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Item 5. Market for Registrant’s Common Equity

2020-08-31 compared with 2019-08-20 · 43 added, 31 removed, 30 unchanged (71% of the section changed)

Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our Class A Common Stock, par value $0.01 per share (“ Class A Common Stock ”), is listed on the New York Stock Exchange (“ NYSE ”) under the symbol “MSG.” The Company’s Class A Common Stock began “regular way” trading on the NYSE on October 1, 2015 .

Our Class A Common Stock, par value $0.01 per share (“ Class A Common Stock ”), is listed on the New York Stock Exchange (“ NYSE ”) under the symbol “MSGS.” The Company’s Class A Common Stock began “regular way” trading on the NYSE on October 1, 2015 .

Performance Graph

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The comparison assumes an investment of $100 on October 1, 2015 and reinvestment of dividends.

The MSGE Distribution is treated as a reinvestment of a special dividend pursuant to SEC rules.

The stock price performance included in this graph is not necessarily indicative of future stock performance.

Base Period 10/1/15

The Madison Square Garden Company

Madison Square Garden Company Sports Corp.

Russell 3000 Index

4 unchanged sentences

As of June 30, 2020 , there were 17 holders of record of our Class B Common Stock.

We did not pay any dividend on our common stock during fiscal year 2019 and do not have any current plans to pay a cash dividend on our common stock for the foreseeable future.

We did not pay any cash dividend on our common stock during fiscal year 2020 and do not have any current plans to pay a cash dividend on our common stock for the foreseeable future.

Issuer Purchases of Equity Securities

As of June 30, 2019 , the Company had approximately $260 million remaining under the $525 million Class A Common Stock share repurchase program authorized by the Company’s board of directors (“ Board ”) on September 11, 2015.

As of June 30, 2020 , the Company had approximately $260 million remaining under the $525 million Class A Common Stock share repurchase program authorized by the Company’s Board of Directors on September 11, 2015.

Under the authorization, shares of Class A Common Stock may be purchased from time to time in accordance with applicable insider trading and other securities laws and regulations, with the timing and amount of purchases depending on market conditions and other factors.

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Selected Financial Data

The operating and balance sheet data included in the following selected financial data table have been derived from the consolidated and combined financial statements of The Madison Square Garden Company and its subsidiaries.

The balance sheet data as of June 30, 2019, 2018, 2017 and 2016 and the operating data for the years ended June 30, 2019, 2018 and 2017 and the nine months ended June 30, 2016 are presented on a consolidated basis, as the Company became a standalone public company (the “ 2015 Distribution ”) on the September 30, 2015 (the “ 2015 Distribution Date ”).

Operating data prior to the 2015 Distribution Date , which included operating data for the year ended June 30, 2015, as well as operating data for the three months ended September 30, 2015 that is included in results of operations for the year ended June 30, 2016, were prepared on a standalone basis derived from the consolidated financial statements and accounting records of MSG Networks Inc.

(“ MSG Networks ”) and are presented as carve-out financial statements as the Company was not a standalone public company prior to the 2015 Distribution Date (“carve-out and combined basis”).

Balance sheet data as of June 30, 2015 were also presented on a carve-out and combined basis.

For periods prior to the 2015 Distribution Date , the financial information presented below does not necessarily reflect what our results of operations and financial position would have been if we had operated as a separate publicly-traded entity.

The operating and balance sheet data included in the following selected financial data table have been derived from the consolidated and combined financial statements of Madison Square Garden Sports Corp.

and its subsidiaries, and they have been revised for the four periods ended June 30, 2020, 2019, 2018 and 2017 to reflect our discontinued operations.

See Note 3 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K for more information.

The balance sheet data as of June 30, 2020, 2019, 2018, and 2017 and the operating data for the four years ended June 30, 2020, 2019, 2018 and 2017 are presented on a consolidated basis.

The Company became a standalone public company on September 30, 2015 (the “ MSGS Distribution Date ”), and the June 30, 2016 results were prepared on a standalone basis derived from the consolidated financial statements and accounting records of MSG Networks Inc.

(“MSG Networks”) and were presented as carve-out financial statements as the Company was not a standalone public company prior to the MSGS Distribution Date (“carve-out and combined basis”).

For balance sheet data as of June 30, 2016 and operating data for the year ended June 30, 2016, the period covered by the MSGS Distribution Date , it would have been impracticable to retrospectively revise the period for discontinued operations.

The selected financial data presented below should be read in conjunction with the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K and with “Item 7 .

Management’s Discussion and Analysis of Financial Condition and Results of Operations .” As discussed in note (a) below, our operating results for the year ended June 30, 2018 are not directly comparable with the year ended June 30, 2017 primarily due to the timing of our acquisition of a controlling interest in TAO Group Holdings LLC ( “ TAO Group ”).

Management’s Discussion and Analysis of Financial Condition and Results of Operations .”

Years Ended June 30,

(in thousands, except per share data)

Operating Data (a) :

Operating Data (a), (b), (c) :

Operating loss

Loss from continuing operations before income taxes

Income tax benefit (expense)

Income (loss) from continuing operations

Income from discontinued operations, net of taxes

Net income (loss)

Net loss attributable to redeemable noncontrolling interests

Net income (loss) attributable to nonredeemable noncontrolling interests

Net Income (loss) attributable to The Madison Square Garden Company’s stockholders

Basic earnings (loss) per common share attributable to The Madison Square Garden Company’s stockholders

Diluted earnings (loss) per common share attributable to The Madison Square Garden Company’s stockholders

Weighted-average number of common shares outstanding (b) :

Balance Sheet Data (a) :

Long-term debt (including current portion), net of deferred financing costs (c)

Total The Madison Square Garden Company stockholders’ equity / divisional equity

Operating and balance sheet data beginning in fiscal year 2017 includes results from the acquisitions of Boston Calling Events, LLC (“ BCE ”) operating information from July 1, 2016 to June 30, 2017 and TAO Group operating information from February 1, 2017 to March 26, 2017.

Operating and balance sheet data beginning in fiscal year 2018 includes results from the acquisitions of Counter Logic Gaming (“ CLG ”) and Obscura Digital (“ Obscura ”) since their acquisition dates of July 28, 2017 and November 20, 2017, respectively.

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Introduction — Factors Affecting Results of Operations .

In addition, see “Item 8.

Net loss attributable to nonredeemable noncontrolling interests from continuing operations

Net loss attributable to redeemable noncontrolling interests from discontinued operations

Net loss attributable to nonredeemable noncontrolling interests from discontinued operations

Net income (loss) attributable to Madison Square Garden Sports Corp.’s stockholders

Income (loss) from continuing operations

Income (loss) from discontinued operations

Income (loss) from continuing operations

Income (loss) from discontinued operations

Weighted-average number of common shares outstanding:

Balance Sheet Data (a), (b), (c) :

Long-term debt

Total Madison Square Garden Sports Corp.

stockholders’ equity

The Company’s operating results for fiscal year 2020 were impacted by COVID-19 pandemic.

See “Part II — Item 8.

Financial Statements and Supplementary Data — Consolidated Financial Statements — Notes to Consolidated Financial Statements — Note 1 .

Summary of Significant Accounting Policies — Business Combinations and Noncontrolling Interests ” for more information on our acquisitions of BCE , TAO Group and CLG .

Following the 2015 Distribution Date , the Company had 24,928 common shares outstanding on September 30, 2015.

This amount has been utilized to calculate earnings (loss) per share for the year ended June 30, 2015 as no Madison Square Garden common stock or equity-based awards were outstanding prior to September 30, 2015.

Long-term debt presented above is net of debt issuance costs of $1,039 , $3,613 , and $4,567 as of June 30, 2019 , 2018 and 2017 , respectively.

Description of Business and Basis of Presentation” and “ Item 7 .

Management’s Discussion and Analysis of Financial Condition and Results of Operations — Introduction — Factors Affecting Results of Operations — Impact of COVID-19 on Our Business ” for more information.

In addition, the Company’s operating results for the year ended June 30, 2020 and balance sheet data as of June 30, 2020 were impacted by the adoption of Accounting Standards Codification (“ASC”) Topic 842.

The Company used the modified-retrospective transition approach.

Upon adoption of this standard, the Company recorded initial (i) operating lease right-of-use assets of $1,270 (ii) current operating lease liabilities of $393 , and (iii) long-term operating lease liabilities of $1,007 .

The Company did not record any adjustment to retained earnings.

See “Part II — Item 8.

Financial Statements and Supplementary Data — Consolidated Financial Statements — Notes to Consolidated Financial Statements — Note 9 .

Credit Facilities ” for more information.

Leases” for more information.

The Company’s operating results for the year ended June 30, 2019 were impacted by the adoption of ASC Topic 606.

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Financial Statements and Supplementary Data — Consolidated Financial Statements — Notes to Consolidated Financial Statements — Note 4 .

Summary of Significant Accounting Policies — Recently Adopted Accounting Pronouncements ” for more information.

Revenue Recognition ” for more information.

Operating and balance sheet data beginning in fiscal year 2018 includes results from the acquisition of Counter Logic Gaming since the acquisition date of July 28, 2017.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity