Music Hall, excluding
Radio City Christmas Spectacular
|
$
|
(8,902
|
)
|
Decrease in event-related direct operating expenses at The Garden
|
(1,994
|
)
|
|
Decrease in event-related direct operating expenses at the Beacon Theatre
|
(1,066
|
)
|
|
Decrease in event-related direct operating expenses at The Chicago Theatre
|
(734
|
)
|
|
Increase in venue operating costs, primarily associated with the Forum (which the Company acquired in June 2012) and Radio City Music Hall
|
4,629
|
|
|
Increase in event-related direct operating expenses at The Theater at Madison Square Garden
|
4,291
|
|
|
Increase in direct operating expenses associated with the presentation of the
Radio City Christmas Spectacular
franchise
|
1,304
|
|
|
Other net increases, including higher costs associated with MSG Entertainment business development initiatives
|
3,281
|
|
|
|
$
|
809
|
|
|
Years Ended June 30,
|
|
Increase
(Decrease) in
Operating
Income
|
||||||||||||||
|
2013
|
|
2012
|
|
|||||||||||||
|
Amount
|
|
% of
Revenues
|
|
Amount
|
|
% of
Revenues
|
|
|||||||||
Revenues
|
$
|
470,290
|
|
|
100
|
%
|
|
$
|
464,726
|
|
|
100
|
%
|
|
$
|
5,564
|
|
Direct operating expenses
|
332,398
|
|
|
71
|
%
|
|
329,631
|
|
|
71
|
%
|
|
(2,767
|
)
|
|||
Selling, general and administrative expenses
|
113,967
|
|
|
24
|
%
|
|
111,023
|
|
|
24
|
%
|
|
(2,944
|
)
|
|||
Depreciation and amortization
|
10,451
|
|
|
2
|
%
|
|
11,003
|
|
|
2
|
%
|
|
552
|
|
|||
Operating income
|
$
|
13,474
|
|
|
3
|
%
|
|
$
|
13,069
|
|
|
3
|
%
|
|
$
|
405
|
|
|
Years Ended June 30,
|
|
Increase
(Decrease) in
AOCF
|
||||||||
|
2013
|
|
2012
|
|
|||||||
Operating income
|
$
|
13,474
|
|
|
$
|
13,069
|
|
|
$
|
405
|
|
Share-based compensation
|
3,089
|
|
|
4,645
|
|
|
(1,556
|
)
|
|||
Depreciation and amortization
|
10,451
|
|
|
11,003
|
|
|
(552
|
)
|
|||
AOCF
|
$
|
27,014
|
|
|
$
|
28,717
|
|
|
$
|
(1,703
|
)
|
Increase in suite rental fee revenue
|
$
|
14,591
|
|
Increase in professional sports teams’ sponsorship and signage revenues
|
4,971
|
|
|
Increase in broadcast rights fees from MSG Media
|
896
|
|
|
Increase in revenues from NHL and NBA distributions
|
641
|
|
|
Decrease in professional sports teams’ pre/regular season ticket-related revenue
|
(6,185
|
)
|
|
Decrease in event-related revenues from other live sporting events
|
(4,964
|
)
|
|
Decrease in professional sports teams’ pre/regular season food, beverage and merchandise sales
|
(2,283
|
)
|
|
Decrease in professional sports teams’ playoff related revenues
|
(536
|
)
|
|
Other net decreases
|
(1,567
|
)
|
|
|
$
|
5,564
|
|
Increase in net provisions for NBA luxury tax and NBA and NHL revenue sharing expense (excluding playoffs)
|
$
|
3,846
|
|
Increase in net provisions for certain team personnel transactions (including the impact of NBA luxury tax)
|
2,127
|
|
|
Increase in team personnel compensation
|
1,759
|
|
|
Decrease in event-related expenses associated with other live sporting events
|
(3,221
|
)
|
|
Decrease in professional sports teams' pre/regular season expense associated with food, beverage and merchandise sales
|
(671
|
)
|
|
Decrease in professional sports teams’ playoff related expenses
|
(513
|
)
|
|
Other net decreases
|
(560
|
)
|
|
|
$
|
2,767
|
|
|
Years Ended June 30,
|
|
Increase
|
||||||||
|
2013
|
|
2012
|
|
|||||||
Net provisions for NBA luxury tax and NBA and NHL revenue sharing expense (excluding playoffs)
|
$
|
20,838
|
|
|
$
|
16,992
|
|
|
$
|
3,846
|
|
Net provisions for certain team personnel transactions (including the impact of NBA luxury tax)
|
18,441
|
|
|
16,314
|
|
|
2,127
|
|
|
Years Ended June 30,
|
|
Increase
(Decrease)
in Net
Income
|
||||||||||||||
|
2012
|
|
2011
|
|
|||||||||||||
|
Amount
|
|
% of
Revenues
|
|
Amount
|
|
% of
Revenues
|
|
|||||||||
Revenues
|
$
|
1,284,016
|
|
|
100
|
%
|
|
$
|
1,187,791
|
|
|
100
|
%
|
|
$
|
96,225
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Direct operating
|
714,362
|
|
|
56
|
%
|
|
696,834
|
|
|
59
|
%
|
|
(17,528
|
)
|
|||
Selling, general and administrative
|
304,624
|
|
|
24
|
%
|
|
294,810
|
|
|
25
|
%
|
|
(9,814
|
)
|
|||
Depreciation and amortization (including impairments)
|
87,503
|
|
|
7
|
%
|
|
72,573
|
|
|
6
|
%
|
|
(14,930
|
)
|
|||
Operating income
|
177,527
|
|
|
14
|
%
|
|
123,574
|
|
|
10
|
%
|
|
53,953
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
(4,752
|
)
|
|
NM
|
|
|
(4,567
|
)
|
|
NM
|
|
|
(185
|
)
|
|||
Miscellaneous
|
7,072
|
|
|
1
|
%
|
|
7,485
|
|
|
1
|
%
|
|
(413
|
)
|
|||
Income from operations before income taxes
|
179,847
|
|
|
14
|
%
|
|
126,492
|
|
|
11
|
%
|
|
53,355
|
|
|||
Income tax expense
|
(73,302
|
)
|
|
(6
|
)%
|
|
(46,892
|
)
|
|
(4
|
)%
|
|
(26,410
|
)
|
|||
Net income
|
$
|
106,545
|
|
|
8
|
%
|
|
$
|
79,600
|
|
|
7
|
%
|
|
$
|
26,945
|
|
Increase in MSG Media segment revenues
|
$
|
49,515
|
|
Decrease in MSG Entertainment segment revenues
|
(30,508
|
)
|
|
Increase in MSG Sports segment revenues
|
65,969
|
|
|
Increase in other revenues
|
164
|
|
|
Inter-segment eliminations
|
11,085
|
|
|
|
$
|
96,225
|
|
Increase in MSG Media segment expenses
|
$
|
9,571
|
|
Decrease in MSG Entertainment segment expenses
|
(45,450
|
)
|
|
Increase in MSG Sports segment expenses
|
42,870
|
|
|
Decrease in other expenses
|
(518
|
)
|
|
Inter-segment eliminations
|
11,055
|
|
|
|
$
|
17,528
|
|
Increase in MSG Media segment expenses
|
$
|
11,427
|
|
Increase in MSG Entertainment segment expenses
|
16
|
|
|
Increase in MSG Sports segment expenses
|
2,913
|
|
|
Decrease in other expenses
|
(4,572
|
)
|
|
Inter-segment eliminations
|
30
|
|
|
|
$
|
9,814
|
|
|
Years Ended June 30,
|
|
Increase
in AOCF
|
||||||||
|
2012
|
|
2011
|
|
|||||||
Operating income
|
$
|
177,527
|
|
|
$
|
123,574
|
|
|
$
|
53,953
|
|
Share-based compensation
|
18,205
|
|
|
11,398
|
|
|
6,807
|
|
|||
Depreciation and amortization (including impairments)
|
87,503
|
|
|
72,573
|
|
|
14,930
|
|
|||
AOCF
|
$
|
283,235
|
|
|
$
|
207,545
|
|
|
$
|
75,690
|
|
Increase in AOCF of the MSG Media segment
|
$
|
30,419
|
|
Increase in AOCF of the MSG Entertainment segment
|
16,774
|
|
|
Increase in AOCF of the MSG Sports segment
|
21,714
|
|
|
Other net increases
|
6,783
|
|
|
|
$
|
75,690
|
|
|
Years Ended June 30,
|
|
Increase
(Decrease) in
Operating
Income
|
||||||||||||
|
2012
|
|
2011
|
|
|||||||||||
|
Amount
|
|
% of
Revenues
|
|
Amount
|
|
% of
Revenues
|
|
|||||||
Revenues
|
$
|
614,168
|
|
|
100%
|
|
$
|
564,653
|
|
|
100%
|
|
$
|
49,515
|
|
Direct operating expenses
|
244,681
|
|
|
40%
|
|
235,110
|
|
|
42%
|
|
(9,571
|
)
|
|||
Selling, general and administrative expenses
|
116,525
|
|
|
19%
|
|
105,098
|
|
|
19%
|
|
(11,427
|
)
|
|||
Depreciation and amortization(including impairments)
|
24,616
|
|
|
4%
|
|
19,786
|
|
|
4%
|
|
(4,830
|
)
|
|||
Operating income
|
$
|
228,346
|
|
|
37%
|
|
$
|
204,659
|
|
|
36%
|
|
$
|
23,687
|
|
|
Years Ended June 30,
|
|
Increase
in AOCF
|
||||||||
|
2012
|
|
2011
|
|
|||||||
Operating income
|
$
|
228,346
|
|
|
$
|
204,659
|
|
|
$
|
23,687
|
|
Share-based compensation
|
5,637
|
|
|
3,735
|
|
|
1,902
|
|
|||
Depreciation and amortization (including impairments)
|
24,616
|
|
|
19,786
|
|
|
4,830
|
|
|||
AOCF
|
$
|
258,599
|
|
|
$
|
228,180
|
|
|
$
|
30,419
|
|
Increase in affiliation fee revenue
|
$
|
38,386
|
|
Increase in advertising revenue
|
3,521
|
|
|
Other net increases
|
7,608
|
|
|
|
$
|
49,515
|
|
Increase in non-rights related programming costs
|
$
|
13,630
|
|
Decrease in programming acquisition costs (rights fees)
|
(4,059
|
)
|
|
|
$
|
9,571
|
|
|
Years Ended June 30,
|
|
(Increase)
Decrease in
Operating
Loss
|
||||||||||||||
|
2012
|
|
2011
|
|
|||||||||||||
|
Amount
|
|
% of
Revenues
|
|
Amount
|
|
% of
Revenues
|
|
|||||||||
Revenues
|
$
|
263,976
|
|
|
100
|
%
|
|
$
|
294,484
|
|
|
100
|
%
|
|
$
|
(30,508
|
)
|
Direct and operating expenses
|
198,649
|
|
|
75
|
%
|
|
244,099
|
|
|
83
|
%
|
|
45,450
|
|
|||
Selling, general and administrative expenses
|
64,976
|
|
|
25
|
%
|
|
64,960
|
|
|
22
|
%
|
|
(16
|
)
|
|||
Depreciation and amortization
|
9,653
|
|
|
4
|
%
|
|
9,407
|
|
|
3
|
%
|
|
(246
|
)
|
|||
Operating loss
|
$
|
(9,302
|
)
|
|
(4
|
)%
|
|
$
|
(23,982
|
)
|
|
(8
|
)%
|
|
$
|
14,680
|
|
|
Years Ended June 30,
|
|
Increase
in AOCF
|
||||||||
|
2012
|
|
2011
|
|
|||||||
Operating loss
|
$
|
(9,302
|
)
|
|
$
|
(23,982
|
)
|
|
$
|
14,680
|
|
Share-based compensation
|
4,944
|
|
|
3,096
|
|
|
1,848
|
|
|||
Depreciation and amortization
|
9,653
|
|
|
9,407
|
|
|
246
|
|
|||
AOCF
|
$
|
5,295
|
|
|
$
|
(11,479
|
)
|
|
$
|
16,774
|
|
Decrease in event-related revenues at The Garden
|
$
|
(20,524
|
)
|
Decrease in revenues due to the absence of the
Wintuk
production
|
(19,943
|
)
|
|
Decrease in revenues from the presentation of the
Radio City Christmas Spectacular
franchise
|
(11,112
|
)
|
|
Increase in event-related revenues at The Theater at Madison Square Garden, excluding
Wintuk
|
3,993
|
|
|
Increase in event-related revenues at the Beacon Theatre
|
4,517
|
|
|
Increase in suite rental fee and venue related sponsorship and signage revenues
|
4,844
|
|
|
Increase in event-related revenues at Radio City Music Hall, excluding
Radio City Christmas Spectacular
|
10,760
|
|
|
Other net decreases
|
(3,043
|
)
|
|
|
$
|
(30,508
|
)
|
Decrease in direct operating expenses associated with the presentation of the
Radio City Christmas Spectacular
franchise
|
$
|
(23,176
|
)
|
Decrease in direct operating expenses associated with
Wintuk
|
(18,484
|
)
|
|
Decrease in event-related direct operating expenses at The Garden
|
(9,134
|
)
|
|
Decrease in venue related sponsorship and signage expenses
|
(1,057
|
)
|
|
Increase in event-related direct operating expenses at the Beacon Theatre
|
1,088
|
|
|
Increase in event-related direct operating expenses at The Theater at Madison Square Garden, excluding
Wintuk
|
2,974
|
|
|
Increase in event-related direct operating expenses at Radio City Music Hall, excluding
Radio City Christmas Spectacular
|
4,418
|
|
|
Other net decreases
|
(2,079
|
)
|
|
|
$
|
(45,450
|
)
|
|
Years Ended June 30,
|
|
(Increase)
Decrease in
Operating
Loss
|
||||||||||||||
|
2012
|
|
2011
|
|
|||||||||||||
|
Amount
|
|
% of
Revenues
|
|
Amount
|
|
% of
Revenues
|
|
|||||||||
Revenues
|
$
|
464,726
|
|
|
100
|
%
|
|
$
|
398,757
|
|
|
100
|
%
|
|
$
|
65,969
|
|
Direct operating expenses
|
329,631
|
|
|
71
|
%
|
|
286,761
|
|
|
72
|
%
|
|
(42,870
|
)
|
|||
Selling, general and administrative expenses
|
111,023
|
|
|
24
|
%
|
|
108,110
|
|
|
27
|
%
|
|
(2,913
|
)
|
|||
Depreciation and amortization
|
11,003
|
|
|
2
|
%
|
|
11,085
|
|
|
3
|
%
|
|
82
|
|
|||
Operating income (loss)
|
$
|
13,069
|
|
|
3
|
%
|
|
$
|
(7,199
|
)
|
|
(2
|
)%
|
|
$
|
20,268
|
|
|
Years Ended June 30,
|
|
Increase
(Decrease) in
AOCF
|
||||||||
|
2012
|
|
2011
|
|
|||||||
Operating income (loss)
|
$
|
13,069
|
|
|
$
|
(7,199
|
)
|
|
$
|
20,268
|
|
Share-based compensation
|
4,645
|
|
|
3,117
|
|
|
1,528
|
|
|||
Depreciation and amortization
|
11,003
|
|
|
11,085
|
|
|
(82
|
)
|
|||
AOCF
|
$
|
28,717
|
|
|
$
|
7,003
|
|
|
$
|
21,714
|
|
Increase in professional sports teams’ playoff related revenues primarily due to a higher number of playoff games played
|
$
|
35,668
|
|
Increase in professional sports teams’ pre/regular season ticket-related revenue
|
21,740
|
|
|
Increase in suite rental fee revenue
|
6,771
|
|
|
Increase in event-related revenues from other live sporting events
|
5,653
|
|
|
Increase in professional sports teams’ sponsorship and signage revenues
|
2,224
|
|
|
Increase in professional sports teams’ regular season food, beverage and merchandise sales
|
1,482
|
|
|
Increase in revenues from NHL and NBA distributions
|
1,060
|
|
|
Decrease in broadcast rights fees from MSG Media
|
(11,055
|
)
|
|
Other net increases
|
2,426
|
|
|
|
$
|
65,969
|
|
Increase in professional sports teams’ playoff related expenses
|
$
|
22,926
|
|
Increase in net provisions for NBA and NHL revenue sharing expense (excluding playoffs) and NBA luxury tax
|
14,840
|
|
|
Increase in other team operating expenses
|
6,889
|
|
|
Increase in event-related expenses associated with other live sporting events
|
4,590
|
|
|
Decrease in net provisions for certain team personnel transactions (including the impact of NBA luxury tax)
|
(1,290
|
)
|
|
Decrease in team personnel compensation
|
(7,570
|
)
|
|
Other net increases
|
2,485
|
|
|
|
$
|
42,870
|
|
|
Years Ended June 30,
|
|
Increase(Decrease)
|
||||||||
|
2012
|
|
2011
|
|
|||||||
Net provisions for NBA and NHL revenue sharing expense (excluding playoffs) and NBA luxury tax
|
$
|
16,992
|
|
|
$
|
2,152
|
|
|
$
|
14,840
|
|
Net provisions for certain team personnel transactions (including the impact of NBA luxury tax)
|
16,314
|
|
|
17,604
|
|
|
(1,290
|
)
|
|
Six Months Ended June 30,
|
|
Increase
(Decrease)
in Net
Income
|
||||||||||||||
|
2011
|
|
2010
|
|
|||||||||||||
|
Amount
|
|
% of
Revenues
|
|
Amount
|
|
% of
Revenues
|
|
|||||||||
Revenues
|
$
|
564,287
|
|
|
100
|
%
|
|
$
|
533,632
|
|
|
100
|
%
|
|
$
|
30,655
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Direct operating
|
331,306
|
|
|
59
|
%
|
|
320,914
|
|
|
60
|
%
|
|
(10,392
|
)
|
|||
Selling, general and administrative
|
143,179
|
|
|
25
|
%
|
|
127,632
|
|
|
24
|
%
|
|
(15,547
|
)
|
|||
Depreciation and amortization
|
44,926
|
|
|
8
|
%
|
|
29,260
|
|
|
5
|
%
|
|
(15,666
|
)
|
|||
Operating income
|
44,876
|
|
|
8
|
%
|
|
55,826
|
|
|
10
|
%
|
|
(10,950
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
(2,216
|
)
|
|
NM
|
|
|
(1,106
|
)
|
|
NM
|
|
|
(1,110
|
)
|
|||
Miscellaneous
|
5,561
|
|
|
1
|
%
|
|
2,000
|
|
|
NM
|
|
|
3,561
|
|
|||
Income from operations before income taxes
|
48,221
|
|
|
9
|
%
|
|
56,720
|
|
|
11
|
%
|
|
(8,499
|
)
|
|||
Income tax expense
|
(20,607
|
)
|
|
(4
|
)%
|
|
(25,326
|
)
|
|
(5
|
)%
|
|
4,719
|
|
|||
Net income
|
$
|
27,614
|
|
|
5
|
%
|
|
$
|
31,394
|
|
|
6
|
%
|
|
$
|
(3,780
|
)
|
Increase in MSG Media segment revenues
|
$
|
13,127
|
|
Decrease in MSG Entertainment segment revenues
|
(9,468
|
)
|
|
Increase in MSG Sports segment revenues
|
26,583
|
|
|
Inter-segment eliminations
|
413
|
|
|
|
$
|
30,655
|
|
Increase in MSG Media segment expenses
|
$
|
9,982
|
|
Decrease in MSG Entertainment segment expenses
|
(23,496
|
)
|
|
Increase in MSG Sports segment expenses
|
23,181
|
|
|
Increase in other expenses
|
326
|
|
|
Inter-segment eliminations
|
399
|
|
|
|
$
|
10,392
|
|
Increase in MSG Media segment expenses
|
$
|
6,535
|
|
Decrease in MSG Entertainment segment expenses
|
(491
|
)
|
|
Increase in MSG Sports segment expenses
|
8,541
|
|
|
Increase in other expenses
|
962
|
|
|
|
$
|
15,547
|
|
|
Six Months Ended June 30,
|
|
Increase
(Decrease)
in AOCF
|
||||||||
|
2011
|
|
2010
|
|
|||||||
Operating income
|
$
|
44,876
|
|
|
$
|
55,826
|
|
|
$
|
(10,950
|
)
|
Share-based compensation
|
5,924
|
|
|
5,859
|
|
|
65
|
|
|||
Depreciation and amortization
|
44,926
|
|
|
29,260
|
|
|
15,666
|
|
|||
AOCF
|
$
|
95,726
|
|
|
$
|
90,945
|
|
|
$
|
4,781
|
|
Decrease in AOCF of the MSG Media segment
|
$
|
(3,087
|
)
|
Increase in AOCF of the MSG Entertainment segment
|
14,053
|
|
|
Decrease in AOCF of the MSG Sports segment
|
(4,706
|
)
|
|
Other net decreases
|
(1,479
|
)
|
|
|
$
|
4,781
|
|
|
Six Months Ended June 30,
|
|
Increase
(Decrease) in
Operating
Income
|
||||||||||||
|
2011
|
|
2010
|
|
|||||||||||
|
Amount
|
|
% of
Revenues
|
|
Amount
|
|
% of
Revenues
|
|
|||||||
Revenues
|
$
|
287,114
|
|
|
100%
|
|
$
|
273,987
|
|
|
100%
|
|
$
|
13,127
|
|
Direct operating expenses
|
119,100
|
|
|
41%
|
|
109,118
|
|
|
40%
|
|
(9,982
|
)
|
|||
Selling, general and administrative expenses
|
49,200
|
|
|
17%
|
|
42,665
|
|
|
16%
|
|
(6,535
|
)
|
|||
Depreciation and amortization
|
11,090
|
|
|
4%
|
|
9,767
|
|
|
4%
|
|
(1,323
|
)
|
|||
Operating income
|
$
|
107,724
|
|
|
38%
|
|
$
|
112,437
|
|
|
41%
|
|
$
|
(4,713
|
)
|
|
Six Months Ended June 30,
|
|
Increase
(Decrease) in
AOCF
|
||||||||
|
2011
|
|
2010
|
|
|||||||
Operating income
|
$
|
107,724
|
|
|
$
|
112,437
|
|
|
$
|
(4,713
|
)
|
Share-based compensation
|
1,991
|
|
|
1,688
|
|
|
303
|
|
|||
Depreciation and amortization
|
11,090
|
|
|
9,767
|
|
|
1,323
|
|
|||
AOCF
|
$
|
120,805
|
|
|
$
|
123,892
|
|
|
$
|
(3,087
|
)
|
Increase in advertising revenue
|
$
|
7,397
|
|
Increase in affiliation fee revenue
|
6,602
|
|
|
Other net decreases
|
(872
|
)
|
|
|
$
|
13,127
|
|
Increase in non-rights related programming expenses
|
$
|
8,339
|
|
Increase in rights fees
|
1,643
|
|
|
|
$
|
9,982
|
|
|
Six Months Ended June 30,
|
|
(Increase)
Decrease in
Operating
Loss
|
||||||||||||||
|
2011
|
|
2010
|
|
|||||||||||||
|
Amount
|
|
% of
Revenues
|
|
Amount
|
|
% of
Revenues
|
|
|||||||||
Revenues
|
$
|
78,770
|
|
|
100
|
%
|
|
$
|
88,238
|
|
|
100
|
%
|
|
$
|
(9,468
|
)
|
Direct and operating expenses
|
68,198
|
|
|
87
|
%
|
|
91,694
|
|
|
104
|
%
|
|
23,496
|
|
|||
Selling, general and administrative expenses
|
30,543
|
|
|
39
|
%
|
|
31,034
|
|
|
35
|
%
|
|
491
|
|
|||
Depreciation and amortization
|
4,568
|
|
|
6
|
%
|
|
4,639
|
|
|
5
|
%
|
|
71
|
|
|||
Operating loss
|
$
|
(24,539
|
)
|
|
(31
|
)%
|
|
$
|
(39,129
|
)
|
|
(44
|
)%
|
|
$
|
14,590
|
|
|
Six Months Ended June 30,
|
|
Increase
(Decrease) in
AOCF
|
||||||||
|
2011
|
|
2010
|
|
|||||||
Operating loss
|
$
|
(24,539
|
)
|
|
$
|
(39,129
|
)
|
|
$
|
14,590
|
|
Share-based compensation
|
1,274
|
|
|
1,740
|
|
|
(466
|
)
|
|||
Depreciation and amortization
|
4,568
|
|
|
4,639
|
|
|
(71
|
)
|
|||
AOCF
|
$
|
(18,697
|
)
|
|
$
|
(32,750
|
)
|
|
$
|
14,053
|
|
Decrease in event-related revenues at The Garden and The Theater at Madison Square Garden, excluding
Wintuk
|
$
|
(7,041
|
)
|
Decrease in event-related revenues at Radio City Music Hall, excluding
Radio City Christmas Spectacular
, primarily due to the decrease in the number of events
|
(5,563
|
)
|
|
Decrease in revenues due to the absence of
Banana Shpeel
|
(3,179
|
)
|
|
Decrease in revenues from the presentation of the
Radio City Christmas Spectacular
franchise
|
(2,343
|
)
|
|
Decrease in revenues from the presentation of
Wintuk
, primarily due to the decrease in the number of scheduled performances
|
(1,130
|
)
|
|
Increase in event-related revenues at the Beacon Theatre, excluding a decline of $2,747 attributable to the absence of
Banana Shpeel
as reported above
|
9,195
|
|
|
Other net increases
|
593
|
|
|
|
$
|
(9,468
|
)
|
|
Six Months Ended June 30,
|
|
Increase
(Decrease) in
Operating
Income
|
||||||||||||||
|
2011
|
|
2010
|
|
|||||||||||||
|
Amount
|
|
% of
Revenues
|
|
Amount
|
|
% of
Revenues
|
|
|||||||||
Revenues
|
$
|
233,120
|
|
|
100
|
%
|
|
$
|
206,537
|
|
|
100
|
%
|
|
$
|
26,583
|
|
Direct operating expenses
|
178,179
|
|
|
76
|
%
|
|
154,998
|
|
|
75
|
%
|
|
(23,181
|
)
|
|||
Selling, general and administrative expenses
|
54,345
|
|
|
23
|
%
|
|
45,804
|
|
|
22
|
%
|
|
(8,541
|
)
|
|||
Depreciation and amortization
|
5,490
|
|
|
2
|
%
|
|
5,214
|
|
|
3
|
%
|
|
(276
|
)
|
|||
Operating income (loss)
|
$
|
(4,894
|
)
|
|
(2
|
)%
|
|
$
|
521
|
|
|
NM
|
|
|
$
|
(5,415
|
)
|
|
Six Months Ended June 30,
|
|
Increase
(Decrease) in
AOCF
|
||||||||
|
2011
|
|
2010
|
|
|||||||
Operating income (loss)
|
$
|
(4,894
|
)
|
|
$
|
521
|
|
|
$
|
(5,415
|
)
|
Share-based compensation
|
1,650
|
|
|
1,217
|
|
|
433
|
|
|||
Depreciation and amortization
|
5,490
|
|
|
5,214
|
|
|
276
|
|
|||
AOCF
|
$
|
2,246
|
|
|
$
|
6,952
|
|
|
$
|
(4,706
|
)
|
Increase in professional sports teams' playoff related revenues
|
$
|
11,361
|
|
Increase in revenues from NHL and NBA distributions
|
3,875
|
|
|
Increase in professional sports teams' regular season food, beverage and merchandise sales
|
3,687
|
|
|
Increase in professional sports teams' regular season ticket related revenue
|
3,469
|
|
|
Increase in professional sports teams' sponsorship and signage revenues
|
2,428
|
|
|
Increase in event-related revenues from other live sporting events
|
1,258
|
|
|
Other net increases
|
505
|
|
|
|
$
|
26,583
|
|
Increase in net provisions for certain team personnel transactions (including the impact of NBA luxury tax)
|
$
|
8,941
|
|
Increase in professional sports teams' playoff related expenses
|
6,976
|
|
|
Increase in team personnel compensation, net of insurance recoveries
|
2,542
|
|
|
Increase in professional sports teams' expenses associated with regular season food, beverage and merchandise sales
|
1,766
|
|
|
Increase in other team operating expenses
|
1,435
|
|
|
Increase due to higher net provision for NBA luxury tax (excluding the impact of certain team personnel transactions) of $1,234 and higher net provision for NHL revenue sharing (excluding playoffs) of $43
|
1,277
|
|
|
Other net increases, including an increase in event-related expenses associated with other live sporting events
|
244
|
|
|
|
$
|
23,181
|
|
|
Six Months Ended June 30,
|
|
Increase
|
||||||||
|
2011
|
|
2010
|
|
|||||||
Net provisions for certain team personnel transactions (including the impact of NBA luxury tax)
|
$
|
15,254
|
|
|
$
|
6,313
|
|
|
$
|
8,941
|
|
Net provisions for NBA luxury tax (excluding the impact of certain team personnel transactions) and NHL revenue sharing (excluding playoffs)
|
1,389
|
|
|
112
|
|
|
1,277
|
|
|
Years Ended December 31,
|
|
Increase
(Decrease)
in Net
Income
|
||||||||||||||
|
2010
|
|
2009
|
|
|||||||||||||
|
Amount
|
|
% of
Revenues
|
|
Amount
|
|
% of
Revenues
|
|
|||||||||
Revenues
|
$
|
1,157,136
|
|
|
100
|
%
|
|
$
|
1,062,417
|
|
|
100
|
%
|
|
$
|
94,719
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Direct operating
|
686,442
|
|
|
59
|
%
|
|
682,337
|
|
|
64
|
%
|
|
(4,105
|
)
|
|||
Selling, general and administrative
|
279,263
|
|
|
24
|
%
|
|
273,712
|
|
|
26
|
%
|
|
(5,551
|
)
|
|||
Depreciation and amortization
|
56,907
|
|
|
5
|
%
|
|
61,336
|
|
|
6
|
%
|
|
4,429
|
|
|||
Operating income
|
134,524
|
|
|
12
|
%
|
|
45,032
|
|
|
4
|
%
|
|
89,492
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
(3,457
|
)
|
|
NM
|
|
|
(1,117
|
)
|
|
NM
|
|
|
(2,340
|
)
|
|||
Miscellaneous
|
3,924
|
|
|
NM
|
|
|
2,000
|
|
|
NM
|
|
|
1,924
|
|
|||
Income from operations before income taxes
|
134,991
|
|
|
12
|
%
|
|
45,915
|
|
|
4
|
%
|
|
89,076
|
|
|||
Income tax expense
|
(51,611
|
)
|
|
(4
|
)%
|
|
(18,266
|
)
|
|
(2
|
)%
|
|
(33,345
|
)
|
|||
Net income
|
$
|
83,380
|
|
|
7
|
%
|
|
$
|
27,649
|
|
|
3
|
%
|
|
$
|
55,731
|
|
Increase in MSG Media segment revenues
|
$
|
77,387
|
|
Increase in MSG Entertainment segment revenues
|
17,409
|
|
|
Increase in MSG Sports segment revenues
|
3,567
|
|
|
Inter-segment eliminations
|
(3,644
|
)
|
|
|
$
|
94,719
|
|
Increase in MSG Media segment expenses
|
$
|
7,663
|
|
Increase in MSG Entertainment segment expenses
|
17,527
|
|
|
Decrease in MSG Sports segment expenses
|
(17,637
|
)
|
|
Increase in other expenses
|
188
|
|
|
Inter-segment eliminations
|
(3,636
|
)
|
|
|
$
|
4,105
|
|
Increase in MSG Media segment expenses
|
$
|
3,400
|
|
Increase in MSG Entertainment segment expenses
|
1,750
|
|
|
Decrease in MSG Sports segment expenses
|
(8,775
|
)
|
|
Increase in other expenses
|
9,176
|
|
|
|
$
|
5,551
|
|
|
Years Ended
December 31,
|
|
Increase
(Decrease)
in AOCF
|
||||||||
|
2010
|
|
2009
|
|
|||||||
Operating income
|
$
|
134,524
|
|
|
$
|
45,032
|
|
|
$
|
89,492
|
|
Share-based compensation
|
11,333
|
|
|
14,262
|
|
|
(2,929
|
)
|
|||
Depreciation and amortization
|
56,907
|
|
|
61,336
|
|
|
(4,429
|
)
|
|||
AOCF
|
$
|
202,764
|
|
|
$
|
120,630
|
|
|
$
|
82,134
|
|
Increase in AOCF of the MSG Media segment
|
$
|
63,909
|
|
Decrease in AOCF of the MSG Entertainment segment
|
(3,726
|
)
|
|
Increase in AOCF of the MSG Sports segment
|
29,668
|
|
|
Other net decreases
|
(7,717
|
)
|
|
|
$
|
82,134
|
|
|
Years Ended December 31,
|
|
Increase
(Decrease) in
Operating
Income
|
||||||||||||||
|
2010
|
|
2009
|
|
|||||||||||||
|
Amount
|
|
% of
Revenues
|
|
Amount
|
|
% of
Revenues
|
|
|||||||||
Revenues
|
$
|
551,526
|
|
|
100
|
%
|
|
$
|
474,139
|
|
|
100
|
%
|
|
$
|
77,387
|
|
Direct operating expenses
|
225,128
|
|
|
41
|
%
|
|
217,465
|
|
|
46
|
%
|
|
(7,663
|
)
|
|||
Selling, general and administrative expenses
|
98,563
|
|
|
18
|
%
|
|
95,163
|
|
|
20
|
%
|
|
(3,400
|
)
|
|||
Depreciation and amortization
|
18,463
|
|
|
3
|
%
|
|
19,723
|
|
|
4
|
%
|
|
1,260
|
|
|||
Operating income
|
$
|
209,372
|
|
|
38
|
%
|
|
$
|
141,788
|
|
|
30
|
%
|
|
$
|
67,584
|
|
|
Years Ended
December 31,
|
|
Increase
(Decrease) in
AOCF
|
||||||||
|
2010
|
|
2009
|
|
|||||||
Operating income
|
$
|
209,372
|
|
|
$
|
141,788
|
|
|
$
|
67,584
|
|
Share-based compensation
|
3,432
|
|
|
5,847
|
|
|
(2,415
|
)
|
|||
Depreciation and amortization
|
18,463
|
|
|
19,723
|
|
|
(1,260
|
)
|
|||
AOCF
|
$
|
231,267
|
|
|
$
|
167,358
|
|
|
$
|
63,909
|
|
Increase in affiliation fee revenue, primarily at MSG Networks
|
$
|
69,749
|
|
Increase in advertising revenue
|
8,496
|
|
|
Other net decreases
|
(858
|
)
|
|
|
$
|
77,387
|
|
Increase in rights fees, primarily those included in revenues by the MSG Sports segment from the licensing of team programming to MSG Media
|
$
|
4,636
|
|
Increase in other programming expenses driven by costs associated with new programming
|
3,027
|
|
|
|
$
|
7,663
|
|
|
Years Ended December 31,
|
|
Decrease in
AOCF
|
||||||||
|
2010
|
|
2009
|
|
|||||||
Operating loss
|
$
|
(38,572
|
)
|
|
$
|
(37,572
|
)
|
|
$
|
(1,000
|
)
|
Share-based compensation
|
3,562
|
|
|
5,420
|
|
|
(1,858
|
)
|
|||
Depreciation and amortization
|
9,478
|
|
|
10,346
|
|
|
(868
|
)
|
|||
AOCF
|
$
|
(25,532
|
)
|
|
$
|
(21,806
|
)
|
|
$
|
(3,726
|
)
|
Increase in event-related revenues at Radio City Music Hall, excluding
Radio City Christmas Spectacular,
primarily due to the increase in the number of events
|
$
|
13,731
|
|
Increase in event-related revenues at The Garden and The Theater at Madison Square Garden, excluding
Wintuk
|
6,149
|
|
|
Decrease in revenues from the presentation of
Wintuk
due to decrease in the number of performances
|
(1,751
|
)
|
|
Decrease in event-related revenues at the Beacon Theatre, excluding $2,759 increase in revenues from
Banana Shpeel
|
(10,473
|
)
|
|
Increase in revenues from the presentation of
Radio City Christmas Spectacular
|
2,876
|
|
|
Increase in revenues from the presentation of other live entertainment events
|
3,834
|
|
|
Other net increases primarily due to higher non-event related sponsorship and signage revenues
|
3,043
|
|
|
|
$
|
17,409
|
|
Increase in direct operating expenses due to the presentation of
Banana Shpeel
, including an impairment charge of $9,945 recorded in 2010
|
$
|
12,743
|
|
Increase in event-related expenses at Radio City Music Hall, excluding
Radio City Christmas Spectacular
, primarily due to the increase in the number of events
|
7,073
|
|
|
Increase in direct operating expenses related to the presentation of
Radio City Christmas Spectacular
|
6,356
|
|
|
Decrease in direct operating expenses associated with the presentation of
Wintuk
|
(2,882
|
)
|
|
Decrease in event-related expenses at the Beacon Theatre, excluding costs associated with
Banana Shpeel
, as reported above
|
(6,005
|
)
|
|
Other net increases
|
242
|
|
|
|
$
|
17,527
|
|
|
Years Ended December 31,
|
|
Decrease in
Operating
Loss
|
||||||||||||||
|
2010
|
|
2009
|
|
|||||||||||||
|
Amount
|
|
% of
Revenues
|
|
Amount
|
|
% of
Revenues
|
|
|||||||||
Revenues
|
$
|
372,174
|
|
|
100
|
%
|
|
$
|
368,607
|
|
|
100
|
%
|
|
$
|
3,567
|
|
Direct operating expenses
|
263,580
|
|
|
71
|
%
|
|
281,217
|
|
|
76
|
%
|
|
17,637
|
|
|||
Selling, general and administrative expenses
|
99,569
|
|
|
27
|
%
|
|
108,344
|
|
|
29
|
%
|
|
8,775
|
|
|||
Depreciation and amortization
|
10,809
|
|
|
3
|
%
|
|
10,956
|
|
|
3
|
%
|
|
147
|
|
|||
Operating loss
|
$
|
(1,784
|
)
|
|
NM
|
|
|
$
|
(31,910
|
)
|
|
(9
|
)%
|
|
$
|
30,126
|
|
|
Years Ended December 31,
|
|
Increase
(Decrease) in
AOCF
|
||||||||
|
2010
|
|
2009
|
|
|||||||
Operating loss
|
$
|
(1,784
|
)
|
|
$
|
(31,910
|
)
|
|
$
|
30,126
|
|
Share-based compensation
|
2,684
|
|
|
2,995
|
|
|
(311
|
)
|
|||
Depreciation and amortization
|
10,809
|
|
|
10,956
|
|
|
(147
|
)
|
|||
AOCF
|
$
|
11,709
|
|
|
$
|
(17,959
|
)
|
|
$
|
29,668
|
|
Increase in sponsorship and signage revenues
|
$
|
3,675
|
|
Increase in broadcast rights fees from MSG Media
|
3,634
|
|
|
Increase in sports team pre/regular season ticket related revenue
|
3,605
|
|
|
Increase in revenues from NHL and NBA distributions
|
2,916
|
|
|
Decrease in revenues from other live sporting events
|
(4,002
|
)
|
|
Decrease in sports team playoff related revenues
|
(6,954
|
)
|
|
Other net increases
|
693
|
|
|
|
$
|
3,567
|
|
Decrease in team personnel compensation, inclusive of the favorable impact of higher insurance recoveries of $3,161 related to non season-ending player injuries
|
$
|
(12,124
|
)
|
Decrease in sports team playoff related expenses, including playoff related NHL revenue sharing
|
(4,540
|
)
|
|
Decrease in expenses associated with other live sporting events
|
(2,789
|
)
|
|
Decrease due to lower net provision for NBA luxury tax (excluding the impact of certain team personnel transactions described below) of $(3,290), partly offset by higher net provision for NHL revenue sharing (excluding playoffs) of $677
|
(2,613
|
)
|
|
Increase in net provisions for certain team personnel transactions (including the impact of NBA luxury tax)
|
623
|
|
|
Increase in other team operating expenses
|
1,407
|
|
|
Other net increases
|
2,399
|
|
|
|
$
|
(17,637
|
)
|
|
Years Ended December 31,
|
|
Increase
(Decrease)
|
||||||||
|
2010
|
|
2009
|
|
|||||||
Net provisions for NBA luxury tax (excluding the impact of certain team personnel transactions) and NHL revenue sharing (excluding playoffs)
|
$
|
875
|
|
|
$
|
3,488
|
|
|
$
|
(2,613
|
)
|
Net provisions for certain team personnel transactions (including the impact of NBA luxury tax)
|
8,663
|
|
|
8,040
|
|
|
623
|
|
Decrease in severance-related costs, primarily attributable to a separation agreement with a team executive entered into in 2009
|
$
|
(15,951
|
)
|
Increase in employee compensation and related benefits
|
4,704
|
|
|
Other net increases
|
2,472
|
|
|
|
$
|
(8,775
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Year
1
|
|
Years
2-3
|
|
Years
4-5
|
|
More Than
5 Years
|
||||||||||
Off balance sheet arrangements:
|
|
|
|
|
|
|
|
|
|
||||||||||
Contractual obligations
(a)
|
$
|
1,240,926
|
|
|
$
|
211,958
|
|
|
$
|
286,391
|
|
|
$
|
159,097
|
|
|
$
|
583,480
|
|
Operating lease obligations
(b)
|
319,140
|
|
|
42,679
|
|
|
83,390
|
|
|
61,534
|
|
|
131,537
|
|
|||||
Letters of credit
(c)
|
7,146
|
|
|
7,146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
1,567,212
|
|
|
261,783
|
|
|
369,781
|
|
|
220,631
|
|
|
715,017
|
|
|||||
Contractual obligations reflected on the balance sheet:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital lease obligations
(d)
|
3,026
|
|
|
462
|
|
|
924
|
|
|
924
|
|
|
716
|
|
|||||
Contractual obligations
(e)
|
56,915
|
|
|
24,612
|
|
|
6,368
|
|
|
8,440
|
|
|
17,495
|
|
|||||
|
59,941
|
|
|
25,074
|
|
|
7,292
|
|
|
9,364
|
|
|
18,211
|
|
|||||
Total
|
$
|
1,627,153
|
|
|
$
|
286,857
|
|
|
$
|
377,073
|
|
|
$
|
229,995
|
|
|
$
|
733,228
|
|
(a)
|
Contractual obligations not reflected on the balance sheet consist primarily of (i) the MSG Media segment's obligations related to professional team rights, acquired under license agreements, to telecast certain live sporting events, (ii) the MSG Sports segment's obligations under employment agreements that the Company has with its professional sports teams' personnel that are generally guaranteed regardless of employee injury or termination, and (iii) minimum purchase requirements incurred in the normal course of the Company's operations.
|
(b)
|
Operating lease obligations represent future minimum rental payments on various long-term, noncancelable leases for office and storage space, and lease commitments for Radio City Music Hall and the Beacon Theatre.
|
(c)
|
Consists of letters of credit obtained by the Company under the Revolving Credit Facility primarily as collateral for certain insurance policies and for a lease agreement.
|
(d)
|
Reflects the face amount of capital lease obligations, including related interest.
|
(e)
|
Consists principally of amounts earned under employment agreements that the Company has with certain of its professional sports teams' personnel in the MSG Sports segment.
|
Goodwill
|
$
|
742,492
|
|
Indefinite-lived intangible assets
|
158,636
|
|
|
Amortizable intangible assets, net
|
90,705
|
|
|
Property and equipment, net
|
1,135,180
|
|
|
|
$
|
2,127,013
|
|
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)
|
62,421
|
|
|
|
$
|
158,636
|
|
|
Net Carrying
Value
|
|
Estimated
Useful Lives
|
||
Affiliate relationships
|
$
|
54,504
|
|
|
24 years
|
Season ticket holder relationships
|
29,723
|
|
|
12 to 15 years
|
|
Suite holder relationships
|
3,852
|
|
|
11 years
|
|
Other intangibles
|
2,626
|
|
|
15 years
|
|
|
$
|
90,705
|
|
|
|
|
Net Periodic
Benefit
Cost
|
|
Benefit Obligation
|
||
Healthcare cost trend rate assumed for next year
|
8.25
|
%
|
|
7.75
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
5.00
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate
|
2020
|
|
|
2020
|
|
|
Increase
(Decrease) on
Total of Service
and Interest Cost
Components
|
|
Increase
(Decrease) on
Benefit Obligation
|
||||
One percentage point increase
|
$
|
75
|
|
|
$
|
898
|
|
One percentage point decrease
|
(60
|
)
|
|
(807
|
)
|
The following documents are filed as part of this report:
|
|
|||
|
|
|
|
|
1.
|
The financial statements as indicated in the index set forth on page
|
|
||
|
|
|
|
|
2.
|
Financial statement schedule:
|
|
|
|
|
Page
No.
|
Schedule supporting consolidated financial statements:
|
|
3.
|
The Index to Exhibits is on page
|
|
|
Balance at
Beginning
of Period
|
|
(Additions) Deductions Charged to Costs and Expenses
|
|
Deductions
(a)
|
|
Balance
at End of
Period
|
||||||||
Year Ended June 30, 2013 Allowance for doubtful accounts
|
$
|
(2,434
|
)
|
|
$
|
228
|
|
|
$
|
477
|
|
|
$
|
(1,729
|
)
|
Year Ended June 30, 2012 Allowance for doubtful accounts
|
$
|
(2,292
|
)
|
|
$
|
(568
|
)
|
|
$
|
426
|
|
|
$
|
(2,434
|
)
|
Six Months Ended June 30, 2011 Allowance for doubtful accounts
|
$
|
(2,410
|
)
|
|
$
|
(190
|
)
|
|
$
|
308
|
|
|
$
|
(2,292
|
)
|
Year Ended December 31, 2010 Allowance for doubtful accounts
|
$
|
(2,337
|
)
|
|
$
|
(726
|
)
|
|
$
|
653
|
|
|
$
|
(2,410
|
)
|
The Madison Square Garden Company
|
||
|
|
|
By:
|
/
S
/ R
OBERT
M. P
OLLICHINO
|
|
|
Name:
|
Robert M. Pollichino
|
|
Title:
|
Executive Vice President and Chief
|
|
|
Financial Officer
|
Name
|
|
Title
|
|
Date
|
/
S
/ H
ANK
J. R
ATNER
|
|
President and Chief Executive Officer (Principal Executive Officer)
|
|
August 21, 2013
|
Hank J. Ratner
|
|
|
|
|
/
S
/ R
OBERT
M. P
OLLICHINO
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
August 21, 2013
|
Robert M. Pollichino
|
|
|
|
|
/
S
/ J
OSEPH
F. Y
OSPE
|
|
Senior Vice President, Controller and Principal Accounting Officer
|
|
August 21, 2013
|
Joseph F. Yospe
|
|
|
|
|
/
S
/ J
AMES
L. D
OLAN
|
|
Executive Chairman (Director)
|
|
August 21, 2013
|
James L. Dolan
|
|
|
|
|
/
S
/ C
HARLES
F. D
OLAN
|
|
Director
|
|
August 21, 2013
|
Charles F. Dolan
|
|
|
|
|
/
S
/ C
HARLES
P. D
OLAN
|
|
Director
|
|
August 21, 2013
|
Charles P. Dolan
|
|
|
|
|
/
S
/ K
RISTIN
A. D
OLAN
|
|
Director
|
|
August 21, 2013
|
Kristin A. Dolan
|
|
|
|
|
/
S
/ T
HOMAS
C. D
OLAN
|
|
Director
|
|
August 21, 2013
|
Thomas C. Dolan
|
|
|
|
|
/
S
/ B
RIAN
G. S
WEENEY
|
|
Director
|
|
August 21, 2013
|
Brian G. Sweeney
|
|
|
|
|
Name
|
|
Title
|
|
Date
|
/
S
/ D
EBORAH
D
OLAN
-S
WEENEY
|
|
Director
|
|
August 21, 2013
|
Deborah Dolan-Sweeney
|
|
|
|
|
/
S
/ M
ARIANNE
D
OLAN
W
EBER
|
|
Director
|
|
August 21, 2013
|
Marianne Dolan Weber
|
|
|
|
|
/
S
/ W
ILT
H
ILDENBRAND
|
|
Director
|
|
August 21, 2013
|
Wilt Hildenbrand
|
|
|
|
|
/
S
/ R
ICHARD
D. P
ARSONS
|
|
Director
|
|
August 21, 2013
|
Richard D. Parsons
|
|
|
|
|
/
S
/ A
LAN
D. S
CHWARTZ
|
|
Director
|
|
August 21, 2013
|
Alan D. Schwartz
|
|
|
|
|
/
S
/ V
INCENT
T
ESE
|
|
Director
|
|
August 21, 2013
|
Vincent Tese
|
|
|
|
|
EXHIBIT
NO.
|
|
DESCRIPTION
|
2.1
|
|
Distribution Agreement between Cablevision Systems Corporation and Madison Square Garden, Inc. (incorporated by reference to Exhibit 2.1 to Amendment No. 7 to the Company's Registration Statement on Form 10 filed on January 14, 2010).
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Madison Square Garden, Inc. (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed on February 10, 2010).
|
3.1.A
|
|
Certificate of Ownership and Merger merging The Madison Square Garden Company with and into Madison Square Garden, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Form 10-Q for the quarter ended March 31, 2011 filed on May 6, 2011).
|
3.2
|
|
Amended By-Laws of The Madison Square Garden Company (incorporated by reference to Exhibit 3.2 to the Company's Form 10-Q for the quarter ended March 31, 2011 filed on May 6, 2011).
|
4.1
|
|
Registration Rights Agreement by and among Madison Square Garden, Inc. and the Charles F. Dolan Children Trusts (incorporated by reference to Exhibit 3.5 to Amendment No. 7 to the Company's Registration Statement on Form 10 filed on January 14, 2010).
|
4.2
|
|
Registration Rights Agreement by and among Madison Square Garden, Inc. and the Dolan Family Affiliates (incorporated by reference to Exhibit 3.6 to Amendment No. 7 to the Company's Registration Statement on Form 10 filed on January 14, 2010).
|
4.3
|
|
Transfer Consent Agreement with NBA, dated February 9, 2010 (incorporated by reference to Exhibit 3.7 to Amendment No. 6 to the Company's Registration Statement on Form 10 filed on January 11, 2010).
|
4.4
|
|
Transfer Consent Agreement with NHL, dated February 9, 2010 (incorporated by reference to Exhibit 3.8 to Amendment No. 6 to the Company's Registration Statement on Form 10 filed on January 11, 2010).
|
10.1
|
|
Construction Management Agreement as of July 8, 2010 between MSG Holdings, L.P. and Turner Construction Company (incorporated by reference to Exhibit 10.1 to the Company's Current Report Form 8-K filed on July 9, 2010).
|
10.2
|
|
Tax Disaffiliation Agreement between Cablevision Systems Corporation and Madison Square Garden, Inc., dated January 12, 2010 (incorporated by reference to Exhibit 10.2 to Amendment No. 5 to the Company's Registration Statement on Form 10 filed on December 24, 2009).
|
10.3
|
|
Employee Matters Agreement between Cablevision Systems Corporation and Madison Square Garden, Inc., dated January 12, 2010 (incorporated by reference to Exhibit 10.3 to Amendment No. 6 to the Company's Registration Statement on Form 10 filed on January 11, 2010).
|
10.4
|
|
Madison Square Garden, Inc. 2010 Employee Stock Plan (incorporated by reference to Exhibit 10.4 to Amendment No. 6 to the Company's Registration Statement on Form 10 filed on January 11, 2010).†
|
10.5
|
|
Madison Square Garden, Inc. 2010 Cash Incentive Plan (incorporated by reference to Exhibit 10.5 to Amendment No. 6 to the Company's Registration Statement on Form 10 filed on January 11, 2010).†
|
10.6
|
|
Madison Square Garden, Inc. 2010 Stock Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q for the Quarter Ended March 31, 2010 filed on May 7, 2010).†
|
EXHIBIT
NO.
|
|
DESCRIPTION
|
10.7
|
|
Lease Agreement, between RCPI Trust and Radio City Productions LLC, relating to Radio City Music Hall, dated December 4, 1997 (incorporated by reference to Exhibit 10.7 to Amendment No. 4 to the Company's Registration Statement on Form 10 filed on November 4, 2009).+
|
10.8
|
|
First Amendment to Original Lease Agreement, dated December 4, 1997, between RCPI Trust and Radio City Productions LLC, dated February 19, 1999 (incorporated by reference to Exhibit 10.8 to Amendment No. 4 to the Company's Registration Statement on Form 10 filed on November 4, 2009).
|
10.9
|
|
Second Amendment to Original Lease Agreement, dated December 4, 1997, between RCPI Landmark Properties, LLC and Radio City Productions LLC, dated November 6, 2002 (incorporated by reference to Exhibit 10.9 to Amendment No. 4 to the Company's Registration Statement on Form 10 filed on November 4, 2009).+
|
10.10
|
|
Third Amendment to Original Lease Agreement, dated December 4, 1997, between RCPI Landmark Properties, LLC and Radio City Productions LLC, dated August 14, 2008 (incorporated by reference to Exhibit 10.10 to Amendment No. 3 to the Company's Registration Statement on Form 10 filed on October 19, 2009).+
|
10.11
|
|
Fourth Amendment to Lease, dated January 24, 2011 between RCPI Landmark Properties, LLC and Radio City Productions LLC (incorporated by reference to Exhibit 10.11 to the Company's Form 10-K for the fiscal year ended December 31, 2010 filed on March 4, 2011).+
|
10.12
|
|
Restated Guaranty of Lease between Madison Square Garden, L.P. and RCPI Landmark Properties, LLC, dated August 14, 2008 (incorporated by reference to Exhibit 10.11 to Amendment No. 4 to the Company's Registration Statement on Form 10 filed on November 4, 2009).+
|
10.13
|
|
First Amendment to Restated Guaranty dated as of March 22, 2010 by and among RCPI Landmark Properties, LLC and Madison Square Garden, L.P. (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q for the quarter ended June 30, 2010 filed on August 6, 2010).+
|
10.14
|
|
Second Amendment to Restated Guaranty dated as of January 24, 2011 by and among RCPI Landmark Properties, LLC and Madison Square Garden, L.P. (incorporated by reference to Exhibit 10.14 to the Company's Form 10-K for the fiscal year ended December 31, 2010 filed on March 4, 2011).
|
10.15
|
|
Affiliation Agreement between CSC Holdings, Inc. and Madison Square Garden, L.P. (incorporated by reference to Exhibit 10.12 to Amendment No. 6 to the Company's Registration Statement on Form 10 filed on January 11, 2010).+
|
10.16
|
|
Form of Madison Square Garden, Inc. Option Agreement in respect of Vested Cablevision Options granted on and prior to November 8, 2005 (incorporated by reference to Exhibit 10.13 to Amendment No. 6 to the Company's Registration Statement on Form 10 filed on January 11, 2010).†
|
10.17
|
|
Form of Madison Square Garden, Inc. Rights Agreement (incorporated by reference to Exhibit 10.14 to Amendment No. 6 to the Company's Registration Statement on Form 10 filed on January 11, 2010).†
|
10.18
|
|
Form of Madison Square Garden, Inc. Option Agreement in respect of Vested Cablevision Options granted on June 5, 2006 and October 19, 2006 (incorporated by reference to Exhibit 10.15 to Amendment No. 6 to the Company's Registration Statement on Form 10 filed on January 11, 2010).†
|
10.19
|
|
Form of Madison Square Garden, Inc. Option Agreement in respect of Cablevision Options granted on January 20, 2009 (incorporated by reference to Exhibit 10.16 to Amendment No. 6 to the Company's Registration Statement on Form 10 filed on January 11, 2010).†
|
EXHIBIT
NO.
|
|
DESCRIPTION
|
10.20
|
|
Form of Madison Square Garden, Inc. Option Agreement in respect of Cablevision Options granted on March 5, 2009 (incorporated by reference to Exhibit 10.17 to Amendment No. 6 to the Company's Registration Statement on Form 10 filed on January 11, 2010).†
|
10.21
|
|
Employment Agreement by and between Madison Square Garden, Inc. and James L. Dolan (incorporated by reference to Exhibit 10.18 to Amendment No. 5 to the Company's Registration Statement on Form 10 filed on December 24, 2009).†
|
10.22
|
|
Employment Agreement by and between Madison Square Garden, Inc. and Hank J. Ratner (incorporated by reference to Exhibit 10.19 to Amendment No. 5 to the Company's Registration Statement on Form 10 filed on December 24, 2009).†
|
10.23
|
|
Employment Agreement dated August 21, 2012 between The Madison Square Garden Company and Robert M. Pollichino (incorporated by reference to Exhibit 10.23 to the Company's Form 10-K for the fiscal year ended June 30, 2012 filed on August 24, 2012).†
|
10.24
|
|
Employment Agreement dated August 21, 2012 between The Madison Square Garden Company and Lawrence J. Burian (incorporated by reference to Exhibit 10.24 to the Company's Form 10-K for the fiscal year ended June 30, 2012 filed on August 24, 2012).†
|
10.25
|
|
Time Sharing Agreement between Dolan Family Office LLC and Madison Square Garden, Inc. (incorporated by reference to Exhibit 10.22 to Amendment No. 5 to the Company's Registration Statement on Form 10 filed on December 24, 2009).
|
10.26
|
|
Employment Agreement dated August 21, 2012 between The Madison Square Garden Company and Joseph F. Yospe (incorporated by reference to Exhibit 10.26 to the Company's Form 10-K for the fiscal year ended June 30, 2012 filed on August 24, 2012).†
|
10.27
|
|
Credit Agreement, dated as of January 28, 2010, among Madison Square Garden, L.P., certain subsidiaries of Madison Square Garden, L.P., J.P. Morgan Securities Inc., as sole lead arranger, J.P. Morgan Securities Inc., Barclays Capital, Suntrust Robinson Humphrey, Inc. and Banc of America Securities, LLC, as bookrunners, Barclays Capital and Suntrust Robinson Humphrey, Inc., as co-syndication agents, Barclays Bank PLC and Suntrust Robinson Humphrey, Inc., as co-documentation agents, JPMorgan Chase Bank, National Association, as administrative agent, collateral agent and letter of credit issuer, and the lenders parties thereto (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed on February 1, 2010).
|
10.28
|
|
Security Agreement, dated as of January 28, 2010, among Madison Square Garden, L.P., certain subsidiaries of Madison Square Garden, L.P., other guarantors referred to thereto and JPMorgan Chase Bank, National Association, as collateral agent (incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K filed on February 1, 2010).
|
10.29
|
|
Amendment No. 1 to the Credit Agreement dated as of April 15, 2011 among Madison Square Garden, L.P., the Guarantors (as defined in the Credit Agreement), the banks, financial institutions and other institutional lenders parties to the Credit Agreement and JPMorgan Chase Bank, National Association, as agent for the Lenders (incorporated by reference to Exhibit 10.1 to Company's Form 10-Q for the quarter ended March 31, 2011 filed on May 6, 2011).
|
10.30
|
|
Amendment No. 2 to the Credit Agreement dated as of December 7, 2012 among MSG Holdings, L.P., the Guarantors (as defined in the Credit Agreement), the banks, financial institutions and other institutional lenders parties to the Credit Agreement and JPM Morgan Chase Bank, National Association, as agent for the Lenders (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q for the quarter ended December 31, 2012 filed on February 6, 2013).
|
10.31
|
|
Form of Non-Employee Director Award Agreement.†
|
10.32
|
|
Form of Restricted Stock Units Agreement.†
|
EXHIBIT
NO.
|
|
DESCRIPTION
|
10.33
|
|
Form of Performance Award Agreement (incorporated by reference to Exhibit 10.2 to the Company's Form
10-Q for the quarter ended September 30, 2012 filed on November 2, 2012).†
|
10.34
|
|
Form of Restricted Shares Agreement (incorporated by reference to Exhibit 10.30 to the Company's Form
10-K/A (Amendment No. 1) for the fiscal year ended December 31, 2009 filed on April 23, 2010).†
|
10.35
|
|
The Madison Square Garden Company Policy Concerning Certain Matters Relating to AMC Networks Inc. including Responsibilities of Overlapping Directors and Officers (incorporated by reference to Exhibit 10.34 to the Company's Form 10-K for the fiscal year ended June 30, 2012 filed on August 24, 2012)
.
|
10.36
|
|
Summary of Office Space Arrangement between MSG Holdings, L.P. and the Knickerbocker Group LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q for the quarter ended March 31, 2013 filed on May 3, 2013).
|
21.1
|
|
Subsidiaries of the Registrant.
|
23.1
|
|
Consent of KPMG LLP.
|
24.1
|
|
Powers of Attorney (included on the signature page to this Annual Report on Form 10-K).
|
31.1
|
|
Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
|
Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
|
Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
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
|
+
|
Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.
|
†
|
This exhibit is a management contract or a compensatory plan or arrangement.
|
|
Page
|
Consolidated Statements of Stockholders' Equity for the years ended June 30, 2013 and 2012, the six months ended June 30, 2011 and the year ended December 31, 2010
|
|
|
June 30,
2013 |
|
June 30,
2012 |
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
277,913
|
|
|
$
|
206,500
|
|
Restricted cash
|
8,413
|
|
|
5,789
|
|
||
Accounts receivable, net
|
145,728
|
|
|
126,565
|
|
||
Net related party receivables
|
18,565
|
|
|
27,277
|
|
||
Prepaid expenses
|
41,215
|
|
|
29,700
|
|
||
Other current assets
|
20,339
|
|
|
19,980
|
|
||
Total current assets
|
512,173
|
|
|
415,811
|
|
||
Property and equipment, net
|
1,135,180
|
|
|
969,528
|
|
||
Amortizable intangible assets, net
|
90,705
|
|
|
101,814
|
|
||
Indefinite-lived intangible assets
|
158,636
|
|
|
158,636
|
|
||
Goodwill
|
742,492
|
|
|
742,492
|
|
||
Other assets
|
93,028
|
|
|
136,403
|
|
||
|
$
|
2,732,214
|
|
|
$
|
2,524,684
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
16,006
|
|
|
$
|
33,048
|
|
Net related party payables
|
283
|
|
|
362
|
|
||
Accrued liabilities:
|
|
|
|
||||
Employee related costs
|
70,663
|
|
|
82,886
|
|
||
Other accrued liabilities
|
221,405
|
|
|
188,410
|
|
||
Deferred revenue
|
237,537
|
|
|
211,639
|
|
||
Total current liabilities
|
545,894
|
|
|
516,345
|
|
||
Defined benefit and other postretirement obligations
|
59,726
|
|
|
58,817
|
|
||
Other employee related costs
|
45,370
|
|
|
36,689
|
|
||
Other liabilities
|
58,536
|
|
|
60,438
|
|
||
Deferred tax liability
|
543,753
|
|
|
532,382
|
|
||
Total liabilities
|
1,253,279
|
|
|
1,204,671
|
|
||
Commitments and contingencies (Notes 11, 12 and 13)
|
|
|
|
|
|
||
Stockholders' Equity:
|
|
|
|
||||
Class A Common stock, par value $0.01, 360,000 shares authorized; 63,268 and 62,016 shares outstanding as of June 30, 2013 and 2012, respectively
|
639
|
|
|
628
|
|
||
Class B Common stock, par value $0.01, 90,000 shares authorized; 13,589 shares outstanding as of June 30, 2013 and 2012
|
136
|
|
|
136
|
|
||
Preferred stock, par value $0.01, 45,000 shares authorized; none outstanding
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
1,070,764
|
|
|
1,070,046
|
|
||
Treasury stock, at cost, 596 and 927 shares as of June 30, 2013 and 2012, respectively
|
(14,179
|
)
|
|
(22,047
|
)
|
||
Retained earnings
|
437,794
|
|
|
295,412
|
|
||
Accumulated other comprehensive loss
|
(16,219
|
)
|
|
(24,162
|
)
|
||
Total stockholders' equity
|
1,478,935
|
|
|
1,320,013
|
|
||
|
$
|
2,732,214
|
|
|
$
|
2,524,684
|
|
|
Year Ended June 30, 2013
|
|
Year Ended June 30, 2012
|
|
Six Months Ended June 30, 2011
|
|
Year Ended December 31, 2010
|
||||||||
Revenues (including related party revenues of $169,706, $169,532, $81,825 and $159,907, respectively)
|
$
|
1,340,818
|
|
|
$
|
1,284,016
|
|
|
$
|
564,287
|
|
|
$
|
1,157,136
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Direct operating (including related party expenses of $12,870, $12,704, $5,559 and $12,691, respectively)
|
691,029
|
|
|
714,362
|
|
|
331,306
|
|
|
686,442
|
|
||||
Selling, general and administrative (including related party expenses of $13,700, $11,411, $4,483 and $11,651, respectively)
|
309,568
|
|
|
304,624
|
|
|
143,179
|
|
|
279,263
|
|
||||
Depreciation and amortization (including impairments)
|
89,132
|
|
|
87,503
|
|
|
44,926
|
|
|
56,907
|
|
||||
|
1,089,729
|
|
|
1,106,489
|
|
|
519,411
|
|
|
1,022,612
|
|
||||
Operating income
|
251,089
|
|
|
177,527
|
|
|
44,876
|
|
|
134,524
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest income (including related party interest income of $914 for the year ended December 31, 2010)
|
2,195
|
|
|
2,318
|
|
|
1,212
|
|
|
3,308
|
|
||||
Interest expense
|
(7,917
|
)
|
|
(7,070
|
)
|
|
(3,428
|
)
|
|
(6,765
|
)
|
||||
Miscellaneous
|
3,497
|
|
|
7,072
|
|
|
5,561
|
|
|
3,924
|
|
||||
|
(2,225
|
)
|
|
2,320
|
|
|
3,345
|
|
|
467
|
|
||||
Income from operations before income taxes
|
248,864
|
|
|
179,847
|
|
|
48,221
|
|
|
134,991
|
|
||||
Income tax expense
|
(106,482
|
)
|
|
(73,302
|
)
|
|
(20,607
|
)
|
|
(51,611
|
)
|
||||
Net income
|
$
|
142,382
|
|
|
$
|
106,545
|
|
|
$
|
27,614
|
|
|
$
|
83,380
|
|
Basic earnings per common share
|
$
|
1.87
|
|
|
$
|
1.42
|
|
|
$
|
0.37
|
|
|
$
|
1.13
|
|
Diluted earnings per common share
|
$
|
1.83
|
|
|
$
|
1.38
|
|
|
$
|
0.36
|
|
|
$
|
1.09
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
76,268
|
|
|
74,938
|
|
|
74,350
|
|
|
73,864
|
|
||||
Diluted
|
77,940
|
|
|
77,459
|
|
|
77,193
|
|
|
76,714
|
|
|
|
Year Ended June 30, 2013
|
|
Year Ended June 30, 2012
|
|
Six Months Ended June 30, 2011
|
|
Year Ended December 31, 2010
|
||||||||||||||||||||||||
Net income
|
|
|
|
$
|
142,382
|
|
|
|
|
$
|
106,545
|
|
|
|
|
$
|
27,614
|
|
|
|
|
$
|
83,380
|
|
||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Pension plans and postretirement plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net unamortized gains(losses) arising during the period
|
|
$
|
3,871
|
|
|
|
|
$
|
(5,042
|
)
|
|
|
|
$
|
1,358
|
|
|
|
|
$
|
(4,498
|
)
|
|
|
||||||||
Prior service credit due to plan amendment
|
|
—
|
|
|
|
|
190
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
||||||||||||
Amortization of net actuarial loss included in net periodic benefit cost
|
|
1,206
|
|
|
|
|
1,163
|
|
|
|
|
718
|
|
|
|
|
1,232
|
|
|
|
||||||||||||
Amortization of net prior service credit included in net periodic benefit cost
|
|
(80
|
)
|
|
$
|
4,997
|
|
|
(86
|
)
|
|
$
|
(3,775
|
)
|
|
(30
|
)
|
|
$
|
2,046
|
|
|
(59
|
)
|
|
$
|
(3,325
|
)
|
||||
Net changes related to available-for-sale securities
|
|
|
|
2,946
|
|
|
|
|
(5,154
|
)
|
|
|
|
2,208
|
|
|
|
|
—
|
|
||||||||||||
Other comprehensive income (loss)
|
|
|
|
7,943
|
|
|
|
|
(8,929
|
)
|
|
|
|
4,254
|
|
|
|
|
(3,325
|
)
|
||||||||||||
Comprehensive income
|
|
|
|
$
|
150,325
|
|
|
|
|
$
|
97,616
|
|
|
|
|
$
|
31,868
|
|
|
|
|
$
|
80,055
|
|
|
Years Ended June 30,
|
|
Six Months Ended June 30, 2011
|
|
Year Ended December 31, 2010
|
||||||||||
|
2013
|
|
2012
|
||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
142,382
|
|
|
$
|
106,545
|
|
|
$
|
27,614
|
|
|
$
|
83,380
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization (including impairments)
|
89,132
|
|
|
87,503
|
|
|
44,926
|
|
|
56,907
|
|
||||
Impairment of deferred costs
|
4,982
|
|
|
—
|
|
|
—
|
|
|
11,437
|
|
||||
Amortization of deferred financing costs
|
2,180
|
|
|
2,180
|
|
|
1,090
|
|
|
1,998
|
|
||||
Share-based compensation expense related to equity classified awards
|
15,296
|
|
|
18,316
|
|
|
5,870
|
|
|
9,977
|
|
||||
Share-based compensation expense prior to the Distribution
|
—
|
|
|
—
|
|
|
—
|
|
|
1,012
|
|
||||
Excess tax benefit on share-based awards
|
(8,317
|
)
|
|
(6,998
|
)
|
|
(2,981
|
)
|
|
(699
|
)
|
||||
Deemed capital contribution related to income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
6,780
|
|
||||
Gain on exchange of investment
|
—
|
|
|
—
|
|
|
(3,375
|
)
|
|
—
|
|
||||
Gain on sale of investment
|
(3,130
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Provision for doubtful accounts
|
(228
|
)
|
|
568
|
|
|
190
|
|
|
726
|
|
||||
Change in assets and liabilities:
|
|
|
|
|
|
|
|
||||||||
Accounts receivable, net
|
(18,935
|
)
|
|
(9,120
|
)
|
|
9,694
|
|
|
1,837
|
|
||||
Net related party receivables
|
8,712
|
|
|
(4,690
|
)
|
|
320
|
|
|
(15,062
|
)
|
||||
Prepaid expenses and other assets
|
(14,204
|
)
|
|
(1,078
|
)
|
|
(7,612
|
)
|
|
13,277
|
|
||||
Accounts payable
|
(14,743
|
)
|
|
17,339
|
|
|
6,164
|
|
|
142
|
|
||||
Net related party payables
|
(79
|
)
|
|
362
|
|
|
—
|
|
|
—
|
|
||||
Accrued and other liabilities
|
29,564
|
|
|
45,073
|
|
|
(23,697
|
)
|
|
612
|
|
||||
Deferred revenue
|
24,920
|
|
|
55,592
|
|
|
7,228
|
|
|
15,235
|
|
||||
Deferred income taxes
|
5,523
|
|
|
21,781
|
|
|
(13,533
|
)
|
|
7,723
|
|
||||
Net cash provided by operating activities
|
263,055
|
|
|
333,373
|
|
|
51,898
|
|
|
195,282
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
(229,497
|
)
|
|
(401,424
|
)
|
|
(95,906
|
)
|
|
(132,905
|
)
|
||||
Proceeds from sale of investment
|
44,136
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Proceeds from asset sales
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||
Decrease in restricted cash
|
—
|
|
|
—
|
|
|
—
|
|
|
2,000
|
|
||||
Payments for acquisition of assets
|
—
|
|
|
(27,657
|
)
|
|
(2,142
|
)
|
|
(529
|
)
|
||||
Net cash used in investing activities
|
(185,361
|
)
|
|
(429,081
|
)
|
|
(98,048
|
)
|
|
(131,424
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||||||
Proceeds from promissory note due from related party
|
—
|
|
|
—
|
|
|
—
|
|
|
190,000
|
|
||||
Additions to deferred financing costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,370
|
)
|
||||
Principal payments on capital lease obligations
|
(272
|
)
|
|
(864
|
)
|
|
(695
|
)
|
|
(1,315
|
)
|
||||
Acquisition of restricted shares
|
—
|
|
|
(11,768
|
)
|
|
(6,556
|
)
|
|
(3,723
|
)
|
||||
Proceeds from stock option exercises
|
6,822
|
|
|
2,966
|
|
|
798
|
|
|
3,633
|
|
||||
Taxes paid in lieu of shares issued for equity-based compensation
|
(21,148
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Excess tax benefit on share-based awards
|
8,317
|
|
|
6,998
|
|
|
2,981
|
|
|
699
|
|
||||
Net cash provided by (used in) financing activities
|
(6,281
|
)
|
|
(2,668
|
)
|
|
(3,472
|
)
|
|
180,924
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
71,413
|
|
|
(98,376
|
)
|
|
(49,622
|
)
|
|
244,782
|
|
||||
Cash and cash equivalents at beginning of period
|
206,500
|
|
|
304,876
|
|
|
354,498
|
|
|
109,716
|
|
||||
Cash and cash equivalents at end of period
|
$
|
277,913
|
|
|
$
|
206,500
|
|
|
$
|
304,876
|
|
|
$
|
354,498
|
|
Supplemental Data:
|
|
|
|
|
|
|
|
||||||||
Income taxes paid, net
|
$
|
82,444
|
|
|
$
|
12,995
|
|
|
$
|
27,445
|
|
|
$
|
38,507
|
|
Interest paid for capital lease obligations
|
281
|
|
|
358
|
|
|
215
|
|
|
555
|
|
||||
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
||||||||
Deemed capital distributions, net primarily related to income taxes and share-based compensation expense prior to the Distribution
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(23,576
|
)
|
Capital expenditures incurred but not yet paid
|
54,837
|
|
|
59,666
|
|
|
81,274
|
|
|
30,151
|
|
||||
Asset retirement obligations
|
6,700
|
|
|
15,998
|
|
|
18,088
|
|
|
9,827
|
|
||||
Leasehold improvements paid by landlord and other non-cash additions to property and equipment
|
978
|
|
|
1,540
|
|
|
—
|
|
|
4,658
|
|
|
Common
Stock
Issued
|
|
Additional
Paid-In Capital
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
|
||||||||||||
Balance as of January 1, 2010
|
$
|
—
|
|
|
$
|
1,042,283
|
|
|
$
|
—
|
|
|
$
|
77,873
|
|
|
$
|
(14,053
|
)
|
|
$
|
1,106,103
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
83,380
|
|
|
—
|
|
|
83,380
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,325
|
)
|
|
(3,325
|
)
|
||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
80,055
|
|
|||||||||||
Deemed capital contribution related to share-based compensation expense prior to the Distribution
|
—
|
|
|
1,012
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,012
|
|
||||||
Deemed capital contribution related to income taxes
|
—
|
|
|
6,780
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,780
|
|
||||||
Adjustments related to the transfer of liabilities from Cablevision in connection with certain pension plans as a result of the Distribution, net of taxes
|
—
|
|
|
(1,008
|
)
|
|
—
|
|
|
—
|
|
|
(2,109
|
)
|
|
(3,117
|
)
|
||||||
Deemed capital contribution related to the transfer of certain liabilities between the Company and Cablevision, net of taxes
|
—
|
|
|
5,125
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,125
|
|
||||||
Reclassification of common stock in connection with the Distribution
|
755
|
|
|
(755
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Distribution date deferred tax assets and liabilities adjustments
|
—
|
|
|
(35,485
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,485
|
)
|
||||||
Exercise of options
|
5
|
|
|
3,628
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,633
|
|
||||||
Share-based compensation expense
|
—
|
|
|
9,977
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,977
|
|
||||||
Treasury stock acquired from acquisition of restricted shares
|
—
|
|
|
—
|
|
|
(3,723
|
)
|
|
—
|
|
|
—
|
|
|
(3,723
|
)
|
||||||
Excess tax benefit on share-based awards, net of deficiency
|
—
|
|
|
564
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
564
|
|
||||||
Balance as of December 31, 2010
|
$
|
760
|
|
|
$
|
1,032,121
|
|
|
$
|
(3,723
|
)
|
|
$
|
161,253
|
|
|
$
|
(19,487
|
)
|
|
$
|
1,170,924
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
27,614
|
|
|
—
|
|
|
27,614
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,254
|
|
|
4,254
|
|
||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
31,868
|
|
|||||||||||
Exercise of options
|
1
|
|
|
797
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
798
|
|
||||||
Share-based compensation expense
|
—
|
|
|
5,870
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,870
|
|
||||||
Treasury stock acquired from acquisition of restricted shares
|
—
|
|
|
—
|
|
|
(6,556
|
)
|
|
—
|
|
|
—
|
|
|
(6,556
|
)
|
||||||
Excess tax benefit on share-based awards
|
—
|
|
|
2,981
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,981
|
|
||||||
Balance as of June 30, 2011
|
$
|
761
|
|
|
$
|
1,041,769
|
|
|
$
|
(10,279
|
)
|
|
$
|
188,867
|
|
|
$
|
(15,233
|
)
|
|
$
|
1,205,885
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
106,545
|
|
|
—
|
|
|
106,545
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,929
|
)
|
|
(8,929
|
)
|
||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
97,616
|
|
|||||||||||
Exercise of options
|
3
|
|
|
2,963
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,966
|
|
||||||
Share-based compensation expense
|
—
|
|
|
18,316
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,316
|
|
||||||
Treasury stock acquired from acquisition of restricted shares
|
—
|
|
|
—
|
|
|
(11,768
|
)
|
|
—
|
|
|
—
|
|
|
(11,768
|
)
|
||||||
Excess tax benefit on share-based awards
|
—
|
|
|
6,998
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,998
|
|
||||||
Balance as of June 30, 2012
|
$
|
764
|
|
|
$
|
1,070,046
|
|
|
$
|
(22,047
|
)
|
|
$
|
295,412
|
|
|
$
|
(24,162
|
)
|
|
$
|
1,320,013
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
142,382
|
|
|
—
|
|
|
142,382
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,943
|
|
|
7,943
|
|
||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
150,325
|
|
|||||||||||
Exercise of options
|
11
|
|
|
6,799
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
6,822
|
|
||||||
Share-based compensation expense
|
—
|
|
|
15,296
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,296
|
|
||||||
Tax withholding associated with shares issued for equity-based compensation
|
—
|
|
|
(21,148
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,148
|
)
|
||||||
Shares issued upon Restricted Stock Units vesting
|
—
|
|
|
(7,856
|
)
|
|
7,856
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Excess tax benefit on share-based
awards, net
|
—
|
|
|
7,627
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,627
|
|
||||||
Balance as of June 30, 2013
|
$
|
775
|
|
|
$
|
1,070,764
|
|
|
$
|
(14,179
|
)
|
|
$
|
437,794
|
|
|
$
|
(16,219
|
)
|
|
$
|
1,478,935
|
|
Land
|
$
|
23,757
|
|
Building
|
6,031
|
|
|
Trademarks
|
540
|
|
|
|
$
|
30,328
|
|
|
Year Ended June 30, 2013
|
|
Year Ended June 30, 2012
|
|
Six Months Ended June 30, 2011
|
|
Year Ended December 31, 2010
|
||||
Weighted-average shares for basic EPS
|
76,268
|
|
|
74,938
|
|
|
74,350
|
|
|
73,864
|
|
Dilutive effect of shares issuable under share-based compensation plans and shares restricted on the same basis as underlying Cablevision restricted shares
|
1,672
|
|
|
2,521
|
|
|
2,843
|
|
|
2,850
|
|
Weighted-average shares for diluted EPS
|
77,940
|
|
|
77,459
|
|
|
77,193
|
|
|
76,714
|
|
Anti-dilutive shares
|
18
|
|
|
—
|
|
|
3
|
|
|
39
|
|
|
Year Ended June 30, 2013
|
|
Year Ended June 30, 2012
|
|
Six Months Ended June 30, 2011
|
|
Year Ended December 31, 2010
|
||||||||
Provisions for Team Personnel Transactions net of insurance recoveries discussed below
|
$
|
18,715
|
|
|
$
|
16,314
|
|
|
$
|
15,254
|
|
|
$
|
8,663
|
|
Insurance recoveries included in provisions for Team Personnel Transactions above
|
—
|
|
|
—
|
|
|
—
|
|
|
820
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Insurance recoveries related to non season-ending player injuries
|
—
|
|
|
323
|
|
|
—
|
|
|
7,999
|
|
|
|
Year Ended June 30, 2013
|
|
Year Ended June 30, 2012
|
|
Six Months Ended June 30, 2011
|
|
Year Ended December 31, 2010
|
||||||||
Unrealized gain (loss) arising during the
period
|
|
$
|
9,587
|
|
|
$
|
(8,961
|
)
|
|
$
|
3,874
|
|
|
$
|
—
|
|
Unrealized gain reclassified from accumulated
other comprehensive income to net income
|
|
4,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
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)
|
62,421
|
|
|
|
$
|
158,636
|
|
As of June 30, 2013
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Affiliate relationships
|
$
|
83,044
|
|
|
$
|
(28,540
|
)
|
|
$
|
54,504
|
|
Season ticket holder relationships
|
73,124
|
|
|
(43,401
|
)
|
|
29,723
|
|
|||
Suite holder relationships
|
15,394
|
|
|
(11,542
|
)
|
|
3,852
|
|
|||
Other intangibles
|
4,217
|
|
|
(1,591
|
)
|
|
2,626
|
|
|||
|
$
|
175,779
|
|
|
$
|
(85,074
|
)
|
|
$
|
90,705
|
|
As of June 30, 2012
|
|
|
|
|
|
||||||
Affiliation agreements and affiliate relationships
|
$
|
106,677
|
|
|
$
|
(48,357
|
)
|
|
$
|
58,320
|
|
Season ticket holder relationships
|
75,005
|
|
|
(39,994
|
)
|
|
35,011
|
|
|||
Suite holder relationships
|
15,394
|
|
|
(10,142
|
)
|
|
5,252
|
|
|||
Broadcast rights
|
15,209
|
|
|
(14,992
|
)
|
|
217
|
|
|||
Other intangibles
|
11,739
|
|
|
(8,725
|
)
|
|
3,014
|
|
|||
|
$
|
224,024
|
|
|
$
|
(122,210
|
)
|
|
$
|
101,814
|
|
|
Estimated
Useful Lives
|
Affiliate relationships
|
24 years
|
Season ticket holder relationships
|
12 to 15 years
|
Suite holder relationships
|
11 years
|
Other intangibles
|
15 years
|
Fiscal year ending June 30, 2014
|
$
|
10,399
|
|
Fiscal year ending June 30, 2015
|
10,399
|
|
|
Fiscal year ending June 30, 2016
|
10,051
|
|
|
Fiscal year ending June 30, 2017
|
8,526
|
|
|
Fiscal year ending June 30, 2018
|
7,076
|
|
|
June 30, 2013
|
|
June 30, 2012
|
|
Estimated
Useful Lives
|
||||
Land
|
$
|
92,828
|
|
|
$
|
92,828
|
|
|
|
Buildings
|
781,747
|
|
|
604,504
|
|
|
Up to 45 years
|
||
Equipment
|
310,946
|
|
|
287,841
|
|
|
2 to 20 years
|
||
Aircraft
|
43,388
|
|
|
42,961
|
|
|
8 to 15 years
|
||
Furniture and fixtures
|
36,824
|
|
|
25,592
|
|
|
3 to 9 years
|
||
Leasehold improvements
|
151,224
|
|
|
148,572
|
|
|
Shorter of term of lease or life of improvement
|
||
Construction in progress
|
147,398
|
|
|
202,926
|
|
|
|
||
|
1,564,355
|
|
|
1,405,224
|
|
|
|
||
Less accumulated depreciation and amortization
|
(429,175
|
)
|
|
(435,696
|
)
|
|
|
||
|
$
|
1,135,180
|
|
|
$
|
969,528
|
|
|
|
|
June 30, 2013
|
|
|
June 30, 2012
|
|||
Equipment
|
$
|
3,187
|
|
|
$
|
4,052
|
|
Less accumulated depreciation
|
(1,790
|
)
|
|
(1,507
|
)
|
||
|
$
|
1,397
|
|
|
$
|
2,545
|
|
Balance as of July 1, 2011
|
$
|
32,907
|
|
Liabilities incurred
|
6,000
|
|
|
Revisions in estimated liabilities
|
9,998
|
|
|
Accretion expense
|
13
|
|
|
Payments
|
(36,700
|
)
|
|
Balance as of June 30, 2012
|
$
|
12,218
|
|
Revisions in estimated liabilities
|
6,700
|
|
|
Accretion expense
|
15
|
|
|
Payments
|
(6,683
|
)
|
|
Balance as of June 30, 2013
|
$
|
12,250
|
|
|
June 30,
2013 |
|
June 30,
2012 |
||||
Revolving Credit Facility
|
$
|
—
|
|
|
$
|
—
|
|
Related party capital lease obligations
(a)
|
2,224
|
|
|
3,361
|
|
||
Total
|
$
|
2,224
|
|
|
$
|
3,361
|
|
(a)
|
Classified in other accrued liabilities and other liabilities in the accompanying consolidated balance s
heets (See
Note 9
).
|
Fiscal year ending June 30, 2014
|
$
|
462
|
|
Fiscal year ending June 30, 2015
|
462
|
|
|
Fiscal year ending June 30, 2016
|
462
|
|
|
Fiscal year ending June 30, 2017
|
462
|
|
|
Fiscal year ending June 30, 2018
|
462
|
|
|
Thereafter
|
716
|
|
|
Total minimum lease payments
|
3,026
|
|
|
Less amount representing interest
|
(802
|
)
|
|
Present value of minimum future capital lease payments
|
2,224
|
|
|
Less principal portion of current installments
|
(257
|
)
|
|
Long-term portion of obligations under capital leases
|
$
|
1,967
|
|
Fiscal year ending June 30, 2014
|
$
|
42,679
|
|
Fiscal year ending June 30, 2015
|
41,812
|
|
|
Fiscal year ending June 30, 2016
|
41,578
|
|
|
Fiscal year ending June 30, 2017
|
38,305
|
|
|
Fiscal year ending June 30, 2018
|
23,229
|
|
|
Thereafter
|
131,537
|
|
|
|
$
|
319,140
|
|
|
Total
|
|
Year 1
|
|
Years 2-3
|
|
Years 4-5
|
|
More Than
5 Years
|
||||||||||
Off balance sheet arrangements:
|
|
|
|
|
|
|
|
|
|
||||||||||
Contractual obligations
(a)
|
$
|
1,240,926
|
|
|
$
|
211,958
|
|
|
$
|
286,391
|
|
|
$
|
159,097
|
|
|
$
|
583,480
|
|
Letters of credit
(b)
|
7,146
|
|
|
7,146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
1,248,072
|
|
|
219,104
|
|
|
286,391
|
|
|
159,097
|
|
|
583,480
|
|
|||||
Contractual obligations reflected on the balance sheet
(c)
|
56,915
|
|
|
24,612
|
|
|
6,368
|
|
|
8,440
|
|
|
17,495
|
|
|||||
Total
|
$
|
1,304,987
|
|
|
$
|
243,716
|
|
|
$
|
292,759
|
|
|
$
|
167,537
|
|
|
$
|
600,975
|
|
(a)
|
Contractual obligations not reflected on the balance sheet consist primarily of (i) the MSG Media segment's obligations related to professional team rights, acquired under license agreements, to telecast certain live sporting events, (ii) the MSG Sports segment's obligations under employment agreements that the Company has with its professional sports teams' personnel that are generally guaranteed regardless of employee injury or termination, and (iii) minimum purchase requirements incurred in the normal course of the Company's operations.
|
(b)
|
Consists of letters of credit obtained by the Company under the Revolving Credit Facility primarily as collateral for certain insurance policies and for a lease agreement.
|
(c)
|
Consists principally of amounts earned under employment agreements that the Company has with certain of its professional sports teams' personnel in the MSG Sports segment.
|
|
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 I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||
June 30, 2013
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market accounts
|
$
|
231,788
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
231,788
|
|
Time deposits
|
40,281
|
|
|
—
|
|
|
—
|
|
|
40,281
|
|
||||
Total assets measured at fair value
|
$
|
272,069
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
272,069
|
|
June 30, 2012
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market accounts
|
$
|
79,994
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
79,994
|
|
Time deposits
|
120,629
|
|
|
—
|
|
|
—
|
|
|
120,629
|
|
||||
Available-for-sale securities (in other assets)
|
35,919
|
|
|
—
|
|
|
—
|
|
|
35,919
|
|
||||
Total assets measured at fair value
|
$
|
236,542
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
236,542
|
|
|
Pension Plans and
Postretirement
Plan
|
|
Unrealized
Gain (Loss) on
Available-for-sale
Securities
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||
Balance as of January 1, 2010
|
$
|
(14,053
|
)
|
|
$
|
—
|
|
|
$
|
(14,053
|
)
|
Other comprehensive loss, before income taxes
|
(5,856
|
)
|
|
—
|
|
|
(5,856
|
)
|
|||
Adjustment related to the transfer of liabilities from Cablevision in connection with certain pension plans as a result of the Distribution, before income taxes
|
(3,728
|
)
|
|
—
|
|
|
(3,728
|
)
|
|||
Income tax benefit
(a)
|
4,150
|
|
|
—
|
|
|
4,150
|
|
|||
Balance as of December 31, 2010
|
(19,487
|
)
|
|
—
|
|
|
(19,487
|
)
|
|||
Other comprehensive income, before income taxes
|
3,590
|
|
|
3,874
|
|
|
7,464
|
|
|||
Income tax expense
|
(1,544
|
)
|
|
(1,666
|
)
|
|
(3,210
|
)
|
|||
Balance as of June 30, 2011
|
(17,441
|
)
|
|
2,208
|
|
|
(15,233
|
)
|
|||
Other comprehensive loss, before income taxes
|
(6,570
|
)
|
|
(8,961
|
)
|
|
(15,531
|
)
|
|||
Income tax benefit
|
2,795
|
|
|
3,807
|
|
|
6,602
|
|
|||
Balance as of June 30, 2012
|
(21,216
|
)
|
|
(2,946
|
)
|
|
(24,162
|
)
|
|||
Other comprehensive income, before income taxes
|
8,705
|
|
|
5,087
|
|
|
13,792
|
|
|||
Income tax expense
|
(3,708
|
)
|
|
(2,141
|
)
|
|
(5,849
|
)
|
|||
Balance as of June 30, 2013
|
$
|
(16,219
|
)
|
|
$
|
—
|
|
|
$
|
(16,219
|
)
|
|
Pension Plans
|
|
Postretirement Plan
|
||||||||||||
|
June 30,
2013 |
|
June 30,
2012 |
|
June 30,
2013 |
|
June 30,
2012 |
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of period
|
$
|
159,763
|
|
|
$
|
124,010
|
|
|
$
|
8,436
|
|
|
$
|
7,888
|
|
Service cost
|
6,737
|
|
|
6,558
|
|
|
239
|
|
|
214
|
|
||||
Interest cost
|
6,866
|
|
|
6,895
|
|
|
305
|
|
|
359
|
|
||||
Actuarial loss (gain)
|
(14,801
|
)
|
|
27,707
|
|
|
(955
|
)
|
|
225
|
|
||||
Benefits paid
|
(5,095
|
)
|
|
(5,407
|
)
|
|
(276
|
)
|
|
(250
|
)
|
||||
Benefit obligation at end of period
|
153,470
|
|
|
159,763
|
|
|
7,749
|
|
|
8,436
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of period
|
108,017
|
|
|
77,428
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
(5,260
|
)
|
|
22,094
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
1,999
|
|
|
13,902
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(5,095
|
)
|
|
(5,407
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of period
|
99,661
|
|
|
108,017
|
|
|
—
|
|
|
—
|
|
||||
Funded status at end of period
|
$
|
(53,809
|
)
|
|
$
|
(51,746
|
)
|
|
$
|
(7,749
|
)
|
|
$
|
(8,436
|
)
|
|
Pension Plans
|
|
Postretirement Plan
|
||||||||||||
|
June 30,
2013 |
|
June 30,
2012 |
|
June 30,
2013 |
|
June 30,
2012 |
||||||||
Current liabilities (included in accrued employee related costs)
|
$
|
(1,624
|
)
|
|
$
|
(1,124
|
)
|
|
$
|
(208
|
)
|
|
$
|
(241
|
)
|
Non-current liabilities (included in defined benefit and other postretirement obligations)
|
(52,185
|
)
|
|
(50,622
|
)
|
|
(7,541
|
)
|
|
(8,195
|
)
|
||||
|
$
|
(53,809
|
)
|
|
$
|
(51,746
|
)
|
|
$
|
(7,749
|
)
|
|
$
|
(8,436
|
)
|
|
Pension Plans
|
|
Postretirement Plan
|
||||||||||||
|
June 30,
2013 |
|
June 30,
2012 |
|
June 30,
2013 |
|
June 30,
2012 |
||||||||
Actuarial gain (loss)
|
$
|
(28,847
|
)
|
|
$
|
(36,740
|
)
|
|
$
|
224
|
|
|
$
|
(727
|
)
|
Prior service credit (cost)
|
(66
|
)
|
|
(91
|
)
|
|
578
|
|
|
743
|
|
||||
|
$
|
(28,913
|
)
|
|
$
|
(36,831
|
)
|
|
$
|
802
|
|
|
$
|
16
|
|
|
Pension Plans
|
|
Postretirement Plan
|
||||||||||||||||||||||||||||
|
Year Ended June 30, 2013
|
|
Year Ended June 30, 2012
|
|
Six Months Ended June 30, 2011
|
|
Year Ended December 31, 2010
|
|
Year Ended June 30, 2013
|
|
Year Ended June 30, 2012
|
|
Six Months Ended June 30, 2011
|
|
Year Ended December 31, 2010
|
||||||||||||||||
Service cost
|
$
|
6,737
|
|
|
$
|
6,558
|
|
|
$
|
3,347
|
|
|
$
|
6,074
|
|
|
$
|
239
|
|
|
$
|
214
|
|
|
$
|
128
|
|
|
$
|
199
|
|
Interest cost
|
6,866
|
|
|
6,895
|
|
|
3,340
|
|
|
6,351
|
|
|
305
|
|
|
359
|
|
|
202
|
|
|
342
|
|
||||||||
Expected return on plan assets
|
(3,752
|
)
|
|
(2,606
|
)
|
|
(1,095
|
)
|
|
(1,617
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Recognized actuarial loss (gain)
|
2,104
|
|
|
2,042
|
|
|
1,261
|
|
|
2,245
|
|
|
(4
|
)
|
|
(21
|
)
|
|
1
|
|
|
(75
|
)
|
||||||||
Amortization of unrecognized prior service cost (credit)
|
26
|
|
|
26
|
|
|
13
|
|
|
28
|
|
|
(165
|
)
|
|
(176
|
)
|
|
(66
|
)
|
|
(132
|
)
|
||||||||
Net periodic benefit cost
|
$
|
11,981
|
|
|
$
|
12,915
|
|
|
$
|
6,866
|
|
|
$
|
13,081
|
|
|
$
|
375
|
|
|
$
|
376
|
|
|
$
|
265
|
|
|
$
|
334
|
|
|
Pension Plans
|
|
Postretirement Plan
|
||||||||||||||||||||||||||||
|
Year Ended June 30, 2013
|
|
Year Ended June 30, 2012
|
|
Six Months Ended June 30, 2011
|
|
Year Ended December 31, 2010
|
|
Year Ended June 30, 2013
|
|
Year Ended June 30, 2012
|
|
Six Months Ended June 30, 2011
|
|
Year Ended December 31, 2010
|
||||||||||||||||
Actuarial gain (loss)
|
$
|
5,789
|
|
|
$
|
(8,216
|
)
|
|
$
|
2,519
|
|
|
$
|
(6,770
|
)
|
|
$
|
955
|
|
|
$
|
(556
|
)
|
|
$
|
1
|
|
|
$
|
(1,172
|
)
|
Recognized actuarial (gain) loss
|
2,104
|
|
|
2,042
|
|
|
1,261
|
|
|
2,245
|
|
|
(4
|
)
|
|
(21
|
)
|
|
1
|
|
|
(75
|
)
|
||||||||
Recognized prior service (credit) cost
|
26
|
|
|
26
|
|
|
13
|
|
|
28
|
|
|
(165
|
)
|
|
(176
|
)
|
|
(66
|
)
|
|
(132
|
)
|
||||||||
Prior service credit due to plan amendment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
331
|
|
|
—
|
|
|
—
|
|
||||||||
Transfer of unrecognized actuarial loss from Cablevision as a result of the Cablevision Cash Balance Plans transfer
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,712
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Transfer of unrecognized prior service cost from Cablevision as a result of the Cablevision Cash Balance Plans transfer
|
—
|
|
|
—
|
|
|
—
|
|
|
(155
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total recognized in other comprehensive income (loss)
|
$
|
7,919
|
|
|
$
|
(6,148
|
)
|
|
$
|
3,793
|
|
|
$
|
(8,364
|
)
|
|
$
|
786
|
|
|
$
|
(422
|
)
|
|
$
|
(64
|
)
|
|
$
|
(1,379
|
)
|
|
Pension Plans
|
|
Postretirement Plan
|
||||||||
|
June 30,
2013 |
|
June 30,
2012 |
|
June 30,
2013 |
|
June 30,
2012 |
||||
Discount rate
|
4.80
|
%
|
|
4.21
|
%
|
|
4.50
|
%
|
|
3.90
|
%
|
Rate of compensation increase
|
2.98
|
%
|
|
2.96
|
%
|
|
n/a
|
|
|
n/a
|
|
Healthcare cost trend rate assumed for next year
|
n/a
|
|
|
n/a
|
|
|
7.75
|
%
|
|
8.25
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
n/a
|
|
|
n/a
|
|
|
5.00
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate
|
n/a
|
|
|
n/a
|
|
|
2020
|
|
|
2020
|
|
|
Pension Plans
|
|
Postretirement Plan
|
||||||||||||||||||||
|
Year Ended June 30, 2013
|
|
Year Ended June 30, 2012
|
|
Six Months Ended June 30, 2011
|
|
Year Ended December 31, 2010
|
|
Year Ended June 30, 2013
|
|
Year Ended June 30, 2012
|
|
Six Months Ended June 30, 2011
|
|
Year Ended December 31, 2010
|
||||||||
Discount rate
|
4.21
|
%
|
|
5.68
|
%
|
|
5.55
|
%
|
|
6.24
|
%
|
|
3.90
|
%
|
|
5.35
|
%
|
|
5.35
|
%
|
|
5.90
|
%
|
Expected long-term return on plan assets
|
4.00
|
%
|
|
4.00
|
%
|
|
4.26
|
%
|
|
4.06
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Rate of compensation increase
|
2.96
|
%
|
|
2.97
|
%
|
|
3.00
|
%
|
|
2.00
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Healthcare cost trend rate assumed for next year
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
8.25
|
%
|
|
8.75
|
%
|
|
9.00
|
%
|
|
8.00
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
2020
|
|
|
2020
|
|
|
2019
|
|
|
2014
|
|
|
Increase (Decrease) on Total of Service and
Interest Cost Components for the
|
|
Increase (Decrease) on Benefit
Obligation at
|
||||||||||||||||||||
|
Year Ended June 30, 2013
|
|
Year Ended June 30, 2012
|
|
Six Months Ended June 30, 2011
|
|
Year Ended December 31, 2010
|
|
June 30,
2013 |
|
June 30,
2012 |
||||||||||||
One percentage point increase
|
$
|
75
|
|
|
$
|
76
|
|
|
$
|
44
|
|
|
$
|
70
|
|
|
$
|
898
|
|
|
$
|
994
|
|
One percentage point decrease
|
(60
|
)
|
|
(64
|
)
|
|
(38
|
)
|
|
(60
|
)
|
|
(807
|
)
|
|
(914
|
)
|
Asset Classes
(a)
:
|
June 30,
2013 |
|
June 30,
2012 |
||
Fixed income securities
|
75
|
%
|
|
79
|
%
|
Cash equivalents
|
25
|
%
|
|
21
|
%
|
|
100
|
%
|
|
100
|
%
|
(a)
|
The Company's target allocation for pension plan assets is
80%
fixed income securities and
20%
cash equivalents as of
June 30, 2013
.
|
Fair Value of Investments at June 30, 2013
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury Securities
|
$
|
24,410
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,410
|
|
U.S. corporate bonds
|
—
|
|
|
39,471
|
|
|
—
|
|
|
39,471
|
|
||||
Foreign issued corporate bonds
|
—
|
|
|
10,406
|
|
|
—
|
|
|
10,406
|
|
||||
Municipal bonds
|
—
|
|
|
202
|
|
|
—
|
|
|
202
|
|
||||
Money market
|
25,173
|
|
|
—
|
|
|
—
|
|
|
25,173
|
|
||||
Total investments measured at fair value
|
$
|
49,583
|
|
|
$
|
50,079
|
|
|
$
|
—
|
|
|
$
|
99,662
|
|
Fair Value of Investments at June 30, 2012
|
|
|
|
|
|
|
|
||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Long-term bond funds
|
$
|
85,213
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
85,213
|
|
Money market
|
22,804
|
|
|
—
|
|
|
—
|
|
|
22,804
|
|
||||
Total investments measured at fair value
|
$
|
108,017
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
108,017
|
|
|
Pension
Plans
|
|
Postretirement
Plan
|
|
Subsidy
|
||||||
Fiscal year ending June 30, 2014
|
$
|
6,580
|
|
|
$
|
213
|
|
|
$
|
—
|
|
Fiscal year ending June 30, 2015
|
7,480
|
|
|
274
|
|
|
—
|
|
|||
Fiscal year ending June 30, 2016
|
7,620
|
|
|
330
|
|
|
—
|
|
|||
Fiscal year ending June 30, 2017
|
8,220
|
|
|
392
|
|
|
—
|
|
|||
Fiscal year ending June 30, 2018
|
9,010
|
|
|
455
|
|
|
—
|
|
|||
Fiscal years ending June 30, 2019 – 2023
|
59,360
|
|
|
3,179
|
|
|
—
|
|
|
Year Ended June 30, 2013
|
|
Year Ended June 30, 2012
|
|
Six Months Ended June 30, 2011
|
|
Year Ended December 31, 2010
|
||||||||
MSG Savings Plans
|
$
|
3,529
|
|
|
$
|
3,112
|
|
|
$
|
1,457
|
|
|
$
|
—
|
|
Cablevision Savings Plans
|
—
|
|
|
—
|
|
|
258
|
|
|
2,794
|
|
||||
Total
|
$
|
3,529
|
|
|
$
|
3,112
|
|
|
$
|
1,715
|
|
|
$
|
2,794
|
|
•
|
Assets contributed to a multiemployer defined benefit pension plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to a multiemployer defined benefit pension plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
•
|
If the Company chooses to stop participating in some of these multiemployer defined benefit pension plans, the Company may be required to pay those plans an amount based on the Company's proportion of the underfunded status of the plan, referred to as a withdrawal liability. However, cessation of participation in a multiemployer defined benefit pension plan and subsequent payment of any withdrawal liability is subject to the collective bargaining process.
|
|
|
|
|
|
PPA Zone Status
|
|
FIP/RP Status Pending / Implemented
|
|
MSG Contributions
|
|
|
|
|
||||||||||||||||
Plan Name
|
EIN
|
|
Pension Plan Number
|
|
As of June 30, 2013
|
|
As of June 30, 2012
|
|
|
Year Ended June 30, 2013
|
|
Year Ended June 30, 2012
|
|
Six Months Ended June 30, 2011
|
|
Year Ended December 31, 2010
|
|
Surcharge Imposed
|
|
Expiration Date of CBA
|
|||||||||
National Basketball Association Players' Pension Plan
|
13-5582586
|
|
003
|
|
Yellow as of 2/1/2012
|
|
Yellow as of 2/1/2011
|
|
Implemented
|
|
$
|
1,609
|
|
|
$
|
1,514
|
|
|
$
|
—
|
|
|
$
|
1,422
|
|
|
No
|
|
6/2021 (with certain termination rights becoming effective during 6/2017)
|
Pension Fund of Local No. 1 of I.A.T.S.E.
|
13-6414973
|
|
001
|
|
Green as of 12/31/2011
|
|
Green as of 12/31/2010
|
|
No
|
|
1,789
|
|
|
2,120
|
|
|
912
|
|
|
1,820
|
|
|
No
|
|
9/30/2012 - 8/22/2015
|
||||
The Pension, Hospitalization and Benefit Plan of the Electrical Industry – Pension Trust Fund
|
13-6123601
|
|
001
|
|
Green as of 9/30/2012
|
|
Green as of 9/30/2011
|
|
No
|
|
1,750
|
|
|
1,889
|
|
|
906
|
|
|
2,049
|
|
|
No
|
|
6/30/2015
|
||||
NBA Pension Plan for Coaches, Assistant Coaches and Trainers
|
13-5582586
|
|
004
|
|
Yellow as of 5/31/12
|
|
Yellow as of 5/31/2011
|
|
Implemented
|
|
350
|
|
|
788
|
|
|
—
|
|
|
861
|
|
|
No
|
|
n/a
|
||||
All Other Multiemployer Defined Benefit Pension Plans
|
|
|
|
|
|
|
|
|
|
|
2,686
|
|
|
2,821
|
|
|
1,196
|
|
|
2,657
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
$
|
8,184
|
|
|
$
|
9,132
|
|
|
$
|
3,014
|
|
|
$
|
8,809
|
|
|
|
|
|
Fund Name
|
Year Contributions to Plan Exceeded
5 Percent of Total Contributions
(As of Plan's Year-End)
|
Pension Fund of Local No. 1 of I.A.T.S.E
|
December 31, 2011, 2010, and 2009
|
Pension Fund of Wardrobe Attendants Union Local 764
|
December 31, 2011, 2010, and 2009
|
32BJ/Broadway League Pension Fund
|
December 31, 2011, 2010, and 2009
|
NBA Pension Plan for Coaches, Assistant Coaches and Trainers
|
May 31, 2011, 2010, and 2009
|
Pension Fund of Moving Picture Machine Operators Union of Greater New York, Local 306
|
December 31, 2011
|
|
Year Ended June 30, 2013
|
|
Year Ended June 30, 2012
|
|
Six Months Ended June 30, 2011
|
|
Year Ended December 31, 2010
|
||||||||
Company restricted stock units
|
$
|
14,661
|
|
|
$
|
14,487
|
|
|
$
|
3,801
|
|
|
$
|
4,870
|
|
Company stock appreciation rights
|
16
|
|
|
28
|
|
|
9
|
|
|
64
|
|
||||
Company restricted shares
|
635
|
|
|
1,395
|
|
|
1,042
|
|
|
1,555
|
|
||||
Cablevision stock appreciation rights
|
16
|
|
|
(242
|
)
|
|
45
|
|
|
307
|
|
||||
Cablevision restricted shares
|
—
|
|
|
1,791
|
|
|
1,027
|
|
|
4,537
|
|
||||
AMC Networks stock appreciation rights
|
12
|
|
|
103
|
|
|
—
|
|
|
—
|
|
||||
AMC Networks restricted shares
|
—
|
|
|
643
|
|
|
—
|
|
|
—
|
|
||||
Total share-based compensation
|
$
|
15,340
|
|
|
$
|
18,205
|
|
|
$
|
5,924
|
|
|
$
|
11,333
|
|
|
Number of
|
|
Weighted
Average
Exercise
Price Per
Share
|
|
Weighted
Average
Remaining
Contractual
Term (In Years)
|
|
Aggregate Intrinsic
Value
|
||||||||
|
Non-Performance
Vesting
Options |
|
Performance
Vesting
Options (a) |
|
|||||||||||
Balance as of June 30, 2012
|
1,371
|
|
|
103
|
|
|
$
|
9.55
|
|
|
2.82
|
|
$
|
41,113
|
|
Exercised
(b)
|
(1,039
|
)
|
|
(68
|
)
|
|
$
|
8.53
|
|
|
|
|
|
||
Balance as of June 30, 2013
|
332
|
|
|
35
|
|
|
$
|
12.63
|
|
|
2.70
|
|
$
|
17,117
|
|
Exercisable as of June 30, 2013
|
307
|
|
|
35
|
|
|
$
|
11.89
|
|
|
2.49
|
|
$
|
16,203
|
|
(a)
|
The Cablevision performance objective with respect to these awards has been achieved.
|
(b)
|
Stock options exercised include
340
Company stock options that were exercised pursuant to a cashless exercise, of which approximately
189
Company stock options were surrendered to the Company in order to meet tax withholding requirements and for the exercise price of the stock options. The Company remitted to Cablevision
$5,637
, which represents the aggregate value on the exercise date of the stock options that were surrendered to the Company to meet tax withholding requirements. This amount is reflected as a financing activity in the accompanying consolidated statement of cash flows for the year ended June 30, 2013 and has been classified as additional paid-in capital.
|
|
Restricted
Shares
|
|
Weighted-Average
Fair Value Per Share
at Date of Grant
|
|||
Unvested award balance as of June 30, 2012
|
119
|
|
|
$
|
21.90
|
|
Vested
|
(119
|
)
|
|
$
|
21.90
|
|
Unvested award balance as of June 30, 2013
|
—
|
|
|
$
|
—
|
|
|
Number of
|
|
Weighted-Average
Fair Value Per Share
At Date of Grant
|
||||||
|
Non-Performance
Vesting
RSUs
|
|
Performance
Vesting
RSUs |
|
|||||
Unvested award balance as of June 30, 2012
|
1,171
|
|
|
674
|
|
|
$
|
24.11
|
|
Granted
|
340
|
|
|
120
|
|
|
$
|
42.21
|
|
Vested
|
(332
|
)
|
|
(301
|
)
|
|
$
|
22.87
|
|
Forfeited
|
(226
|
)
|
|
—
|
|
|
$
|
26.96
|
|
Unvested award balance as of June 30, 2013
|
953
|
|
|
493
|
|
|
$
|
29.97
|
|
|
Years Ended June 30,
|
|
Six Months Ended June 30, 2011
|
|
Year Ended December 31, 2010
(a)
|
||||||||||
|
2013
|
|
2012
|
|
|
||||||||||
Revenues
|
$
|
169,706
|
|
|
$
|
169,532
|
|
|
$
|
81,825
|
|
|
$
|
159,907
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Origination, master control and post production services
|
$
|
(9,201
|
)
|
|
$
|
(9,819
|
)
|
|
$
|
(4,925
|
)
|
|
$
|
(9,006
|
)
|
Advertising expense
|
(11,677
|
)
|
|
(7,452
|
)
|
|
(1,367
|
)
|
|
(4,060
|
)
|
||||
Corporate general and administrative
|
(2,122
|
)
|
|
(2,989
|
)
|
|
(2,016
|
)
|
|
(8,369
|
)
|
||||
Telephone and other fiber optic transmission services
|
(1,743
|
)
|
|
(1,650
|
)
|
|
(716
|
)
|
|
(627
|
)
|
||||
Risk management and general insurance
|
—
|
|
|
—
|
|
|
—
|
|
|
(713
|
)
|
||||
Other expenses
|
(1,827
|
)
|
|
(2,205
|
)
|
|
(1,018
|
)
|
|
(1,567
|
)
|
|
Year Ended June 30, 2013
|
|
Year Ended June 30, 2012
|
|
Six Months Ended June 30, 2011
|
|
Year Ended December 31, 2010
|
||||||||
Current expense:
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
71,969
|
|
|
$
|
22,930
|
|
|
$
|
22,666
|
|
|
$
|
28,127
|
|
State and other
|
28,498
|
|
|
28,386
|
|
|
11,474
|
|
|
15,739
|
|
||||
|
100,467
|
|
|
51,316
|
|
|
34,140
|
|
|
43,866
|
|
||||
Deferred expense (benefit):
|
|
|
|
|
|
|
|
||||||||
Federal
|
531
|
|
|
36,977
|
|
|
(8,626
|
)
|
|
12,589
|
|
||||
State and other
|
4,992
|
|
|
(15,183
|
)
|
|
(4,907
|
)
|
|
(4,866
|
)
|
||||
|
5,523
|
|
|
21,794
|
|
|
(13,533
|
)
|
|
7,723
|
|
||||
Tax expense relating to uncertain tax positions
|
492
|
|
|
192
|
|
|
—
|
|
|
22
|
|
||||
Income tax expense
|
$
|
106,482
|
|
|
$
|
73,302
|
|
|
$
|
20,607
|
|
|
$
|
51,611
|
|
|
Year Ended June 30, 2013
|
|
Year Ended June 30, 2012
|
|
Six Months Ended June 30, 2011
|
|
Year Ended December 31, 2010
|
||||||||
Federal tax expense at statutory federal rate
|
$
|
87,102
|
|
|
$
|
62,945
|
|
|
$
|
16,877
|
|
|
$
|
47,247
|
|
State income taxes, net of federal benefit
|
20,485
|
|
|
16,015
|
|
|
5,175
|
|
|
11,258
|
|
||||
Change in the estimated applicable corporate tax rate used to determine deferred taxes
|
1,304
|
|
|
(6,073
|
)
|
|
(537
|
)
|
|
(3,862
|
)
|
||||
Nondeductible disability insurance premiums expense and (nontaxable) disability insurance recoveries, net
|
1,165
|
|
|
2,173
|
|
|
1,403
|
|
|
(1,403
|
)
|
||||
Domestic production activities tax deduction
|
(6,773
|
)
|
|
(1,695
|
)
|
|
(2,002
|
)
|
|
(2,148
|
)
|
||||
Tax expense relating to uncertain tax positions
|
492
|
|
|
192
|
|
|
—
|
|
|
22
|
|
||||
State tax credits
|
(91
|
)
|
|
(139
|
)
|
|
(81
|
)
|
|
(309
|
)
|
||||
Nondeductible expenses and other
|
2,798
|
|
|
(116
|
)
|
|
(228
|
)
|
|
806
|
|
||||
Income tax expense
|
$
|
106,482
|
|
|
$
|
73,302
|
|
|
$
|
20,607
|
|
|
$
|
51,611
|
|
|
June 30,
2013 |
|
June 30,
2012 |
||||
Deferred tax asset (liability)
|
|
|
|
||||
Investment in MSG L.P.
|
$
|
(552,873
|
)
|
|
$
|
(542,611
|
)
|
Compensation and benefit plans
|
9,120
|
|
|
10,229
|
|
||
Net noncurrent deferred tax liability
|
$
|
(543,753
|
)
|
|
$
|
(532,382
|
)
|
Balance as of June 30, 2012
|
$
|
214
|
|
Additions for tax positions related to prior years
|
492
|
|
|
Balance as of June 30, 2013
|
$
|
706
|
|
|
Year Ended June 30, 2013
|
|
Year Ended June 30, 2012
|
|
Six Months Ended June 30, 2011
|
|
Year Ended December 31, 2010
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
MSG Media
|
$
|
677,733
|
|
|
$
|
614,168
|
|
|
$
|
287,114
|
|
|
$
|
551,526
|
|
MSG Entertainment
|
252,195
|
|
|
263,976
|
|
|
78,770
|
|
|
303,952
|
|
||||
MSG Sports
|
470,290
|
|
|
464,726
|
|
|
233,120
|
|
|
372,174
|
|
||||
All other
|
458
|
|
|
165
|
|
|
—
|
|
|
—
|
|
||||
Inter-segment eliminations
(a)
|
(59,858
|
)
|
|
(59,019
|
)
|
|
(34,717
|
)
|
|
(70,516
|
)
|
||||
|
$
|
1,340,818
|
|
|
$
|
1,284,016
|
|
|
$
|
564,287
|
|
|
$
|
1,157,136
|
|
(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.
|
|
Year Ended June 30, 2013
|
|
Year Ended June 30, 2012
|
|
Six Months Ended June 30, 2011
|
|
Year Ended December 31, 2010
|
||||||||
Inter-segment revenues
|
|
|
|
|
|
|
|
||||||||
MSG Entertainment
|
$
|
81
|
|
|
$
|
93
|
|
|
$
|
48
|
|
|
$
|
468
|
|
MSG Sports
|
59,777
|
|
|
58,926
|
|
|
34,669
|
|
|
70,048
|
|
||||
|
$
|
59,858
|
|
|
$
|
59,019
|
|
|
$
|
34,717
|
|
|
$
|
70,516
|
|
|
Year Ended June 30, 2013
|
|
Year Ended June 30, 2012
|
|
Six Months Ended June 30, 2011
|
|
Year Ended December 31, 2010
|
||||||||
AOCF
|
|
|
|
|
|
|
|
||||||||
MSG Media
|
$
|
349,506
|
|
|
$
|
258,599
|
|
|
$
|
120,805
|
|
|
$
|
231,267
|
|
MSG Entertainment
|
(10,205
|
)
|
|
5,295
|
|
|
(18,697
|
)
|
|
(25,532
|
)
|
||||
MSG Sports
|
27,014
|
|
|
28,717
|
|
|
2,246
|
|
|
11,709
|
|
||||
All other
(a)
|
(10,754
|
)
|
|
(9,376
|
)
|
|
(8,628
|
)
|
|
(14,680
|
)
|
||||
|
$
|
355,561
|
|
|
$
|
283,235
|
|
|
$
|
95,726
|
|
|
$
|
202,764
|
|
|
Year Ended June 30, 2013
|
|
Year Ended June 30, 2012
|
|
Six Months Ended June 30, 2011
|
|
Year Ended December 31, 2010
|
||||||||
Depreciation and amortization (including impairments)
|
|
|
|
|
|
|
|
||||||||
MSG Media
|
$
|
16,358
|
|
|
$
|
24,616
|
|
|
$
|
11,090
|
|
|
$
|
18,463
|
|
MSG Entertainment
|
9,522
|
|
|
9,653
|
|
|
4,568
|
|
|
9,478
|
|
||||
MSG Sports
|
10,451
|
|
|
11,003
|
|
|
5,490
|
|
|
10,809
|
|
||||
All other
(b)
|
52,801
|
|
|
42,231
|
|
|
23,778
|
|
|
18,157
|
|
||||
|
$
|
89,132
|
|
|
$
|
87,503
|
|
|
$
|
44,926
|
|
|
$
|
56,907
|
|
|
Year Ended June 30, 2013
|
|
Year Ended June 30, 2012
|
|
Six Months Ended June 30, 2011
|
|
Year Ended December 31, 2010
|
||||||||
Share-based compensation expense
|
|
|
|
|
|
|
|
||||||||
MSG Media
|
$
|
4,579
|
|
|
$
|
5,637
|
|
|
$
|
1,991
|
|
|
$
|
3,432
|
|
MSG Entertainment
|
5,005
|
|
|
4,944
|
|
|
1,274
|
|
|
3,562
|
|
||||
MSG Sports
|
3,089
|
|
|
4,645
|
|
|
1,650
|
|
|
2,684
|
|
||||
All other
|
2,667
|
|
|
2,979
|
|
|
1,009
|
|
|
1,655
|
|
||||
|
$
|
15,340
|
|
|
$
|
18,205
|
|
|
$
|
5,924
|
|
|
$
|
11,333
|
|
|
Year Ended June 30, 2013
|
|
Year Ended June 30, 2012
|
|
Six Months Ended June 30, 2011
|
|
Year Ended December 31, 2010
|
||||||||
Operating income (loss)
|
|
|
|
|
|
|
|
||||||||
MSG Media
|
$
|
328,569
|
|
|
$
|
228,346
|
|
|
$
|
107,724
|
|
|
$
|
209,372
|
|
MSG Entertainment
|
(24,732
|
)
|
|
(9,302
|
)
|
|
(24,539
|
)
|
|
(38,572
|
)
|
||||
MSG Sports
|
13,474
|
|
|
13,069
|
|
|
(4,894
|
)
|
|
(1,784
|
)
|
||||
All other
|
(66,222
|
)
|
|
(54,586
|
)
|
|
(33,415
|
)
|
|
(34,492
|
)
|
||||
|
$
|
251,089
|
|
|
$
|
177,527
|
|
|
$
|
44,876
|
|
|
$
|
134,524
|
|
|
Year Ended June 30, 2013
|
|
Year Ended June 30, 2012
|
|
Six Months Ended June 30, 2011
|
|
Year Ended December 31, 2010
|
||||||||
Total operating income for reportable segments
|
$
|
317,311
|
|
|
$
|
232,113
|
|
|
$
|
78,291
|
|
|
$
|
169,016
|
|
Other operating loss
|
(66,222
|
)
|
|
(54,586
|
)
|
|
(33,415
|
)
|
|
(34,492
|
)
|
||||
Operating income
|
251,089
|
|
|
177,527
|
|
|
44,876
|
|
|
134,524
|
|
||||
Items excluded from operating income:
|
|
|
|
|
|
|
|
||||||||
Interest income
|
2,195
|
|
|
2,318
|
|
|
1,212
|
|
|
3,308
|
|
||||
Interest expense
|
(7,917
|
)
|
|
(7,070
|
)
|
|
(3,428
|
)
|
|
(6,765
|
)
|
||||
Miscellaneous income
(c)
|
3,497
|
|
|
7,072
|
|
|
5,561
|
|
|
3,924
|
|
||||
Income from operations before income taxes
|
$
|
248,864
|
|
|
$
|
179,847
|
|
|
$
|
48,221
|
|
|
$
|
134,991
|
|
|
Year Ended June 30, 2013
|
|
Year Ended June 30, 2012
|
|
Six Months Ended June 30, 2011
|
|
Year Ended December 31, 2010
|
||||||||
Capital expenditures
|
|
|
|
|
|
|
|
||||||||
MSG Media
|
$
|
11,664
|
|
|
$
|
9,385
|
|
|
$
|
4,055
|
|
|
$
|
21,136
|
|
MSG Entertainment
|
14,798
|
|
|
3,821
|
|
|
2,259
|
|
|
6,438
|
|
||||
MSG Sports
|
3,242
|
|
|
1,872
|
|
|
268
|
|
|
899
|
|
||||
All other
(d)
|
199,793
|
|
|
386,346
|
|
|
89,324
|
|
|
104,432
|
|
||||
|
$
|
229,497
|
|
|
$
|
401,424
|
|
|
$
|
95,906
|
|
|
$
|
132,905
|
|
(a)
|
Consists of unallocated corporate general and administrative costs. The results for the year ended June 30, 2012 reflect changes made by the Company to include approximately
$5,000
of certain non-capitalized Transformation sales-related and other expenses in our reportable segment results that were previously not allocated. The Company believes these costs are more appropriately reflected in its reportable segment results. In the year ended June 30, 2012, the MSG Sports segment results of operations reflect approximately
$3,600
of these costs.
|
(b)
|
Principally 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)
|
Miscellaneous income for the year ended June 30, 2013 consists principally of a gain from the sale of all of the Company's holdings of Live Nation common stock. Miscellaneous income for the year ended June 30, 2012 consists principally of the recovery of certain claims in connection with a third party bankruptcy proceeding. Miscellaneous income for the six months ended June 30, 2011 consists of dividends received from Front Line, as well as a gain recorded as a result of the Company's exchange of its interest in Front Line for Live Nation common stock. Miscellaneous income for the year ended December 31, 2010 includes dividends received from Front Line. Miscellaneous income for the year ended December 31, 2010, also reflects a gain from insurance proceeds of
$1,147
, which relates to certain fully amortized theater show assets that were destroyed in a flood at a storage facility.
|
(d)
|
Consists principally of capital expenditures associated with the Transformation.
|
|
June 30,
2013 |
|
June 30,
2012 |
||
Customer A
|
15
|
%
|
|
16
|
%
|
Customer B
|
14
|
%
|
|
16
|
%
|
Customer C
|
12
|
%
|
|
13
|
%
|
Reported in
|
June 30, 2013
|
June 30, 2012
|
||||
Prepaid expenses
|
$
|
4,000
|
|
$
|
2,000
|
|
Other current assets
|
2,000
|
|
2,000
|
|
||
Other assets
|
42,000
|
|
43,000
|
|
||
|
$
|
48,000
|
|
$
|
47,000
|
|
|
Year Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
|
2012
|
|
2011 (unaudited)
|
|
2011
|
|
2010 (unaudited)
|
||||||||
Operating Data:
|
|
|
|
|
|
|
|
||||||||
Revenues (including related party revenues of
$169,532, $162,949, $81,825 and $78,783, respectively)
|
$
|
1,284,016
|
|
|
$
|
1,187,791
|
|
|
$
|
564,287
|
|
|
$
|
533,632
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Direct operating (including related party expenses of
$12,704, $12,517, $5,559 and $5,733, respectively)
|
714,362
|
|
|
696,834
|
|
|
331,306
|
|
|
320,914
|
|
||||
Selling, general and administrative (including related
party expenses of $11,411, $9,470, $4,483 and
$6,664, respectively)
|
304,624
|
|
|
294,810
|
|
|
143,179
|
|
|
127,632
|
|
||||
Depreciation and amortization (including
impairments)
|
87,503
|
|
|
72,573
|
|
|
44,926
|
|
|
29,260
|
|
||||
Operating income
|
177,527
|
|
|
123,574
|
|
|
44,876
|
|
|
55,826
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest income (including related party interest
income of $914 for the six months ended June 30,
2010)
|
2,318
|
|
|
2,479
|
|
|
1,212
|
|
|
2,041
|
|
||||
Interest expense
|
(7,070
|
)
|
|
(7,046
|
)
|
|
(3,428
|
)
|
|
(3,147
|
)
|
||||
Miscellaneous
|
7,072
|
|
|
7,485
|
|
|
5,561
|
|
|
2,000
|
|
||||
Income from operations before income taxes
|
179,847
|
|
|
126,492
|
|
|
48,221
|
|
|
56,720
|
|
||||
Income tax expense
|
(73,302
|
)
|
|
(46,892
|
)
|
|
(20,607
|
)
|
|
(25,326
|
)
|
||||
Net income
|
$
|
106,545
|
|
|
$
|
79,600
|
|
|
$
|
27,614
|
|
|
$
|
31,394
|
|
Basic earnings per common share
|
$
|
1.42
|
|
|
$
|
1.07
|
|
|
$
|
0.37
|
|
|
$
|
0.43
|
|
Diluted earnings per common share
|
$
|
1.38
|
|
|
$
|
1.03
|
|
|
$
|
0.36
|
|
|
$
|
0.41
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
74,938
|
|
|
74,184
|
|
|
74,350
|
|
|
73,705
|
|
||||
Diluted
|
77,459
|
|
|
77,058
|
|
|
77,193
|
|
|
76,488
|
|
||||
Cash Flow Data:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
333,373
|
|
|
$
|
180,523
|
|
|
$
|
51,898
|
|
|
$
|
70,798
|
|
Net cash used in investing activities
|
(429,081
|
)
|
|
(191,899
|
)
|
|
(98,048
|
)
|
|
(41,766
|
)
|
||||
Net cash provided by (used in) financing activities
|
(2,668
|
)
|
|
(3,493
|
)
|
|
(3,472
|
)
|
|
180,997
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
$
|
(98,376
|
)
|
|
$
|
(14,869
|
)
|
|
$
|
(49,622
|
)
|
|
$
|
210,029
|
|
|
Three Months Ended
|
|
Year Ended
June 30,
2013
|
||||||||||||||||
|
September 30, 2012
|
|
December 31, 2012
|
|
March 31, 2013
|
|
June 30,
2013
|
|
|
||||||||||
Revenues
|
204,166
|
|
|
387,886
|
|
|
412,406
|
|
|
336,360
|
|
|
$
|
1,340,818
|
|
||||
Operating expenses
|
$
|
(163,976
|
)
|
|
$
|
(306,863
|
)
|
|
$
|
(348,620
|
)
|
|
$
|
(270,270
|
)
|
|
(1,089,729
|
)
|
|
Operating income
|
$
|
40,190
|
|
|
$
|
81,023
|
|
|
$
|
63,786
|
|
|
$
|
66,090
|
|
|
$
|
251,089
|
|
Net income
|
$
|
20,605
|
|
|
$
|
46,911
|
|
|
$
|
38,449
|
|
|
$
|
36,417
|
|
|
$
|
142,382
|
|
Basic earnings per common share
|
$
|
0.27
|
|
|
$
|
0.62
|
|
|
$
|
0.50
|
|
|
$
|
0.47
|
|
|
$
|
1.87
|
|
Diluted earnings per common share
|
$
|
0.26
|
|
|
$
|
0.60
|
|
|
$
|
0.49
|
|
|
$
|
0.47
|
|
|
$
|
1.83
|
|
|
Three Months Ended
|
|
Year Ended
June 30,
2012
|
||||||||||||||||
|
September 30, 2011
|
|
December 31, 2011
|
|
March 31, 2012
|
|
June 30,
2012
|
|
|||||||||||
Revenues
|
$
|
177,639
|
|
|
$
|
373,007
|
|
|
$
|
400,451
|
|
|
$
|
332,919
|
|
|
$
|
1,284,016
|
|
Operating expenses
|
(151,276
|
)
|
|
(325,051
|
)
|
|
(347,128
|
)
|
|
(283,034
|
)
|
|
(1,106,489
|
)
|
|||||
Operating income
|
$
|
26,363
|
|
|
$
|
47,956
|
|
|
$
|
53,323
|
|
|
$
|
49,885
|
|
|
$
|
177,527
|
|
Net income
|
$
|
21,288
|
|
|
$
|
25,619
|
|
|
$
|
31,075
|
|
|
$
|
28,563
|
|
|
$
|
106,545
|
|
Basic earnings per common share
|
$
|
0.29
|
|
|
$
|
0.34
|
|
|
$
|
0.41
|
|
|
$
|
0.38
|
|
|
$
|
1.42
|
|
Diluted earnings per common share
|
$
|
0.28
|
|
|
$
|
0.33
|
|
|
$
|
0.40
|
|
|
$
|
0.37
|
|
|
$
|
1.38
|
|
|
Three Months Ended
|
|
Six Months
Ended June 30,
2011
|
||||||||
|
March 31, 2011
|
|
June 30,
2011
|
|
|||||||
Revenues
|
$
|
330,413
|
|
|
$
|
233,874
|
|
|
$
|
564,287
|
|
Operating expenses
|
(300,014
|
)
|
|
(219,397
|
)
|
|
(519,411
|
)
|
|||
Operating income
|
$
|
30,399
|
|
|
$
|
14,477
|
|
|
$
|
44,876
|
|
Net income
|
$
|
19,087
|
|
|
$
|
8,527
|
|
|
$
|
27,614
|
|
Basic earnings per common share
|
$
|
0.26
|
|
|
$
|
0.11
|
|
|
$
|
0.37
|
|
Diluted earnings per common share
|
$
|
0.25
|
|
|
$
|
0.11
|
|
|
$
|
0.36
|
|
|
Three Months Ended
|
|
Year Ended
December 31,
2010
|
||||||||||||||||
|
March 31,
2010
|
|
June 30,
2010
|
|
September 30,
2010
|
|
December 31,
2010
|
|
|||||||||||
Revenues
|
$
|
306,501
|
|
|
$
|
227,131
|
|
|
$
|
190,830
|
|
|
$
|
432,674
|
|
|
$
|
1,157,136
|
|
Operating expenses
|
(276,370
|
)
|
|
(201,436
|
)
|
|
(164,572
|
)
|
|
(380,234
|
)
|
|
(1,022,612
|
)
|
|||||
Operating income
|
$
|
30,131
|
|
|
$
|
25,695
|
|
|
$
|
26,258
|
|
|
$
|
52,440
|
|
|
$
|
134,524
|
|
Net income
|
$
|
17,381
|
|
|
$
|
14,013
|
|
|
$
|
19,264
|
|
|
$
|
32,722
|
|
|
$
|
83,380
|
|
Basic earnings per common share
|
$
|
0.24
|
|
|
$
|
0.19
|
|
|
$
|
0.26
|
|
|
$
|
0.44
|
|
|
$
|
1.13
|
|
Diluted earnings per common share
|
$
|
0.23
|
|
|
$
|
0.18
|
|
|
$
|
0.25
|
|
|
$
|
0.42
|
|
|
$
|
1.09
|
|
2.
|
Termination of Employment
. Subject to Section 4, if, on or prior to the Payment Date, your continuous employment by the Company or one of its Subsidiaries ends for any reason, other than as a result of your death, then you will automatically forfeit all of your rights and interest in the Award regardless of whether the Objectives are attained.
|
3.
|
Death
. If, prior to the end of the Performance Period, your employment with the Company or any of its Subsidiaries is terminated as a result of your death then your estate will receive, promptly (and in any event within 30 days) following the date of such termination, payment of the Target Award prorated for the number of months of your employment completed prior to such termination during the period commencing on July 1, _____ and ending on June 30, _____. If after the end of the Performance Period but prior to the Payment Date, your employment with the Company or any of its Subsidiaries is terminated as a result of your death then your estate will receive on the Payment Date the Award, if any, to which you would have been entitled on the Payment Date had your employment not been so terminated.
|
4.
|
Going Private Transaction or Change in Control
.
|
5.
|
Definitions.
For purposes of this Agreement:
|
6.
|
Termination
. Except for a right which has accrued to receive a payment on account of the Award, this Agreement shall automatically terminate and be of no further force and effect on the Payment Date.
|
7.
|
Transfer Restrictions
. You may not transfer, assign, pledge or otherwise encumber the Award other than to the extent provided in the Plan.
|
8.
|
Unfunded Obligation
. The Plan will at all times be unfunded and, except as set forth in Section 4 of this Agreement, no provision will at any time be made with respect to segregating any assets of the Company or any of its Subsidiaries for payment of any benefits under the Plan, including, without limitation, those covered by this Agreement. Your right or that of your estate to receive payments under this Agreement shall be an unsecured claim against the general assets of the Company, including any rabbi trust established pursuant to Section 4. Neither you nor your estate shall have any rights in or against any specific assets of the Company other than the assets held by the rabbi trust established pursuant to Section 4.
|
9.
|
Tax Representations and Tax Withholding
. You hereby acknowledge that you have reviewed with your own tax advisors the federal, state and local tax consequences of receiving the Award. You hereby represent to the Company that you are relying solely on such advisors and not on any statements or representations of the Company, its Subsidiaries or any of their respective agents. If, in connection with the Award, the Company is required to withhold any amounts by reason of any federal, state or local tax, such withholding shall be effected in accordance with Section 8 of the Plan.
|
10.
|
Right of Offset.
You hereby agree that if the Company shall owe you any amount that does not constitute “non-qualified deferred compensation” pursuant to Section 409A of the IRC (the “
Company-Owed Amount
”) under this Agreement, then the Company shall have the right to offset against the Company-Owed Amount, to the maximum extent permitted by law, any amounts that you may owe to the Company or its Subsidiaries of whatever nature.
|
11.
|
The Committee
. For purposes of this Agreement, the term “
Committee
” means the Compensation Committee of the Board of Directors of the Company or any replacement committee established under, and as more fully defined in, the Plan.
|
12.
|
Committee Discretion
. The Committee has full discretion with respect to any actions to be taken or determinations to be made in connection with this Agreement, and its determinations shall be final, binding and conclusive.
|
13.
|
Amendment
. The Committee reserves the right at any time and from time to time to amend or revise the terms and conditions set forth in this Agreement, except that the Committee may not make any such amendment or revision in a manner unfavorable to you (other than if immaterial) without your consent. Any amendment of this Agreement shall be in writing and signed by an authorized member of the Committee or a person or persons designated by the Committee.
|
14.
|
Award Subject to the Plan
. The Award and all other amounts payable hereunder are subject to the Plan.
|
15.
|
Entire Agreement
. Except for any employment agreement between you and the Company or any of its Subsidiaries in effect as of the date of the grant hereof (as such employment agreement may be modified, renewed or replaced), this Agreement and the Plan constitute the entire understanding and agreement of you and the Company with respect to the Award covered hereby and supersede all prior understandings and agreements. Other than the definition of “Subsidiaries” above, in the event of a conflict among the documents with respect to the terms and conditions of the Award covered hereby, the documents will be accorded the following order of authority: the terms and conditions of the Plan will have highest authority followed by the terms and conditions of your employment agreement, if any, followed by the terms and conditions of this Agreement.
|
16.
|
Successors and Assigns
. The terms and conditions of this Agreement shall be binding upon, and shall inure to the benefit of, the Company and its successors and assigns.
|
17.
|
Governing Law
. This Agreement shall be deemed to be made under, and in all respects be interpreted, construed and governed by and in accordance with, the laws of the State of New York interpreted without regard to conflict of law principles.
|
18.
|
Jurisdiction and Venue
. You irrevocably submit to the jurisdiction of the courts of the State of New York and the Federal courts of the United States located in the Southern District of the State of New York in respect of the interpretation and enforcement of the provisions of this Agreement and the Plan, and hereby waive, and agree not to assert, as a defense that you are not subject thereto or that the venue thereof may not be appropriate. You agree that the mailing of process or other papers in connection with any action or proceeding in any manner permitted by law shall be valid and sufficient service.
|
19.
|
Waiver
. No waiver by the Company at any time of any breach by you of, or compliance with, any term or condition of this Agreement or the Plan to be performed by you shall be deemed a waiver of the same, any similar or any dissimilar term or condition at the same or at any prior or subsequent time.
|
20.
|
Severability
. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any term or condition hereof shall not affect the validity or enforceability of the other terms and conditions set forth herein.
|
21.
|
Exclusion from Compensation
Calculation. By acceptance of this Agreement, you shall be considered in agreement that the Award shall be considered special incentive compensation and will be exempt from inclusion as “wages” or “salary” in pension, retirement, life insurance and other employee benefits arrangements of the Company and its Affiliates, except as determined otherwise by the Company. In addition, each of your beneficiaries shall be deemed to be in agreement that the Award shall be exempt from inclusion in “wages” or “salary” for purposes of calculating benefits of any life insurance coverage sponsored by the Company or any of its Affiliates.
|
22.
|
No Right to Continued Employment
. Nothing contained in this Agreement or the Plan shall be construed to confer on you any right to continue in the employ of the Company or any Affiliate, or derogate from the right of the Company or any Affiliate, as applicable, to retire, request the resignation of, or discharge you, at any time, with or without cause.
|
23.
|
Headings
. The headings in this Agreement are for purposes of convenience only and are not intended to define or limit the construction of the terms and conditions of this Agreement.
|
24.
|
Effective Date
. Upon execution by you, this Agreement shall be effective from and as of the Effective Date.
|
25.
|
Signatures
. Execution of this Agreement by the Company may be in the form of an electronic, manual or similar signature, and such signature shall be treated as an original signature for all purposes.
|
|
|
|
SUBSIDIARY
|
JURISDICTION OF ORGANIZATION OR REGISTRATION
|
PERCENT OWNED
|
|
|
|
Aviator Sports and Recreation LLC
|
New York
|
4.82%
|
Continental Road LLC
|
Delaware
|
100%
|
Eden Insurance Company, Inc.
|
New York
|
100%
|
FUSE Holdings LLC
|
Delaware
|
100%
|
FUSE Networks LLC
|
New York
|
100%
|
FUSE Programming Inc.
|
Delaware
|
100%
|
Garden Programming, L.L.C.
|
Delaware
|
100%
|
LNE Holdings, LLC
|
Delaware
|
100%
|
MSG Action, LLC
|
Delaware
|
100%
|
MSG Aircraft Leasing, LLC
|
Delaware
|
100%
|
MSG Aviator, LLC
|
Delaware
|
100%
|
MSG Boston Theatrical, L.L.C.
|
Delaware
|
100%
|
MSG Chicago, LLC
|
Delaware
|
100%
|
MSG Eden Corporation
|
Delaware
|
100%
|
MSG Eden Realty, LLC
|
Delaware
|
100%
|
MSG Flight Operations, LLC
|
Delaware
|
100%
|
MSG Forum, LLC
|
Delaware
|
100%
|
MSG Holdings Music, LLC
|
Delaware
|
100%
|
MSG Holdings, L.P.
|
Delaware
|
100%
|
MSG Interactive, LLC
|
Delaware
|
100%
|
MSG National Properties LLC
|
Delaware
|
100%
|
MSG Publishing, LLC
|
Delaware
|
100%
|
MSG-StarGames Tennis, L.P.
|
Delaware
|
100%
|
MSG Songs, LLC
|
Delaware
|
100%
|
MSG StarGames Tennis, ULC
|
British Columbia
|
100%
|
MSG Tennis, LLC
|
Delaware
|
100%
|
MSG Training Center, LLC
|
Delaware
|
100%
|
MSG Vaudeville, LLC
|
Delaware
|
100%
|
MSG Winter Productions, LLC
|
Delaware
|
100%
|
Madison Square Garden CT, LLC
|
Delaware
|
100%
|
New York Rangers Enterprises Company
|
Nova Scotia
|
100%
|
Radio City Productions LLC
|
Delaware
|
100%
|
Radio City Trademarks, LLC
|
Delaware
|
100%
|
Rainbow Garden Corp.
|
Delaware
|
100%
|
Regional MSG Holdings LLC
|
Delaware
|
100%
|
SportsChannel Associates
|
New York
|
100%
|
The 31st Street Company, L.L.C.
|
Delaware
|
100%
|
The Grand Tour, LLC
|
New York
|
100%
|
1.
|
I have reviewed this Annual Report on Form 10-K of The Madison Square Garden Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Hank J. Ratner
|
Hank J. Ratner
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of The Madison Square Garden Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Robert M. Pollichino
|
Robert M. Pollichino
|
Executive Vice President and Chief Financial Officer
|
/s/ Hank J. Ratner
|
Hank J. Ratner
|
President and Chief Executive Officer
|
/s/ Robert M. Pollichino
|
Robert M. Pollichino
|
Executive Vice President and Chief Financial Officer
|