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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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MSG NETWORKS INC.
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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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New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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Page
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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 25% of our Board of Directors.
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•
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Class B Common Stock, which is entitled to ten votes per share and is entitled collectively to elect the remaining 75% 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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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
6/30/12
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06/30/13
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06/30/14
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06/30/15
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06/30/16
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06/30/17
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||||||||||||
MSG Networks Inc.
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$
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100.00
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$
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158.25
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$
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166.80
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$
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223.00
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$
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153.15
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$
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224.13
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Russell 3000 Index
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100.00
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121.46
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152.10
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163.19
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166.68
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197.53
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||||||
Bloomberg Global Entertainment Media Competitive Peer Index
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100.00
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147.38
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194.88
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219.99
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177.79
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198.90
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Year Ended June 30, 2017
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High
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Low
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||||
For the Quarter ended June 30, 2017
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$
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25.30
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$
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20.80
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For the Quarter ended March 31, 2017
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23.95
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21.15
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For the Quarter ended December 31, 2016
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22.85
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18.20
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For the Quarter ended September 30, 2016
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18.98
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14.73
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Year Ended June 30, 2016
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For the Quarter ended June 30, 2016
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$
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18.12
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$
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15.13
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For the Quarter ended March 31, 2016
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20.66
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15.30
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For the Quarter ended December 31, 2015
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21.72
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16.95
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For the Quarter ended September 30, 2015
(a)
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84.53
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63.50
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For Years Ended June 30,
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||||||||||||||||||
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2017
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2016
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2015
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2014
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2013
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||||||||||
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(in thousands, except per share data)
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||||||||||||||||||
Operating Data:
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||||||||||
Revenues
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$
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675,352
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$
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658,198
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$
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631,010
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$
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714,514
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$
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677,733
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Direct operating expenses
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271,751
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268,024
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217,233
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259,434
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218,665
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|||||
Selling, general and administrative expenses
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80,041
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102,005
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155,003
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199,477
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171,397
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|||||
Depreciation and amortization (including impairments)
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10,296
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14,583
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17,641
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20,810
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21,176
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|||||
Gain on sale of Fuse
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—
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—
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(186,178
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)
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—
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—
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|||||
Operating income
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313,264
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273,586
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427,311
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234,793
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266,495
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|||||
Other income (expense):
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||||||||||
Interest income
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2,782
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2,368
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2,068
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1,918
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2,188
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|||||
Interest expense
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(40,108
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)
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(31,683
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)
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(4,040
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)
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(5,877
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)
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(5,715
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)
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|||||
Miscellaneous expense
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—
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(2
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)
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(4
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(1,441
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)
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—
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Income from continuing operations before income taxes
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275,938
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244,269
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425,335
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229,393
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262,968
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|||||
Income tax expense
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(108,476
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)
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(80,971
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)
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(176,905
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)
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(86,534
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)
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(106,815
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)
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|||||
Income from continuing operations
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167,462
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163,298
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248,430
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142,859
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$
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156,153
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Income (loss) from discontinued operations, net of taxes
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(120
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)
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(155,664
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)
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6,271
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(27,791
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)
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$
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(13,771
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)
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Net income
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$
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167,342
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$
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7,634
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$
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254,701
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$
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115,068
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$
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142,382
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Earnings (loss) per share:
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Basic
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Income from continuing operations
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$
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2.23
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$
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2.17
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$
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3.22
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$
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1.85
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$
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2.05
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Income (loss) from discontinued operations
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—
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(2.07
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)
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0.08
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(0.36
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)
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(0.18
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)
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|||||
Net income
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2.22
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0.10
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3.30
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1.49
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1.87
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Diluted
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Income from continuing operations
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$
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2.22
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$
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2.16
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$
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3.20
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$
|
1.83
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$
|
2.00
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Income (loss) from discontinued operations
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—
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(2.06
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)
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0.08
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|
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(0.36
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)
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(0.18
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)
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|||||
Net income
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2.21
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|
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0.10
|
|
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3.28
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1.47
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1.83
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|||||
Weighted-average number of common shares outstanding:
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||||||||||
Basic
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75,213
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75,152
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77,138
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77,142
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76,268
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|||||
Diluted
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75,560
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75,527
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77,687
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78,167
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77,940
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|||||
Balance Sheet Data:
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||||||||||
Total assets
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$
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805,044
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|
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$
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806,542
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|
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$
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3,019,829
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|
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$
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2,925,961
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$
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2,732,214
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Total long-term debt
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1,312,845
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1,477,759
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—
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—
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—
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|||||
Capital lease obligations
|
—
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—
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|
|
—
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1,967
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2,224
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|
|||||
Total stockholders’ equity (deficiency)
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(944,207
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)
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(1,119,958
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)
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1,723,522
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1,604,444
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|
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1,478,935
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•
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the demand for our programming among cable, satellite, telephone and other platforms (“Distributors”) and the subscribers thereto, and our ability to enter into and renew affiliation agreements with Distributors, as well as the impact of consolidation among Distributors;
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•
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the level of our revenues, which depends in part on the popularity and competitiveness of the sports teams whose games are broadcast on our networks and the popularity of other content aired on our networks;
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•
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the ability of our Distributors to maintain subscriber levels;
|
•
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the impact of subscribers downgrading their programming packages to levels that do not include our networks;
|
•
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the security of our program signal and electronic data;
|
•
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general economic conditions especially in the New York City metropolitan area where we conduct the majority of our operations;
|
•
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the demand for advertising and sponsorship arrangements and viewer ratings for our networks;
|
•
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competition, for example, from other regional sports networks;
|
•
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the relocation or insolvency of professional sports teams with which we have a media rights agreement;
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•
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our ability to maintain, obtain or produce content, together with the cost of such content;
|
•
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our ability to renew or replace our media rights agreements with professional sports teams;
|
•
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the acquisition or disposition of assets and/or the impact of, and our ability to successfully pursue, acquisitions or other strategic transactions, and the operating and financial performance thereof (including those that we do not control);
|
•
|
the costs associated with, and the outcome of, litigation and other proceedings to the extent uninsured;
|
•
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the impact of governmental regulations or laws and changes in such regulations or laws;
|
•
|
the impact of league rules, league regulations and/or league agreements and changes thereto;
|
•
|
cybersecurity and similar risks which could result in the disclosure of confidential information, disruption of our business or damage to our brands and reputation;
|
•
|
our substantial debt and high leverage;
|
•
|
reduced access to capital markets or significant increases in costs to borrow;
|
•
|
financial community perceptions of our business, operations, financial condition and the industry in which we operate;
|
•
|
the tax-free treatment of the Distribution; and
|
•
|
the factors described under “Item 1A. Risk Factors” included in this Annual Report on Form 10-K.
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|
Years Ended June 30,
|
|
Increase
(Decrease)
in Net
Income
|
||||||||||||||
|
2017
|
|
2016
|
|
|||||||||||||
|
Amount
|
|
% of
Revenues
|
|
Amount
|
|
% of
Revenues
|
|
|||||||||
Revenues
|
$
|
675,352
|
|
|
100
|
%
|
|
$
|
658,198
|
|
|
100
|
%
|
|
$
|
17,154
|
|
Direct operating expenses
|
271,751
|
|
|
40
|
%
|
|
268,024
|
|
|
41
|
%
|
|
(3,727
|
)
|
|||
Selling, general and administrative expenses
|
80,041
|
|
|
12
|
%
|
|
102,005
|
|
|
15
|
%
|
|
21,964
|
|
|||
Depreciation and amortization
|
10,296
|
|
|
2
|
%
|
|
14,583
|
|
|
2
|
%
|
|
4,287
|
|
|||
Operating income
|
313,264
|
|
|
46
|
%
|
|
273,586
|
|
|
42
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%
|
|
39,678
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
2,782
|
|
|
NM
|
|
|
2,368
|
|
|
NM
|
|
|
414
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|
|||
Interest expense
|
(40,108
|
)
|
|
(6
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)%
|
|
(31,683
|
)
|
|
(5
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)%
|
|
(8,425
|
)
|
|||
Miscellaneous expense
|
—
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|
|
NM
|
|
|
(2
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)
|
|
NM
|
|
|
2
|
|
|||
|
(37,326
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)
|
|
(6
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)%
|
|
(29,317
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)
|
|
(4
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)%
|
|
(8,009
|
)
|
|||
Income from continuing operations before income taxes
|
275,938
|
|
|
41
|
%
|
|
244,269
|
|
|
37
|
%
|
|
31,669
|
|
|||
Income tax expense
|
(108,476
|
)
|
|
(16
|
)%
|
|
(80,971
|
)
|
|
(12
|
)%
|
|
(27,505
|
)
|
|||
Income from continuing operations
|
167,462
|
|
|
25
|
%
|
|
163,298
|
|
|
25
|
%
|
|
4,164
|
|
|||
Loss from discontinued operations, net of taxes
|
(120
|
)
|
|
NM
|
|
|
(155,664
|
)
|
|
(24
|
)%
|
|
155,544
|
|
|||
Net income
|
$
|
167,342
|
|
|
25
|
%
|
|
$
|
7,634
|
|
|
1
|
%
|
|
$
|
159,708
|
|
Increase in affiliation fee revenue
|
$
|
16,745
|
|
Increase in advertising revenue
|
542
|
|
|
Other net decreases
|
(133
|
)
|
|
|
$
|
17,154
|
|
|
Years Ended June 30,
|
|
Increase (Decrease)
in Adjusted Operating Income
|
||||||||
|
2017
|
|
2016
|
|
|||||||
Operating income
|
$
|
313,264
|
|
|
$
|
273,586
|
|
|
$
|
39,678
|
|
Share-based compensation
|
9,931
|
|
|
9,266
|
|
|
665
|
|
|||
Depreciation and amortization
|
10,296
|
|
|
14,583
|
|
|
(4,287
|
)
|
|||
Adjusted operating income
|
$
|
333,491
|
|
|
$
|
297,435
|
|
|
$
|
36,056
|
|
|
Years Ended June 30,
|
|
Increase
(Decrease)
in Net
Income
|
||||||||||||||
|
2016
|
|
2015
|
|
|||||||||||||
|
Amount
|
|
% of
Revenues
|
|
Amount
|
|
% of
Revenues
|
|
|||||||||
Revenues
|
$
|
658,198
|
|
|
100
|
%
|
|
$
|
631,010
|
|
|
100
|
%
|
|
$
|
27,188
|
|
Direct operating expenses
|
268,024
|
|
|
41
|
%
|
|
217,233
|
|
|
34
|
%
|
|
(50,791
|
)
|
|||
Selling, general and administrative expenses
|
102,005
|
|
|
15
|
%
|
|
155,003
|
|
|
25
|
%
|
|
52,998
|
|
|||
Depreciation and amortization
|
14,583
|
|
|
2
|
%
|
|
17,641
|
|
|
3
|
%
|
|
3,058
|
|
|||
Gain on sale of Fuse
|
—
|
|
|
NM
|
|
|
(186,178
|
)
|
|
(30
|
)%
|
|
(186,178
|
)
|
|||
Operating income
|
273,586
|
|
|
42
|
%
|
|
427,311
|
|
|
68
|
%
|
|
(153,725
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest income
|
2,368
|
|
|
NM
|
|
|
2,068
|
|
|
NM
|
|
|
300
|
|
|||
Interest expense
|
(31,683
|
)
|
|
(5
|
)%
|
|
(4,040
|
)
|
|
(1
|
)%
|
|
(27,643
|
)
|
|||
Miscellaneous expense
|
(2
|
)
|
|
NM
|
|
|
(4
|
)
|
|
NM
|
|
|
2
|
|
|||
|
(29,317
|
)
|
|
(4
|
)%
|
|
(1,976
|
)
|
|
NM
|
|
|
(27,341
|
)
|
|||
Income from continuing operations before income taxes
|
244,269
|
|
|
37
|
%
|
|
425,335
|
|
|
67
|
%
|
|
(181,066
|
)
|
|||
Income tax expense
|
(80,971
|
)
|
|
(12
|
)%
|
|
(176,905
|
)
|
|
(28
|
)%
|
|
95,934
|
|
|||
Income from continuing operations
|
163,298
|
|
|
25
|
%
|
|
248,430
|
|
|
39
|
%
|
|
(85,132
|
)
|
|||
Income (loss) from discontinued operations, net of taxes
|
(155,664
|
)
|
|
(24
|
)%
|
|
6,271
|
|
|
1
|
%
|
|
(161,935
|
)
|
|||
Net income
|
$
|
7,634
|
|
|
1
|
%
|
|
$
|
254,701
|
|
|
40
|
%
|
|
$
|
(247,067
|
)
|
Increase in affiliation fee revenue
|
$
|
19,736
|
|
Increase in advertising revenue
|
7,075
|
|
|
Other net increases
|
377
|
|
|
|
$
|
27,188
|
|
|
Years Ended June 30,
|
|
Increase (Decrease)
in Adjusted Operating Income
|
||||||||
|
2016
|
|
2015
|
|
|||||||
Operating income
|
$
|
273,586
|
|
|
$
|
427,311
|
|
|
$
|
(153,725
|
)
|
Share-based compensation
|
9,266
|
|
|
10,211
|
|
|
(945
|
)
|
|||
Depreciation and amortization
|
14,583
|
|
|
17,641
|
|
|
(3,058
|
)
|
|||
Gain on sale of Fuse
|
—
|
|
|
(186,178
|
)
|
|
186,178
|
|
|||
Adjusted operating income
|
$
|
297,435
|
|
|
$
|
268,985
|
|
|
$
|
28,450
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Year
1
|
|
Years
2-3
|
|
Years
4-5
|
|
More Than
5 Years
|
||||||||||
Contractual obligations
(a)
|
$
|
4,581,135
|
|
|
$
|
243,617
|
|
|
$
|
495,754
|
|
|
$
|
503,129
|
|
|
$
|
3,338,635
|
|
Operating lease obligations
(b)
|
31,352
|
|
|
5,841
|
|
|
11,522
|
|
|
7,902
|
|
|
6,087
|
|
|||||
Debt repayment
(c)
|
1,321,250
|
|
|
75,000
|
|
|
189,375
|
|
|
1,056,875
|
|
|
—
|
|
|||||
Total
|
$
|
5,933,737
|
|
|
$
|
324,458
|
|
|
$
|
696,651
|
|
|
$
|
1,567,906
|
|
|
$
|
3,344,722
|
|
(a)
|
Contractual obligations not reflected on the balance sheet consist primarily of obligations under our media rights agreements.
|
(b)
|
Operating lease obligations primarily represent future minimum rental payments on various long-term, noncancelable leases for office and studio space.
|
(c)
|
Consists of principal repayments required under the Company
’
s Term Loan Facility.
|
Goodwill
|
$
|
424,508
|
|
Amortizable intangible assets, net
|
40,663
|
|
|
Property and equipment, net
|
11,828
|
|
|
|
$
|
476,999
|
|
•
|
Macroeconomic conditions;
|
•
|
Industry and market considerations;
|
•
|
Cost factors;
|
•
|
Overall financial performance;
|
•
|
Other relevant company-specific factors such as changes in management, strategy or customers; and
|
•
|
Relevant specific events such as changes in the carrying amount of net assets.
|
|
Net Periodic
Benefit Cost
|
|
Benefit Obligation
|
||
Healthcare cost trend rate assumed for next year
|
7.25
|
%
|
|
7.25
|
%
|
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
|
2026
|
|
|
2027
|
|
|
Increase
(Decrease) on
Total of Service
and Interest Cost
Components
|
|
Increase
(Decrease) on
Benefit Obligation
|
||||
One percentage point increase
|
$
|
24
|
|
|
$
|
448
|
|
One percentage point decrease
|
(21
|
)
|
|
(382
|
)
|
|
|
|
|
Page No.
|
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:
|
|
|
|
|
|
|
|
|
|
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
|
|
(Additions) Deductions Charged to Other Accounts
|
|
Deductions
(a)
|
|
Balance
at End of
Period
|
||||||||||
Year Ended June 30, 2017 Allowance for doubtful accounts
|
$
|
(838
|
)
|
|
$
|
242
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
(594
|
)
|
Year Ended June 30, 2016 Allowance for doubtful accounts
|
$
|
(273
|
)
|
|
$
|
(791
|
)
|
|
$
|
(52
|
)
|
|
$
|
278
|
|
|
$
|
(838
|
)
|
Year Ended June 30, 2015 Allowance for doubtful accounts
|
$
|
(146
|
)
|
|
$
|
(244
|
)
|
|
$
|
—
|
|
|
$
|
117
|
|
|
$
|
(273
|
)
|
MSG Networks Inc.
|
||
|
|
|
By:
|
/
s
/ B
RET
R
ICHTER
|
|
|
Name:
|
Bret Richter
|
|
Title:
|
Executive Vice President, Chief Financial Officer and Treasurer
|
|
|
|
Name
|
|
Title
|
|
Date
|
/s/ ANDREA GREENBERG
|
|
President & Chief Executive Officer (Principal Executive Officer)
|
|
August 16, 2017
|
Andrea Greenberg
|
|
|
|
|
/s/ BRET RICHTER
|
|
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
|
|
August 16, 2017
|
Bret Richter
|
|
|
|
|
/s/ DAWN DARINO-GORKSI
|
|
Senior Vice President, Controller and Principal Accounting Officer
|
|
August 16, 2017
|
Dawn Darino-Gorski
|
|
|
|
|
/s/ JAMES L. DOLAN
|
|
Executive Chairman (Director)
|
|
August 16, 2017
|
James L. Dolan
|
|
|
|
|
/s/ WILLIAM J. BELL
|
|
Director
|
|
August 16, 2017
|
William J. Bell
|
|
|
|
|
/s/ CHARLES F. DOLAN
|
|
Director
|
|
August 16, 2017
|
Charles F. Dolan
|
|
|
|
|
/s/ PAUL J. DOLAN
|
|
Director
|
|
August 16, 2017
|
Paul J. Dolan
|
|
|
|
|
/s/ QUENTIN F. DOLAN
|
|
Director
|
|
August 16, 2017
|
Quentin F. Dolan
|
|
|
|
|
/s/
THOMAS C. DOLAN
|
|
Director
|
|
August 16, 2017
|
Thomas C. Dolan
|
|
|
|
|
Name
|
|
Title
|
|
Date
|
/s/ WILT HILDENBRAND
|
|
Director
|
|
August 16, 2017
|
Wilt Hildenbrand
|
|
|
|
|
/s/ JOSEPH J. LHOTA
|
|
Director
|
|
August 16, 2017
|
Joseph J. Lhota
|
|
|
|
|
/s/ JOEL M. LITVIN
|
|
Director
|
|
August 16, 2017
|
Joel M. Litvin
|
|
|
|
|
/s/ HANK J. RATNER
|
|
Director
|
|
August 16, 2017
|
Hank J. Ratner
|
|
|
|
|
/s/ BRIAN G. SWEENEY
|
|
Director
|
|
August 16, 2017
|
Brian G. Sweeney
|
|
|
|
|
/s/ JOHN L. SYKES
|
|
Director
|
|
August 16, 2017
|
John L. Sykes
|
|
|
|
|
EXHIBIT
NO.
|
|
DESCRIPTION
|
2.1
|
|
Distribution Agreement dated September 11, 2015, between MSG Networks Inc. and The Madison Square Garden Company (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed September 14, 2015).
|
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).
|
3.1.B
|
|
Amendment to the Amended and Restated Certificate of Incorporation of MSG Networks Inc., (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 6, 2015).
|
3.2
|
|
Amended By-Laws of MSG Networks Inc. (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on October 6, 2015).
|
4.1
|
|
Registration Rights Agreement by and among MSG Networks Inc. formerly known as The Madison Square Garden Company 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 MSG Networks Inc. formerly known as The Madison Square Garden Company 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
|
|
Tax Disaffiliation Agreement dated September 11, 2015, between MSG Networks Inc. and The Madison Square Garden Company (incorporated by reference to Exhibit 99.4 to the Company’s Current Report on Form 8-K filed on September 14, 2015).
|
10.2
|
|
Contribution Agreement, dated as of September 11, 2015, among MSG Networks Inc., MSGN Holdings, L.P. and The Madison Square Garden Company (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on September 14, 2015).
|
10.3
|
|
Transition Services Agreement dated as of September 11, 2015, between MSG Networks Inc. and The Madison Square Garden Company (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K filed on September 14, 2015).
|
10.4
|
|
Employee Matters Agreement dated September 11, 2015, between MSG Networks Inc. and The Madison Square Garden Company (incorporated by reference to Exhibit 99.5 to the Company’s Current Report on Form 8-K filed on September 14, 2015).
|
10.5
|
|
MSG Networks Inc. 2010 Employee Stock Plan, as amended (incorporated by reference to Annex A to the Company's DEF 14A filed on October 28, 2015).†
|
10.6
|
|
MSG Networks Inc. 2010 Cash Incentive Plan, as amended (incorporated by reference to Annex B to the Company's DEF 14A filed on October 28, 2015).†
|
10.7
|
|
MSG Networks Inc. 2010 Stock Plan for Non-Employee Directors, as amended (incorporated by reference to Annex C to the Company's DEF 14A filed on October 28, 2016).†
|
10.8
|
|
Affiliation Agreement between CSC Holdings, Inc. and MSGN Holdings L.P. formerly known as MSG Holdings, 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). +
|
10.9
|
|
Form of MSG Networks Inc. formerly known as The Madison Square Garden Company 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). †
|
10.10
|
|
Form of MSG Networks Inc. Option Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 15, 2016). †
|
10.11
|
|
Form of MSG Networks Inc. Performance Option Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 15, 2016). †
|
10.12
|
|
Form of MSG Networks Inc. formerly known as The Madison Square Garden Company Non-Employee Director Award Agreement (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q for the quarter ended December 31, 2012 filed on February 6, 2013). †
|
EXHIBIT
NO.
|
|
DESCRIPTION
|
10.13
|
|
Form of MSG Networks Inc. formerly known as The Madison Square Garden Company Restricted Stock Units Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on September 10, 2015). †
|
10.14
|
|
Form of MSG Networks Inc. formerly known as The Madison Square Garden Company Performance Award Agreement (incorporated by reference to Exhibit 10.33 to the Company's Form 10-K for the fiscal year ended June 30, 2013 filed on August 21, 2013). †
|
10.15
|
|
Form of MSG Networks Inc. Performance Stock Units Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on September 10, 2015). †
|
10.16
|
|
Employment Agreement dated September 16, 2016 between MSG Networks Inc. and James L. Dolan (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended December 31, 2016, filed on February 2, 2017). †
|
10.17
|
|
Employment Agreement dated as of September 11, 2015, between MSG Networks Inc. and Andrea Greenberg (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 14, 2015). †
|
10.18
|
|
Employment Agreement dated as of September 11, 2015, between MSG Networks Inc. and Bret Richter (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 14, 2015). †
|
10.19
|
|
Employment Agreement dated as of September 11, 2015, between MSG Networks Inc. and Lawrence J. Burian (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 14, 2015). †
|
10.20
|
|
Employment Agreement dated September 11, 2015, between MSG Networks Inc. and Dawn Darino-Gorski (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended September 30, 2015 filed on November 5, 2015). †
|
10.21
|
|
Credit Agreement dated as of September 28, 2015, by and among MSGN Holdings, L.P., certain subsidiaries of MSGN Holdings, L.P. identified therein, MSGN Eden, LLC, MSGN Regional Holdings LLC and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and a letter of credit issuer, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 28, 2015).
|
10.22
|
|
Security Agreement dated as of September 28, 2015, by and among MSGN Holdings, L.P., certain subsidiaries of MSGN Holdings, L.P. identified therein, MSGN Eden, LLC, MSGN Regional Holdings LLC, and JPMorgan Chase Bank, N.A., as collateral agent thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 28, 2015).
|
10.23
|
|
MSG Networks Inc. Policy Concerning Certain Matters Relating to The Madison Square Garden Company and AMC Networks Inc. including Responsibilities of Overlapping Directors and Officers (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended September 30, 2015 filed on November 5, 2015).
|
10.24
|
|
Form of Indemnification Agreement between MSG Networks Inc. formerly known as The Madison Square Garden Company and its Directors and Executive Officers (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 21, 2015). †
|
10.25
|
|
Summary of Office Space Arrangement between the Company and the Dolan Family Office (incorporated by reference to Exhibit 10.56 to the Company’s Form 10-K for the fiscal year ended June 30, 2016 filed on August 18, 2016).
|
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 President and 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 President and 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.
|
EXHIBIT
NO.
|
|
DESCRIPTION
|
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 SEC.
|
†
|
This exhibit is a management contract or a compensatory plan or arrangement.
|
|
June 30,
|
||||||
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
141,087
|
|
|
$
|
119,568
|
|
Accounts receivable, net
|
105,030
|
|
|
101,427
|
|
||
Net related party receivable
|
17,153
|
|
|
15,492
|
|
||
Prepaid income taxes
|
14,322
|
|
|
28,384
|
|
||
Prepaid expenses
|
6,468
|
|
|
13,188
|
|
||
Other current assets
|
2,343
|
|
|
3,053
|
|
||
Total current assets
|
286,403
|
|
|
281,112
|
|
||
Property and equipment, net
|
11,828
|
|
|
14,154
|
|
||
Amortizable intangible assets, net
|
40,663
|
|
|
44,123
|
|
||
Goodwill
|
424,508
|
|
|
424,508
|
|
||
Other assets
|
41,642
|
|
|
42,645
|
|
||
Total assets
|
$
|
805,044
|
|
|
$
|
806,542
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
1,241
|
|
|
$
|
2,043
|
|
Net related party payable
|
2,963
|
|
|
4,302
|
|
||
Current portion of long-term debt
|
72,414
|
|
|
64,914
|
|
||
Income taxes payable
|
11,483
|
|
|
8,662
|
|
||
Accrued liabilities:
|
|
|
|
||||
Employee related costs
|
14,238
|
|
|
10,340
|
|
||
Other accrued liabilities
|
10,050
|
|
|
15,991
|
|
||
Deferred revenue
|
5,071
|
|
|
6,143
|
|
||
Total current liabilities
|
117,460
|
|
|
112,395
|
|
||
Long-term debt, net of current portion
|
1,240,431
|
|
|
1,412,845
|
|
||
Defined benefit and other postretirement obligations
|
29,979
|
|
|
31,827
|
|
||
Other employee related costs
|
3,930
|
|
|
5,550
|
|
||
Related party payable
|
—
|
|
|
1,710
|
|
||
Other liabilities
|
5,597
|
|
|
5,612
|
|
||
Deferred tax liability
|
351,854
|
|
|
356,561
|
|
||
Total liabilities
|
1,749,251
|
|
|
1,926,500
|
|
||
Commitments and contingencies (see Notes 9, 10 and 11)
|
|
|
|
|
|
||
Stockholders' Deficiency:
|
|
|
|
||||
Class A Common Stock, par value $0.01, 360,000 shares authorized; 61,497 and 61,354 shares outstanding as of June 30, 2017 and 2016, respectively
|
643
|
|
|
643
|
|
||
Class B Common Stock, par value $0.01, 90,000 shares authorized; 13,589 shares outstanding as of June 30, 2017 and 2016
|
136
|
|
|
136
|
|
||
Preferred stock, par value $0.01, 45,000 shares authorized; none outstanding
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
6,909
|
|
|
—
|
|
||
Treasury stock, at cost, 2,762 and 2,905 shares as of June 30, 2017 and 2016, respectively
|
(198,800
|
)
|
|
(207,796
|
)
|
||
Accumulated deficit
|
(746,539
|
)
|
|
(905,352
|
)
|
||
Accumulated other comprehensive loss
|
(6,556
|
)
|
|
(7,589
|
)
|
||
Total stockholders' deficiency
|
(944,207
|
)
|
|
(1,119,958
|
)
|
||
Total liabilities and stockholders' deficiency
|
$
|
805,044
|
|
|
$
|
806,542
|
|
|
Years Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues (including related party revenues of $0, $162,269 and $168,261, for the years ended June 30, 2017, 2016, and 2015, respectively)
|
$
|
675,352
|
|
|
$
|
658,198
|
|
|
$
|
631,010
|
|
|
|
|
|
|
|
||||||
Direct operating expenses (including related party expenses of $142,080, $137,857 and $85,108, for the years ended June 30, 2017, 2016, and 2015, respectively)
|
271,751
|
|
|
268,024
|
|
|
217,233
|
|
|||
Selling, general and administrative expenses (including related party expenses of $21,732, $28,603 and $6,895, for the years ended June 30, 2017, 2016, and 2015, respectively)
|
80,041
|
|
|
102,005
|
|
|
155,003
|
|
|||
Depreciation and amortization
|
10,296
|
|
|
14,583
|
|
|
17,641
|
|
|||
Gain on sale of Fuse (see Note 5)
|
—
|
|
|
—
|
|
|
(186,178
|
)
|
|||
Operating income
|
313,264
|
|
|
273,586
|
|
|
427,311
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest income
|
2,782
|
|
|
2,368
|
|
|
2,068
|
|
|||
Interest expense
|
(40,108
|
)
|
|
(31,683
|
)
|
|
(4,040
|
)
|
|||
Miscellaneous expense
|
—
|
|
|
(2
|
)
|
|
(4
|
)
|
|||
|
(37,326
|
)
|
|
(29,317
|
)
|
|
(1,976
|
)
|
|||
Income from continuing operations before income taxes
|
275,938
|
|
|
244,269
|
|
|
425,335
|
|
|||
Income tax expense
|
(108,476
|
)
|
|
(80,971
|
)
|
|
(176,905
|
)
|
|||
Income from continuing operations
|
$
|
167,462
|
|
|
$
|
163,298
|
|
|
$
|
248,430
|
|
Income (loss) from discontinued operations, net of taxes
|
(120
|
)
|
|
(155,664
|
)
|
|
6,271
|
|
|||
Net income
|
$
|
167,342
|
|
|
$
|
7,634
|
|
|
$
|
254,701
|
|
Earnings (loss) per share:
|
|
|
|
|
|
||||||
Basic
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
2.23
|
|
|
$
|
2.17
|
|
|
$
|
3.22
|
|
Income (loss) from discontinued operations
|
—
|
|
|
(2.07
|
)
|
|
0.08
|
|
|||
Net income
|
2.22
|
|
|
0.10
|
|
|
3.30
|
|
|||
Diluted
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
2.22
|
|
|
$
|
2.16
|
|
|
$
|
3.20
|
|
Income (loss) from discontinued operations
|
—
|
|
|
(2.06
|
)
|
|
0.08
|
|
|||
Net income
|
2.21
|
|
|
0.10
|
|
|
3.28
|
|
|||
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
75,213
|
|
|
75,152
|
|
|
77,138
|
|
|||
Diluted
|
75,560
|
|
|
75,527
|
|
|
77,687
|
|
|
|
Years Ended June 30,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
|
$
|
167,342
|
|
|
$
|
7,634
|
|
|
$
|
254,701
|
|
Other comprehensive income (loss), before income taxes:
|
|
|
|
|
|
|
||||||
Pension plans and postretirement plan:
|
|
|
|
|
|
|
||||||
Net unamortized gains (losses) arising during the period
|
|
$
|
1,144
|
|
|
$
|
(3,910
|
)
|
|
$
|
(7,174
|
)
|
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
||||||
Amortization of net actuarial loss included in net periodic benefit cost
|
|
724
|
|
|
721
|
|
|
2,258
|
|
|||
Amortization of net prior service credit included in net periodic benefit cost
|
|
(24
|
)
|
|
(57
|
)
|
|
(112
|
)
|
|||
Settlement gain
|
|
(71
|
)
|
|
—
|
|
|
—
|
|
|||
Other comprehensive income (loss), before income taxes
|
|
1,773
|
|
|
(3,246
|
)
|
|
(5,028
|
)
|
|||
Income tax benefit (expense) related to items of other comprehensive income (loss)
|
|
(740
|
)
|
|
823
|
|
|
2,167
|
|
|||
Other comprehensive income (loss)
|
|
1,033
|
|
|
(2,423
|
)
|
|
(2,861
|
)
|
|||
Comprehensive income
|
|
$
|
168,375
|
|
|
$
|
5,211
|
|
|
$
|
251,840
|
|
|
Years Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities from continuing operations:
|
|
|
|
|
|
||||||
Net income
|
$
|
167,342
|
|
|
$
|
7,634
|
|
|
$
|
254,701
|
|
(Income) loss from discontinued operations, net of taxes
|
120
|
|
|
155,664
|
|
|
(6,271
|
)
|
|||
Income from continuing operations
|
167,462
|
|
|
163,298
|
|
|
248,430
|
|
|||
Adjustments to reconcile net income to net cash provided by operating activities from continuing operations:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
10,296
|
|
|
14,583
|
|
|
17,641
|
|
|||
Amortization of deferred financing costs
|
3,004
|
|
|
3,234
|
|
|
1,602
|
|
|||
Share-based compensation expense
|
9,931
|
|
|
9,266
|
|
|
10,211
|
|
|||
Excess tax benefit on share-based awards
|
—
|
|
|
(4,869
|
)
|
|
(10,109
|
)
|
|||
Gain on sale of Fuse, before income taxes
|
—
|
|
|
—
|
|
|
(186,178
|
)
|
|||
Change in deferred income taxes related to the sale of Fuse
|
—
|
|
|
—
|
|
|
6,799
|
|
|||
Provision for doubtful accounts
|
(242
|
)
|
|
791
|
|
|
244
|
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(3,361
|
)
|
|
(16,608
|
)
|
|
(1,682
|
)
|
|||
Net related party receivable
|
(1,661
|
)
|
|
11,832
|
|
|
(1,159
|
)
|
|||
Prepaid expenses and other assets
|
8,015
|
|
|
8,403
|
|
|
(7,474
|
)
|
|||
Accounts payable
|
(802
|
)
|
|
(9,316
|
)
|
|
(903
|
)
|
|||
Net related party payable, including payable to MSG
|
(3,154
|
)
|
|
3,796
|
|
|
420
|
|
|||
Prepaid/payable for income taxes
|
16,883
|
|
|
27,132
|
|
|
(26,826
|
)
|
|||
Accrued and other liabilities
|
(2,694
|
)
|
|
(12,261
|
)
|
|
(9,056
|
)
|
|||
Deferred revenue
|
(1,072
|
)
|
|
1,172
|
|
|
340
|
|
|||
Deferred income taxes
|
(5,447
|
)
|
|
(18,605
|
)
|
|
(19,649
|
)
|
|||
Net cash provided by operating activities from continuing operations
|
197,158
|
|
|
181,848
|
|
|
22,651
|
|
|||
Cash flows from investing activities from continuing operations:
|
|
|
|
|
|
||||||
Capital expenditures
|
(4,894
|
)
|
|
(3,323
|
)
|
|
(6,663
|
)
|
|||
Proceeds from sale of property and equipment
|
—
|
|
|
—
|
|
|
27
|
|
|||
Proceeds from sale of Fuse, net of transaction costs (see Note 5)
|
—
|
|
|
—
|
|
|
228,063
|
|
|||
Net cash provided by (used in) investing activities from continuing operations
|
(4,894
|
)
|
|
(3,323
|
)
|
|
221,427
|
|
|||
Cash flows from financing activities from continuing operations:
|
|
|
|
|
|
||||||
Proceeds from Term Loan Facility (see Note 8)
|
—
|
|
|
1,550,000
|
|
|
—
|
|
|||
Principal repayments on Term Loan Facility (see Note 8)
|
(167,500
|
)
|
|
(61,250
|
)
|
|
—
|
|
|||
Cash distributed with MSG
|
—
|
|
|
(1,467,093
|
)
|
|
—
|
|
|||
Payments for financing costs
|
—
|
|
|
(9,860
|
)
|
|
(84
|
)
|
|||
Proceeds from stock option exercises
|
2
|
|
|
1,010
|
|
|
518
|
|
|||
Repurchases of common stock
|
—
|
|
|
(100,027
|
)
|
|
(140,717
|
)
|
|||
Taxes paid in lieu of shares issued for equity-based compensation
|
(2,271
|
)
|
|
(11,190
|
)
|
|
(18,082
|
)
|
|||
Excess tax benefit on share-based awards
|
—
|
|
|
4,869
|
|
|
10,109
|
|
|||
Net cash used in financing activities from continuing operations
|
(169,769
|
)
|
|
(93,541
|
)
|
|
(148,256
|
)
|
|||
Net cash provided by continuing operations
|
22,495
|
|
|
84,984
|
|
|
95,822
|
|
|||
Cash flows of discontinued operations
|
|
|
|
|
|
||||||
Net cash provided by (used in) operating activities
|
(976
|
)
|
|
(113,691
|
)
|
|
131,882
|
|
|||
Net cash used in investing activities
|
—
|
|
|
(70,410
|
)
|
|
(101,270
|
)
|
|||
Net cash used in financing activities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) discontinued operations
|
(976
|
)
|
|
(184,101
|
)
|
|
30,612
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
21,519
|
|
|
(99,117
|
)
|
|
126,434
|
|
|||
Cash and cash equivalents at beginning of period, including cash in both continuing operations and discontinued operations
|
119,568
|
|
|
218,685
|
|
|
92,251
|
|
|||
Cash and cash equivalents at end of period
|
$
|
141,087
|
|
|
$
|
119,568
|
|
|
$
|
218,685
|
|
|
Common
Stock
Issued
|
|
Additional
Paid-In Capital
|
|
Treasury
Stock
|
|
Retained
Earnings (Accumulated Deficit)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
|
||||||||||||
Balance as of June 30, 2014
|
$
|
775
|
|
|
$
|
1,081,055
|
|
|
$
|
(7,537
|
)
|
|
$
|
552,862
|
|
|
$
|
(22,711
|
)
|
|
$
|
1,604,444
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
254,701
|
|
|
—
|
|
|
254,701
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,861
|
)
|
|
(2,861
|
)
|
||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
251,840
|
|
|||||||||||
Exercise of stock options
|
1
|
|
|
(648
|
)
|
|
1,138
|
|
|
—
|
|
|
—
|
|
|
491
|
|
||||||
Share-based compensation
|
—
|
|
|
15,437
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,437
|
|
||||||
Tax withholding associated with shares issued for equity-based compensation
|
—
|
|
|
(18,082
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,082
|
)
|
||||||
Shares issued upon distribution of Restricted Stock Units
|
3
|
|
|
(3,869
|
)
|
|
3,866
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
(140,717
|
)
|
|
—
|
|
|
—
|
|
|
(140,717
|
)
|
||||||
Excess tax benefit on share-based awards
|
—
|
|
|
10,109
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,109
|
|
||||||
Balance as of June 30, 2015
|
$
|
779
|
|
|
$
|
1,084,002
|
|
|
$
|
(143,250
|
)
|
|
$
|
807,563
|
|
|
$
|
(25,572
|
)
|
|
$
|
1,723,522
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
7,634
|
|
|
—
|
|
|
7,634
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,423
|
)
|
|
(2,423
|
)
|
||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,211
|
|
||||||
Exercise of stock options
|
—
|
|
|
(4,770
|
)
|
|
10,345
|
|
|
(4,565
|
)
|
|
—
|
|
|
1,010
|
|
||||||
Share-based compensation
|
—
|
|
|
10,120
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,120
|
|
||||||
Tax withholding associated with shares issued for equity-based compensation
|
—
|
|
|
(11,190
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,190
|
)
|
||||||
Shares issued upon distribution of Restricted Stock Units
|
—
|
|
|
(18,663
|
)
|
|
25,136
|
|
|
(6,473
|
)
|
|
—
|
|
|
—
|
|
||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
(100,027
|
)
|
|
—
|
|
|
—
|
|
|
(100,027
|
)
|
||||||
Excess tax benefit on share-based awards
|
—
|
|
|
8,720
|
|
|
—
|
|
|
(3,851
|
)
|
|
—
|
|
|
4,869
|
|
||||||
Distribution of The Madison Square Garden Company
|
—
|
|
|
(1,067,968
|
)
|
|
—
|
|
|
(1,705,189
|
)
|
|
20,406
|
|
|
(2,752,751
|
)
|
||||||
Adjustments related to the transfer of certain liabilities as a result of the Distribution
|
—
|
|
|
(251
|
)
|
|
—
|
|
|
(471
|
)
|
|
—
|
|
|
(722
|
)
|
||||||
Balance as of June 30, 2016
|
$
|
779
|
|
|
$
|
—
|
|
|
$
|
(207,796
|
)
|
|
$
|
(905,352
|
)
|
|
$
|
(7,589
|
)
|
|
$
|
(1,119,958
|
)
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
167,342
|
|
|
—
|
|
|
167,342
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,033
|
|
|
1,033
|
|
||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
168,375
|
|
|||||||||||
Exercise of stock options
|
—
|
|
|
(57
|
)
|
|
59
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
Share-based compensation
|
—
|
|
|
9,931
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,931
|
|
||||||
Tax withholding associated with shares issued for equity-based compensation
|
—
|
|
|
(1,921
|
)
|
|
(423
|
)
|
|
(55
|
)
|
|
—
|
|
|
(2,399
|
)
|
||||||
Shares issued upon distribution of Restricted Stock Units
|
—
|
|
|
(1,044
|
)
|
|
9,360
|
|
|
(8,316
|
)
|
|
—
|
|
|
—
|
|
||||||
Adjustments related to the transfer of certain liabilities as a result of the Distribution
|
—
|
|
|
—
|
|
|
—
|
|
|
(158
|
)
|
|
—
|
|
|
(158
|
)
|
||||||
Balance as of June 30, 2017
|
$
|
779
|
|
|
$
|
6,909
|
|
|
$
|
(198,800
|
)
|
|
$
|
(746,539
|
)
|
|
$
|
(6,556
|
)
|
|
$
|
(944,207
|
)
|
|
|
Years Ended June 30,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues
(a)
|
|
$
|
—
|
|
|
$
|
150,381
|
|
|
$
|
1,071,551
|
|
Direct operating expenses
|
|
—
|
|
|
71,320
|
|
|
725,172
|
|
|||
Selling, general and administrative expenses
|
|
120
|
|
|
58,283
|
|
|
183,226
|
|
|||
Depreciation and amortization
|
|
—
|
|
|
23,772
|
|
|
103,481
|
|
|||
Operating income (loss)
|
|
(120
|
)
|
|
(2,994
|
)
|
|
59,672
|
|
|||
Equity in earnings (loss) of equity-method investments
|
|
—
|
|
|
2,679
|
|
|
(40,590
|
)
|
|||
Interest income
|
|
—
|
|
|
635
|
|
|
1,886
|
|
|||
Interest expense
|
|
—
|
|
|
(540
|
)
|
|
(2,467
|
)
|
|||
Miscellaneous income
|
|
—
|
|
|
—
|
|
|
2,802
|
|
|||
Income (loss) from discontinued operations before income taxes
|
|
(120
|
)
|
|
(220
|
)
|
|
21,303
|
|
|||
Income tax expense
|
|
—
|
|
|
(155,444
|
)
|
|
(15,032
|
)
|
|||
Income (loss) from discontinued operations, net of taxes
|
|
$
|
(120
|
)
|
|
$
|
(155,664
|
)
|
|
$
|
6,271
|
|
(a)
|
Includes rights fees for New York Knicks (
“
Knicks
”
) and New York Rangers (
“
Rangers
”
) programming prior to the Distribution Date, which were previously eliminated in consolidation. However, the pre-Distribution Date amounts are now presented as revenues in the loss from discontinued operations line with the offsetting expense in direct operating expenses, within continuing operations, in the accompanying consolidated statements of operations for the years ended June 30, 2016 and 2015.
|
|
Years Ended June 30,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Weighted-average number of shares for basic EPS
|
75,213
|
|
|
75,152
|
|
|
77,138
|
|
Dilutive effect of shares issuable under share-based compensation plans
|
347
|
|
|
375
|
|
|
549
|
|
Weighted-average number of shares for diluted EPS
|
75,560
|
|
|
75,527
|
|
|
77,687
|
|
Anti-dilutive shares
|
162
|
|
|
—
|
|
|
4
|
|
|
|
June 30,
2017 |
|
June 30,
2016 |
||||
Affiliate relationships
|
|
$
|
83,044
|
|
|
$
|
83,044
|
|
Less accumulated amortization
|
|
(42,381
|
)
|
|
(38,921
|
)
|
||
|
|
$
|
40,663
|
|
|
$
|
44,123
|
|
Fiscal year ending June 30, 2018
|
$
|
3,460
|
|
Fiscal year ending June 30, 2019
|
3,460
|
|
|
Fiscal year ending June 30, 2020
|
3,460
|
|
|
Fiscal year ending June 30, 2021
|
3,460
|
|
|
Fiscal year ending June 30, 2022
|
3,460
|
|
|
June 30,
|
|
Estimated
|
||||||
|
2017
|
|
2016
|
|
Useful Lives
|
||||
Equipment
|
$
|
40,918
|
|
|
$
|
44,508
|
|
|
2 to 10 years
|
Furniture and fixtures
|
1,695
|
|
|
1,744
|
|
|
5 to 8 years
|
||
Leasehold improvements
|
19,285
|
|
|
19,561
|
|
|
Shorter of term of lease or life of improvement
|
||
Construction in progress
|
565
|
|
|
966
|
|
|
|
||
|
62,463
|
|
|
66,779
|
|
|
|
||
Less accumulated depreciation and amortization
|
(50,635
|
)
|
|
(52,625
|
)
|
|
|
||
|
$
|
11,828
|
|
|
$
|
14,154
|
|
|
|
Fiscal year ending June 30, 2018
|
|
$
|
75,000
|
|
Fiscal year ending June 30, 2019
|
|
75,000
|
|
|
Fiscal year ending June 30, 2020
|
|
114,375
|
|
|
Fiscal year ending June 30, 2021
|
|
1,056,875
|
|
|
|
|
$
|
1,321,250
|
|
|
|
Term Loan Facility
|
|
Deferred Financing Costs
|
|
Net
|
||||||
June 30, 2017
|
|
|
|
|
|
|
||||||
Current portion of long-term debt
|
|
$
|
75,000
|
|
|
$
|
(2,586
|
)
|
|
$
|
72,414
|
|
Long-term debt, net of current portion
|
|
1,246,250
|
|
|
(5,819
|
)
|
|
1,240,431
|
|
|||
Total
|
|
$
|
1,321,250
|
|
|
$
|
(8,405
|
)
|
|
$
|
1,312,845
|
|
June 30, 2016
|
|
|
|
|
|
|
||||||
Current portion of long-term debt
|
|
$
|
67,500
|
|
|
$
|
(2,586
|
)
|
|
$
|
64,914
|
|
Long-term debt, net of current portion
|
|
1,421,250
|
|
|
(8,405
|
)
|
|
1,412,845
|
|
|||
Total
|
|
$
|
1,488,750
|
|
|
$
|
(10,991
|
)
|
|
$
|
1,477,759
|
|
|
|
June 30,
2017
|
|
June 30,
2016 |
||||
|
|
|||||||
Other current assets
|
|
$
|
417
|
|
|
$
|
417
|
|
Other assets
|
|
938
|
|
|
1,356
|
|
Fiscal year ending June 30, 2018
|
$
|
5,841
|
|
Fiscal year ending June 30, 2019
|
5,841
|
|
|
Fiscal year ending June 30, 2020
|
5,681
|
|
|
Fiscal year ending June 30, 2021
|
4,272
|
|
|
Fiscal year ending June 30, 2022
|
3,630
|
|
|
Thereafter
|
6,087
|
|
|
|
$
|
31,352
|
|
Fiscal year ending June 30, 2018
|
$
|
243,617
|
|
Fiscal year ending June 30, 2019
|
245,964
|
|
|
Fiscal year ending June 30, 2020
|
249,790
|
|
|
Fiscal year ending June 30, 2021
|
254,729
|
|
|
Fiscal year ending June 30, 2022
|
248,400
|
|
|
Thereafter
|
3,338,635
|
|
|
|
$
|
4,581,135
|
|
•
|
Level I — Quoted prices for identical instruments in active markets.
|
•
|
Level II — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
|
•
|
Level III — Instruments whose significant value drivers are unobservable.
|
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||
June 30, 2017
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market accounts
|
$
|
34,128
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34,128
|
|
Time deposits
|
106,482
|
|
|
—
|
|
|
—
|
|
|
106,482
|
|
||||
Total assets measured at fair value
|
$
|
140,610
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
140,610
|
|
June 30, 2016
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market accounts
|
$
|
68,591
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
68,591
|
|
Time deposits
|
50,977
|
|
|
—
|
|
|
—
|
|
|
50,977
|
|
||||
Total assets measured at fair value
|
$
|
119,568
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
119,568
|
|
|
Pension Plans
|
|
Postretirement Plan
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of period
|
$
|
43,921
|
|
|
$
|
191,064
|
|
|
$
|
3,537
|
|
|
$
|
8,704
|
|
Service cost
|
532
|
|
|
1,962
|
|
|
72
|
|
|
112
|
|
||||
Interest cost
|
1,328
|
|
|
3,418
|
|
|
100
|
|
|
206
|
|
||||
Actuarial loss (gain)
|
(1,567
|
)
|
|
4,534
|
|
|
(16
|
)
|
|
425
|
|
||||
Benefits paid
|
(1,224
|
)
|
|
(1,906
|
)
|
|
(70
|
)
|
|
(235
|
)
|
||||
Transfer due to the Distribution
|
—
|
|
|
(155,151
|
)
|
|
—
|
|
|
(5,675
|
)
|
||||
Benefit obligation at end of period
|
42,990
|
|
|
43,921
|
|
|
3,623
|
|
|
3,537
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of period
|
14,818
|
|
|
112,213
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
(24
|
)
|
|
1,433
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
2,035
|
|
|
2,675
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(1,224
|
)
|
|
(1,906
|
)
|
|
—
|
|
|
—
|
|
||||
Transfer due to the Distribution
|
—
|
|
|
(99,597
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of period
|
15,605
|
|
|
14,818
|
|
|
—
|
|
|
—
|
|
||||
Funded status at end of period
|
$
|
(27,385
|
)
|
|
$
|
(29,103
|
)
|
|
$
|
(3,623
|
)
|
|
$
|
(3,537
|
)
|
|
Pension Plans
|
|
Postretirement Plan
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Current liabilities (included in accrued employee related costs)
|
$
|
(930
|
)
|
|
$
|
(730
|
)
|
|
$
|
(99
|
)
|
|
$
|
(83
|
)
|
Non-current liabilities (included in defined benefit and other postretirement obligations)
|
(26,455
|
)
|
|
(28,373
|
)
|
|
(3,524
|
)
|
|
(3,454
|
)
|
||||
|
$
|
(27,385
|
)
|
|
$
|
(29,103
|
)
|
|
$
|
(3,623
|
)
|
|
$
|
(3,537
|
)
|
|
Pension Plans
|
|
Postretirement Plan
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Actuarial loss
|
$
|
(11,034
|
)
|
|
$
|
(12,791
|
)
|
|
$
|
(214
|
)
|
|
$
|
(254
|
)
|
Prior service credit
|
—
|
|
|
—
|
|
|
24
|
|
|
48
|
|
||||
|
$
|
(11,034
|
)
|
|
$
|
(12,791
|
)
|
|
$
|
(190
|
)
|
|
$
|
(206
|
)
|
|
Pension Plans
|
|
Postretirement Plan
|
||||||||||||||||||||
|
Years Ended June 30,
|
|
Years Ended June 30,
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Service cost
|
$
|
532
|
|
|
$
|
1,962
|
|
|
$
|
6,943
|
|
|
$
|
72
|
|
|
$
|
112
|
|
|
$
|
198
|
|
Interest cost
|
1,328
|
|
|
3,418
|
|
|
7,915
|
|
|
100
|
|
|
206
|
|
|
331
|
|
||||||
Expected return on plan assets
|
(424
|
)
|
|
(1,233
|
)
|
|
(3,663
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recognized actuarial loss
(a)
|
700
|
|
|
721
|
|
|
2,258
|
|
|
24
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of unrecognized prior service cost (credit)
(a)
|
—
|
|
|
14
|
|
|
26
|
|
|
(24
|
)
|
|
(71
|
)
|
|
(138
|
)
|
||||||
Settlement gain
(a)
|
(71
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
2,065
|
|
|
$
|
4,882
|
|
|
$
|
13,479
|
|
|
$
|
172
|
|
|
$
|
247
|
|
|
$
|
391
|
|
|
Years Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Continuing operations
|
$
|
2,237
|
|
|
$
|
3,166
|
|
|
$
|
5,765
|
|
Discontinued operations
|
—
|
|
|
1,963
|
|
|
8,105
|
|
|||
Total Net Periodic Benefit Cost
|
$
|
2,237
|
|
|
$
|
5,129
|
|
|
$
|
13,870
|
|
|
Pension Plans
|
|
Postretirement Plan
|
||||||||||||||||||||
|
Years Ended June 30,
|
|
Years Ended June 30,
|
||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||||||||
Actuarial gain (loss)
|
$
|
1,128
|
|
|
$
|
(3,483
|
)
|
|
$
|
(8,029
|
)
|
|
$
|
16
|
|
|
$
|
(427
|
)
|
|
$
|
855
|
|
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Recognized actuarial loss
|
700
|
|
|
721
|
|
|
2,258
|
|
|
24
|
|
|
—
|
|
|
—
|
|
||||||
Recognized prior service (credit) cost
|
—
|
|
|
14
|
|
|
26
|
|
|
(24
|
)
|
|
(71
|
)
|
|
(138
|
)
|
||||||
Settlement gain
|
(71
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total recognized in other comprehensive income (loss)
|
$
|
1,757
|
|
|
$
|
(2,748
|
)
|
|
$
|
(5,745
|
)
|
|
$
|
16
|
|
|
$
|
(498
|
)
|
|
$
|
717
|
|
|
Pension Plans
|
|
Postretirement Plan
|
||||||||
|
June 30,
|
|
June 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Discount rate
|
3.80
|
%
|
|
3.57
|
%
|
|
3.68
|
%
|
|
3.28
|
%
|
Rate of compensation increase
|
2.00
|
%
|
|
2.00
|
%
|
|
n/a
|
|
|
n/a
|
|
Healthcare cost trend rate assumed for next year
|
n/a
|
|
|
n/a
|
|
|
7.25
|
%
|
|
7.25
|
%
|
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
|
|
|
2027
|
|
|
2026
|
|
|
Pension Plans
|
|
Postretirement Plan
|
||||||||||||||
|
Years Ended June 30,
|
|
Years Ended June 30,
|
||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
|
2015
|
||||||
Discount rate
|
n/a
|
|
|
4.47
|
%
|
|
4.32
|
%
|
|
n/a
|
|
|
4.15
|
%
|
|
4.00
|
%
|
Discount rate - service cost
|
3.73
|
%
|
|
n/a
|
|
|
n/a
|
|
|
3.63
|
%
|
|
n/a
|
|
|
n/a
|
|
Discount rate - interest cost
|
3.03
|
%
|
|
n/a
|
|
|
n/a
|
|
|
2.84
|
%
|
|
n/a
|
|
|
n/a
|
|
Expected long-term return on plan assets
|
3.38
|
%
|
|
4.06
|
%
|
|
4.24
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Rate of compensation increase
|
2.00
|
%
|
|
2.98
|
%
|
|
2.98
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Healthcare cost trend rate assumed for next year
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
7.25
|
%
|
|
7.25
|
%
|
|
7.25
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
2026
|
|
|
2021
|
|
|
2020
|
|
|
Increase (Decrease) in Total of Service and Interest Cost Components for the
|
|
Increase (Decrease) in Benefit Obligation at
|
||||||||||||||||
|
Years Ended June 30,
|
|
June 30,
|
||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017
|
|
2016
|
||||||||||
One percentage point increase
|
$
|
24
|
|
|
$
|
63
|
|
|
$
|
67
|
|
|
$
|
448
|
|
|
$
|
383
|
|
One percentage point decrease
|
(21
|
)
|
|
(55
|
)
|
|
(58
|
)
|
|
(382
|
)
|
|
(373
|
)
|
|
June 30,
|
||||
Asset Classes:
(a)
|
2017
|
|
2016
|
||
Fixed income securities
|
79
|
%
|
|
78
|
%
|
Cash equivalents
|
21
|
%
|
|
22
|
%
|
|
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, 2017
.
|
Fair Value of Investments at June 30, 2017
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury Securities
|
$
|
3,605
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,605
|
|
U.S. corporate bonds
|
—
|
|
|
7,504
|
|
|
—
|
|
|
7,504
|
|
||||
Foreign issued corporate bonds
|
—
|
|
|
1,253
|
|
|
—
|
|
|
1,253
|
|
||||
Municipal bonds
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
||||
Money market accounts
|
3,222
|
|
|
—
|
|
|
—
|
|
|
3,222
|
|
||||
Total investments measured at fair value
|
$
|
6,827
|
|
|
$
|
8,778
|
|
|
$
|
—
|
|
|
$
|
15,605
|
|
Fair Value of Investments at June 30, 2016
|
|
|
|
|
|
|
|
||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury Securities
|
$
|
3,931
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,931
|
|
U.S. corporate bonds
|
—
|
|
|
6,349
|
|
|
—
|
|
|
6,349
|
|
||||
Foreign issued corporate bonds
|
—
|
|
|
1,278
|
|
|
—
|
|
|
1,278
|
|
||||
Municipal bonds
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
||||
Money market accounts
|
3,238
|
|
|
—
|
|
|
—
|
|
|
3,238
|
|
||||
Total investments measured at fair value
|
$
|
7,169
|
|
|
$
|
7,649
|
|
|
$
|
—
|
|
|
$
|
14,818
|
|
|
Pension
Plans
|
|
Postretirement
Plan
|
||||
Fiscal year ending June 30, 2018
|
$
|
1,470
|
|
|
$
|
101
|
|
Fiscal year ending June 30, 2019
|
1,580
|
|
|
134
|
|
||
Fiscal year ending June 30, 2020
|
1,830
|
|
|
168
|
|
||
Fiscal year ending June 30, 2021
|
2,080
|
|
|
211
|
|
||
Fiscal year ending June 30, 2022
|
2,260
|
|
|
245
|
|
||
Fiscal years ending June 30, 2023 – 2027
|
12,800
|
|
|
1,428
|
|
|
Years Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Continuing operations
|
$
|
828
|
|
|
$
|
863
|
|
|
$
|
759
|
|
Discontinued operations
|
—
|
|
|
652
|
|
|
2,763
|
|
|||
Total Savings Plan Expense
|
$
|
828
|
|
|
$
|
1,515
|
|
|
$
|
3,522
|
|
•
|
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.
|
|
Number of
|
|
Weighted-
Average
Exercise
Price Per
Share
|
|
Weighted-
Average
Remaining
Contractual
Term (In Years)
|
|
Aggregate Intrinsic
Value
|
||||||||
|
Nonperformance
Based
Vesting
Options |
|
Performance
Based
Vesting
Options |
|
|||||||||||
Balance as of June 30, 2016
[a]
|
1
|
|
|
—
|
|
|
$
|
2.77
|
|
|
0.28
|
|
$
|
11
|
|
Granted
|
535
|
|
|
534
|
|
|
17.81
|
|
|
|
|
|
|||
Exercised
|
(1
|
)
|
|
—
|
|
|
2.77
|
|
|
|
|
|
|||
Balance as of June 30, 2017
|
535
|
|
|
534
|
|
|
$
|
17.81
|
|
|
6.71
|
|
$
|
4,960
|
|
Risk-free interest rate
|
1.24
|
%
|
|
Expected term
|
5.25 years
|
|
|
Expected volatility
|
25.1
|
%
|
|
Number of
|
|
Weighted-Average
Fair Value
Per Share At
Date of Grant
|
||||||
|
Nonperformance
Based
Vesting
RSUs
|
|
Performance
Based
Vesting
RSUs |
|
|||||
Unvested award balance as of June 30, 2016
|
321
|
|
|
431
|
|
|
$
|
38.57
|
|
Granted
|
463
|
|
|
284
|
|
|
19.59
|
|
|
Vested
|
(207
|
)
|
|
(103
|
)
|
|
39.91
|
|
|
Forfeited
|
(33
|
)
|
|
(15
|
)
|
|
38.07
|
|
|
Unvested award balance as of June 30, 2017
|
544
|
|
|
597
|
|
|
25.79
|
|
|
Years Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Current expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
81,964
|
|
|
$
|
71,632
|
|
|
$
|
137,455
|
|
State and other
|
31,977
|
|
|
27,977
|
|
|
53,194
|
|
|||
|
113,941
|
|
|
99,609
|
|
|
190,649
|
|
|||
Deferred expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
(4,120
|
)
|
|
(4,353
|
)
|
|
(16,558
|
)
|
|||
State and other
|
(1,327
|
)
|
|
(14,252
|
)
|
|
3,708
|
|
|||
|
(5,447
|
)
|
|
(18,605
|
)
|
|
(12,850
|
)
|
|||
Tax benefit relating to uncertain tax positions
|
(18
|
)
|
|
(33
|
)
|
|
(894
|
)
|
|||
Income tax expense
|
$
|
108,476
|
|
|
$
|
80,971
|
|
|
$
|
176,905
|
|
|
Years Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Federal tax expense at statutory federal rate
|
$
|
96,578
|
|
|
$
|
85,495
|
|
|
$
|
148,867
|
|
State and local income taxes, net of federal benefit
|
19,489
|
|
|
17,709
|
|
|
31,707
|
|
|||
Change in the estimated applicable corporate tax rate used to determine deferred taxes
|
85
|
|
|
(12,717
|
)
|
|
8,122
|
|
|||
Domestic production activities tax deduction
|
(7,998
|
)
|
|
(6,329
|
)
|
|
(11,076
|
)
|
|||
Tax benefit relating to uncertain tax positions
|
(18
|
)
|
|
(33
|
)
|
|
(894
|
)
|
|||
Tax return to book provision adjustments
|
(208
|
)
|
|
(3,271
|
)
|
|
(49
|
)
|
|||
Nondeductible expenses and other
|
548
|
|
|
117
|
|
|
228
|
|
|||
Income tax expense
|
$
|
108,476
|
|
|
$
|
80,971
|
|
|
$
|
176,905
|
|
|
June 30,
|
||||||
|
2017
|
|
2016
|
||||
Deferred tax asset (liability)
|
|
|
|
||||
Investment in MSGN L.P.
|
$
|
(356,064
|
)
|
|
$
|
(358,725
|
)
|
Compensation and benefit plans
|
4,210
|
|
|
2,164
|
|
||
Net noncurrent deferred tax liability
|
$
|
(351,854
|
)
|
|
$
|
(356,561
|
)
|
Balance as of June 30, 2016
|
$
|
32
|
|
Additions for tax positions related to prior years
|
—
|
|
|
Decreases for tax positions related to prior years
|
(18
|
)
|
|
Balance as of June 30, 2017
|
$
|
14
|
|
|
Years Ended June 30,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Customer 1
|
25
|
%
|
|
25
|
%
|
|
27
|
%
|
Customer 2
|
24
|
%
|
|
23
|
%
|
|
22
|
%
|
Customer 3
|
20
|
%
|
|
20
|
%
|
|
20
|
%
|
Customer 4
|
11
|
%
|
|
10
|
%
|
|
11
|
%
|
|
June 30,
|
||||||
Reported in
|
2017
|
|
2016
|
||||
Prepaid expenses
|
$
|
3,000
|
|
|
$
|
1,000
|
|
Other current assets
|
2,000
|
|
|
2,000
|
|
||
Other assets
|
41,000
|
|
|
41,000
|
|
||
|
$
|
46,000
|
|
|
$
|
44,000
|
|
|
Three Months Ended
|
|
Year Ended June 30, 2017
|
||||||||||||||||
|
September 30, 2016
|
|
December 31, 2016
|
|
March 31, 2017
|
|
June 30,
2017
|
|
|||||||||||
Revenues
|
$
|
153,578
|
|
|
$
|
175,646
|
|
|
$
|
183,247
|
|
|
$
|
162,881
|
|
|
$
|
675,352
|
|
Operating expenses
|
79,071
|
|
|
95,847
|
|
|
100,193
|
|
|
86,977
|
|
|
362,088
|
|
|||||
Operating income
|
$
|
74,507
|
|
|
$
|
79,799
|
|
|
$
|
83,054
|
|
|
$
|
75,904
|
|
|
$
|
313,264
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
40,361
|
|
|
$
|
43,255
|
|
|
$
|
44,155
|
|
|
$
|
39,691
|
|
|
$
|
167,462
|
|
Loss from discontinued operations, net of taxes
|
(120
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(120
|
)
|
|||||
Net income
|
$
|
40,241
|
|
|
$
|
43,255
|
|
|
$
|
44,155
|
|
|
$
|
39,691
|
|
|
$
|
167,342
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
0.54
|
|
|
$
|
0.58
|
|
|
$
|
0.59
|
|
|
$
|
0.53
|
|
|
$
|
2.23
|
|
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income
|
0.54
|
|
|
0.58
|
|
|
0.59
|
|
|
0.53
|
|
|
2.22
|
|
|||||
Diluted
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
0.54
|
|
|
$
|
0.57
|
|
|
$
|
0.58
|
|
|
$
|
0.52
|
|
|
$
|
2.22
|
|
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income
|
0.53
|
|
|
0.57
|
|
|
0.58
|
|
|
0.52
|
|
|
2.21
|
|
|
Three Months Ended
|
|
Year Ended June 30, 2016
|
||||||||||||||||
|
September 30, 2015
|
|
December 31, 2015
|
|
March 31, 2016
|
|
June 30,
2016
|
|
|||||||||||
Revenues
|
$
|
148,147
|
|
|
$
|
169,931
|
|
|
$
|
179,596
|
|
|
$
|
160,524
|
|
|
$
|
658,198
|
|
Operating expenses
|
105,899
|
|
|
97,008
|
|
|
95,509
|
|
|
86,196
|
|
|
384,612
|
|
|||||
Operating income
|
$
|
42,248
|
|
|
$
|
72,923
|
|
|
$
|
84,087
|
|
|
$
|
74,328
|
|
|
$
|
273,586
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
41,331
|
|
|
$
|
34,050
|
|
|
$
|
44,710
|
|
|
$
|
43,207
|
|
|
$
|
163,298
|
|
Income (loss) from discontinued operations, net of taxes
|
(161,017
|
)
|
|
(137
|
)
|
|
(40
|
)
|
|
5,530
|
|
|
(155,664
|
)
|
|||||
Net income (loss)
|
$
|
(119,686
|
)
|
|
$
|
33,913
|
|
|
$
|
44,670
|
|
|
$
|
48,737
|
|
|
$
|
7,634
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
0.55
|
|
|
$
|
0.45
|
|
|
$
|
0.60
|
|
|
$
|
0.58
|
|
|
$
|
2.17
|
|
Income (loss) from discontinued operations
|
(2.13
|
)
|
|
—
|
|
|
—
|
|
|
0.07
|
|
|
(2.07
|
)
|
|||||
Net income (loss)
|
(1.58
|
)
|
|
0.45
|
|
|
0.60
|
|
|
0.65
|
|
|
0.10
|
|
|||||
Diluted
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
0.54
|
|
|
$
|
0.45
|
|
|
$
|
0.59
|
|
|
$
|
0.57
|
|
|
$
|
2.16
|
|
Income (loss) from discontinued operations
|
(2.12
|
)
|
|
—
|
|
|
—
|
|
|
0.07
|
|
|
(2.06
|
)
|
|||||
Net income (loss)
|
(1.58
|
)
|
|
0.45
|
|
|
0.59
|
|
|
0.65
|
|
|
0.10
|
|
ENTITY NAME
|
STATE OF INCORPORATION
|
PERCENTAGE OWNED
|
The 31st Street Company, L.L.C.
|
Delaware
|
100%
|
MSGN Eden, LLC
|
Delaware
|
100%
|
MSGN Holdings, L.P.
|
Delaware
|
100%
|
MSGN Interactive, LLC
|
Delaware
|
100%
|
MSGN Publishing, LLC
|
Delaware
|
100%
|
MSGN Songs, LLC
|
Delaware
|
100%
|
SportsChannel Associates
|
New York
|
100%
|
Rainbow Garden Corp.
|
Delaware
|
100%
|
Regional MSGN Holdings LLC
|
Delaware
|
100%
|
1.
|
I have reviewed this Annual Report on Form 10-K of MSG Networks Inc.;
|
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/ Andrea Greenberg
|
Andrea Greenberg
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of MSG Networks Inc.;
|
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/ Bret Richter
|
Bret Richter
|
Executive Vice President, Chief Financial Officer and Treasurer
|
/s/ Andrea Greenberg
|
Andrea Greenberg
|
President and Chief Executive Officer
|
/s/ Bret Richter
|
Bret Richter
|
Executive Vice President, Chief Financial Officer and Treasurer
|