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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:
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Title of each class:
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Trading Symbol(s)
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Name of each Exchange on which Registered:
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Class A Common Stock
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MSGN
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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
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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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•
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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
6/30/14
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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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06/30/18
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06/30/19
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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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133.69
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$
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91.81
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$
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134.37
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$
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143.35
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$
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124.13
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Russell 3000 Index
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100.00
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107.29
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109.59
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129.87
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149.07
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162.46
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||||||
S&P Composite 1500 Media Index
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100.00
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112.77
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108.17
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126.19
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126.16
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148.70
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For Years Ended June 30,
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||||||||||||||||||
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2019
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2018
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2017
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2016
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2015
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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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720,845
|
|
|
$
|
696,651
|
|
|
$
|
675,352
|
|
|
$
|
658,198
|
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$
|
631,010
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|
Direct operating expenses
|
300,274
|
|
|
291,082
|
|
|
271,119
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|
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267,233
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215,783
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|||||
Selling, general and administrative expenses
|
103,274
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|
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83,073
|
|
|
79,040
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|
100,752
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|
|
152,706
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|||||
Depreciation and amortization (including impairments)
|
7,398
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|
|
9,338
|
|
|
10,296
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|
|
14,583
|
|
|
17,641
|
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|||||
Gain on sale of Fuse
|
—
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|
|
—
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|
|
—
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|
—
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|
(186,178
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)
|
|||||
Operating income
|
309,899
|
|
|
313,158
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|
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314,897
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275,630
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431,058
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|||||
Other income (expense):
|
|
|
|
|
|
|
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|
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||||||||||
Interest income
|
6,343
|
|
|
4,388
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|
|
2,782
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|
|
2,368
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|
|
2,068
|
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|||||
Interest expense
|
(47,589
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)
|
|
(43,312
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)
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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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)
|
|||||
Other components of net periodic benefit cost
|
244
|
|
|
(1,710
|
)
|
|
(1,633
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)
|
|
(2,044
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)
|
|
(3,747
|
)
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|||||
Miscellaneous expense
|
—
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|
—
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|
—
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|
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(2
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)
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|
(4
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)
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|||||
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(41,002
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)
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|
(40,634
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)
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(38,959
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)
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(31,361
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)
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(5,723
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)
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|||||
Income from continuing operations before income taxes
|
268,897
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|
|
272,524
|
|
|
275,938
|
|
|
244,269
|
|
|
425,335
|
|
|||||
Income tax benefit (expense)
|
(82,715
|
)
|
|
16,338
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|
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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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|||||
Income from continuing operations
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186,182
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|
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288,862
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167,462
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163,298
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248,430
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Income (loss) from discontinued operations, net of taxes
(a)
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—
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—
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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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|||||
Net income
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$
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186,182
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$
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288,862
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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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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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2.48
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$
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3.83
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|
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$
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2.23
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|
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$
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2.17
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$
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3.22
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Income (loss) from discontinued operations
(a)
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—
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—
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—
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(2.07
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)
|
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0.08
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|||||
Net income
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2.48
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3.83
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2.22
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0.10
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3.30
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Diluted
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Income from continuing operations
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$
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2.46
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|
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$
|
3.81
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|
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$
|
2.22
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$
|
2.16
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$
|
3.20
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|
Income (loss) from discontinued operations
(a)
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—
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|
|
—
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|
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—
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(2.06
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)
|
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0.08
|
|
|||||
Net income
|
2.46
|
|
|
3.81
|
|
|
2.21
|
|
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0.10
|
|
|
3.28
|
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|||||
Weighted-average number of common shares outstanding:
|
|
|
|
|
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|
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||||||||||
Basic
|
75,069
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|
|
75,381
|
|
|
75,213
|
|
|
75,152
|
|
|
77,138
|
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|||||
Diluted
|
75,731
|
|
|
75,820
|
|
|
75,560
|
|
|
75,527
|
|
|
77,687
|
|
|||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
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|
||||||||||
Total assets
|
$
|
866,899
|
|
|
$
|
849,612
|
|
|
$
|
805,044
|
|
|
$
|
806,542
|
|
|
$
|
3,019,829
|
|
Total long-term debt
|
1,018,017
|
|
|
1,190,431
|
|
|
1,312,845
|
|
|
1,477,759
|
|
|
—
|
|
|||||
Total stockholders’ equity (deficiency)
|
(458,768
|
)
|
|
(657,742
|
)
|
|
(944,207
|
)
|
|
(1,119,958
|
)
|
|
1,723,522
|
|
•
|
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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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;
|
•
|
the ability of our Distributors to maintain, or minimize declines in, subscriber levels;
|
•
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the impact of subscribers selecting Distributors’ packages that do not include our networks or Distributors that do not carry our networks at all;
|
•
|
the security of our program signal and electronic data;
|
•
|
general economic conditions especially in the New York City metropolitan area where we conduct the majority of our operations;
|
•
|
the on-ice and on-court performance of the professional sports teams whose games we carry;
|
•
|
the demand for advertising and sponsorship arrangements and viewer ratings for our networks;
|
•
|
competition, for example, from other regional sports networks;
|
•
|
the relocation or insolvency of professional sports teams with which we have a media rights agreement;
|
•
|
our ability to maintain, obtain or produce content, together with the cost of such content;
|
•
|
our ability to renew or replace our media rights agreements with professional sports teams;
|
•
|
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;
|
•
|
the impact of governmental regulations or laws and changes in such regulations or laws, including with respect to the legalization of sports gaming;
|
•
|
the impact of sports league rules, regulations and/or agreements and changes thereto;
|
•
|
our dependence on The Madison Square Garden Company (“MSG”), AMC Networks Inc., and other third-party providers for the provision of certain services;
|
•
|
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;
|
•
|
any reduction in our access to capital and credit 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 (as defined below); and
|
•
|
the factors described under “Item 1A. Risk Factors” included in this Annual Report on Form 10-K.
|
|
Years Ended June 30,
|
|
Increase
(Decrease)
in Net
Income
|
||||||||||||||
|
2019
|
|
2018
|
|
|||||||||||||
|
Amount
|
|
% of
Revenues
|
|
Amount
|
|
% of
Revenues
|
|
|||||||||
Revenues
|
$
|
720,845
|
|
|
100
|
%
|
|
$
|
696,651
|
|
|
100
|
%
|
|
$
|
24,194
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Direct operating expenses
|
300,274
|
|
|
42
|
%
|
|
291,082
|
|
|
42
|
%
|
|
(9,192
|
)
|
|||
Selling, general and administrative expenses
|
103,274
|
|
|
14
|
%
|
|
83,073
|
|
|
12
|
%
|
|
(20,201
|
)
|
|||
Depreciation and amortization
|
7,398
|
|
|
1
|
%
|
|
9,338
|
|
|
1
|
%
|
|
1,940
|
|
|||
Operating income
|
309,899
|
|
|
43
|
%
|
|
313,158
|
|
|
45
|
%
|
|
(3,259
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
6,343
|
|
|
1
|
%
|
|
4,388
|
|
|
1
|
%
|
|
1,955
|
|
|||
Interest expense
|
(47,589
|
)
|
|
(7
|
)%
|
|
(43,312
|
)
|
|
(6
|
)%
|
|
(4,277
|
)
|
|||
Other components of net periodic benefit cost
|
244
|
|
|
NM
|
|
|
(1,710
|
)
|
|
NM
|
|
|
1,954
|
|
|||
|
(41,002
|
)
|
|
(6
|
)%
|
|
(40,634
|
)
|
|
(6
|
)%
|
|
(368
|
)
|
|||
Income from continuing operations before income taxes
|
268,897
|
|
|
37
|
%
|
|
272,524
|
|
|
39
|
%
|
|
(3,627
|
)
|
|||
Income tax benefit (expense)
|
(82,715
|
)
|
|
(11
|
)%
|
|
16,338
|
|
|
2
|
%
|
|
(99,053
|
)
|
|||
Net income
|
186,182
|
|
|
26
|
%
|
|
288,862
|
|
|
41
|
%
|
|
(102,680
|
)
|
Increase in affiliation fee revenue
|
$
|
14,130
|
|
Increase in advertising revenue
|
10,275
|
|
|
Other net decreases
|
(211
|
)
|
|
|
$
|
24,194
|
|
|
Years Ended June 30,
|
|
Increase (Decrease)
in Adjusted Operating Income
|
||||||||
|
2019
|
|
2018
|
|
|||||||
Operating income
|
$
|
309,899
|
|
|
$
|
313,158
|
|
|
$
|
(3,259
|
)
|
Share-based compensation expense
|
18,087
|
|
|
13,979
|
|
|
4,108
|
|
|||
Depreciation and amortization
|
7,398
|
|
|
9,338
|
|
|
(1,940
|
)
|
|||
Adjusted operating income
|
$
|
335,384
|
|
|
$
|
336,475
|
|
|
$
|
(1,091
|
)
|
|
Years Ended June 30,
|
|
Increase
(Decrease)
in Net
Income
|
||||||||||||||
|
2018
|
|
2017
|
|
|||||||||||||
|
Amount
|
|
% of
Revenues
|
|
Amount
|
|
% of
Revenues
|
|
|||||||||
Revenues
|
$
|
696,651
|
|
|
100
|
%
|
|
$
|
675,352
|
|
|
100
|
%
|
|
$
|
21,299
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Direct operating expenses
|
291,082
|
|
|
42
|
%
|
|
271,119
|
|
|
40
|
%
|
|
(19,963
|
)
|
|||
Selling, general and administrative expenses
|
83,073
|
|
|
12
|
%
|
|
79,040
|
|
|
12
|
%
|
|
(4,033
|
)
|
|||
Depreciation and amortization
|
9,338
|
|
|
1
|
%
|
|
10,296
|
|
|
2
|
%
|
|
958
|
|
|||
Operating income
|
313,158
|
|
|
45
|
%
|
|
314,897
|
|
|
47
|
%
|
|
(1,739
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
4,388
|
|
|
1
|
%
|
|
2,782
|
|
|
NM
|
|
|
1,606
|
|
|||
Interest expense
|
(43,312
|
)
|
|
(6
|
)%
|
|
(40,108
|
)
|
|
(6
|
)%
|
|
(3,204
|
)
|
|||
Other components of net periodic benefit cost
|
(1,710
|
)
|
|
NM
|
|
|
(1,633
|
)
|
|
NM
|
|
|
(77
|
)
|
|||
|
(40,634
|
)
|
|
(6
|
)%
|
|
(38,959
|
)
|
|
(6
|
)%
|
|
(1,675
|
)
|
|||
Income from continuing operations before income taxes
|
272,524
|
|
|
39
|
%
|
|
275,938
|
|
|
41
|
%
|
|
(3,414
|
)
|
|||
Income tax benefit (expense)
|
16,338
|
|
|
2
|
%
|
|
(108,476
|
)
|
|
(16
|
)%
|
|
124,814
|
|
|||
Income from continuing operations
|
288,862
|
|
|
41
|
%
|
|
167,462
|
|
|
25
|
%
|
|
121,400
|
|
|||
Loss from discontinued operations, net of taxes
|
—
|
|
|
NM
|
|
|
(120
|
)
|
|
NM
|
|
|
120
|
|
|||
Net income
|
$
|
288,862
|
|
|
41
|
%
|
|
$
|
167,342
|
|
|
25
|
%
|
|
$
|
121,520
|
|
Increase in affiliation fee revenue
|
$
|
22,269
|
|
Decrease in advertising revenue
|
(2,801
|
)
|
|
Other net increases
|
1,831
|
|
|
|
$
|
21,299
|
|
|
Years Ended June 30,
|
|
Increase (Decrease)
in Adjusted Operating Income
|
||||||||
|
2018
|
|
2017
|
|
|||||||
Operating income
|
$
|
313,158
|
|
|
$
|
314,897
|
|
|
$
|
(1,739
|
)
|
Share-based compensation expense
|
13,979
|
|
|
9,931
|
|
|
4,048
|
|
|||
Depreciation and amortization
|
9,338
|
|
|
10,296
|
|
|
(958
|
)
|
|||
Adjusted operating income
|
$
|
336,475
|
|
|
$
|
335,124
|
|
|
$
|
1,351
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Year 1
|
|
Years 2-3
|
|
Years 4-5
|
|
More Than
5 Years
|
||||||||||
Contractual obligations
(a)
|
$
|
4,128,205
|
|
|
$
|
258,361
|
|
|
$
|
515,433
|
|
|
$
|
510,598
|
|
|
$
|
2,843,813
|
|
Operating lease obligations
(b)
|
19,913
|
|
|
5,644
|
|
|
8,105
|
|
|
6,164
|
|
|
—
|
|
|||||
Debt repayment
(c)
|
1,021,250
|
|
|
114,375
|
|
|
906,875
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
5,169,368
|
|
|
$
|
378,380
|
|
|
$
|
1,430,413
|
|
|
$
|
516,762
|
|
|
$
|
2,843,813
|
|
Goodwill
|
$
|
424,508
|
|
Amortizable intangible assets, net
|
33,743
|
|
|
Property and equipment, net
|
9,302
|
|
|
|
$
|
467,553
|
|
|
Net Periodic
Benefit Cost
|
|
Benefit Obligation
|
||
Healthcare cost trend rate assumed for next year
|
7.00
|
%
|
|
6.75
|
%
|
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
|
2027
|
|
|
2027
|
|
|
Increase
(Decrease) in
Total of Service
and Interest Cost
Components
|
|
Increase
(Decrease) in
Benefit Obligation
|
||||
One percentage point increase
|
$
|
12
|
|
|
$
|
205
|
|
One percentage point decrease
|
(11
|
)
|
|
(185
|
)
|
|
|
|
|
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.
|
Exhibits:
|
|
|
EXHIBIT
NO.
|
|
DESCRIPTION
|
2.1
|
|
|
3.1
|
|
|
3.1.A
|
|
|
3.1.B
|
|
|
3.2
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
|
4.5
|
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
10.5
|
|
|
10.6
|
|
|
10.7
|
|
|
10.8
|
|
|
10.9
|
|
|
10.10
|
|
|
10.11
|
|
|
10.12
|
|
|
10.13
|
|
|
10.14
|
|
|
10.15
|
|
|
10.16
|
|
|
10.17
|
|
|
10.18
|
|
|
10.19
|
|
|
10.20
|
|
|
10.21
|
|
|
10.22
|
|
|
10.23
|
|
|
10.24
|
|
|
10.25
|
|
|
10.26
|
|
|
10.27
|
|
|
10.28
|
|
|
21.1
|
|
|
23.1
|
|
|
24.1
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
32.2
|
|
EXHIBIT
NO.
|
|
DESCRIPTION
|
101.INS
|
|
XBRL Instance Document.
|
101.SCH
|
|
XBRL Taxonomy Extension Schema.
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase.
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
†
|
This exhibit is a management contract or a compensatory plan or arrangement.
|
|
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, 2019 Allowance for doubtful accounts
|
$
|
(509
|
)
|
|
$
|
(930
|
)
|
|
$
|
—
|
|
|
$
|
270
|
|
|
$
|
(1,169
|
)
|
Year Ended June 30, 2018 Allowance for doubtful accounts
|
$
|
(594
|
)
|
|
$
|
(17
|
)
|
|
$
|
—
|
|
|
$
|
102
|
|
|
$
|
(509
|
)
|
Year Ended June 30, 2017 Allowance for doubtful accounts
|
$
|
(838
|
)
|
|
$
|
242
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
(594
|
)
|
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 21, 2019
|
Andrea Greenberg
|
|
|
|
|
/s/ BRET RICHTER
|
|
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
|
|
August 21, 2019
|
Bret Richter
|
|
|
|
|
/s/ DAWN DARINO-GORKSI
|
|
Senior Vice President, Controller and
Principal Accounting Officer
|
|
August 21, 2019
|
Dawn Darino-Gorski
|
|
|
|
|
/s/ JAMES L. DOLAN
|
|
Executive Chairman (Director)
|
|
August 21, 2019
|
James L. Dolan
|
|
|
|
|
/s/ WILLIAM J. BELL
|
|
Director
|
|
August 21, 2019
|
William J. Bell
|
|
|
|
|
/s/ CHARLES F. DOLAN
|
|
Director
|
|
August 21, 2019
|
Charles F. Dolan
|
|
|
|
|
/s/ KRISTIN A. DOLAN
|
|
Director
|
|
August 21, 2019
|
Kristin A. Dolan
|
|
|
|
|
/s/ PAUL J. DOLAN
|
|
Director
|
|
August 21, 2019
|
Paul J. Dolan
|
|
|
|
|
/s/ QUENTIN F. DOLAN
|
|
Director
|
|
August 21, 2019
|
Quentin F. Dolan
|
|
|
|
|
Name
|
|
Title
|
|
Date
|
/s/ THOMAS C. DOLAN
|
|
Director
|
|
August 21, 2019
|
Thomas C. Dolan
|
|
|
|
|
/s/ JOSEPH J. LHOTA
|
|
Director
|
|
August 21, 2019
|
Joseph J. Lhota
|
|
|
|
|
/s/ JOEL M. LITVIN
|
|
Director
|
|
August 21, 2019
|
Joel M. Litvin
|
|
|
|
|
/s/ HANK J. RATNER
|
|
Director
|
|
August 21, 2019
|
Hank J. Ratner
|
|
|
|
|
/s/ BRIAN G. SWEENEY
|
|
Director
|
|
August 21, 2019
|
Brian G. Sweeney
|
|
|
|
|
/s/ JOHN L. SYKES
|
|
Director
|
|
August 21, 2019
|
John L. Sykes
|
|
|
|
|
◦
|
Read public filings, external news, and research sources for information related to transactions between the Company and related parties;
|
◦
|
Listened to the Company’s quarterly investor relations calls;
|
◦
|
Queried the accounts payable system for transactions with related parties;
|
◦
|
Inspected questionnaires from the Company’s directors and officers;
|
◦
|
Evaluated the Company’s reconciliations of its applicable accounts to the related parties’ records of transactions and balances;
|
◦
|
Inspected the Company’s minutes from meetings of the Board of Directors and related committees;
|
◦
|
Read new agreements and contracts between the Company and related parties; and
|
◦
|
Inquired with executive officers, key members of management, and the Audit Committee of the Board of Directors regarding related party transactions.
|
|
June 30,
|
||||||
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
226,423
|
|
|
$
|
205,343
|
|
Accounts receivable, net
|
108,349
|
|
|
110,657
|
|
||
Related party receivables, net
|
16,091
|
|
|
12,100
|
|
||
Prepaid income taxes
|
1,968
|
|
|
1,134
|
|
||
Prepaid expenses
|
2,003
|
|
|
4,489
|
|
||
Other current assets
|
5,286
|
|
|
4,719
|
|
||
Total current assets
|
360,120
|
|
|
338,442
|
|
||
Property and equipment, net
|
9,302
|
|
|
10,029
|
|
||
Amortizable intangible assets, net
|
33,743
|
|
|
37,203
|
|
||
Goodwill
|
424,508
|
|
|
424,508
|
|
||
Other assets
|
39,226
|
|
|
39,430
|
|
||
Total assets
|
$
|
866,899
|
|
|
$
|
849,612
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
907
|
|
|
$
|
1,460
|
|
Related party payables
|
941
|
|
|
785
|
|
||
Current portion of long-term debt
|
111,789
|
|
|
72,414
|
|
||
Income taxes payable
|
—
|
|
|
8,460
|
|
||
Accrued liabilities:
|
|
|
|
||||
Employee related costs
|
15,466
|
|
|
15,342
|
|
||
Other accrued liabilities
|
13,898
|
|
|
8,129
|
|
||
Deferred revenue
|
185
|
|
|
4,626
|
|
||
Total current liabilities
|
143,186
|
|
|
111,216
|
|
||
Long-term debt, net of current portion
|
906,228
|
|
|
1,118,017
|
|
||
Defined benefit and other postretirement obligations
|
25,834
|
|
|
28,170
|
|
||
Other employee related costs
|
4,713
|
|
|
4,560
|
|
||
Other liabilities
|
2,310
|
|
|
3,974
|
|
||
Deferred tax liability
|
243,396
|
|
|
241,417
|
|
||
Total liabilities
|
1,325,667
|
|
|
1,507,354
|
|
||
Commitments and contingencies (see Notes 8, 9 and 10)
|
|
|
|
|
|
||
Stockholders' Deficiency:
|
|
|
|
||||
Class A Common Stock, par value $0.01, 360,000 shares authorized; 61,287 and 61,017 shares outstanding as of June 30, 2019 and 2018, respectively
|
643
|
|
|
643
|
|
||
Class B Common Stock, par value $0.01, 90,000 shares authorized; 13,589 shares outstanding as of June 30, 2019 and 2018
|
136
|
|
|
136
|
|
||
Preferred stock, par value $0.01, 45,000 shares authorized; none outstanding
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
9,916
|
|
|
4,067
|
|
||
Treasury stock, at cost, 2,972 and 3,242 shares as of June 30, 2019 and 2018, respectively
|
(179,561
|
)
|
|
(195,881
|
)
|
||
Accumulated deficit
|
(282,414
|
)
|
|
(460,007
|
)
|
||
Accumulated other comprehensive loss
|
(7,488
|
)
|
|
(6,700
|
)
|
||
Total stockholders' deficiency
|
(458,768
|
)
|
|
(657,742
|
)
|
||
Total liabilities and stockholders' deficiency
|
$
|
866,899
|
|
|
$
|
849,612
|
|
|
Years Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues (including related party revenues of $0, $230 and $0, for the years ended June 30, 2019, 2018, and 2017, respectively)
|
$
|
720,845
|
|
|
$
|
696,651
|
|
|
$
|
675,352
|
|
|
|
|
|
|
|
||||||
Direct operating expenses (including related party expenses of $152,136, $148,580 and $142,080, for the years ended June 30, 2019, 2018, and 2017, respectively)
|
300,274
|
|
|
291,082
|
|
|
271,119
|
|
|||
Selling, general and administrative expenses (including related party expenses of $25,725, $22,240 and $21,732, for the years ended June 30, 2019, 2018, and 2017, respectively)
|
103,274
|
|
|
83,073
|
|
|
79,040
|
|
|||
Depreciation and amortization
|
7,398
|
|
|
9,338
|
|
|
10,296
|
|
|||
Operating income
|
309,899
|
|
|
313,158
|
|
|
314,897
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest income
|
6,343
|
|
|
4,388
|
|
|
2,782
|
|
|||
Interest expense
|
(47,589
|
)
|
|
(43,312
|
)
|
|
(40,108
|
)
|
|||
Other components of net periodic benefit cost
|
244
|
|
|
(1,710
|
)
|
|
(1,633
|
)
|
|||
|
(41,002
|
)
|
|
(40,634
|
)
|
|
(38,959
|
)
|
|||
Income from continuing operations before income taxes
|
268,897
|
|
|
272,524
|
|
|
275,938
|
|
|||
Income tax benefit (expense)
|
(82,715
|
)
|
|
16,338
|
|
|
(108,476
|
)
|
|||
Income from continuing operations
|
$
|
186,182
|
|
|
$
|
288,862
|
|
|
$
|
167,462
|
|
Loss from discontinued operations, net of taxes
|
—
|
|
|
—
|
|
|
(120
|
)
|
|||
Net income
|
$
|
186,182
|
|
|
$
|
288,862
|
|
|
$
|
167,342
|
|
Earnings (loss) per share:
|
|
|
|
|
|
||||||
Basic
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
2.48
|
|
|
$
|
3.83
|
|
|
$
|
2.23
|
|
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income
|
2.48
|
|
|
3.83
|
|
|
2.22
|
|
|||
Diluted
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
2.46
|
|
|
$
|
3.81
|
|
|
$
|
2.22
|
|
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income
|
2.46
|
|
|
3.81
|
|
|
2.21
|
|
|||
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
75,069
|
|
|
75,381
|
|
|
75,213
|
|
|||
Diluted
|
75,731
|
|
|
75,820
|
|
|
75,560
|
|
|
Years Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
186,182
|
|
|
$
|
288,862
|
|
|
$
|
167,342
|
|
Other comprehensive income (loss), before income taxes:
|
|
|
|
|
|
||||||
Pension plans and postretirement plan:
|
|
|
|
|
|
||||||
Net unamortized gains (losses) arising during the period
|
$
|
(1,587
|
)
|
|
$
|
1,163
|
|
|
$
|
1,144
|
|
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
||||||
Amortization of net actuarial loss included in net periodic benefit cost
|
483
|
|
|
656
|
|
|
724
|
|
|||
Amortization of prior service credit included in net periodic benefit cost
|
(7
|
)
|
|
(13
|
)
|
|
(24
|
)
|
|||
Settlement gain
|
(5
|
)
|
|
—
|
|
|
(71
|
)
|
|||
Other comprehensive income (loss), before income taxes
|
(1,116
|
)
|
|
1,806
|
|
|
1,773
|
|
|||
Income tax benefit (expense) related to items of other comprehensive income (loss)
|
328
|
|
|
(559
|
)
|
|
(740
|
)
|
|||
Other comprehensive income (loss)
|
(788
|
)
|
|
1,247
|
|
|
1,033
|
|
|||
Comprehensive income
|
$
|
185,394
|
|
|
$
|
290,109
|
|
|
$
|
168,375
|
|
|
Years Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities from continuing operations:
|
|
|
|
|
|
||||||
Net income
|
$
|
186,182
|
|
|
$
|
288,862
|
|
|
$
|
167,342
|
|
Loss from discontinued operations, net of taxes
|
—
|
|
|
—
|
|
|
120
|
|
|||
Income from continuing operations
|
186,182
|
|
|
288,862
|
|
|
167,462
|
|
|||
Adjustments to reconcile net income to net cash provided by operating activities from continuing operations:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
7,398
|
|
|
9,338
|
|
|
10,296
|
|
|||
Amortization of deferred financing costs
|
3,003
|
|
|
3,003
|
|
|
3,004
|
|
|||
Share-based compensation expense
|
18,087
|
|
|
13,979
|
|
|
9,931
|
|
|||
Provision for doubtful accounts
|
930
|
|
|
17
|
|
|
(242
|
)
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
1,371
|
|
|
(5,391
|
)
|
|
(3,361
|
)
|
|||
Related party receivables, net
|
(3,984
|
)
|
|
4,800
|
|
|
(1,661
|
)
|
|||
Prepaid expenses and other assets
|
4,464
|
|
|
1,398
|
|
|
8,015
|
|
|||
Accounts payable
|
(553
|
)
|
|
219
|
|
|
(802
|
)
|
|||
Related party payables, including payable to MSG
|
277
|
|
|
(2,171
|
)
|
|
(3,154
|
)
|
|||
Prepaid/payable for income taxes
|
(9,294
|
)
|
|
10,165
|
|
|
16,883
|
|
|||
Accrued and other liabilities
|
364
|
|
|
(2,168
|
)
|
|
(2,694
|
)
|
|||
Deferred revenue
|
(4,441
|
)
|
|
(445
|
)
|
|
(1,072
|
)
|
|||
Deferred income taxes
|
2,155
|
|
|
(110,996
|
)
|
|
(5,447
|
)
|
|||
Net cash provided by operating activities from continuing operations
|
205,959
|
|
|
210,610
|
|
|
197,158
|
|
|||
Cash flows from investing activities from continuing operations:
|
|
|
|
|
|
||||||
Capital expenditures
|
(2,879
|
)
|
|
(3,724
|
)
|
|
(4,894
|
)
|
|||
Investment in nonconsolidated entity
|
(2,000
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities from continuing operations
|
(4,879
|
)
|
|
(3,724
|
)
|
|
(4,894
|
)
|
|||
Cash flows from financing activities from continuing operations:
|
|
|
|
|
|
||||||
Principal repayments on Term Loan Facility (see Note 7)
|
(175,000
|
)
|
|
(125,000
|
)
|
|
(167,500
|
)
|
|||
Proceeds from stock option exercises
|
—
|
|
|
—
|
|
|
2
|
|
|||
Repurchases of common stock
|
—
|
|
|
(13,850
|
)
|
|
—
|
|
|||
Taxes paid in lieu of shares issued for share-based compensation
|
(5,000
|
)
|
|
(3,780
|
)
|
|
(2,271
|
)
|
|||
Net cash used in financing activities from continuing operations
|
(180,000
|
)
|
|
(142,630
|
)
|
|
(169,769
|
)
|
|||
Net cash provided by continuing operations
|
21,080
|
|
|
64,256
|
|
|
22,495
|
|
|||
Cash flows of discontinued operations:
|
|
|
|
|
|
||||||
Net cash used in operating activities
|
—
|
|
|
—
|
|
|
(976
|
)
|
|||
Net cash used in investing activities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in financing activities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in discontinued operations
|
—
|
|
|
—
|
|
|
(976
|
)
|
|||
Net increase in cash and cash equivalents
|
21,080
|
|
|
64,256
|
|
|
21,519
|
|
|||
Cash and cash equivalents at beginning of period
|
205,343
|
|
|
141,087
|
|
|
119,568
|
|
|||
Cash and cash equivalents at end of period
|
$
|
226,423
|
|
|
$
|
205,343
|
|
|
$
|
141,087
|
|
|
Common
Stock
Issued
|
|
Additional
Paid-In Capital
|
|
Treasury
Stock
|
|
Accumulated Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
|
||||||||||||
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 expense
|
—
|
|
|
9,931
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,931
|
|
||||||
Tax withholding associated with shares issued for share-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
|
)
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
288,862
|
|
|
—
|
|
|
288,862
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,247
|
|
|
1,247
|
|
||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
290,109
|
|
||||||
Share-based compensation expense
|
—
|
|
|
13,979
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,979
|
|
||||||
Tax withholding associated with shares issued for share-based compensation
|
—
|
|
|
(3,773
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,773
|
)
|
||||||
Shares issued upon distribution of Restricted Stock Units
|
—
|
|
|
(13,048
|
)
|
|
16,769
|
|
|
(3,721
|
)
|
|
—
|
|
|
—
|
|
||||||
Repurchases of Class A Common Stock
|
—
|
|
|
—
|
|
|
(13,850
|
)
|
|
—
|
|
|
—
|
|
|
(13,850
|
)
|
||||||
Reclassification of stranded tax effects
|
—
|
|
|
—
|
|
|
—
|
|
|
1,391
|
|
|
(1,391
|
)
|
|
—
|
|
||||||
Balance as of June 30, 2018
|
$
|
779
|
|
|
$
|
4,067
|
|
|
$
|
(195,881
|
)
|
|
$
|
(460,007
|
)
|
|
$
|
(6,700
|
)
|
|
$
|
(657,742
|
)
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
186,182
|
|
|
—
|
|
|
186,182
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(788
|
)
|
|
(788
|
)
|
||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
185,394
|
|
|||||||||||
Share-based compensation expense
|
—
|
|
|
18,087
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,087
|
|
||||||
Tax withholding associated with shares issued for share-based compensation
|
—
|
|
|
(4,879
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,879
|
)
|
||||||
Shares issued upon distribution of Restricted Stock Units
|
—
|
|
|
(7,359
|
)
|
|
16,320
|
|
|
(8,961
|
)
|
|
—
|
|
|
—
|
|
||||||
Cumulative effect of adoption of ASC 606
|
—
|
|
|
—
|
|
|
—
|
|
|
372
|
|
|
—
|
|
|
372
|
|
||||||
Balance as of June 30, 2019
|
$
|
779
|
|
|
$
|
9,916
|
|
|
$
|
(179,561
|
)
|
|
$
|
(282,414
|
)
|
|
$
|
(7,488
|
)
|
|
$
|
(458,768
|
)
|
|
|
June 30,
2018 |
|
Impact of Adoption
|
|
July 1,
2018 |
||||||
Current assets
|
|
$
|
338,442
|
|
|
$
|
585
|
|
|
$
|
339,027
|
|
Total assets
|
|
849,612
|
|
|
760
|
|
|
850,372
|
|
|||
Current liabilities
|
|
111,216
|
|
|
—
|
|
|
111,216
|
|
|||
Total liabilities
|
|
1,507,354
|
|
|
388
|
|
|
1,507,742
|
|
|
June 30,
2019 |
|
June 30,
2018 |
||||
Accounts receivable (including advertising receivable included in related party receivables, net)
|
$
|
130,422
|
|
|
$
|
125,982
|
|
Contract asset, short-term (included in other current assets)
|
839
|
|
|
—
|
|
||
Deferred revenue, short-term
|
185
|
|
|
4,626
|
|
||
Deferred revenue, long-term (included in other liabilities)
|
230
|
|
|
—
|
|
|
Years Ended June 30,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Weighted-average number of shares for basic EPS
|
75,069
|
|
|
75,381
|
|
|
75,213
|
|
Dilutive effect of shares issuable under share-based compensation plans
|
662
|
|
|
439
|
|
|
347
|
|
Weighted-average number of shares for diluted EPS
|
75,731
|
|
|
75,820
|
|
|
75,560
|
|
Anti-dilutive shares
|
714
|
|
|
519
|
|
|
162
|
|
|
|
June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Affiliate relationships
|
|
$
|
83,044
|
|
|
$
|
83,044
|
|
Less accumulated amortization
|
|
(49,301
|
)
|
|
(45,841
|
)
|
||
|
|
$
|
33,743
|
|
|
$
|
37,203
|
|
Fiscal year ending June 30, 2020
|
$
|
3,460
|
|
Fiscal year ending June 30, 2021
|
3,460
|
|
|
Fiscal year ending June 30, 2022
|
3,460
|
|
|
Fiscal year ending June 30, 2023
|
3,460
|
|
|
Fiscal year ending June 30, 2024
|
3,460
|
|
|
June 30,
|
|
Estimated
|
||||||
|
2019
|
|
2018
|
|
Useful Lives
|
||||
Equipment
|
$
|
35,642
|
|
|
$
|
36,027
|
|
|
2 to 10 years
|
Furniture and fixtures
|
1,726
|
|
|
1,728
|
|
|
5 to 8 years
|
||
Leasehold improvements
|
18,505
|
|
|
19,297
|
|
|
Shorter of term of lease or life of improvement
|
||
Construction in progress
|
1,058
|
|
|
727
|
|
|
|
||
|
56,931
|
|
|
57,779
|
|
|
|
||
Less accumulated depreciation and amortization
|
(47,629
|
)
|
|
(47,750
|
)
|
|
|
||
|
$
|
9,302
|
|
|
$
|
10,029
|
|
|
|
Fiscal year ending June 30, 2020
|
|
$
|
114,375
|
|
Fiscal year ending June 30, 2021
|
|
906,875
|
|
|
|
|
$
|
1,021,250
|
|
|
|
Term Loan Facility
|
|
Deferred Financing Costs
|
|
Net
|
||||||
June 30, 2019
|
|
|
|
|
|
|
||||||
Current portion of long-term debt
|
|
$
|
114,375
|
|
|
$
|
(2,586
|
)
|
|
$
|
111,789
|
|
Long-term debt, net of current portion
|
|
906,875
|
|
|
(647
|
)
|
|
906,228
|
|
|||
Total
|
|
$
|
1,021,250
|
|
|
$
|
(3,233
|
)
|
|
$
|
1,018,017
|
|
June 30, 2018
|
|
|
|
|
|
|
||||||
Current portion of long-term debt
|
|
$
|
75,000
|
|
|
$
|
(2,586
|
)
|
|
$
|
72,414
|
|
Long-term debt, net of current portion
|
|
1,121,250
|
|
|
(3,233
|
)
|
|
1,118,017
|
|
|||
Total
|
|
$
|
1,196,250
|
|
|
$
|
(5,819
|
)
|
|
$
|
1,190,431
|
|
|
|
June 30,
|
||||||
|
2019
|
|
2018
|
|||||
Other current assets
|
|
$
|
417
|
|
|
$
|
417
|
|
Other assets
|
|
104
|
|
|
521
|
|
Fiscal year ending June 30, 2020
|
$
|
5,644
|
|
Fiscal year ending June 30, 2021
|
4,355
|
|
|
Fiscal year ending June 30, 2022
|
3,750
|
|
|
Fiscal year ending June 30, 2023
|
3,362
|
|
|
Fiscal year ending June 30, 2024
|
2,802
|
|
|
Thereafter
|
—
|
|
|
|
$
|
19,913
|
|
Fiscal year ending June 30, 2020
|
$
|
258,361
|
|
Fiscal year ending June 30, 2021
|
261,751
|
|
|
Fiscal year ending June 30, 2022
|
253,682
|
|
|
Fiscal year ending June 30, 2023
|
261,789
|
|
|
Fiscal year ending June 30, 2024
|
248,809
|
|
|
Thereafter
|
2,843,813
|
|
|
|
$
|
4,128,205
|
|
•
|
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, 2019
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market accounts
|
$
|
17,619
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,619
|
|
Time deposits
|
201,524
|
|
|
—
|
|
|
—
|
|
|
201,524
|
|
||||
Total assets measured at fair value
|
$
|
219,143
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
219,143
|
|
June 30, 2018
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money market accounts
|
$
|
20,398
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,398
|
|
Time deposits
|
184,945
|
|
|
—
|
|
|
—
|
|
|
184,945
|
|
||||
Total assets measured at fair value
|
$
|
205,343
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
205,343
|
|
|
Pension Plans
|
|
Postretirement Plan
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of period
|
$
|
41,379
|
|
|
$
|
42,990
|
|
|
$
|
4,169
|
|
|
$
|
3,623
|
|
Service cost
|
445
|
|
|
512
|
|
|
42
|
|
|
72
|
|
||||
Interest cost
|
1,607
|
|
|
1,432
|
|
|
81
|
|
|
140
|
|
||||
Actuarial loss (gain)
|
3,180
|
|
|
(2,219
|
)
|
|
(107
|
)
|
|
319
|
|
||||
Net benefits paid
|
(1,457
|
)
|
|
(1,336
|
)
|
|
4
|
|
|
15
|
|
||||
Other
|
—
|
|
|
—
|
|
|
(1,829
|
)
|
|
—
|
|
||||
Benefit obligation at end of period
|
45,154
|
|
|
41,379
|
|
|
2,360
|
|
|
4,169
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of period
|
16,225
|
|
|
15,605
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
2,061
|
|
|
(235
|
)
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
3,681
|
|
|
2,191
|
|
|
—
|
|
|
—
|
|
||||
Net benefits paid
|
(1,457
|
)
|
|
(1,336
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets at end of period
|
20,510
|
|
|
16,225
|
|
|
—
|
|
|
—
|
|
||||
Funded status at end of period
|
$
|
(24,644
|
)
|
|
$
|
(25,154
|
)
|
|
$
|
(2,360
|
)
|
|
$
|
(4,169
|
)
|
|
Pension Plans
|
|
Postretirement Plan
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Current liabilities (included in accrued employee related costs)
|
$
|
(1,061
|
)
|
|
$
|
(1,015
|
)
|
|
$
|
(109
|
)
|
|
$
|
(138
|
)
|
Non-current liabilities (included in defined benefit and other postretirement obligations)
|
(23,583
|
)
|
|
(24,139
|
)
|
|
(2,251
|
)
|
|
(4,031
|
)
|
||||
|
$
|
(24,644
|
)
|
|
$
|
(25,154
|
)
|
|
$
|
(2,360
|
)
|
|
$
|
(4,169
|
)
|
|
Pension Plans
|
|
Postretirement Plan
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Actuarial loss
|
$
|
(10,179
|
)
|
|
$
|
(8,956
|
)
|
|
$
|
(358
|
)
|
|
$
|
(472
|
)
|
Prior service credit
|
—
|
|
|
—
|
|
|
3
|
|
|
10
|
|
||||
|
$
|
(10,179
|
)
|
|
$
|
(8,956
|
)
|
|
$
|
(355
|
)
|
|
$
|
(462
|
)
|
|
Pension Plans
|
|
Postretirement Plan
|
||||||||||||||||||||
|
Years Ended June 30,
|
|
Years Ended June 30,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Service cost
|
$
|
445
|
|
|
$
|
512
|
|
|
$
|
532
|
|
|
$
|
42
|
|
|
$
|
72
|
|
|
$
|
72
|
|
Other components of net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest cost
|
1,607
|
|
|
1,432
|
|
|
1,328
|
|
|
81
|
|
|
140
|
|
|
100
|
|
||||||
Expected return on plan assets
|
(574
|
)
|
|
(505
|
)
|
|
(424
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recognized actuarial loss
(a)
|
476
|
|
|
596
|
|
|
700
|
|
|
7
|
|
|
60
|
|
|
24
|
|
||||||
Amortization of unrecognized prior service credit
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(13
|
)
|
|
(24
|
)
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,829
|
)
|
|
—
|
|
|
—
|
|
||||||
Settlement gain
(a)
|
(5
|
)
|
|
—
|
|
|
(71
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost
|
$
|
1,949
|
|
|
$
|
2,035
|
|
|
$
|
2,065
|
|
|
$
|
(1,706
|
)
|
|
$
|
259
|
|
|
$
|
172
|
|
|
Pension Plans
|
|
Postretirement Plan
|
||||||||||||||||||||
|
Years Ended June 30,
|
|
Years Ended June 30,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Actuarial gain (loss)
|
$
|
(1,694
|
)
|
|
$
|
1,482
|
|
|
$
|
1,128
|
|
|
$
|
107
|
|
|
$
|
(319
|
)
|
|
$
|
16
|
|
Amounts reclassified from accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Recognized actuarial loss
|
476
|
|
|
596
|
|
|
700
|
|
|
7
|
|
|
60
|
|
|
24
|
|
||||||
Recognized prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(13
|
)
|
|
(24
|
)
|
||||||
Settlement gain
|
(5
|
)
|
|
—
|
|
|
(71
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total recognized in other comprehensive income (loss)
|
$
|
(1,223
|
)
|
|
$
|
2,078
|
|
|
$
|
1,757
|
|
|
$
|
107
|
|
|
$
|
(272
|
)
|
|
$
|
16
|
|
|
Pension Plans
|
|
Postretirement Plan
|
||||||||
|
June 30,
|
|
June 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Discount rate
|
3.53
|
%
|
|
4.20
|
%
|
|
3.23
|
%
|
|
4.14
|
%
|
Rate of compensation increase
|
2.00
|
%
|
|
2.00
|
%
|
|
n/a
|
|
|
n/a
|
|
Healthcare cost trend rate assumed for next year
|
n/a
|
|
|
n/a
|
|
|
6.75
|
%
|
|
7.00
|
%
|
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
|
|
|
2027
|
|
|
Pension Plans
|
|
Postretirement Plan
|
||||||||||||||
|
Years Ended June 30,
|
|
Years Ended June 30,
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||
Discount rate - service cost
|
4.25
|
%
|
|
3.92
|
%
|
|
3.73
|
%
|
|
4.24
|
%
|
|
3.90
|
%
|
|
3.63
|
%
|
Discount rate - interest cost
|
3.93
|
%
|
|
3.35
|
%
|
|
3.03
|
%
|
|
3.80
|
%
|
|
3.25
|
%
|
|
2.84
|
%
|
Expected long-term rate of return on plan assets
|
3.72
|
%
|
|
3.46
|
%
|
|
3.38
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Rate of compensation increase
|
2.00
|
%
|
|
2.00
|
%
|
|
2.00
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Healthcare cost trend rate assumed for next year
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
7.00
|
%
|
|
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
|
|
|
2027
|
|
|
2027
|
|
|
2026
|
|
|
Increase (Decrease) in Total of Service and Interest Cost Components for the
|
|
Increase (Decrease) in Benefit Obligation at
|
||||||||||||||||
|
Years Ended June 30,
|
|
June 30,
|
||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
||||||||||
One percentage point increase
|
$
|
12
|
|
|
$
|
28
|
|
|
$
|
24
|
|
|
$
|
205
|
|
|
$
|
482
|
|
One percentage point decrease
|
(11
|
)
|
|
(24
|
)
|
|
(21
|
)
|
|
(185
|
)
|
|
(415
|
)
|
|
June 30,
|
||||
Asset Classes:
(a)
|
2019
|
|
2018
|
||
Fixed income securities
|
83
|
%
|
|
74
|
%
|
Cash equivalents
|
17
|
%
|
|
26
|
%
|
|
100
|
%
|
|
100
|
%
|
Fair Value of Plan Assets at June 30, 2019
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury Securities
|
$
|
4,720
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,720
|
|
U.S. corporate bonds
|
—
|
|
|
10,645
|
|
|
—
|
|
|
10,645
|
|
||||
Foreign issued corporate bonds
|
—
|
|
|
1,600
|
|
|
—
|
|
|
1,600
|
|
||||
Municipal bonds
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
||||
Money market accounts
|
3,510
|
|
|
—
|
|
|
—
|
|
|
3,510
|
|
||||
Total investments measured at fair value
|
$
|
8,230
|
|
|
$
|
12,280
|
|
|
$
|
—
|
|
|
$
|
20,510
|
|
Fair Value of Plan Assets at June 30, 2018
|
|
|
|
|
|
|
|
||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury Securities
|
$
|
2,971
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,971
|
|
U.S. corporate bonds
|
—
|
|
|
7,729
|
|
|
—
|
|
|
7,729
|
|
||||
Foreign issued corporate bonds
|
—
|
|
|
1,311
|
|
|
—
|
|
|
1,311
|
|
||||
Municipal bonds
|
—
|
|
|
31
|
|
|
—
|
|
|
31
|
|
||||
Money market accounts
|
4,183
|
|
|
—
|
|
|
—
|
|
|
4,183
|
|
||||
Total investments measured at fair value
|
$
|
7,154
|
|
|
$
|
9,071
|
|
|
$
|
—
|
|
|
$
|
16,225
|
|
|
Pension Plans
|
|
Postretirement
Plan
|
||||
Fiscal year ending June 30, 2020
|
$
|
1,850
|
|
|
$
|
110
|
|
Fiscal year ending June 30, 2021
|
2,110
|
|
|
150
|
|
||
Fiscal year ending June 30, 2022
|
2,320
|
|
|
170
|
|
||
Fiscal year ending June 30, 2023
|
2,450
|
|
|
190
|
|
||
Fiscal year ending June 30, 2024
|
2,570
|
|
|
200
|
|
||
Fiscal years ending June 30, 2025 – 2029
|
14,210
|
|
|
1,030
|
|
•
|
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
NQSOs |
|
Performance
Based
Vesting
NQSOs |
|
|||||||||||
Balance as of June 30, 2018
|
961
|
|
|
961
|
|
|
$
|
19.49
|
|
|
6.14
|
|
$
|
8,567
|
|
Granted
|
316
|
|
|
316
|
|
|
25.05
|
|
|
|
|
|
|||
Balance as of June 30, 2019
|
1,277
|
|
|
1,277
|
|
|
$
|
20.87
|
|
|
5.52
|
|
3,132
|
|
|
Exercisable as of June 30, 2019
|
498
|
|
|
—
|
|
|
$
|
18.89
|
|
|
4.99
|
|
$
|
1,044
|
|
Risk-free interest rate
|
2.76
|
%
|
|
Expected term
|
5.25 years
|
|
|
Expected volatility
|
27.44
|
%
|
|
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, 2018
|
376
|
|
|
779
|
|
|
$
|
20.46
|
|
Granted
|
390
|
|
|
342
|
|
|
25.61
|
|
|
Vested
|
(225
|
)
|
|
(285
|
)
|
|
20.65
|
|
|
Unvested award balance as of June 30, 2019
|
541
|
|
|
836
|
|
|
23.08
|
|
|
Years Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Current expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
48,769
|
|
|
$
|
64,021
|
|
|
$
|
81,964
|
|
State and other
|
31,791
|
|
|
30,651
|
|
|
31,977
|
|
|||
|
80,560
|
|
|
94,672
|
|
|
113,941
|
|
|||
Deferred expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
134
|
|
|
(109,145
|
)
|
|
(4,120
|
)
|
|||
State and other
|
2,021
|
|
|
(1,851
|
)
|
|
(1,327
|
)
|
|||
|
2,155
|
|
|
(110,996
|
)
|
|
(5,447
|
)
|
|||
Tax benefit relating to uncertain tax positions
|
—
|
|
|
(14
|
)
|
|
(18
|
)
|
|||
Income tax expense (benefit)
|
$
|
82,715
|
|
|
$
|
(16,338
|
)
|
|
$
|
108,476
|
|
|
Years Ended June 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Federal tax expense at statutory federal rate
(a)
|
$
|
56,468
|
|
|
$
|
76,470
|
|
|
$
|
96,578
|
|
State and local income taxes, net of federal benefit
|
23,910
|
|
|
21,372
|
|
|
19,489
|
|
|||
Change in the estimated applicable tax rate used to determine deferred taxes
|
1,398
|
|
|
(497
|
)
|
|
85
|
|
|||
Impact of Tax Act on deferred taxes
|
—
|
|
|
(106,446
|
)
|
|
—
|
|
|||
Domestic production activities tax deduction
|
—
|
|
|
(3,585
|
)
|
|
(7,998
|
)
|
|||
Tax benefit relating to uncertain tax positions
|
—
|
|
|
(14
|
)
|
|
(18
|
)
|
|||
Tax return to GAAP provision adjustments
|
(1,770
|
)
|
|
(3,411
|
)
|
|
(208
|
)
|
|||
Impact of nondeductible officers’ compensation
(b)
|
2,989
|
|
|
—
|
|
|
—
|
|
|||
Nondeductible expenses and other
|
(280
|
)
|
|
(227
|
)
|
|
548
|
|
|||
Income tax expense (benefit)
|
$
|
82,715
|
|
|
$
|
(16,338
|
)
|
|
$
|
108,476
|
|
|
June 30,
|
||||||
|
2019
|
|
2018
|
||||
Deferred tax asset (liability)
|
|
|
|
||||
Investment in MSGN L.P.
|
$
|
(249,143
|
)
|
|
$
|
(245,959
|
)
|
Compensation and benefit plans
|
5,747
|
|
|
4,542
|
|
||
Net noncurrent deferred tax liability
|
$
|
(243,396
|
)
|
|
$
|
(241,417
|
)
|
|
June 30,
|
||||||
Reported in
|
2019
|
|
2018
|
||||
Prepaid expenses
|
$
|
1,000
|
|
|
$
|
3,000
|
|
Other current assets
|
4,000
|
|
|
3,000
|
|
||
Other assets
|
36,000
|
|
|
39,000
|
|
||
|
$
|
41,000
|
|
|
$
|
45,000
|
|
|
Three Months Ended
|
|
Year Ended June 30, 2019
|
||||||||||||||||
|
September 30, 2018
|
|
December 31, 2018
|
|
March 31, 2019
|
|
June 30,
2019
|
|
|||||||||||
Revenues
|
$
|
164,464
|
|
|
$
|
192,914
|
|
|
$
|
195,105
|
|
|
$
|
168,362
|
|
|
$
|
720,845
|
|
Operating expenses
|
85,603
|
|
|
114,564
|
|
|
112,624
|
|
|
98,155
|
|
|
410,946
|
|
|||||
Operating income
|
$
|
78,861
|
|
|
$
|
78,350
|
|
|
$
|
82,481
|
|
|
$
|
70,207
|
|
|
$
|
309,899
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
46,930
|
|
|
$
|
43,838
|
|
|
$
|
54,235
|
|
|
$
|
41,179
|
|
|
$
|
186,182
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.63
|
|
|
$
|
0.58
|
|
|
$
|
0.72
|
|
|
$
|
0.55
|
|
|
$
|
2.48
|
|
Diluted
|
$
|
0.62
|
|
|
$
|
0.58
|
|
|
$
|
0.72
|
|
|
$
|
0.54
|
|
|
$
|
2.46
|
|
|
Three Months Ended
|
|
Year Ended June 30, 2018
|
||||||||||||||||
|
September 30, 2017
|
|
December 31, 2017
|
|
March 31, 2018
|
|
June 30,
2018
|
|
|||||||||||
Revenues
|
$
|
157,456
|
|
|
$
|
181,222
|
|
|
$
|
186,568
|
|
|
$
|
171,405
|
|
|
$
|
696,651
|
|
Operating expenses
|
81,103
|
|
|
105,636
|
|
|
105,984
|
|
|
90,770
|
|
|
383,493
|
|
|||||
Operating income
|
$
|
76,353
|
|
|
$
|
75,586
|
|
|
$
|
80,584
|
|
|
$
|
80,635
|
|
|
$
|
313,158
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
41,157
|
|
|
$
|
155,568
|
|
|
$
|
46,935
|
|
|
$
|
45,202
|
|
|
$
|
288,862
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.55
|
|
|
$
|
2.06
|
|
|
$
|
0.62
|
|
|
$
|
0.60
|
|
|
$
|
3.83
|
|
Diluted
|
$
|
0.54
|
|
|
$
|
2.05
|
|
|
$
|
0.62
|
|
|
$
|
0.60
|
|
|
$
|
3.81
|
|
1.
|
Awards
.
Each Unit shall represent an unfunded, unsecured promise by the Company to deliver to you one share of the Company’s Class A Common Stock, par value $.01 per share (“
Share
”) on the Delivery Date. In accordance with Section 10(b) of the Plan, in the discretion of the Committee, in lieu of all or any portion of the Shares otherwise deliverable in respect of your Units, the Company may deliver a cash amount equal to the number of such Shares multiplied by the Fair Market Value of a Share on the date when Shares would otherwise have been issued, as determined by the Committee.
|
2.
|
Vesting
.
Subject to your continuous employment with the Company or one of its Subsidiaries, one-third of your Units will vest on each of September 15, [year] and the first two anniversaries thereafter (each, a “
Vesting Date
”); provided that fractional Units eligible to vest on each of the first two Vesting Dates will be rounded up to the nearest whole Unit. Subject to Sections 3 and 4, none of your Units will vest and you will forfeit all of them if you do not remain continuously employed with the Company or one of its Subsidiaries from the Grant Date through each respective Vesting Date.
|
3.
|
Vesting in the Event of Death, Disability[, Retirement ]
1
To be included on a case-by-case basis as determined by the Compensation Committee in its sole discretion.
and Other Circumstances
.
|
(a)
|
If your employment is terminated as a result of your death, all of the unvested Units will vest as of the termination date.
|
(b)
|
If your employment is terminated while you are Disabled, and Cause does not then exist, your unvested Units will immediately vest, and will become payable at such times as they would have otherwise vested pursuant to Section 2.
|
(c)
|
[
If your employment is terminated on or after the date that you achieve
Retirement Eligibility,
and Cause does not then exist, then so long as you enter into the Company’s then-current form of separation agreement (which shall include, without limitation, a covenant not to compete),
you will vest in your Units, and such Units will become payable at such times as they would have otherwise vested pursuant to Section 2 regardless of whether or not you remain employed by the Company on such dates; provided, however, that upon a termination for Cause, you will forfeit all Units that had not yet been paid.]
2
|
(d)
|
If your employment is terminated for other reasons, the Committee may, in its sole discretion determine to vest all or a portion of the unvested Units (but shall be under no obligation to consider doing so).
|
(e)
|
For purposes of this Agreement:
|
(i)
|
“Disabled” means that you received short term disability income replacement payments for six months, and thereafter (i) have been determined to be disabled in accordance with the Company’s long term disability plan in which employees of the Company are generally able to participate, if one is in effect at such time, or (ii) to the extent no such long term disability plan exists, have been determined to have a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months as determined by the department or vendor directed by the Company to determine eligibility for unpaid medical leave.
|
(ii)
|
“Cause” means, as determined by the Committee, in its sole discretion, your (i) commission of an act of fraud, embezzlement, misappropriation, willful misconduct, gross negligence or breach of fiduciary duty against the Company or an affiliate thereof, or (ii) commission of any act or omission that results in a conviction, plea of no contest, plea of
nolo contendere
, or imposition of unadjudicated probation for any crime involving moral turpitude or any felony.
|
(iii)
|
[“Retirement Eligibility” means that you are either (i) at least 55 years old with at least 10 years of continuous service with the Company, or (ii) at least 60 years old with at least 5 years of continuous service with the Company.]
3
|
4.
|
Change of Control/Going Private Transaction
.
As set forth in
Annex 1
attached hereto, your entitlement to the Units may be affected in the event of a Change of Control of the Company or a going-private transaction (each as defined in
Annex 1
attached hereto).
|
5.
|
Transfer Restrictions
.
You may not transfer, assign, pledge or otherwise encumber the Units, other than to the extent provided in the Plan.
|
6.
|
Right to Vote and Receive Dividends
.
You shall not be deemed to be the holder of, or have any of the rights of a stockholder with respect to any Units unless and until the Company shall have issued and delivered Shares to you and your name shall have been entered as a stockholder of record on the books of the Company. Pursuant to Section 10(c) of the Plan, all ordinary (as determined by the Committee in its sole discretion) cash dividends that would have been paid upon any Shares underlying your Units had such Shares been issued will be retained by the Company for your account until your Units vest and such dividends will be paid to you (without interest) on the applicable Delivery Date to the extent that your Units vest.
|
7.
|
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 Units. 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 Affiliates or any of their respective agents. If, in connection with the Units, 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 16 of the Plan. If your Units vest prior to payment in accordance with Section 3(b)[ or][,] (c)[ or (d)]
4
, then you agree to cooperate with the Company to satisfy any tax withholding obligations, in such manner as determined by the Committee in its sole discretion.
|
8.
|
Section 409A
.
It is the Company’s intent that payments under this Agreement shall comply with Section 409A of the Internal Revenue Code (“Section 409A”) to the extent applicable, and that the Agreement be administered accordingly. Notwithstanding anything to the contrary contained in this Agreement or any employment agreement you have entered into with the Company, to the extent that any payment or benefit under this Agreement is determined by the Company to constitute “non-qualified deferred compensation” subject to Section 409A and is payable to you by reason of termination of your employment, then (a) such payment or benefit shall be made or provided to you only upon a “separation from service” as defined for purposes of Section 409A under applicable regulations and (b) if you are a “specified employee” (within the meaning of Section 409A and as determined by the Company), such payment or benefit shall not be made or provided before the date that is six months after the date of your separation from service (or your earlier death). Each payment under this Agreement shall be treated as a separate payment under Section 409A.
|
9.
|
Delivery
.
Subject to Sections 7, 10 and 13 and except as otherwise provided in this Agreement, the Shares will be delivered in respect of vested Units (if any) on the first to occur of the following events (i) to you on or promptly after the applicable Vesting Date (but in no case more than 15 days after such date), (ii) in the event of your death to your estate after your death and during the calendar year in which your death occurs (or such later date as may be permitted under Section 409A) and (iii) in the event of any other termination of your employment (including pursuant to the provisions of
Annex 1
) to you on the ninetieth (90th) day following termination of your employment (the “
Delivery Date
”). Unless otherwise determined by the Committee, delivery of the Shares at the Delivery Date will be by book-entry credit to an account in your name that the Company has established at a custody agent (the “
custodian
”). The Company’s transfer agent, Wells Fargo Bank, N.A. shall act as the custodian of the Shares;
however
, the Company
|
10.
|
Right of Offset
. You hereby agree that the Company shall have the right to offset against its obligation to deliver shares of Class A Common Stock, cash or other property under this Agreement to the extent that it does not constitute “non-qualified deferred compensation” pursuant to Section 409A, any outstanding amounts of whatever nature that you then owe to the Company or any of its Subsidiaries.
|
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 to amend the terms and conditions set forth in this Agreement, except that the Committee shall not make any amendment or revision in a manner unfavorable to you (other than if immaterial), without your consent. No consent shall be required for amendments made pursuant to Section 12 of the Plan, except that, for purposes of Section 19 of the Plan, Section 4 and Annex 1 of this Agreement are deemed to be “terms of an Award Agreement expressly refer[ring] to an Adjustment Event.” 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.
|
Units Subject to the Plan
.
The Units covered by this Agreement are subject to the Plan.
|
15.
|
Subsidiaries
. For purposes of this Agreement, “
Subsidiaries
” shall mean any entities that are controlled, directly or indirectly, by the Company, or in which the Company owns, directly or indirectly, more than 50% of the equity interests.
|
16.
|
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 Units covered hereby and supersede all prior understandings and agreements. Except as provided in Sections 8 and 15, in the event of a conflict among the documents with respect to the terms and conditions of the Units 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.
|
17.
|
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.
|
18.
|
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 without regard to conflict of law principles.
|
19.
|
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 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.
|
20.
|
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 term or condition, or of any similar or any dissimilar term or condition, whether at the same time or at any prior or subsequent time.
|
21.
|
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.
|
22.
|
Exclusion from Compensation Calculation
. By acceptance of this Agreement, you shall be deemed to be in agreement that the Units covered hereby 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 all such shares 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.
|
23.
|
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.
|
24.
|
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.
|
25.
|
Effective Date
.
Upon execution by you, this Agreement shall be effective from and as of the Grant Date.
|
26.
|
Signatures
.
Execution of this Agreement by the Company may be in the form of an electronic, manual or similar signature (including, without limitation, an electronic acknowledgement of acceptance), and such signature shall be treated as an original signature for all purposes.
|
1.
|
If the Company or the “surviving entity,” as defined below (if any), has shares of common stock (or partnership units) traded on a national stock exchange or on the over-the-counter market as reported on the New York Stock Exchange or any other stock exchange, the Committee shall, no later than the effective date of the transaction which results in a Change of Control or going private transaction, [deem the Performance Criteria to be satisfied and] either (A) convert your unvested Units into an amount of cash equal to (i) the number of your unvested Units multiplied by (ii) the “offer price per share,” the “acquisition price per share” or the “merger price per share,” each as defined below, whichever of such amounts is applicable or (B) arrange to have the Surviving Entity grant to you an award of restricted stock units (or partnership units) for shares of the surviving entity on the same terms and with a value equivalent to your unvested Units which will, in the good faith determination of the Committee, provide you with an equivalent profit potential.
|
2.
|
If the Company or the Surviving Entity does not have shares of common stock (or partnership units) traded on a national stock exchange or on the over-the-counter market as reported on the New York Stock Exchange or any other stock exchange, the Committee shall [deem the Performance Criteria to be satisfied and] convert your unvested Units into an amount of cash equal to the amount calculated as per Paragraph 1(A) above.
|
3.
|
Provided that you remain continuously employed with the Company, one of its Subsidiaries or the Surviving Entity through the date of the earliest event described in any of (a), (b) or (c) below, any award provided for in Paragraph 1(A) or 2 shall become payable to you (or your estate), and any substitute restricted stock unit award of the Surviving Entity provided in Paragraph 1(B) shall vest, at the earlier of (a) each applicable date on which your Units would otherwise have vested had they continued in effect, (b) the date of your death, or (c) the date on which your employment with the Company, one of its Subsidiaries or the Surviving Entity is terminated (i) by the Company, one of its Subsidiaries or the Surviving Entity other than for Cause, (ii) by you for “good reason,” as defined below or (iii) by you for any reason at least six (6) months, but not more than nine (9) months after the effective date of the Change of Control or going private transaction; provided that clause (iii) herein shall not apply in the event that your rights in the Units are converted into a right to receive an amount of cash in accordance with Paragraph 1(A). The amount payable in cash shall be payable together with interest from the effective date of the Change of Control or going private transaction until the date of payment at (a) the weighted average cost of capital of the Company immediately prior to the effectiveness of the Change of Control or going private transaction, or (b) if the Company (or the Surviving Entity) sets aside the funds in a trust or other funding arrangement, the actual earnings of such trust or other funding arrangement.
|
4.
|
As used herein,
|
1.
|
Awards
.
In accordance with the terms of this Agreement, the target amount of your contingent Award is [#RSUs] restricted stock units (the “
Target Award
”), which number of units may be increased or decreased to the extent the performance criteria (the “
Objectives
”) set forth in
Annex 2
attached hereto have been attained in respect of the period from July 1, [year] through June 30, [year] (the “
Performance Period
”). Each unit shall represent an unfunded, unsecured promise by the Company to deliver to you one share of the Company’s Class A Common Stock, par value $.01 per share (“
Share
”) on the Delivery Date. The Award, calculated in accordance with
Annex 2
attached hereto, will vest upon the later of (i) September 15, [year], and (ii) the date on which the Committee (as defined in Section 12 below) determines the Company’s performance against the Objectives (the “
Vesting Date
”)
provided
, that you have remained in the continuous employ of the Company or one of its Subsidiaries from the Effective Date through the Vesting Date. In accordance with Section 10(b) of the Plan, in the discretion of the Committee, in lieu of all or any portion of the Shares otherwise deliverable in respect of your Award, the Company may deliver a cash amount equal to the number of such Shares multiplied by the Fair Market Value of a Share on the date when Shares would otherwise have been issued, as determined by the Committee.
|
2.
|
Vesting
.
Subject to Sections 3 and 4, if, on or prior to the Vesting Date, your continuous employment by the Company or one of its Subsidiaries ends for any reason, other than as a result of your death [or][,] disability [or retirement ]
1
To be included on a case-by-case basis as determined by the Compensation Committee in its sole discretion.then you
will
automatically forfeit all of your rights and interest in the Award regardless of whether the Objectives are attained.
|
3.
|
Vesting in the Event of Death [or][,] Disability[, or Retirement]
2
.
|
(A)
|
If your employment is terminated as a result of your death on or prior to the Vesting Date, then the Target Award will vest as of the termination date. If, after June 30, [year]
but
prior to the Vesting Date, your employment is terminated as a result of your death, then your estate will receive the Award, if any, to which you would have been entitled on the Vesting Date had your employment not been so terminated.
|
(B)
|
If your employment is terminated while you are Disabled, and Cause does not then exist, the Award will remain subject to vesting on the Vesting Date in accordance with Section 1.
|
(C)
|
[If your employment is terminated on or after the date that you become Retirement Eligible and Cause does not then exist and you enter into the Company’s then-current form of separation agreement (which shall include, without limitation, a covenant not to compete), the Award will remain subject to vesting on the Vesting Date in accordance with Section 1.]
3
|
(D)
|
For purposes of this Agreement:
|
(i)
|
“Disabled” means that you received short term disability income replacement payments for six months, and thereafter (i) have been determined to be disabled in accordance with the Company’s long term disability plan in which employees of the Company are generally able to participate, if one is in effect at such time, or (ii) to the extent no such long term disability plan exists, have been determined to have a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months as determined by the department or vendor directed by the Company to determine eligibility for unpaid medical leave.
|
(ii)
|
“Cause” means, as determined by the Committee, in its sole discretion, your (i) commission of an act of fraud, embezzlement, misappropriation, willful misconduct, gross negligence or breach of fiduciary duty against the Company or an affiliate thereof, or (ii) commission of any act or omission that results in a conviction, plea of no contest, plea of
nolo contendere
, or imposition of unadjudicated probation for any crime involving moral turpitude or any felony.
|
(iii)
|
[“Retirement Eligible” means that you are either (i) at least 55 years old with at least 10 years of continuous service with the Company, or (ii) at least 60 years old with at least 5 years of continuous service with the Company.]
4
|
4.
|
Change of Control/Going Private Transaction
.
As set forth in
Annex 1
attached hereto, your entitlement to the Award may be affected in the event of a Change of Control of the Company or a going-private transaction (each as defined in
Annex 1
attached hereto).
|
5.
|
Transfer Restrictions
.
You may not transfer, assign, pledge or otherwise encumber the units, other than to the extent provided in the Plan.
|
6.
|
Unfunded Obligation
. The Plan will at all times be unfunded and, except as set forth in
Annex 1
attached hereto, no provision will at any time be required to 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 delivery or payment under this Agreement shall be an unsecured claim against the general assets of the Company, including any rabbi trust established pursuant to
Annex 1
. 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
Annex 1
.
|
7.
|
Right to Vote and Receive Dividends
.
You shall not be deemed to be the holder of, or have any of the rights of a stockholder with respect to any units unless and until the Company shall have issued and delivered Shares to you and your name shall have been entered as a stockholder of record on the books of the Company. Pursuant to Section 10(c) of the Plan, all ordinary (as determined by the Committee in its sole discretion) cash dividends that would have been paid upon any Shares underlying your units had such Shares been issued will be retained by the Company for your account until your units vest and such dividends will be paid to you (without interest) on the Delivery Date to the extent that your units vest.
|
8.
|
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 units. 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 Affiliates or any of their respective agents. If, in connection with the units, 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 16 of the Plan. If your Units vest prior to payment in accordance with Section 3(b)[ or(c)]
5
, then you agree to cooperate with the Company to satisfy any tax withholding obligations, in such manner as determined by the Committee in its sole discretion.
|
9.
|
Section 409A
.
It is the Company’s intent that payments under this Agreement shall comply with Section 409A of the Internal Revenue Code (“
Section 409A
”) to the extent applicable, and that the Agreement be administered accordingly. Notwithstanding anything to the contrary contained in this Agreement or any employment agreement you have entered into with the Company, to the extent that any payment or benefit under this Agreement is determined by the Company to constitute “non-qualified deferred compensation” subject to Section 409A and is payable to you by reason of termination of your employment, then (a) such payment or benefit shall be made or provided to you only upon a “separation from service” as defined for purposes of Section 409A under applicable regulations and (b) if you are a “specified employee” (within the meaning of Section 409A and as determined by the Company), such payment or benefit shall not be made or provided before the date that is six months after the date of your separation from service (or your earlier death). Each payment under this Agreement shall be treated as a separate payment under Section 409A.
|
10.
|
Delivery
.
Subject to Sections 8, 11 and 14 and
Annex 1
and except as otherwise provided in this Agreement, the Shares will be delivered in respect of vested units (if any) on the first to occur of the following events (i) to you on or promptly after the Vesting Date (but in no case more than 15 days after such date) and (ii) in the event of your death to your estate after your death and during the calendar year in which your death occurs (or such later date as may be permitted under Section 409A) (the “
Delivery Date
”). Unless otherwise determined by the Committee, delivery of the Shares at the Delivery Date will be by book-entry credit to an account in your name that the Company has established at a custody agent (the “
custodian
”). The Company’s transfer agent, Wells Fargo Bank, N.A. shall act as the custodian of the Shares;
however
, the Company may in its sole discretion appoint another custodian to replace Wells Fargo Bank, N.A. On the Delivery Date, if you have complied with your obligations under this Agreement and
provided
that your tax obligations with respect to the vested units are appropriately satisfied, we will instruct the custodian to electronically transfer your Shares to a brokerage or other account on your behalf (or make such other arrangements for the delivery of the Shares to you as we reasonably determine).
|
11.
|
Right of Offset
. You hereby agree that the Company shall have the right to offset against its obligation to deliver shares of Class A Common Stock, cash or other property under this Agreement to the extent that it does not constitute “non-qualified deferred compensation” pursuant to Section 409A, any outstanding amounts of whatever nature that you then owe to the Company or any of its Subsidiaries.
|
12.
|
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.
|
13.
|
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.
|
14.
|
Amendment
.
The Committee reserves the right at any time to amend the terms and conditions set forth in this Agreement, except that the Committee shall not make any amendment or revision in a manner unfavorable to you (other than if immaterial), without your consent. No consent shall be required for amendments made pursuant to Section 12 of the Plan, except that, for purposes of Section 19 of the Plan, Section 4 and Annex 1 of this Agreement are deemed to be “terms of an Award Agreement expressly refer[ring] to an Adjustment Event.” 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.
|
15.
|
Units Subject to the Plan
.
The units covered by this Agreement are subject to the Plan.
|
16.
|
Subsidiaries
.
For purposes of this Agreement,
“Subsidiaries”
shall mean any entities that are controlled, directly or indirectly, by the Company, or in which the Company owns, directly or indirectly, more than 50% of the equity interests.
|
17.
|
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 units covered hereby and supersede all prior understandings and agreements. Except as provided in Sections 9 and 16, in the event of a conflict among the documents with respect to the terms and conditions of the units 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.
|
18.
|
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.
|
19.
|
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 without regard to conflict of law principles.
|
20.
|
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 hereby waive, and agree not to assert, as a
|
21.
|
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 term or condition, or of any similar or any dissimilar term or condition, whether at the same time or at any prior or subsequent time.
|
22.
|
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.
|
23.
|
Exclusion from Compensation Calculation
. By acceptance of this Agreement, you shall be deemed to be in agreement that the units covered hereby 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 all such shares 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.
|
24.
|
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.
|
25.
|
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.
|
26.
|
Effective Date
.
Upon execution by you, this Agreement shall be effective from and as of the Grant Date.
|
27.
|
Signatures
.
Execution of this Agreement by the Company may be in the form of an electronic, manual or similar signature (including, without limitation, an electronic acknowledgement of acceptance), and such signature shall be treated as an original signature for all purposes.
|
ENTITY NAME
|
STATE OF INCORPORATION
|
PERCENTAGE OWNED
|
The 31st Street Company, L.L.C.
|
Delaware
|
100%
|
MSGN Eden, LLC
|
Delaware
|
100%
|
MSGN Enterprises, 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
|