Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
An evaluation was carried out under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act ) as of the end of the period covered by this report. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2020 the Company’s disclosure controls and procedures were effective.
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Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements prepared for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of this evaluation, our management concluded that our internal control over financial reporting was effective as of June 30, 2020 .
The effectiveness of our internal control over financial reporting as of June 30, 2020 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein.
Changes in Internal Control over Financial Reporting
Following the MSGE Distribution , we entered into a transition services agreement and other agreements with MSG Entertainment which provide certain business and administrative functions to the Company that were previously performed by internal resources. Such services include support with respect to information technology, accounting, accounts payable, payroll, tax, human resources, treasury, insurance and risk management, investor relations, corporate communications, benefit plan administration and reporting, and internal audit. The Company continues to review and document its internal controls over financial reporting, and may, from time to time, make changes aimed at enhancing their effectiveness.
There were no changes in the Company’s internal control over financial reporting during the fiscal quarter ended June 30, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information
None.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information relating to our directors, executive officers and corporate governance will be included in the proxy statement for the 2020 annual meeting of the Company’s stockholders, which is expected to be filed within 120 days of our fiscal year end, and is incorporated herein by reference.
Item 11. Executive Compensation
Information relating to executive compensation will be included in the proxy statement for the 2020 annual meeting of the Company’s stockholders, which is expected to be filed within 120 days of our fiscal year end, and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information relating to the beneficial ownership of our common stock will be included in the proxy statement for the 2020 annual meeting of the Company’s stockholders, which is expected to be filed within 120 days of our fiscal year end, and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information relating to certain relationships and related transactions and director independence will be included in the proxy statement for the 2020 annual meeting of the Company’s stockholders, which is expected to be filed within 120 days of our fiscal year end, and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
Information relating to principal accountant fees and services will be included in the proxy statement for the 2020 annual meeting of the Company’s stockholders, which is expected to be filed within 120 days of our fiscal year end, and is incorporated herein by reference.
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PART IV
Item 15 . Exhibits and Financial Statement Schedules
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
F- 1
2.
Financial statement schedule:
Schedule supporting consolidated financial statements:
Schedule II — Valuation and Qualifying Accounts
58
Schedules other than that listed above have been omitted, since they are either not applicable, not required or the information is included elsewhere herein.
3.
Exhibits:
EXHIBIT NO.
DESCRIPTION
2.1
Distribution Agreement, dated September 11, 2015, between MSG Networks Inc. and Madison Square Garden Sports Corp. (formerly, The Madison Square Garden Company) (incorporated by reference to Exhibit 2.1 to Amendment No. 6 to the Company’s Registration Statement on Form 10 filed on September 11, 2015).
2.2
Contribution Agreement, dated September 11, 2015, among MSG Networks Inc., MSGN Holdings, L.P. and Madison Square Garden Sports Corp. (formerly, The Madison Square Garden Company) (incorporated by reference to Exhibit 2.2 to Amendment No. 6 to the Company’s Registration Statement on Form 10 filed on September 11, 2015).
2.3
Distribution Agreement, dated as of March 31, 2020, between Madison Square Garden Sports Corp. and Madison Square Garden Entertainment Corp. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 31, 2020).
3.1
Amended and Restated Certificate of Incorporation of Madison Square Garden Sports Corp. (formerly, The Madison Square Garden Company) (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 1, 2015).
3.2
Amendment to the Amended and Restated Certificate of Incorporation of Madison Square Garden Sports Corp., dated April 17, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 23, 2020).
3.3
Amended By-Laws of Madison Square Garden Sports Corp. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 26, 2020).
4.1
Transfer Consent Agreement, dated September 28, 2015 with the NBA (incorporated by reference to Exhibit 4.1 to the Company’s Form 10-K for the fiscal year ended June 30, 2016 filed on August 19, 2016).
4.2
Transfer Consent Agreement, dated September 28, 2015 with the NHL (incorporated by reference to Exhibit 4.2 to the Company’s Form 10-K for the fiscal year ended June 30, 2016 filed on August 19, 2016).
4.3
Registration Rights Agreement, dated as of September 15, 2015, by and among Madison Square Garden Sports Corp. (formerly, The Madison Square Garden Company) and The Charles F. Dolan Children Trusts (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 1, 2015).
4.4
Registration Rights Agreement, dated as of September 15, 2015, by and among Madison Square Garden Sports Corp. (formerly, The Madison Square Garden Company) and The Dolan Family Affiliates (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 1, 2015).
4.5
Description of Capital Stock (incorporated by reference to Exhibit 4.5 to the Company’s Form 10-K for the fiscal year ended June 30, 2019 filed on August 20, 2019).
10.1
Tax Disaffiliation Agreement, dated September 11, 2015, between MSG Networks Inc. and Madison Square Garden Sports Corp. (formerly, The Madison Square Garden Company) (incorporated by reference to Exhibit 10.2 to Amendment No. 6 to the Company’s Registration Statement on Form 10 filed on September 11, 2015).
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EXHIBIT NO.
DESCRIPTION
10.2
Employee Matters Agreement, dated September 11, 2015, by and between MSG Networks Inc. and Madison Square Garden Sports Corp. (formerly, The Madison Square Garden Company) (incorporated by reference to Exhibit 10.3 to Amendment No. 6 to the Company’s Registration Statement on Form 10 filed on September 11, 2015).
10.3
Madison Square Garden Sports Corp. (formerly, The Madison Square Garden Company) 2015 Employee Stock Plan (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-K for the fiscal year ended June 30, 2016 filed on August 19, 2016). †
10.4
Madison Square Garden Sports Corp. (formerly, The Madison Square Garden Company) 2015 Cash Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-K for the fiscal year ended June 30, 2016 filed on August 19, 2016). †
10.5
Madison Square Garden Sports Corp. (formerly, The Madison Square Garden Company) 2015 Stock Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.6 to the Company’s Form 10-K for the fiscal year ended June 30, 2016 filed on August 19, 2016). †
10.6
Form of Indemnification Agreement between Madison Square Garden Sports Corp. (formerly, The Madison Square Garden Company) and its Directors and Executive Officers (incorporated by reference to Exhibit 10.8 to Amendment No. 3 to the Company’s Registration Statement on Form 10 filed on July 24, 2015).
10.7
Form of Madison Square Garden Sports Corp. (formerly, The Madison Square Garden Company) Non-Employee Director Award Agreement (incorporated by reference to Exhibit 10.9 to Amendment No. 3 to the Company’s Registration Statement on Form 10 filed on July 24, 2015). †
10.8
Form of Madison Square Garden Sports Corp. (formerly, The Madison Square Garden Company) Restricted Stock Units Agreement (incorporated by reference to Exhibit 10.10 to Amendment No. 3 to the Company’s Registration Statement on Form 10 filed on July 24, 2015). †
10.9
Form of Madison Square Garden Sports Corp. (formerly, The Madison Square Garden Company) Performance Restricted Stock Units Agreement (incorporated by reference to Exhibit 10.11 to Amendment No. 3 to the Company’s Registration Statement on Form 10 filed on July 24, 2015). †
10.10
Form of Madison Square Garden Sports Corp. (formerly, The Madison Square Garden Company) Restricted Stock Units Agreement (2018) (incorporated by reference to Exhibit 10.12 to the Company’s Form 10-K for the fiscal year ended June 30, 2018 filed on August 17, 2018). †
10.11
Form of Madison Square Garden Sports Corp. (formerly, The Madison Square Garden Company) Performance Restricted Stock Units Agreement (2018) (incorporated by reference to Exhibit 10.13 to the Company’s Form 10-K for the fiscal year ended June 30, 2018 filed on August 17, 2018). †
10.12
Form of Madison Square Garden Sports Corp. (formerly, The Madison Square Garden Company) Restricted Stock Units Agreement (2019) (incorporated by reference to Exhibit 10.14 to the Company’s Form 10-K for the fiscal year ended June 30, 2019 filed on August 20, 2019). †
10.13
Form of Madison Square Garden Sports Corp. (formerly, The Madison Square Garden Company) Performance Restricted Stock Units Agreement (2019) (incorporated by reference to Exhibit 10.15 to the Company’s Form 10-K for the fiscal year ended June 30, 2019 filed on August 20, 2019). †
10.14
Form of Madison Square Garden Sports Corp. (formerly, The Madison Square Garden Company) Option Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended December 31, 2017 filed on February 8, 2018). †
10.15
Lease Agreement, dated December 4, 1997, between RCPI Trust and Radio City Productions LLC, relating to Radio City Music Hall, (incorporated by reference to Exhibit 10.14 to Amendment No. 3 to the Company’s Registration Statement on Form 10 filed on July 24, 2015). +
10.16
First Amendment to Lease Agreement, dated December 4, 1997, between RCPI Trust and Radio City Productions LLC, dated February 19, 1999 (incorporated by reference to Exhibit 10.15 to Amendment No. 3 to the Company’s Registration Statement on Form 10 filed on July 24, 2015).
10.17
Second Amendment to Lease Agreement, dated December 4, 1997, between RCPI Landmark Properties, L.L.C. and Radio City Productions LLC, dated November 6, 2002 (incorporated by reference to Exhibit 10.16 to Amendment No. 3 to the Company’s Registration Statement on Form 10 filed on July 24, 2015). +
10.18
Third Amendment to Lease Agreement, dated December 4, 1997, between RCPI Landmark Properties, L.L.C. and Radio City Productions LLC, dated August 14, 2008 (incorporated by reference to Exhibit 10.17 to Amendment No. 3 to the Company’s Registration Statement on Form 10 filed on July 24, 2015). +
10.19
Fourth Amendment to Lease Agreement, dated December 4, 1997, between RCPI Landmark Properties, L.L.C. and Radio City Productions LLC, dated January 24, 2011 (incorporated by reference to Exhibit 10.18 to Amendment No. 3 to the Company’s Registration Statement on Form 10 filed on July 24, 2015). +
10.20
Guaranty of Lease, between MSG Entertainment Group, LLC (formerly, MSG Sports & Entertainment, LLC) and RCPI Landmark Properties, L.L.C. (incorporated by reference to Exhibit 10.19 to Amendment No. 3 to the Company’s Registration Statement on Form 10 filed on July 24, 2015). +
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EXHIBIT NO.
DESCRIPTION
10.21
Employment Agreement dated as of March 31, 2020 between Madison Square Garden Sports Corp. and James L. Dolan (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on March 31, 2020). †
10.22
Employment Agreement dated as of April 17, 2020 between Madison Square Garden Sports Corp. (formerly, The Madison Square Garden Company) and Alexander Shvartsman. †
10.23
Employment Agreement dated as of December 6, 2018, between Madison Square Garden Sports Corp. (formerly, The Madison Square Garden Company) and Victoria M. Mink (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 10, 2018). †
10.24
Employment Agreement, dated October 25, 2018, between Madison Square Garden Sports Corp. (formerly, The Madison Square Garden Company) and Philip D’Ambrosio (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended December 31, 2018 filed on February 1, 2019). †
10.25
Employment Agreement, dated September 6, 2018, between Madison Square Garden Sports Corp. (formerly, The Madison Square Garden Company) and Lawrence J. Burian (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 7, 2018). †
10.26
Letter Agreement, dated June 19, 2020, between Madison Square Garden Sports Corp. and Lawrence J. Burian (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 19, 2020). †
10.27
Employment Agreement dated as of March 31, 2020 between Madison Square Garden Sports Corp. and Andrew Lustgarten (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed on March 31, 2020). †
10.28
Option Agreement, dated December 15, 2017, between Madison Square Garden Sports Corp. (formerly, The Madison Square Garden Company) and Andrew Lustgarten (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 18, 2017). †
10.29
Employment Agreement dated as of January 23, 2020 between Madison Square Garden Sports Corp. and Joseph Yospe. †
10.30
Dry Lease Agreement, dated January 11, 2017, between MSG Entertainment Group, LLC (formerly, MSG Sports & Entertainment, LLC) and Quart 2C, LLC for the G550 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 13, 2017).
10.31
Dry Lease Agreement, dated January 11, 2017 between MSG Entertainment Group, LLC (formerly, MSG Sports & Entertainment, LLC) and Quart 2C, LLC for the G450 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 13, 2017).
10.32
Credit Agreement, dated as of September 30, 2016, by and among New York Knicks, LLC, JPMorgan Chase Bank, N.A. as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 6, 2016).
10.33
Security Agreement, dated as of September 30, 2016, between New York Knicks, LLC and JPMorgan Chase Bank, N.A., as collateral agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 6, 2016).
10.34
Credit Agreement, dated as of January 25, 2017, by and among New York Rangers, LLC, JPMorgan Chase Bank, N.A. as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 27, 2017).
10.35
Security Agreement, dated as of January 25, 2017, between New York Rangers, LLC and JPMorgan Chase Bank, N.A., as collateral agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 27, 2017).
10.36
Transaction Agreement, dated as of January 31, 2017, between MSG TG, LLC, TG Merger Sub, LLC, TG Rollover Holdco LLC, TAO Group Holdings LLC, TAO Group Intermediate Holdings LLC, TAO Group Operating LLC, TAO Group Management LLC, TG Member Representative LLC, certain other parties thereto, and solely with respect to specific provisions MSG Entertainment Holdings, LLC and Madison Square Garden Sports Corp. (formerly, The Madison Square Garden Company) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 1, 2017).
10.37
Credit and Guaranty Agreement, dated as of January 31, 2017, among TAO Group Operating LLC, TAO Group Intermediate Holdings LLC, certain subsidiaries of TAO Group Operating LLC, the various lenders thereto, and Goldman Sachs Specialty Lending Group, L.P. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 1, 2017).
10.38
Second Amended and Restated Limited Liability Company Agreement of TAO Group Holdings LLC, dated as of January 31, 2017 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 1, 2017).
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EXHIBIT NO.
DESCRIPTION
10.39
Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of TAO Group Holdings LLC, dated as of May 23, 2019.(incorporated by reference to Exhibit 10.39 to the Company’s Form 10-K for the fiscal year ended June 30, 2019 filed on August 20, 2019).
10.40
First Amendment to the Credit and Guaranty Agreement, dated as of January 31, 2017, among TAO Group Operating LLC, TAO Group Intermediate Holdings LLC, certain subsidiaries of TAO Group Operating LLC, the various lenders thereto, and Goldman Sachs Specialty Lending Group, L.P., entered into as of May 19, 2017 (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended December 31, 2017 filed on February 8, 2018).
10.41
Second Amendment to the Credit and Guaranty Agreement, dated as of January 31, 2017, among TAO Group Operating LLC, TAO Group Intermediate Holdings LLC, certain subsidiaries of TAO Group Operating LLC, the various lenders thereto, and Goldman Sachs Specialty Lending Group, L.P., entered into as of January 22, 2018 (incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q for the quarter ended December 31, 2017 filed on February 8, 2018).
10.42
Summary of Office Space Arrangement, between MSG Entertainment Group, LLC (formerly, MSG Sports & Entertainment, LLC) and the Knickerbocker Group LLC (incorporated by reference to Exhibit 10.30 to the Company’s Form 10-K for the fiscal year ended June 30, 2016 filed on August 19, 2016).
10.43
Time Sharing Agreement, dated December 15, 2017, between MSG Entertainment Group, LLC (formerly, MSG Sports & Entertainment, LLC) and Andrew Lustgarten (for the G450) (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended December 31, 2017 filed on February 8, 2018).
10.44
Time Sharing Agreement, dated December 15, 2017, between MSG Entertainment Group, LLC (formerly, MSG Sports & Entertainment, LLC) and Andrew Lustgarten (for the G550) (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended December 31, 2017 filed on February 8, 2018).
10.45
Time Sharing Agreement, dated December 15, 2017, between MSG Entertainment Group, LLC (formerly, MSG Sports & Entertainment, LLC) and Andrew Lustgarten (for the GV) (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended December 31, 2017 filed on February 8, 2018).
10.46
Aircraft Support Services Agreement, effective July 1, 2018, between MSG Entertainment Group, LLC (formerly, MSG Sports & Entertainment, LLC), Sterling Aviation, LLC and Charles F. Dolan (for the GV) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 29, 2018).
10.47
Aircraft Support Services Agreement, effective July 1, 2018, between MSG Entertainment Group, LLC (formerly, MSG Sports & Entertainment, LLC)and JDSS (for the G450) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 29, 2018).
10.48
Time Sharing Agreement, effective July 1, 2018, between MSG Entertainment Group, LLC (formerly, MSG Sports & Entertainment, LLC) and Charles F. Dolan (for the G550) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 29, 2018).
10.49
Time Sharing Agreement, effective July 1, 2018, between MSG Entertainment Group, LLC (formerly, MSG Sports & Entertainment, LLC)and QUART 2C, LLC (for the G550) (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on June 29, 2018).
10.50
Dry Lease Agreement, effective July 1,2018, between MSG Entertainment Group, LLC (formerly, MSG Sports & Entertainment, LLC)C and Sterling Aviation, LLC (for the GV) (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on June 29, 2018).
10.51
Dry Lease Agreement, effective July 1, 2018, between MSG Entertainment Group, LLC (formerly, MSG Sports & Entertainment, LLC) and QUART 2C, LLC (for the G450) (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on June 29, 2018).
10.52
Ground Lease Agreement, dated July 16, 2018, by and among Sands Arena Landlord LLC, Venetian Casino Resort, LLC, MSG Las Vegas, LLC, and MSG Entertainment Group, LLC (formerly, MSG Sports & Entertainment, LLC) (incorporated by reference to Exhibit 10.60 to the Company’s Form 10-K for the fiscal year ended June 30, 2018 filed on August 17, 2018). +
10.53
First Amendment to Ground Lease, dated July 16, 2018, by and among Sands Arena Landlord LLC, Venetian Casino Resort, LLC, MSG Las Vegas, LC, and MSG Entertainment Group, LLC (formerly, MSG Sports & Entertainment, LLC), dated November 24, 2018 (incorporated by reference to Exhibit 10.56 to the Company’s Form 10-K for the fiscal year ended June 30, 2019 filed on August 20, 2019).
10.54
Aircraft Support Services Agreement, dated December 17, 2018, between MSG Entertainment Group, LLC (formerly, MSG Sports & Entertainment, LLC) and the Dolan Family Members (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 21, 2018).
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EXHIBIT NO.
DESCRIPTION
10.55
Dry Lease Agreement, dated December 17, 2018, between MSG Entertainment Group, LLC (formerly, MSG Sports & Entertainment, LLC) and Sterling2k LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 21, 2018).
10.56
Time Sharing Agreement, dated December 17, 2018, between MSG Entertainment Group, LLC (formerly, MSG Sports & Entertainment, LLC) and Andrew Lustgarten (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 21, 2018).
10.57
Dry Lease Agreement, dated May 6, 2019, between MSG Entertainment Group, LLC (formerly, MSG Sports & Entertainment, LLC) and Brighid Air, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2019 filed on May 8, 2019).
10.58
Flight Crew Services Agreement, dated May 6, 2019, between MSG Entertainment Group, LLC (formerly, MSG Sports & Entertainment, LLC) and Dolan Family Office, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended March 31, 2019 filed on May 8, 2019).
10.59
Time Sharing Agreement, dated May 6, 2019, between MSG Entertainment Group, LLC (formerly, MSG Sports & Entertainment, LLC) and Andrew Lustgarten (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended March 31, 2019 filed on May 8, 2019).
10.60
Credit Agreement, dated as of May 23, 2019, among TAO Group Operating LLC, TAO Group Intermediate Holdings LLC, the various lenders thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 23, 2019).
10.61
Security Agreement, dated as of May 23, 2019, TAO Group Operating LLC, TAO Group Intermediate Holdings LLC, certain subsidiaries of TAO Group Intermediate Holdings LLC and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 23, 2019).
10.62
Construction Agreement, dated as of May 31, 2019, by and between MSG Las Vegas, LLC and Hunt Construction Group Inc. (incorporated by reference to Exhibit 10.65 to the Company’s Form 10-K for the fiscal year ended June 30, 2019 filed on August 20, 2019). **
10.63
Contribution Agreement, dated as of March 31, 2020, between Madison Square Garden Sports Corp., MSG Entertainment Group, LLC and Madison Square Garden Entertainment Corp. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 31, 2020).
10.64
Transition Services Agreement, dated as of March 31, 2020, between MSG Sports, LLC and MSG Entertainment Group, LLC (formerly, MSG Sports & Entertainment, LLC) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 31, 2020).
10.65
Tax Disaffiliation Agreement, dated as of March 31, 2020, between Madison Square Garden Sports Corp. (formerly, The Madison Square Garden Company) and Madison Square Garden Entertainment Corp. (formerly, MSG Entertainment Spinco, Inc.) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 31, 2020).
10.66
Employee Matters Agreement, dated March 31, 2020, between Madison Square Garden Sports Corp. (formerly, The Madison Square Garden Company) and Madison Square Garden Entertainment Corp. (formerly, MSG Entertainment Spinco, Inc.) (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on March 31, 2020).
10.67
Delayed Draw Term Loan Credit Agreement, dated April 17, 2020, between MSG NYK Holdings, LLC and MSG Entertainment Group, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 23, 2020).
10.68
Delayed Draw Term Loan Credit Agreement, dated April 17, 2020, between MSG NYR Holdings, LLC and MSG Entertainment Group, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 23, 2020).
10.69
Arena License Agreement, dated April 15, 2020, between MSG Arena, LLC and New York Knicks, LLC.**
10.70
Arena License Agreement, dated April 15, 2020, between MSG Arena, LLC and New York Rangers, LLC.**
10.71
NBA Transaction Agreement, dated April 15, 2020, with the NBA and Madison Square Garden Entertainment Corp. (formerly, MSG Entertainment Spinco, Inc.).
10.72
NHL Transaction Agreement, dated April 15, 2020, with the NHL and Madison Square Garden Entertainment Corp. (formerly, MSG Entertainment Spinco, Inc.).
10.73
Time Sharing Agreement, dated April 15, 2020, between MSG Entertainment Group, LLC (formerly, MSG Sports & Entertainment, LLC) and MSG Sports, LLC (for the G450).
10.74
Time Sharing Agreement, dated April 15, 2020, between MSG Entertainment Group, LLC (formerly, MSG Sports & Entertainment, LLC) and MSG Sports, LLC (for the G550).
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EXHIBIT NO.
DESCRIPTION
10.75
Madison Square Garden Sports Corp. Policy Concerning Certain Matters Relating to Madison Square Garden Entertainment Corp., MSG Networks Inc. and AMC Networks Inc., including Responsibilities of Overlapping Directors and Officers.
10.76
Sponsorship Sales and Service Representation Agreement, dated April 15, 2020, between Knicks Holdings, LLC and MSG Entertainment Group, LLC. **
10.77
Sponsorship Sales and Service Representation Agreement, dated April 15, 2020, between New York Rangers, LLC and MSG Entertainment Group, LLC. **
10.78
Letter Agreement, dated August 21, 2020, between Madison Square Garden Sports Corp. and Lawrence J. Burian. †
21.1
Subsidiaries of the Registrant.
23.1
Consent of KPMG LLP.
24.1
Powers of Attorney (included on the signature page to this Annual Report on Form 10-K).
31.1
Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
XBRL Instance Document — the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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.
104
The cover page form the Company’s Annual Report on Form 10-K for the year ended June 30, 2020 formatted in Inline XBRL and contained in Exhibit 101.
_________________
+
Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.
**
Certain confidential information, identified by bracketed asterisks “[*****]” has been omitted from this exhibit pursuant to Item 601(b)(10) of Regulation S-K because it is both (i) not material and (ii) would be competitively harmful to the Company if publicly disclosed.
†
This exhibit is a management contract or a compensatory plan or arrangement.
Item 16. Form 10-K Summary
The Company has elected not to provide summary information.
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MADISON SQUARE GARDEN SPORTS CORP.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
(Additions) / Deductions
Balance at
Beginning
of Period
Charged to Costs and Expenses
Charged to Other Accounts
Deductions
Balance at
End of
Period
Year ended June 30, 2020
Allowance for doubtful accounts (a)
$
( 1,814
)
$
( 7,170
)
$
—
$
8,804
(b)
$
( 180
)
Deferred tax valuation allowance (a)
( 75,701
)
( 46,514
)
—
74,082
(c)
( 48,133
)
$
( 77,515
)
$
( 53,684
)
$
—
$
82,886
$
( 48,313
)
Year ended June 30, 2019
Allowance for doubtful accounts
$
( 777
)
$
( 1,426
)
$
—
$
389
$
( 1,814
)
Deferred tax valuation allowance
( 88,246
)
8,708
3,837
—
( 75,701
)
$
( 89,023
)
$
7,282
$
3,837
$
389
$
( 77,515
)
Year ended June 30, 2018
Allowance for doubtful accounts
$
( 601
)
$
( 647
)
$
—
$
471
$
( 777
)
Deferred tax valuation allowance
( 218,639
)
130,393
(d)
—
—
( 88,246
)
$
( 219,240
)
$
129,746
$
—
$
471
$
( 89,023
)
_________________
(a)
Includes amounts classified as discontinued operations on the consolidated balance sheet.
(b)
Includes amounts reflected in discontinued operations of $ 8,769 .
(c)
The Company completely offset the taxable income of discontinued operations, including taxable income resulting from the acceleration of deferred revenue with NOLs. The deferred tax assets for such NOLs had a full valuation allowance. Therefore, both the deferred tax asset and valuation allowance were reduced with no residual tax expense. The valuation allowance reduction relating to the NOL utilization was $ 68,000 .
(d)
Net decrease in valuation allowance reflects $ 51,015 of reduction to net deferred tax liabilities in connection with the lower federal income tax rate of 21 % and other of $ 2,453 .
58
Table of Contents
SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 28 th day of August 2020 .
Madison Square Garden Sports Corp.
By:
/ s / VICTORIA M. MINK
Name:
Victoria M. Mink
Title:
Executive Vice President and Chief Financial Officer and Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew Lustgarten, Victoria M. Mink and Lawrence J. Burian, and each of them, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign this report, and file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons in the capacities and on the dates indicated.
Name
Title
Date
/s/ ANDREW LUSTGARTEN
President and Chief Executive Officer
(Principal Executive Officer)
August 28, 2020
Andrew Lustgarten
/ s / VICTORIA M. MINK
Executive Vice President and
Chief Financial Officer (Principal Financial Officer) and Treasurer
August 28, 2020
Victoria M. Mink
/ s / ALEXANDER SHVARTSMAN
Senior Vice President, Controller and
Principal Accounting Officer
August 28, 2020
Alexander Shvartsman
/ s / JAMES L. DOLAN
Executive Chairman (Director)
August 28, 2020
James L. Dolan
/ s / CHARLES F. DOLAN
Director
August 28, 2020
Charles F. Dolan
/ s / CHARLES P. DOLAN
Director
August 28, 2020
Charles P. Dolan
/ s / KRISTIN A. DOLAN
Director
August 28, 2020
Kristin A. Dolan
59
Table of Contents
Name
Title
Date
/ s / MARIANNE DOLAN WEBER
Director
August 28, 2020
Marianne Dolan Weber
/s/ PAUL J. DOLAN
Director
August 28, 2020
Paul J. Dolan
/s/ RYAN T. DOLAN
Director
August 28, 2020
Ryan T. Dolan
/ s / THOMAS C. DOLAN
Director
August 28, 2020
Thomas C. Dolan
/ s / JOSEPH M. COHEN
Director
August 28, 2020
Joseph M. Cohen
/s/ STEPHEN C. MILLS
Director
August 28, 2020
Stephen C. Mills
/ s / RICHARD D. PARSONS
Director
August 28, 2020
Richard D. Parsons
/ s / NELSON PELTZ
Director
August 28, 2020
Nelson Peltz
/ s / ALAN D. SCHWARTZ
Director
August 28, 2020
Alan D. Schwartz
/ s / IVAN SEIDENBERG
Director
August 28, 2020
Ivan Seidenberg
/ s / BRIAN G. SWEENEY
Director
August 28, 2020
Brian G. Sweeney
/ s / VINCENT TESE
Director
August 28, 2020
Vincent Tese
/s/ ANTHONY J. VINCIQUERRA
Director
August 28, 2020
Anthony J. Vinciquerra
60
Table of Contents
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm
F- 2
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
F- 4
Consolidated Balance Sheets as of June 30, 2020 and 2019
F- 5
Consolidated Statements of Operations for the years ended June 30, 2020, 2019 and 2018
F- 7
Consolidated Statements of Comprehensive Income (Loss) for the years ended June 30, 2020, 2019 and 2018
F- 8
Consolidated Statements of Cash Flows for the years ended June 30, 2020, 2019 and 2018
F- 9
Consolidated Statements of Equity and Redeemable Noncontrolling Interests for the years ended June 30, 2020, 2019 and 2018
F- 11
Notes to Consolidated Financial Statements
F- 14
F- 1
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Madison Square Garden Sports Corp.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Madison Square Garden Sports Corp. and subsidiaries (the “Company”) as of June 30, 2020 and 2019 , the related consolidated statements of operations, comprehensive income (loss), cash flows, and equity and redeemable noncontrolling interests for each of the years in the three-year period ended June 30, 2020 , and the related notes and financial statement schedule II (collectively, the “ consolidated financial statements ”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2020 and 2019 , and the results of its operations and its cash flows for each of the years in the three-year period ended June 30, 2020 , in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“ PCAOB ”), the Company’s internal control over financial reporting as of June 30, 2020 , based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated August 28, 2020 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Changes in Accounting Principle
As described in Note 2 to the consolidated financial statements, effective July 1, 2019, the Company changed its method of accounting for leases due to the adoption of ASC Topic 842, Leases, and effective July 1, 2018, the Company changed its method of accounting for revenue due to the adoption of ASC Topic 606, Revenue from Contracts with Customers.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Evaluation of the identification of related parties and related party transactions
As discussed in Note 17 to the consolidated financial statements, the Dolan family, including trusts for the benefit of members of the Dolan family (collectively, the Dolan Family Group) is the majority beneficial owner of the Company, MSG Networks Inc. (MSG Networks), Madison Square Garden Entertainment Corp. (MSG Entertainment), and AMC Networks Inc. (AMC Networks). In addition, there are certain overlapping directors and executive officers between the companies. Each of these entities is a related party. Following the distribution of MSG Entertainment, the Company has entered into a number of transactions with MSG Entertainment, including agreements for use of the Madison Square Garden Arena, sales and service representation agreements, sponsorship allocation, transition services and delayed draw term loans, as well as certain shared executive support costs for the Company’s Executive Chairman and Vice Chairman. The Company has entered into agreements for media rights and other transactions with MSG Networks and the Company has also entered into transactions with AMC
F- 2
Networks. Further, the Company has entered into several arrangements with members of the Dolan Family Group for shared office space and aircraft services and timesharing.
We identified the evaluation of the identification of related parties and related party transactions as a critical audit matter. Auditor judgment was involved in assessing the sufficiency of the procedures performed to identify related parties and related party transactions of the Company.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s related party process, including controls over the identification of the Company’s related party relationships and transactions. We performed the following procedures to evaluate the identification of related parties and related party transactions by the Company:
•
Read new agreements and contracts between the Company and related parties
•
Queried the accounts payable system for transactions with related parties;
•
Inspected director and officer questionnaires from the Company’s directors and officers;
•
Evaluated the Company’s reconciliation of its applicable accounts to the related parties’ records of transactions and balances;
•
Read the Company’s minutes from meetings of the Board of Directors and related committees;
•
Inquired with executive officers, key members of management, and the Audit Committee of the Board of Directors regarding related party transactions.
•
Received confirmations from related parties and compared responses to the Company’s records;
•
Read public filings, external news, and research sources for information related to transactions between the Company and related parties; and
•
Listened to the Company’s quarterly investor relations calls.
Assessment of the results from discontinued operations
As discussed in Notes 1 and 3 to the consolidated financial statements, on April 17, 2020, the Company distributed all the outstanding common stock of MSG Entertainment to its stockholders. MSG Entertainment owns, directly or indirectly, the entertainment and sports booking businesses previously owned and operated by the Company through its Entertainment and Sports business segments, respectively. Management determined that the allocable shared revenue and expenses of MSG Entertainment should be presented as discontinued operations in the consolidated statements of operations for all periods presented.
We identified the assessment of the results from discontinued operations as a critical audit matter. Given the nature of the transactions and the degree of integration of MSG Entertainment with the Company’s continuing operations in the periods before the distribution, there was a high degree of subjective auditor judgment required to assess management’s identification, segregation, and recording of the allocable shared revenue and expenses for the discontinued businesses.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s discontinued operations assessment process, including controls related to the identification, segregation, and recording of allocable shared revenue and expenses, and the resulting entries made to the income statement account balances. Specifically, we read the distribution agreements and evaluated the Company’s discontinued operations accounting memorandums that document management’s accounting conclusions. We tested the recognition and classification of amounts included in discontinued operations by recalculating revenue and expenses using the Company’s historical accounting records. We read the Company’s disclosure and assessed whether the disclosure appropriately described the determination of discontinued operations.
/s/ KPMG LLP
We have served as the Company’s auditor since 2015.
New York, New York
August 28, 2020
F- 3
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Madison Square Garden Sports Corp.:
Opinion on Internal Control Over Financial Reporting
We have audited Madison Square Garden Sports Corp. and subsidiaries’ (the “Company”) internal control over financial reporting as of June 30, 2020 , based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2020 , based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“ PCAOB ”), the consolidated balance sheets of the Company as of June 30, 2020 and 2019 , the related consolidated statements of operations, comprehensive income (loss), cash flows, and equity and redeemable noncontrolling interests for each of the years in the three-year period ended June 30, 2020 , and the related notes and financial statement schedule II (collectively, the “ consolidated financial statements ”), and our report dated August 28, 2020 expressed an unqualified opinion on those consolidated financial statements .
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
New York, New York
August 28, 2020
F- 4
Table of Contents
MADISON SQUARE GARDEN SPORTS CORP.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
June 30,
2020
2019
ASSETS
Current Assets:
Cash and cash equivalents
$
77,852
$
4,317
Restricted cash
12,821
21,519
Accounts receivable, net
7,403
15,542
Net related party receivables
135
—
Prepaid expenses
20,634
21,409
Other current assets
9,433
6,371
Current assets of discontinued operations
—
1,344,190
Total current assets
128,278
1,413,348
Property and equipment, net
39,597
31,270
Right-of-use lease assets
718,051
—
Amortizable intangible assets, net
2,754
6,315
Indefinite-lived intangible assets
112,144
112,144
Goodwill
226,955
226,955
Other assets
6,019
5,891
Non-current assets of discontinued operations
—
1,967,867
Total assets
$
1,233,798
$
3,763,790
See accompanying notes to consolidated financial statements.
F- 5
Table of Contents
MADISON SQUARE GARDEN SPORTS CORP.
CONSOLIDATED BALANCE SHEETS (Continued)
(in thousands, except per share data)
June 30,
2020
2019
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Current Liabilities:
Accounts payable
$
2,301
$
1,035
Net related party payables
17,952
209
Accrued liabilities:
Employee related costs
71,451
77,514
Other accrued liabilities
33,071
123,688
Operating lease liabilities, current
39,131
—
Deferred revenue
126,348
110,264
Current liabilities of discontinued operations
—
447,313
Total current liabilities
290,254
760,023
Related party payables, noncurrent
—
172
Long-term debt
350,000
—
Operating lease liabilities, noncurrent
679,053
—
Defined benefit obligations
7,014
7,049
Other employee related costs
50,027
48,274
Deferred tax liabilities, net
57,721
36,449
Other liabilities
3,164
6,696
Non-current liabilities of discontinued operations
—
198,740
Total liabilities
1,437,233
1,057,403
Commitments and contingencies (see Note 12)
Redeemable noncontrolling interests of discontinued operations
—
67,627
Madison Square Garden Sports Corp. Stockholders’ Equity:
Class A Common stock, par value $0.01, 120,000 shares authorized; 19,466 and 19,229 shares outstanding as of June 30, 2020 and 2019, respectively
204
204
Class B Common stock, par value $0.01, 30,000 shares authorized; 4,530 shares outstanding as of June 30, 2020 and 2019
45
45
Preferred stock, par value $0.01, 15,000 shares authorized; none outstanding as of June 30, 2020 and 2019
—
—
Additional paid-in capital
5,940
2,845,961
Treasury stock, at cost, 982 and 1,219 shares as of June 30, 2020 and 2019, respectively
( 167,431
)
( 207,790
)
Retained earnings (accumulated deficit)
( 43,605
)
29,003
Accumulated other comprehensive income (loss)
( 2,139
)
( 46,923
)
Total Madison Square Garden Sports Corp. stockholders’ equity
( 206,986
)
2,620,500
Nonredeemable noncontrolling interests
3,551
18,260
Total equity
( 203,435
)
2,638,760
Total liabilities, redeemable noncontrolling interests and equity
$
1,233,798
$
3,763,790
See accompanying notes to consolidated financial statements.
F- 6
Table of Contents
MADISON SQUARE GARDEN SPORTS CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Years Ended June 30,
2020
2019
2018
Revenues (a)
$
603,319
$
729,404
$
712,415
Operating expenses:
Direct operating expenses (b)
359,970
440,081
419,069
Selling, general and administrative expenses (c)
319,675
327,441
290,718
Depreciation and amortization
17,540
20,077
20,807
Operating loss
( 93,866
)
( 58,195
)
( 18,179
)
Other income (expense):
Interest income
700
1,191
901
Interest expense
( 4,461
)
( 4,970
)
( 3,492
)
Miscellaneous income (expense), net
( 421
)
1,333
( 518
)
( 4,182
)
( 2,446
)
( 3,109
)
Loss from continuing operations before income taxes
( 98,048
)
( 60,641
)
( 21,288
)
Income tax benefit (expense)
( 20,593
)
12,619
59,392
Income (loss) from continuing operations
( 118,641
)
( 48,022
)
38,104
Income (loss) from discontinued operations, net of taxes
( 90,222
)
44,905
96,344
Net income (loss)
( 208,863
)
( 3,117
)
134,448
Less: Net loss attributable to nonredeemable noncontrolling interests from continuing operations
( 2,342
)
( 2,300
)
( 2,136
)
Less: Net loss attributable to redeemable noncontrolling interests from discontinued operations
( 24,013
)
( 7,299
)
( 628
)
Less: Net loss attributable to nonredeemable noncontrolling interests from discontinued operations
( 120
)
( 4,945
)
( 4,382
)
Net income (loss) attributable to Madison Square Garden Sports Corp.’s stockholders
$
( 182,388
)
$
11,427
$
141,594
Basic
Continuing operations
$
( 4.86
)
$
( 1.92
)
$
1.70
Discontinued operations
( 2.76
)
2.40
4.29
Basic earnings (loss) per common share attributable to Madison Square Garden Sports Corp.’s stockholders
$
( 7.62
)
$
0.48
$
5.99
Diluted
Continuing operations
$
( 4.86
)
$
( 1.91
)
$
1.69
Discontinued operations
( 2.76
)
2.39
4.25
Diluted earnings (loss) per common share attributable to Madison Square Garden Sports Corp.’s stockholders
$
( 7.62
)
$
0.48
$
5.94
Weighted-average number of common shares outstanding:
Basic
23,942
23,767
23,639
Diluted
23,942
23,900
23,846
_________________
(a)
Include revenues from related parties of $ 138,881 , $ 148,207 and $ 142,319 for the years ended June 30, 2020 , 2019 and 2018 , respectively.
(b)
Include net charges to related parties of $ 77 , $ 311 and $ 310 for the years ended June 30, 2020 , 2019 and 2018 , respectively.
(c)
Include net charges from (to) related parties of $ 3,380 , $( 10,744 ) and $( 9,884 ) for the years ended June 30, 2020 , 2019 and 2018 , respectively.
See accompanying notes to consolidated financial statements.
F- 7
Table of Contents
MADISON SQUARE GARDEN SPORTS CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
Years Ended June 30,
2020
2019
2018
Net income (loss)
$
( 208,863
)
$
( 3,117
)
$
134,448
Other comprehensive loss, before income taxes:
Pension plans and postretirement plan:
Net unamortized gains (losses) arising during the period
$
( 321
)
$
( 2,565
)
$
( 3,415
)
Amounts reclassified from accumulated other comprehensive loss:
Amortization of net actuarial loss included in net periodic benefit cost
935
1,286
1,319
Amortization of net prior service credit included in net periodic benefit cost
—
( 7
)
( 37
)
Settlement loss
67
681
52
( 1,234
)
87
( 2,046
)
Cumulative translation adjustments
( 4,809
)
( 4,341
)
( 502
)
Net changes related to available-for-sale securities
—
—
( 12,095
)
Other comprehensive loss, before income taxes
( 4,128
)
( 5,575
)
( 14,643
)
Income tax benefit (expense) related to items of other comprehensive loss
—
—
—
Other comprehensive loss, net of income taxes
( 4,128
)
( 5,575
)
( 14,643
)
Comprehensive income (loss)
( 212,991
)
( 8,692
)
119,805
Less: Comprehensive loss attributable to nonredeemable noncontrolling interests from continuing operations
( 2,342
)
( 2,300
)
( 2,136
)
Less: Comprehensive loss attributable to redeemable noncontrolling interests from discontinued operations
( 24,013
)
( 7,299
)
( 628
)
Less: Comprehensive loss attributable to nonredeemable noncontrolling interests from discontinued operations
( 120
)
( 4,945
)
( 4,382
)
Comprehensive income (loss) attributable to Madison Square Garden Sports Corp.’s stockholders
$
( 186,516
)
$
5,852
$
126,951
See accompanying notes to consolidated financial statements.
F- 8
Table of Contents
MADISON SQUARE GARDEN SPORTS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Years Ended June 30,
2020
2019
2018
Cash flows from operating activities:
Net income (loss)
$
( 208,863
)
$
( 3,117
)
$
134,448
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization
93,362
119,193
122,486
Impairment of intangibles, long-lived assets and goodwill
102,211
—
—
Share-based compensation expense
56,996
59,474
47,563
(Earnings) loss in equity method investments, net of income distributions
3,901
( 6,312
)
7,770
Provision for (benefit from) deferred income taxes
( 8,033
)
150
( 117,311
)
Purchase accounting adjustments associated with rent-related intangibles and deferred rent
4,621
4,240
4,628
Unrealized loss on equity investment with readily determinable fair value
3,562
3,496
—
Provision for doubtful accounts
7,170
1,426
647
Loss on extinguishment of debt including deferred financing costs
—
3,977
—
Other non-cash adjustments
469
( 1,322
)
( 686
)
Change in assets and liabilities, net of acquisitions:
Accounts receivable, net
( 36,758
)
2,734
2,435
Net related party receivables
( 1,611
)
( 916
)
2,147
Prepaid expenses and other assets
( 60,774
)
( 26,080
)
16,371
Accounts payable
( 5,656
)
( 3,930
)
5,067
Net related party payables
22,589
5,545
( 3,901
)
Accrued and other liabilities
( 42,974
)
23,716
( 28,424
)
Collections due to promoters
15,924
( 22,301
)
17,113
Deferred revenue
60,584
1,280
7,276
Operating lease right-of-use assets and lease liabilities
( 3,152
)
—
—
Net cash provided by operating activities
3,568
161,253
217,629
Cash flows from investing activities:
Capital expenditures, net of acquisitions
( 362,475
)
( 188,834
)
( 191,914
)
Proceeds from insurance recoveries
476
—
—
Payments for acquisition of assets
( 1,000
)
—
—
Purchase of short-term investments
( 405,935
)
( 112,693
)
—
Proceeds from maturity of short-term investments
176,661
—
—
Payments for acquisition of businesses, net of cash acquired
—
—
( 8,288
)
Payments for acquisition of assets
—
—
( 6,000
)
Investments and loans to nonconsolidated affiliates
( 75
)
( 52,707
)
( 11,255
)
Proceeds from sales of nonconsolidated affiliates
18,000
125,750
—
Loan repayments received from nonconsolidated affiliates
—
—
36,600
Loan repayment received from subordinated debt
58,735
4,765
—
Cash received / (paid) for notes receivable
750
( 9,176
)
( 1,500
)
Net cash used in investing activities
( 514,863
)
( 232,895
)
( 182,357
)
See accompanying notes to consolidated financial statements.
F- 9
Table of Contents
MADISON SQUARE GARDEN SPORTS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(in thousands)
Years Ended June 30,
2020
2019
2018
Cash flows from financing activities:
Repurchases of common stock
—
—
( 11,830
)
Cash distributed with MSG Entertainment
( 827,076
)
—
—
Taxes paid in lieu of shares issued for equity-based compensation
( 26,777
)
( 19,525
)
( 34,393
)
Noncontrolling interest capital contributions
4,000
6,310
4,000
Distributions to noncontrolling interest holders
( 535
)
( 2,186
)
( 4,124
)
Loans from noncontrolling interest holders
—
606
—
Payment of contingent consideration
( 200
)
—
( 4,000
)
Proceeds from revolving credit facilities
350,000
—
—
Proceeds from loan facility
—
40,000
—
Proceeds from revolving credit facility
—
15,000
—
Repayment of revolving credit facility
( 15,000
)
—
—
Repayment on long-term debt
( 5,000
)
( 109,312
)
( 688
)
Payments for extinguishment of debt
—
( 1,151
)
—
Payments for financing costs
—
( 1,488
)
( 62
)
Net cash used in financing activities
( 520,588
)
( 71,746
)
( 51,097
)
Effect of exchange rates on cash, cash equivalents and restricted cash
4,655
4,669
331
Net decrease in cash, cash equivalents and restricted cash
( 1,027,228
)
( 138,719
)
( 15,494
)
Cash, cash equivalents and restricted cash from continuing operations, beginning of period
25,836
25,366
30,206
Cash, cash equivalents and restricted cash from discontinued operations, beginning of period
1,092,065
1,231,254
1,241,908
Cash, cash equivalents and restricted cash at beginning of period
1,117,901
1,256,620
1,272,114
Cash, cash equivalents and restricted cash from continuing operations, end of period
90,673
25,836
25,366
Cash, cash equivalents and restricted cash from discontinued operations, end of period
—
1,092,065
1,231,254
Cash, cash equivalents and restricted cash at end of period
$
90,673
$
1,117,901
$
1,256,620
Non-cash investing and financing activities:
Investments and loans to nonconsolidated affiliates
$
—
$
—
$
16
Non-cash acquisition of additional redeemable noncontrolling interests
37,715
—
—
Capital expenditures incurred but not yet paid
104,154
35,026
9,688
Tenant improvement paid by landlord
195
14,528
—
Share-based compensation capitalized in property and equipment
4,011
3,946
—
Accrued earn-out liability and other contingencies
—
—
4,573
Acquisition of assets not yet paid
—
500
3,000
See accompanying notes to consolidated financial statements.
F- 10
Table of Contents
MADISON SQUARE GARDEN SPORTS CORP.
CONSOLIDATED STATEMENTS OF EQUITY
AND REDEEMABLE NONCONTROLLING INTERESTS
(in thousands)
Common
Stock
Issued
Additional
Paid-In
Capital
Treasury
Stock
Accumulated Deficit
Accumulated
Other
Comprehensive
Loss
Total Madison Square Garden Sports Corp. Stockholders ’ Equity
Nonredeemable
Noncontrolling
Interests
Total Equity
Redeemable Noncontrolling Interests
Balance as of June 30, 2017
$
249
$
2,832,516
$
( 242,077
)
$
( 148,410
)
$
( 34,115
)
$
2,408,163
$
11,698
$
2,419,861
$
80,630
Adoption of ASU No. 2016-09
—
2,403
—
( 2,403
)
—
—
—
—
—
Adoption of ASU No. 2018-02
—
—
—
( 1,840
)
1,840
—
—
—
—
Net income (loss)
—
—
—
141,594
—
141,594
( 6,518
)
135,076
( 628
)
Other comprehensive loss
—
—
—
—
( 14,643
)
( 14,643
)
—
( 14,643
)
—
Comprehensive income (loss)
—
—
—
—
—
126,951
( 6,518
)
120,433
( 628
)
Share-based compensation
—
47,592
—
—
—
47,592
—
47,592
—
Tax withholding associated with shares issued for equity-based compensation
—
( 34,393
)
—
—
—
( 34,393
)
—
( 34,393
)
—
Common stock issued under stock incentive plans
—
( 30,245
)
30,245
—
—
—
—
—
—
Repurchases of common stock
—
—
( 11,830
)
—
—
( 11,830
)
—
( 11,830
)
—
Distributions to noncontrolling interest holders
—
—
—
—
—
—
( 806
)
( 806
)
( 3,318
)
Noncontrolling interests from acquisitions
—
—
—
—
—
—
8,182
8,182
—
Contribution of joint venture interests
—
—
—
—
—
—
4,996
4,996
—
Balance as of June 30, 2018
$
249
$
2,817,873
$
( 223,662
)
$
( 11,059
)
$
( 46,918
)
$
2,536,483
$
17,552
$
2,554,035
$
76,684
See accompanying notes to consolidated financial statements.
F- 11
Table of Contents
MADISON SQUARE GARDEN SPORTS CORP.
CONSOLIDATED STATEMENTS OF EQUITY
AND REDEEMABLE NONCONTROLLING INTERESTS (Continued)
(in thousands)
Common
Stock
Issued
Additional
Paid-In
Capital
Treasury
Stock
Retained Earnings (Accumulated Deficit)
Accumulated
Other
Comprehensive
Loss
Total Madison Square Garden Sports Corp. Stockholders ’ Equity
Nonredeemable
Noncontrolling
Interests
Total Equity
Redeemable Noncontrolling Interests
Balance as of June 30, 2018
$
249
$
2,817,873
$
( 223,662
)
$
( 11,059
)
$
( 46,918
)
$
2,536,483
$
17,552
$
2,554,035
$
76,684
Adoption of ASU No. 2016-01
—
—
—
( 5,570
)
5,570
—
—
—
—
Adoption of ASC Topic 606
—
—
—
34,205
—
34,205
—
34,205
—
Net income (loss)
—
—
—
11,427
—
11,427
( 7,245
)
4,182
( 7,299
)
Other comprehensive loss
—
—
—
—
( 5,575
)
( 5,575
)
—
( 5,575
)
—
Comprehensive income (loss)
—
—
—
—
—
5,852
( 7,245
)
( 1,393
)
( 7,299
)
Share-based compensation
—
63,420
—
—
—
63,420
—
63,420
—
Tax withholding associated with shares issued for equity-based compensation
—
( 19,525
)
—
—
—
( 19,525
)
—
( 19,525
)
—
Common stock issued under stock incentive plans
—
( 15,872
)
15,872
—
—
—
—
—
—
Distributions to noncontrolling interest holders
—
—
—
—
—
—
( 428
)
( 428
)
( 1,758
)
Noncontrolling interests from acquisition
—
—
—
—
—
—
8,446
8,446
—
Contribution of joint venture interests
—
65
—
—
—
65
( 65
)
—
—
Balance as of June 30, 2019
$
249
$
2,845,961
$
( 207,790
)
$
29,003
$
( 46,923
)
$
2,620,500
$
18,260
$
2,638,760
$
67,627
See accompanying notes to consolidated financial statements.
F- 12
Table of Contents
MADISON SQUARE GARDEN SPORTS CORP.
CONSOLIDATED STATEMENTS OF EQUITY
AND REDEEMABLE NONCONTROLLING INTERESTS (Continued)
(in thousands)
Common
Stock
Issued
Additional
Paid-In
Capital
Treasury
Stock
Retained Earnings (Accumulated Deficit)
Accumulated
Other
Comprehensive
Loss
Total Madison Square Garden Sports Corp. Stockholders ’ Equity
Nonredeemable
Noncontrolling
Interests
Total Equity
Redeemable Noncontrolling Interests
Balance as of June 30, 2019
$
249
$
2,845,961
$
( 207,790
)
$
29,003
$
( 46,923
)
$
2,620,500
$
18,260
$
2,638,760
$
67,627
Net loss
—
—
—
( 182,388
)
—
( 182,388
)
( 2,462
)
( 184,850
)
( 24,013
)
Other comprehensive loss
—
—
—
—
( 4,128
)
( 4,128
)
—
( 4,128
)
—
Comprehensive loss
—
—
—
—
—
( 186,516
)
( 2,462
)
( 188,978
)
( 24,013
)
Share-based compensation
—
61,007
—
—
—
61,007
—
61,007
—
Tax withholding associated with shares issued for equity-based compensation
—
( 26,777
)
—
—
—
( 26,777
)
—
( 26,777
)
—
Common stock issued under stock incentive plans
—
( 22,906
)
22,906
—
—
—
—
—
—
Noncontrolling interest non-cash acquisition
—
20,262
17,453
—
—
37,715
—
37,715
( 37,715
)
Distributions to noncontrolling interest holders
—
—
—
—
—
—
( 535
)
( 535
)
—
Noncontrolling interests from acquisition
—
( 1,424
)
—
—
—
( 1,424
)
1,424
—
—
Contribution of joint venture interests
—
—
—
—
—
—
3,709
3,709
—
Redeemable noncontrolling interest adjustment to redemption fair value
—
( 16,939
)
—
—
—
( 16,939
)
—
( 16,939
)
16,939
Distribution of Madison Square Garden Entertainment Corp.
—
( 2,853,244
)
—
109,780
48,912
( 2,694,552
)
( 16,845
)
( 2,711,397
)
( 22,838
)
Balance as of June 30, 2020
$
249
$
5,940
$
( 167,431
)
$
( 43,605
)
$
( 2,139
)
$
( 206,986
)
$
3,551
$
( 203,435
)
$
—
See accompanying notes to consolidated financial statements.
F- 13
Table of Contents
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
All amounts included in the following Notes to Consolidated Financial Statements are presented in thousands, except per share data or as otherwise noted.
Note 1 . Description of Business and Basis of Presentation
Description of Business
Madison Square Garden Sports Corp., formerly The Madison Square Garden Company (together with its subsidiaries, the “Company” or “ MSG Sports ”) owns and operates a portfolio assets featuring some of the most recognized teams in all of sports, including the New York Knickerbockers (“Knicks”) of the National Basketball Association (“NBA”) and the New York Rangers (“Rangers”) of the National Hockey League (“NHL”). Both the Knicks and the Rangers play their home games in Madison Square Garden Arena (“The Garden”). The Company’s other professional franchises include two development league teams — the Hartford Wolf Pack of the American Hockey League (“AHL”) and the Westchester Knicks of the NBA G League (“NBAGL”). These professional sports franchises are collectively referred to herein as the “sports teams.” During the periods prior to fiscal year 2020, MSG Sports also included the New York Liberty (the “Liberty”) of the Women’s National Basketball Association (the “WNBA”), which was sold in January 2019. In addition, the Company owns Knicks Gaming, an esports franchise that competes in the NBA 2K League, as well as a controlling interest in Counter Logic Gaming (“ CLG ”), a North American esports organization. The Company also operates two professional sports team performance centers — the Madison Square Garden Training Center in Greenburgh, NY and the CLG Performance Center in Los Angeles, CA. CLG and Knicks Gaming are collectively referred to herein as the “esports teams,” and together with the sports teams, the “teams.”
The Company operates and reports financial information in one segment. The Company’s decision to report in one segment is based upon its internal organizational structure; the manner in which its operations are managed; the criteria used by the Company’s Executive Chairman, its Chief Operating Decision Maker (“CODM”), to evaluate segment performance. The Company’s CODM reviews total company operating results to assess overall performance and allocate resources.
The Company was incorporated on March 4, 2015 as an indirect, wholly-owned subsidiary of MSG Networks Inc. (“ MSG Networks ”). All the outstanding common stock of the Company was distributed to MSG Networks shareholders (the “ MSGS Distribution ”) on September 30, 2015 (the “ MSGS Distribution Date ”).
On April 17, 2020 (the “ MSGE Distribution Date ”), the Company distributed all of the outstanding common stock of Madison Square Garden Entertainment Corp. (formerly MSG Entertainment Spinco, Inc., and referred to herein as “ MSG Entertainment ”) to its stockholders (the “ MSGE Distribution ”). MSG Entertainment owns, directly or indirectly, the entertainment business previously owned and operated by the Company through its MSG Entertainment business segment and the sports booking business previously owned and operated by the Company through its MSG Sports business segment. In the MSGE Distribution, (a) each holder of the Company’s Class A common stock received one share of MSG Entertainment Class A common stock, par value $ 0.01 per share, for every share of the Company’s Class A common stock held of record as of the close of business, New York City time, on April 13, 2020 (the “ Record Date ”), and (b) each holder of the Company’s Class B common stock received one share of MSG Entertainment Class B common stock, par value $ 0.01 per share, for every share of the Registrant’s Class B common stock held of record as of the close of business, New York City time, on the Record Date.
Reclassifications
Assets and liabilities related to the MSGE Distribution on the Company’s consolidated balance sheet as of June 30, 2019 have been reclassified as assets and liabilities of discontinued operations (see Note 3 ). All assets and liabilities related to discontinued operations are excluded from the footnotes unless otherwise noted. In addition, the historical results of Madison Square Garden Entertainment Corp. have been reflected in the accompanying statements of operations for the years ended June 30, 2020, 2019 and 2018 as discontinued operations.
Impact of COVID-19
On March 11 and 12, 2020, the NBA and NHL, respectively, suspended their 2019-20 seasons due to COVID-19. At the time the seasons were suspended, the Knicks had 16 games remaining, including eight home games, and the Rangers had 12 games remaining, including five home games. On May 26, 2020, the NHL announced return-to-play plans for 24 teams which began August 1, 2020. The Rangers were among the teams that returned to play in a 24-team tournament. On June 4, 2020, the NBA announced plans to resume play on July 30, 2020 with 22 teams. The Knicks were not among the teams that returned to competition. These disruptions have materially impacted the Company’s revenues and the Company is recognizing materially less revenues across a number of areas. Those areas include: ticket sales; media rights fees; the Company’s share of suite licenses; sponsorships; signage and in-venue advertising at The Garden; and food, beverage and merchandise sales for home games played at The Garden. The Company will not earn certain of these revenues until the Knicks and the Rangers again play
F- 14
Table of Contents
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
home games at The Garden with fans in attendance. In addition, as a result of government-mandated assembly limitations and closures, no events are currently permitted to be held at The Garden where the Knicks and Rangers play their home games, and some or all of these mandated restrictions may remain in effect even after the NBA and/or NHL resume their games.
While the Company currently has the ability to reduce certain operating expenses as a result of the disruptions caused by COVID-19, including (i) rent payments to MSG Entertainment under the Arena License Agreements while The Garden remains closed, (ii) NBA league assessments and day-of-game expenses for the Knicks and Rangers games, (iii) reduction in headcount and a companywide hiring freeze and (iv) certain other selling, general and administrative and discretionary expenses, those expense reduction opportunities will not fully offset revenue losses.
The Knicks and Rangers are not currently required to pay license fees to MSG Entertainment under the Arena License Agreements while The Garden is closed due to the government mandated suspension of events as a result of COVID-19. If The Garden reopens without capacity limitations, future monthly rent payments due under the Arena License Agreements will be payable by the Knicks and the Rangers, even if the NBA or NHL seasons do not resume simultaneously or at all. If the Knicks or Rangers play games at The Garden subject to government mandated capacity constraints due to COVID-19, the applicable rent for such periods will be reduced by up to 80 % depending on the size of the capacity constraint.
The Company believes, however, that it has sufficient liquidity, including approximately $ 78,000 in unrestricted cash and cash equivalents as of June 30, 2020, along with available borrowing capacity under existing credit facilities, to fund its operations and repay its outstanding debt that becomes due over the next 12 months. The Company expects to refinance the Knicks Revolving Credit Facility, as defined in Note 13 , (which is currently due on September 30, 2021) and the Rangers Revolving Credit Facility, as defined in Note 13 (which is currently due on January 25, 2022) prior to the maturity thereof. If we were not able to do so, $ 350,000 of indebtedness outstanding as of June 30, 2020 (plus any amount borrowed under the DDTL Facilities, as define in Note 13 ) will be due during fiscal year 2022.
Additionally, as a result of operating disruptions due to COVID-19, the Company’s projected cash flows were directly impacted. As a result of this disruption along with the macroeconomic industry and market conditions, the Company performed impairment test of goodwill identifiable indefinite-lived intangible assets and determined that there were no impairments identified. However, the duration and impact of the COVID-19 pandemic may result in future impairment charges that management will evaluate as facts and circumstances evolve through time.
Note 2 . Summary of Significant Accounting Policies
Principles of Consolidation
The Company reports on a fiscal year basis ending on June 30 th . In these consolidated financial statements, the years ended on June 30, 2020 , 2019 , and 2018 are referred to as “fiscal year 2020 ”, “fiscal year 2019 ”, and “fiscal year 2018 ”, respectively. The consolidated financial statements of the Company include the accounts of Madison Square Garden Sports Corp. and its subsidiaries. For consolidated subsidiaries where the Company’s ownership is less than 100%, the relevant amounts attributable to investors other than the Company are reflected under “Nonredeemable noncontrolling interests,” “Net income (loss) attributable to nonredeemable noncontrolling interests” and “Comprehensive income (loss) attributable to nonredeemable noncontrolling interests” on the accompanying consolidated balance sheets, consolidated statements of operations and consolidated statements of comprehensive income (loss), respectively. All significant intracompany transactions and accounts within the Company’s consolidated financial statements have been eliminated.
Use of Estimates
The preparation of the accompanying financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of accounts receivable, goodwill, intangible assets, other long-lived assets, deferred tax valuation allowance, tax accruals and other liabilities. In addition, estimates are used in revenue recognition, revenue sharing expense (net of escrow), luxury tax expense, income tax expense, performance and share-based compensation, depreciation and amortization, litigation matters and other matters, as well as in the valuation of contingent consideration and noncontrolling interests resulting from business combination transactions. Management believes its use of estimates in the financial statements to be reasonable.
F- 15
Table of Contents
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Management evaluates its estimates on an ongoing basis using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time and as such these estimates may ultimately differ from actual results. Changes in estimates resulting from weakness in the economic environment or other factors beyond the Company’s control could be material and would be reflected in the Company’s financial statements in future periods.
Revenue Recognition
See Note 4 for details of accounting policies related to revenue recognition and other disclosures required under Accounting Standards Codification (“ASC”) Topic 606. The Company adopted ASC Topic 606 on July 1, 2018, using the modified retrospective method for all contracts not completed as of the date of adoption.
Direct Operating Expenses
After the MSGE Distribution Date , Direct operating expenses include compensation expense for the Company’s professional sports teams’ players and certain other team personnel, as well as NBA luxury tax, if applicable, NBA and NHL revenue sharing (net of escrow) and league assessments for the Company, event costs related to the presentation and production of the Company’s sporting events and other operating expenses, including expenses related to the Arena License Agreements which require the Company to pay arena license fees to MSG Entertainment in exchange for the right to use The Garden for games of the Knicks and Rangers for a 35 -year term.
Player Costs and Other Team Personnel Transactions, NBA Luxury Tax, NBA and NHL Escrow System/Revenue Sharing, League Assessments, and Arena License Expenses
Player Costs and Other Team Personnel Transactions
Costs incurred to acquire player contracts, including signing bonuses, are deferred and amortized over the applicable NBA or NHL regular season on a straight-line basis over the fixed contract period of the respective player. The NBA and NHL seasons are typically from mid-October through mid-April and October through mid-April, respectively. Annual contractual player salaries are expensed over the applicable NBA, NHL or WNBA regular season typically on a straight-line basis. In certain player contracts the annual contractual salary amounts (including any applicable signing bonuses) may fluctuate such that expensing the salary for the entire fixed contract period on a straight-line basis over each regular season more appropriately reflects the economic benefit of the services provided.
In instances where a player sustains what is deemed to be a season-ending or career-ending injury, a provision is recorded, when that determination can be reasonably made, for the remainder of the player’s seasonal or contractual salary and related costs, together with any associated NBA luxury tax, net of any anticipated insurance recoveries. When players are traded, waived or contracts are terminated, any remaining unamortized signing bonuses and prepaid salaries are expensed to current operations. Amounts due to these individuals are generally paid over their remaining contract terms. Team personnel contract termination costs are recognized in the period in which those events occur. See Note 6 for further discussion of significant team personnel transactions.
The NBA and NHL each have collective bargaining agreements (each a “CBA”) with the respective league’s players association, to which the Company is subject. The NBA CBA expires after the 2023-24 season (although the NBA and the National Basketball Players Association (“NBPA”) each have the right to terminate the CBA following the 2022-23 season). In addition, the NBA and the NBPA currently have the right to terminate the CBA through October 15, 2020 (unless extended). The current NHL CBA was set to expire on September 15, 2022, but the NHL and NHL Players’ Association (“NHLPA”) have recently agreed on terms by which the CBA will be extended through and including September 15, 2026 (with the possibility of an additional one year extension in certain circumstances). See Note 21 for summary of the principal aspects of the new NHL CBA and revenue sharing plan.
The NBA CBA contains a salary floor (i.e., a floor on each team’s aggregate player salaries with a requirement that the team pay any deficiency to the players on its roster) and a “soft” salary cap (i.e., a cap on each team’s aggregate player salaries but with certain exceptions that enable teams to pay more, sometimes substantially more, than the cap). The NHL CBA provides for a salary floor (i.e., a floor on each team’s aggregate player salaries) and a “hard” salary cap (i.e., teams may not exceed a stated maximum, which has been adjusted each season thereafter based upon league-wide revenues).
F- 16
Table of Contents
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NBA Luxury Tax
Amounts in this paragraph are in thousands, except for luxury tax rates.
The NBA CBA generally provides for a luxury tax that is applicable to all teams with aggregate player salaries exceeding a threshold that is set prior to each season based upon projected league-wide revenues (as defined under the CBA). The luxury tax rates for teams with aggregate player salaries above such threshold start at $1.50 for each $1.00 of team salary above the threshold up to $5,000 and scale up to $3.25 for each $1.00 of team salary that is from $15,000 to $20,000 over the threshold, and an additional tax rate increment of $0.50 applies for each additional $5,000 (or part thereof) of team salary in excess of $20,000 over the threshold. In addition, for teams that are taxpayers in at least three of four previous seasons, the above tax rates are increased by $1.00 for each increment. Fifty percent of the aggregate luxury tax payments is a funding source for the revenue sharing plan and the remaining 50% of such payments is distributed in equal shares to non-taxpaying teams. The Company recognizes the estimated amount associated with luxury tax expense or the amount it expects to receive as a non-tax paying team, if applicable, on a straight-line basis over the NBA regular season as a component of direct operating expenses.
NBA and NHL Escrow System/Revenue Sharing
The NBA CBA also provides that players collectively receive a designated percentage of league-wide revenues (net of certain direct expenses) as compensation (approximately 51%), and the teams retain the remainder. The percentage of league-wide revenues paid as compensation and retained by the teams does not apply evenly across all teams and accordingly the Company may pay its players a higher or lower percentage of the Knicks’ revenues than other NBA teams. Throughout each season, NBA teams withhold 10% of each player’s salary and contribute the withheld amounts to an escrow account. If the league’s aggregate player compensation exceeds the designated percentage of league-wide revenues, some or all of such escrowed amounts are distributed equally to all NBA teams. In the event that the league’s aggregate player compensation is below the designated percentage of league-wide revenues, the teams will remit the shortfall to the NBPA for distribution to the players.
The NBA also has a revenue sharing plan that generally requires the distribution of a pool of funds to teams with below-average net revenues (as defined in the plan), subject to reduction or elimination based on individual team market size and profitability. The plan is funded by a combination of disproportionate contributions from teams with above-average net revenues, subject to certain profit-based limits (each as defined in the plan); 50% of aggregate league-wide luxury tax proceeds; and collective league sources, if necessary. Additional amounts may also be distributed on a discretionary basis, funded by assessments on playoff ticket revenues and through collective league sources.
The NHL CBA provides that each season the players receive as player compensation 50% of that season’s league-wide revenues. Because the aggregate amount to be paid to the players is based upon league-wide revenues and not on a team-by-team basis, the Company may pay its players a higher or lower percentage of the Rangers’ revenues than other NHL teams pay of their own revenues. In order to implement the salary cap system, NHL teams withhold a portion of each player’s salary and contribute the withheld amounts to an escrow account. If the league’s aggregate player compensation for a season exceeds the designated percentage (50%) of that season’s league-wide revenues, the excess is retained by the league. Any such excess funds are distributed to all teams in equal shares. As of July 2020, the NHL CBA limits the amount of deductions to be withheld from player salaries each year. If annual excess deductions from player salaries are insufficient to limit league-wide player salaries to 50% of that season’s league-wide revenues, any shortfall will be carried forward to future seasons and remain due from the players to the league.
The NHL CBA provides for a revenue sharing plan which generally requires the distribution of a pool of funds approximating 6.055% of league-wide revenues to certain qualifying lower-revenue teams. Under the NHL CBA, the pool is funded as follows: (a) 50% from contributions by the top ten revenue earning teams (based on preseason and regular season revenues) in accordance with a formula; (b) then from payments by teams participating in the playoffs, with each team contributing 35% of its gate receipts for each home playoff game; and (c) the remainder from centrally-generated NHL sources. The Rangers are consistently among the top ten revenue teams and, accordingly, have consistently contributed to the top ten revenue teams component of the plan.
The Company recognizes the amount of its estimated revenue sharing expense associated with the preseason and regular season, net of the amount the Company expects to receive from the escrow, on a straight-line basis over the applicable NBA and NHL seasons as a component of direct operating expenses. In years when the Knicks or Rangers participate in the playoffs, the Company recognizes its estimate of the playoff revenue sharing contribution in the periods when the playoffs occur.
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League Assessments
As members of the NBA and NHL, the Knicks and Rangers, respectively, are also subject to annual league assessments. The governing bodies of each league determine the amount of each season’s league assessments that are required from each member team. The Company recognizes its teams’ estimated league assessments on a straight-line basis over the applicable NBA or NHL season.
Arena License Expenses
The Knicks and the Rangers play their home games at The Garden pursuant to the Arena License Agreements with MSG Entertainment , which owns and operates The Garden. The Arena License Agreements are viewed as a continuation of an existing pre-spin relationship where the Knicks and Rangers used The Garden through an inter-company cost-sharing arrangement. Prior to the MSGE Distribution , the Company allocated certain costs to the MSG Sports business segment, and attributed direct costs (See Note 3 ). Generally, the financial statements reflect the monthly payments made for the Arena License Agreements throughout the contract year in equal installments, and straight-line rent expense recorded by each team equally over the home game days as each takes place. In the event a team were to qualify for the playoffs in a given season, a prospective adjustment may be recorded to adjust for the additional use days within that season, while the total expense for the team’s season would remain the same. However, the teams are not required to pay the license fee during the period in which The Garden is unavailable for home games due to a force majeure event, and the teams have not made any payments or incurred any arena license expense for the year ended June 30, 2020. See Note 9 for more information on the accounting for leases.
Advertising Expenses
Advertising costs are typically charged to expense when incurred , Total advertising costs classified in direct operating and selling, general and administrative expenses were $ 3,064 , $ 4,381 and $ 1,516 for the years ended June 30, 2020 , 2019 and 2018 , respectively.
Income Taxes
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC Topic 740”). The Company’s provision for income taxes is based on current period income, changes in deferred tax assets and liabilities and changes in estimates with regard to uncertain tax positions. Deferred tax assets are subject to an ongoing assessment of realizability. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company’s ability to realize its deferred tax assets depends upon the generation of sufficient future taxable income to allow for the realization of its deductible temporary differences. If such estimates and related assumptions change in the future, the Company may be required to record valuation allowances against its deferred tax assets, resulting in additional income tax expense in the Company’s consolidated statements of operations.
Interest and penalties, if any, associated with uncertain tax positions are included in income tax expense.
Share-based Compensation
The Company measures the cost of employee services received in exchange for an award of equity-based instruments based on the grant date fair value of the award. Share-based compensation cost is recognized in earnings over the period during which an employee is required to provide service in exchange for the award, except for restricted stock units granted to non-employee directors which, unless otherwise provided under the applicable award agreement, are fully vested, and are expensed at the grant date. The Company accounts for forfeitures as they occur.
In addition, for the Company’s stock option awards, the Company applies the fair value recognition provisions of ASC Topic 718 “ Compensation — Stock Compensation ”. ASC Topic 718 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The Company determines the fair value as of the grant date. For awards with graded vesting conditions, the values of the awards are determined by valuing all vesting tranches in the aggregate as one award using an average expected term.
The Company determines its assumptions for option-pricing models in accordance with ASC Topic 718 and SEC Staff Accounting Bulletin (“SAB”) No. 107, “ Share-Based Payment ” based on the following:
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The expected term of stock options is estimated using the simplified method.
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The expected risk-free interest rate is based on the U.S. Treasury interest rate which term is consistent with the expected term of the stock options.
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The expected volatility is based on the historical volatility of the Company’s stock price.
In December 2007, the SEC staff issued SAB No. 110, “ Certain Assumptions Used In Valuation Methods — Expected Term ”. SAB No. 110 allows companies to continue to use the simplified method, as defined in SAB No. 107, to estimate the expected term of stock options under certain circumstances. The simplified method for estimating expected term uses the mid-point between the vesting term and the contractual term of the stock option. The Company has analyzed the circumstances in which the use of the simplified method is allowed. The Company has opted to use the simplified method for stock options the Company granted in fiscal years 2019 and 2018 because management believes that the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. See Note 15 for more information regarding the Company’s application of the simplified method for stock options the Company granted in fiscal year 2019.
Earnings (Loss) Per Common Share
Basic earnings (loss) per common share (“ EPS ”) attributable to the Company’s common stockholders is based upon net income (loss) attributable to the Company’s common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the effect of the assumed vesting of restricted stock units and exercise of stock options (see Note 15 ) only in the periods in which such effect would have been dilutive. For the periods when a net loss is reported, the computation of diluted EPS equals the basic EPS calculation since common stock equivalents were antidilutive due to losses from continuing operations. Holders of Class A Common Stock and Class B Common Stock are entitled to receive dividends equally on a per-share basis if and when such dividends are declared.
Cash and Cash Equivalents
The Company considers the balance of its investment in funds that substantially hold highly liquid securities that mature within three months or less from the date the fund purchases these securities to be cash equivalents. The carrying amount of cash and cash equivalents either approximates fair value due to the short-term maturity of these instruments or is at fair value. Checks outstanding in excess of related book balances are included in accounts payable in the accompanying consolidated balance sheets. The Company presents the change in these book cash overdrafts as cash flows from operating activities.
Restricted Cash
The Company’s restricted cash includes cash deposited in escrow accounts. Cash is required to be withheld from player salaries and deposited in an escrow account which is in the name of the Company pursuant to the NHL CBA. That escrow account will be distributed subsequent to the end of the season to the players and NHL teams based on the provisions of the NHL CBA. The carrying amount of restricted cash approximates fair value due to the short-term maturity of these instruments. Changes in restricted cash are reflected on the accompanying combined statement of cash flows in accordance with ASU No. 2016-18, Statement of Cash Flows (Topic 230), which is included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the Company’s consolidated and combined statements of cash flows.
Accounts Receivable
Accounts receivable is recorded at net realizable value. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivables. The allowance for doubtful accounts is estimated based on the Company’s analysis of receivables aging, specific identification of certain receivables that are at risk of not being paid, past collection experience and other factors. The Company’s allowance for doubtful accounts was $ 180 and $ 0 as of June 30, 2020 and 2019 , respectively.
Long-Lived and Indefinite-Lived Assets
The Company’s long-lived and indefinite-lived assets consist of property and equipment, right-of-use assets, goodwill, indefinite-lived intangible assets and amortizable intangible assets.
Property and equipment is stated at cost. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets or, with respect to leasehold improvements, amortized over the shorter of the lease term or the asset’s estimated useful life. The useful lives of the Company’s long-lived assets are based on estimates of the period over which the Company expects the assets to be of economic benefit to the Company. In estimating the useful lives, the Company considers factors such as, but
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not limited to, risk of obsolescence, anticipated use, plans of the Company, and applicable laws and permit requirements.
Identifiable intangible assets with finite useful lives are amortized on a straight-line basis over their respective estimated useful lives. Goodwill and identifiable intangible assets that have indefinite useful lives are not amortized.
Impairment of Long-Lived and Indefinite-Lived Assets
In assessing the recoverability of the Company’s long-lived and indefinite-lived assets, the Company must make estimates and assumptions regarding future cash flows and other factors to determine the fair value of the respective assets. These estimates and assumptions could have a significant impact on whether an impairment charge is recognized as well as the magnitude of any such charge. Fair value estimates are made at a specific point in time, based on relevant information. These estimates are subjective in nature and involve significant uncertainties and judgments and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. If these estimates or material related assumptions change in the future, the Company may be required to record impairment charges related to its long-lived and/or indefinite-lived assets.
Goodwill is tested annually for impairment as of August 31 st and at any time upon the occurrence of certain events or changes in circumstances. The Company has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. If the Company can support the conclusion that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would not need to perform a quantitative impairment test for that reporting unit. If the Company cannot support such a conclusion or the Company does not elect to perform the qualitative assessment, the first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company generally determines the fair value of a reporting unit using an income approach, such as the discounted cash flow method, in instances when it does not perform the qualitative assessment of goodwill. Subsequent to the adoption of ASU No. 2017-04 in the third quarter of fiscal year 2020, the amount of an impairment loss is measured as the amount by which a reporting unit’s carrying value exceeds its fair value determined in step one, not to exceed the carrying amount of goodwill. Prior to the adoption of ASU No. 2017-04, if the carrying amount of a reporting unit exceeded its fair value, the second step of the goodwill impairment test was performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compared the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeded the implied fair value of that goodwill, an impairment loss was recognized in an amount equal to that excess. The implied fair value of goodwill was determined in the same manner as the amount of goodwill that would be recognized in a business combination.
The Company performs its goodwill impairment test at the reporting unit level, which is the same as or one level below the operating segment level. Subsequent to the MSGE Distribution Date, the Company has one operating and reportable segment and one reporting unit for goodwill impairment testing purposes.
Identifiable indefinite-lived intangible assets are tested annually for impairment as of August 31 st and at any time upon the occurrence of certain events or substantive changes in circumstances. The Company has the option to perform a qualitative assessment to determine if an impairment is more likely than not to have occurred. In the qualitative assessment, the Company must evaluate the totality of qualitative factors, including any recent fair value measurements, that impact whether an indefinite-lived intangible asset other than goodwill has a carrying amount that more likely than not exceeds its fair value. The Company must proceed to conducting a quantitative analysis if the Company (i) determines that such an impairment is more likely than not to exist, or (ii) foregoes the qualitative assessment entirely. Under the quantitative assessment, the impairment test for identifiable indefinite-lived intangible assets consists of a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, then an impairment loss is recognized in an amount equal to that excess. The Company generally determines the fair value of an indefinite-lived intangible asset using an income approach, such as the relief from royalty method, in instances when it does not perform the qualitative assessment of the intangible asset.
For other long-lived assets, including right-of-use lease assets and intangible assets that are amortized, the Company evaluates assets for recoverability when there is an indication of potential impairment. If the undiscounted cash flows from a group of assets being evaluated is less than the carrying value of that group of assets, the fair value of the asset group is determined and the carrying value of the asset group is written down to fair value. The Company generally determines the fair value of a finite-lived intangible asset using an income approach, such as the discounted cash flow method.
As a result of operating disruptions due to COVID-19, the Company’s projected cash flows were directly impacted. This disruption along with the macroeconomic industry and market conditions, resulted in the evaluation of whether there was a “triggering event” as of June 30, 2020. Based on the assessment, management determined that it was not more likely than not
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that an impairment exists and there was no goodwill or intangible asset balance that was impaired as of June 30, 2020. However, the duration and impact of the COVID-19 pandemic may result in additional future impairment charges that management will evaluate as facts and circumstances evolve through time.
Contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
Contingent Consideration
The Company’s acquisition agreement for CLG included a contingent earn-out arrangement, which is based on the achievement of future operating targets.
The fair values of these earn-out arrangements are included as part of the purchase price of the acquired companies on their respective acquisition dates. For each transaction, the Company estimates the fair value of contingent earn-out payments as part of the initial purchase price and records the estimated fair value of contingent consideration that the Company expects to pay to the former owners as a liability in “Other accrued liabilities” and “Other liabilities” on the consolidated balance sheets.
The Company measures its contingent earn-out liabilities at fair value on a recurring basis using significant unobservable inputs classified within Level III of the fair value hierarchy, which can result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent earn-out obligation. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate and amount paid will be recorded in earnings as operating expense.
See Note 11 for more information regarding the fair value of the Company’s contingent consideration liabilities related to the acquisitions.
Defined Benefit Pension Plans and Other Postretirement Benefit Plan
As more fully described in Note 14 , prior to the MSGE Distribution the Company had both funded and unfunded defined benefit plans, as well as a contributory postretirement benefit plan, covering certain full-time employees and retirees. Currently, the Company has unfunded defined benefit plans, as well as a contributory postretirement benefit plan, covering certain full-time employees and retirees. The expense recognized by the Company is determined using certain assumptions, including the expected long-term rate of return and discount rates, among others. The Company recognizes the funded status of its defined benefit pension and other postretirement plans (other than multiemployer plans) as an asset or liability in the consolidated balance sheets and recognizes changes in the funded status in the year in which the changes occur through other comprehensive income (loss).
Fair Value Measurements
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels:
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Level I — Quoted prices for identical instruments in active markets.
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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.
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Level III — Instruments whose significant value drivers are unobservable.
Recently Adopted Accounting Pronouncements
In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) , which supersedes existing guidance on accounting for leases in ASC Topic 840, Leases. ASU No. 2016-02, among other things, requires (i) lessees to account for leases as either finance leases or operating leases and generally requires all leases to be recorded on the balance sheet, including those leases classified as operating leases under previous accounting guidance, through the recognition of right-of-use assets and corresponding lease liabilities and (ii) extensive
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qualitative and quantitative disclosures about leasing activities. The accounting applied by a lessor is largely unchanged from that applied under previous accounting guidance. In January 2018, the FASB issued ASU No. 2018-01, Leases (Topic 842) - Land Easement Practical Expedient for Transition to Topic 842 , which provides a lessee or lessor the option to not assess at transition whether existing land easements, not currently accounted for as leases under the current lease guidance, should be treated as leases under the new standard. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases and ASU No. 2018-11, Leases (Topic 842) Targeted improvements , which provides an additional (and optional) transition method whereby the new lease standard is applied at the adoption date and recognized as an adjustment to retained earnings. In December 2018, the FASB issued ASU No. 2018-20, Leases (Topic 842) (“ASU 2018-20”), Narrow-Scope Improvements for Lessors , which provided clarification for lessors on how to apply the new leases standard when accounting for sales taxes, certain lessor costs, and certain requirements related to variable payments in contracts. In March 2019, the FASB issued ASU No. 2019-01, Leases (Topic 842) (“ASU 2019-01”), Codification Improvements , which aligned the new leases guidance with existing guidance for fair value of the underlying asset by lessors that are not manufacturers or dealers. It also clarified an exemption for lessors and lessees from a certain interim disclosure requirement associated with adopting the board’s new lease accounting standard.
The Company adopted ASU No. 2016-02 on July 1, 2019 and elected to apply the standard as of the beginning of the first quarter of fiscal year 2020 under the modified-retrospective transition approach. In connection with the adoption of this standard, the Company applied the package of practical expedients intended to ease transition for existing leases by not requiring the Company to reassess (i) its initial lease classification conclusions for existing or expired leases, (ii) whether an existing or expired contract is a lease or contains an embedded lease, and (iii) the capitalization of initial direct costs for existing or expired leases. In addition, the Company elected not to use “hindsight” in accordance with ASC Subtopic 842-10-65-1 (g) in assessing lease terms and impairment of right-of-use (“ROU”) assets for existing or expired leases under the new standard.
Upon adoption of this standard, the Company recorded initial (i) operating lease ROU 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. As of July 1, 2019, there were no material finance leases for which the Company was a lessee.
See Note 9 for further details on disclosure required under ASC Topic 842.
In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. ASU No. 2017-04 removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The Company adopted this standard in the third quarter of fiscal year 2020 and applied it prospectively, beginning with the interim goodwill impairment test performed during the quarter ended March 31, 2020. See Note 10 for further details.
Recently Issued Accounting Pronouncements Not Yet Adopted
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses . ASU No. 2016-13 replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that will require the reflection of expected credit losses and will also require consideration of a broader range of reasonable and supportable information to determine credit loss estimates. In May 2019, the FASB issued ASU No. 2019-05, Targeted Transition Relief , which amends ASC Topic 326 to provide an option to irrevocably elect to measure certain individual financial assets at fair value instead of amortized cost. In November 2019, FASB issued ASU No. 2019-11 to provide clarification guidance in a number of areas, including: (i) expected recoveries for purchased financial assets with credit deterioration, (ii) transition relief for troubled debt restructuring, (iii) disclosures related to accrued interest receivables, and (iv) financial assets secured by collateral maintenance provisions. For most financial instruments, the standard will require the use of a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses, which will generally result in the earlier recognition of credit losses on financial instruments. In February 2020, the FASB issued ASU No. 2020-02, Financial Instruments - Credit Losses and Leases , which includes amendments pursuant to SEC Staff Accounting Bulletin No. 119. This standard will be effective for the Company beginning in the first quarter of fiscal year 2021. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement as part of the FASB’s broader disclosure framework project. ASU No. 2018-13 removes, modifies and adds certain disclosures providing greater focus on requirements that clearly communicate the most important information to the users of the financial statements with respect to fair value measurements. The standard is
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effective for the Company beginning in the first quarter of fiscal year 2021, with early adoption permitted. Most of the disclosure requirements in ASU No. 2018-13 would need to be applied on a retrospective basis except for the guidance related to (i) unrealized gains and loss included in other comprehensive income, (ii) disclosure related to range and weighted average Level 3 unobservable inputs, and (iii) narrative disclosure requirements on measurement uncertainty, which are required to be applied on a prospective basis. The adoption of this standard, which relates to disclosure, is not expected to have a material impact on the Company’s consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans. ASU No. 2018-14 removes certain disclosures that are not considered cost beneficial, clarifies certain required disclosures and adds additional disclosures. The standard will be effective for the Company in the fourth quarter of fiscal year 2021, with early adoption permitted. The amendments in ASU No. 2018-14 are required to be applied retrospectively. The adoption of this standard, which relates to disclosure, is not expected to have a material impact on the Company’s consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. ASU No. 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance also specifies that the balance sheet, income statement, and statement of cash flows presentation of capitalized implementation costs and the related amortization should align with the presentation of the hosting (service) element of the arrangement. The standard is effective for the Company in the first quarter of fiscal year 2021. Entities have the option to apply the guidance prospectively to all implementation costs incurred after the date of adoption or retrospectively. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. However, to the extent future costs incurred in a cloud computing arrangement are capitalizable, the corresponding amortization will be included in “Direct Operating expenses” or “Selling, General and administrative expenses” in the consolidated statements of operations, rather than “Depreciation and amortization.”
In November 2018, the FASB issued ASU No. 2018-17, Targeted Improvements to Related Party Guidance for Variable Interest Entities. ASU No. 2018-17 amends the variable interest entities (“VIE”) guidance to align the evaluation of a decision maker’s or service provider’s fee in assessing a variable interest with the guidance in the primary beneficiary test. Specifically, indirect interests held by a related party that is under common control will now be considered on a proportionate basis, rather than in their entirety, when assessing whether the fee qualifies as a variable interest. The proportionate basis approach is consistent with the treatment of indirect interests held by a related party under common control when evaluating the primary beneficiary of a VIE. This effectively means that when a decision maker or service provider has an interest in a related party, regardless of whether they are under common control, it will consider that related party’s interest in a VIE on a proportionate basis throughout the VIE model for both the assessment of a variable interest and the determination of a primary beneficiary. The standard will be effective for the Company in the first quarter of fiscal year 2021. The amendments in ASU No. 2018-17 are required to be applied retrospectively. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.
In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825 - Financial Instruments. This ASU provides narrow-scope amendments to help apply these recent standards. The transition requirements and effective date of this ASU will be effective for the Company in the first quarter of fiscal year 2021. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.
In November 2019, the FASB issued ASU No. 2019-08, Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements - Share-Based Consideration Payable to a Customer. This ASU requires that share-based payment awards issued to a customer in connection with a revenue arrangement be recorded as a reduction of the transaction price in revenue. The amount recorded as a reduction of the transaction price is measured using the grant-date fair value of the award and is classified in accordance with ASC Topic 718. Changes in the measurement of the share-based payments after the grant date that are due to the form of the consideration are not included in the transaction price and are recorded elsewhere in the statement of operations. The award is measured and classified under ASC Topic 718 for its entire life, unless the award is modified after it vests and the grantee is no longer a customer. The new guidance is effective for the Company in the first quarter of fiscal year 2021. The adoption of this standard is not expected to have an impact on the Company’s consolidated financial statements.
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In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU eliminates certain exceptions to the general approach in ASC Topic 740 and includes methods of simplification to the existing guidance. The new guidance is effective for the Company in the first quarter of fiscal year 2022, with early adoption permitted. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.
In January 2020, the FASB issued ASU No. 2020-01, Investments-Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments in this ASU clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. In addition, the amendments clarify the accounting for certain forward contracts and purchased options accounted for under Topic 815. The new guidance is effective for the Company in the first quarter of fiscal year 2021. The adoption of this standard is not expected to have an impact on the Company’s consolidated financial statements.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides temporary optional expedients and exceptions to the guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate and other interbank offered rates to alternative reference rates. The new guidance was effective upon issuance, and the Company may elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.
Note 3 . Discontinued Operations
In accordance with ASC 205-20, the Company analyzed the quantitative and qualitative factors relevant to the MSGE Distribution and determined that those held for sale conditions for discontinued operations presentation were met during the fourth quarter of fiscal year 2020.
As a result of the MSGE Distribution , the results of the entertainment business previously owned and operated by the Company through its MSG Entertainment business segment and the sports booking business previously owned and operated by the Company through its MSG Sports business segment through the MSGE Distribution Date , as well as transaction costs related to the MSGE Distribution , have been classified in the accompanying consolidated financial statements as discontinued operations for all periods presented. No gain or loss was recognized in connection with the MSGE Distribution .
After the MSGE Distribution , the Company and MSG Entertainment have continuing involvement through their common ownership and related party arrangements, including sharing of certain revenues and expenses. See Note 17 for additional information on the related party arrangements. Prior to the MSGE Distribution , the Company’s results from discontinued operations reflect a number of inter-company arrangements that dictate the allocable amounts of shared revenue and operating expenses.
The Company’s continuing revenues include event related revenues for ticket sales and a portion of shared suite license fees generated in connection with the games played at The Garden. Pursuant to the Arena License Agreements, effective as of the MSGE Distribution Date , the Company’s aggregate share of the suite license fees is 67.5 % . Thus, for the periods prior to the MSGE Distribution , the allocated percentage of suite license fees of 32.5 % is reported within results of discontinued operations. In addition, the Company’s multi-year sponsorship agreements may include performance obligations of the Company’s continuing and discontinued operations (see Note 4 ). Sponsorship revenues reported within discontinued operations are based on the relative value of performance obligations wholly satisfied by the MSG Entertainment businesses. Sponsorship agreements also include shared performance obligations that are from indoor venue signage and other shared sponsorship performance obligations. For historically allocated shared signage and other shared sponsorship revenue, the Company calculated MSG Entertainment ’s share to be presented within discontinued operations based on a combined revenue driver.
The Company’s continuing expenses include event costs related to the presentation and production of the Company’s sporting events and other operating expenses, including expenses related to the Arena License Agreements which require the Company to pay arena license fees to MSG Entertainment in exchange for the right to use The Garden for games of the Knicks and the Rangers.
Expenses related to the direct operations of MSG Entertainment , such as The Garden operating expenses related to the presentation and production of events and non-event related costs of operating the venue, are included in discontinued operations on the basis of an allocation of the direct usage of The Garden by the Company’s continuing and discontinued
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
businesses. Unallocated costs of operational support functions that were provided on a centralized basis and not historically recorded at the business unit level by the Company, are also included in discontinued operations, based on a measure of direct usage. Direct usage was determined based event specific variable expenses for MSG Entertainment events and otherwise on the basis of the proportion of combined revenues, headcount or other objective measures for expenses.
Indirect corporate and administrative costs, including amounts that were historically allocated to the MSG Entertainment business segment, do not qualify for discontinued operations presentation, and these costs are included in continuing operations for the periods prior to the Distribution. Various types of indirect corporate and administrative expenses that continue after the MSGE Distribution Date and are covered under the Transitions Services Agreement, are included in continuing operations for the period after the MSGE Distribution . In addition, results from continuing operations, prior to the MSGE Distribution Date , include certain corporate overhead expenses that the Company did not incur in the period after the completion of the MSGE Distribution , and the Company does not expect to incur such expenses in future periods. Discontinued operations include all depreciation expense for MSG Entertainment ’s venues and other operating assets. Depreciation expense on certain corporate property and equipment that was transferred to MSG Entertainment in connection with the MSGE Distribution , remained in continuing operations as it did not qualify for discontinued operations reporting.
The table below sets forth, for the periods presented, operating results of discontinued operations. Amounts presented below differ from historically reported results for the MSG Entertainment business segment due to reclassifications and adjustments made for purposes of discontinued operations.
Years Ended June 30,
2020
2019
2018
Revenues
$
669,096
$
903,196
$
846,680
Direct operating expenses
408,413
557,680
525,207
Selling, general and administrative expenses
206,524
202,079
178,558
Depreciation and amortization
75,822
99,116
101,679
Impairment of intangibles, long-lived assets and goodwill
102,211
—
—
Operating income (loss)
( 123,874
)
44,321
41,236
Other income (expense):
Earnings (loss) in equity method investments
( 3,901
)
7,062
( 7,770
)
Interest income
16,754
29,014
20,681
Interest expense
( 3,570
)
( 15,440
)
( 11,923
)
Miscellaneous expense, net
( 3,863
)
( 6,084
)
( 3,360
)
Income (loss) from discontinued operations before income taxes
( 118,454
)
58,873
38,864
Income tax benefit (expense)
28,232
( 13,968
)
57,480
Net income (loss) from discontinued operations
( 90,222
)
44,905
96,344
Less: Net loss attributable to redeemable noncontrolling interests
( 24,013
)
( 7,299
)
( 628
)
Less: Net loss attributable to nonredeemable noncontrolling interests
( 120
)
( 4,945
)
( 4,382
)
Net income (loss) from discontinued operations attributable to Madison Square Garden Sports Corp.’s stockholders
$
( 66,089
)
$
57,149
$
101,354
The Company’s collections for ticket sales, sponsorships and suite rentals in advance were recorded as deferred revenue and were recognized for tax purposes upon consummation of the MSGE Distribution . See Note 18 for further information on the tax impact of accelerating deferred revenue for tax purposes.
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MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The assets and liabilities of MSG Entertainment reflect the agreements between the Company and MSG Entertainment concerning the allocation of shared revenue and expense activity prior to the MSGE Distribution . The assets and liabilities of MSG Entertainment have been classified in the consolidated balance sheet as of June 30, 2019 as assets and liabilities of discontinued operations and consist of the following, by major class:
June 30,
2019
Cash and cash equivalents
$
1,082,055
Restricted cash
10,010
Short-term investments
108,416
Accounts receivable, net
81,314
Net related party receivables
1,722
Prepaid expenses
23,741
Other current assets
36,932
Total current assets of discontinued operations
1,344,190
Net related party receivables, noncurrent
84,560
Property and equipment, net
1,349,122
Amortizable intangible assets, net
214,391
Indefinite-lived intangible assets
64,341
Goodwill
165,558
Other assets
89,895
Total assets of discontinued operations
$
3,312,057
Accounts payable
$
23,974
Net related party payables, current
19,078
Current portion of long-term debt, net of deferred financing costs
6,042
Accrued liabilities:
Employee related costs
60,146
Other accrued liabilities
87,714
Collections due to promoters
67,212
Deferred revenue
183,147
Total current liabilities of discontinued operations
447,313
Long-term debt, net of deferred financing costs
48,556
Defined benefit and other postretirement obligations
34,269
Other employee related costs
13,741
Deferred tax liabilities, net
42,649
Other liabilities
59,525
Total liabilities of discontinued operations
646,053
Redeemable noncontrolling interests
67,627
Net assets of discontinued operations
$
2,666,004
The amount of cash and restricted cash distributed as of the MSGE Distribution Date to MSG Entertainment is $ 816,896 and $ 10,180 , respectively.
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MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
As permitted under ASU 2014-08, the Company has elected not to adjust the consolidated statements of cash flows for the years ended June 30, 2020, 2019 and 2018 to exclude cash flows attributable to discontinued operations. The table below sets forth, for the periods presented, significant selected financial information related to MSG Entertainment included in the accompanied consolidated statements of cash flows:
Years Ended June 30,
2020
2019
2018
Non-cash items included in net income (loss):
Depreciation and amortization
$
75,822
$
99,116
$
101,679
Impairment of intangibles, long-lived assets and goodwill
102,211
—
—
Share-based compensation expense
8,303
10,361
6,969
Cash flows from investing activities:
Capital expenditures
$
346,488
$
184,002
$
187,362
Non-cash investing activities:
Non-cash acquisition of additional redeemable noncontrolling interests
$
37,715
$
—
$
—
Capital expenditures incurred but not yet paid
104,137
31,928
9,376
Note 4 . Revenue Recognition
Contracts with Customers
All revenue recognized in the consolidated statements of operations is considered to be revenue from contracts with customers in accordance with ASC Topic 606. For the year ended June 30, 2020 , the Company did not have any impairment losses on receivables or contract assets arising from contracts with customers.
The Company recognizes revenue when, or as, performance obligations under the terms of a contract are satisfied, which generally occurs when, or as, control of promised goods or services are transferred to customers. Revenue is measured as the amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services (“transaction price”). To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the most likely amount to which the Company expects to be entitled. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and the determination of whether to include such estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information that is reasonably available. The Company accounts for taxes collected from customers and remitted to governmental authorities on a net basis and excludes these amounts from revenues.
In addition, the Company defers certain costs to fulfill the Company’s contracts with customers to the extent such costs relate directly to the contracts, are expected to generate resources that will be used to satisfy the Company’s performance obligations under the contracts and are expected to be recovered through revenue generated under the contracts. Contract fulfillment costs are expensed as the Company satisfies the related performance obligations.
Arrangements with Multiple Performance Obligations
The Company has arrangements with multiple performance obligations, such as multi-year sponsorship agreements which may derive revenues within a single arrangement. Payment terms for such arrangements can vary by contract, but payments are generally due in installments throughout the contractual term. The performance obligations included in each sponsorship agreement vary and may include various advertising benefits such as, but not limited to, signage, digital advertising, event or property specific advertising, as well as non-advertising benefits such as suite licenses and event tickets. To the extent the Company’s multi-year arrangements provide for performance obligations that are consistent over the multi-year contractual term, such performance obligations generally meet the definition of a series as provided for under the accounting guidance. If performance obligations are concluded to meet the definition of a series, the contractual fees for all years during the contract
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MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
term are aggregated and the related revenue is recognized proportionately as the underlying performance obligations are satisfied.
The timing of revenue recognition for each performance obligation is dependent upon the facts and circumstances surrounding the Company’s satisfaction of its respective performance obligation. The Company allocates the transaction price for such arrangements to each performance obligation within the arrangement based on the estimated relative standalone selling price of the performance obligation. The Company’s process for determining its estimated standalone selling prices involves management’s judgment and considers multiple factors including company specific and market specific factors that may vary depending upon the unique facts and circumstances related to each performance obligation. Key factors considered by the Company in developing an estimated standalone selling price for its performance obligations include, but are not limited to, prices charged for similar performance obligations, the Company’s ongoing pricing strategy and policies, and consideration of pricing of similar performance obligations sold in other arrangements with multiple performance obligations.
The Company may incur costs such as commissions to obtain its multi-year sponsorship agreements. The Company assesses such costs for capitalization on a contract by contract basis. To the extent costs are capitalized, the Company estimates the useful life of the related contract asset which may be the underlying contract term or the estimated customer life depending on the facts and circumstances surrounding the contract. The contract asset is amortized over the estimated useful life.
Principal versus Agent Revenue Recognition
The Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service before transfer to the customer. When the Company concludes that it controls the good or service before transfer to the customer, the Company is considered a principal in the transaction and records revenue on a gross basis. When the Company concludes that it does not control the good or service before transfer to the customer but arranges for another entity to provide the good or service, the Company acts as an agent and records revenue on a net basis in the amount it earns for its agency service.
The Company’s revenue recognition policies that summarize the nature, amount, timing and uncertainty associated with each of the Company’s revenue sources are discussed further in discussion below.
The Company’s professional sports teams derive event-related revenues principally from ticket sales which are recognized as the related games occur. The Company’s revenues also include revenue from the license of The Garden’s suites. Suite license arrangements are generally multi-year fixed fee arrangements that include annual fee increases. Payment terms for suite license arrangements can vary by contract, but payments are generally due in installments prior to each license year. The Company’s performance obligation under such arrangements is to provide the licensee with access to the suite when events occur at The Garden. Because suite and club licenses cover both the Knicks and the Rangers games and events that MSG Entertainment presents at The Garden, suite and club rental revenue is shared between us and MSG Entertainment under Arena License Agreements the Company entered into in connection with the MSGE Distribution . Pursuant to the Arena Licenses Agreements, the Knicks and the Rangers are entitled to 35 % and 32.5 % , respectively, of the revenues received by MSG Entertainment in connection with suite and club licenses. The Company accounts for the performance obligation under these types of arrangements as a series and, as a result, the related suite license fees for all years during the license term are aggregated and revenue is recognized proportionately over the license period as the Company satisfies the related performance obligation. Progress toward satisfaction of the Company’s suite license performance obligations is measured as access to the suite is provided to the licensee for each event throughout the contractual term of the license. Due to the NBA and NHL suspending their season on March 11, and 12, 2020, respectively, suite license holders did not have access to their suites and therefore revenue recognition ceased at this time.
Event-related revenue also includes food, beverage and merchandise sales which are recognized at the point goods are provided to customers. Subsequent to the MSGE Distribution Date, pursuant to the Arena License Agreements, the Knicks and the Rangers receive 50 % of net profits from the sales of food and beverages during their games at The Garden. Payment is received at the point of sale and sales tax collected from customers is excluded from revenue.
In addition to event-related revenue, MSG Sports maintains local media rights arrangements which provide for the licensing of team-related programming to MSG Networks. MSG Sports, pursuant to the terms of the agreements, receives such rights fees in equal monthly installments throughout each license year. The transaction price under these arrangements is variable in nature as certain credit provisions exist to the extent that the teams’ games are unavailable for broadcast during an individual league season. The Company estimates the transaction price at the beginning of each fiscal year, which coincides with the annual
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MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
contractual term. In estimating the transaction price, the Company considers the contractually agreed upon license fees as well as qualitative considerations with respect to the number of games expected to be available for broadcast by MSG Networks over the upcoming year. The resulting transaction price is allocated entirely to the rights provided for the related contract year and revenue is recognized using an output measure of progress toward satisfaction of the Company’s performance obligations within the contract year, as the underlying benefits are conveyed to the licensee.
The Company’s professional sports teams also derive revenue from the distribution of league-wide national and international television contracts and other league-wide revenue sources. The transaction price for each of these revenues is based upon the expected distribution values as communicated by the applicable league. The timing of revenue recognition is dependent on the nature of the underlying performance obligation, which is generally over time. Receipt of league-wide revenues generally occurs at the time of communication or according to a specified timeline. On March 11 and 12, 2020, the NBA and NHL, respectively, suspended their 2019-20 seasons due to COVID-19. At the time the seasons were suspended, the Knicks had 16 games remaining, including eight home games, and the Rangers had 12 games remaining, including five home games. On May 26, 2020, the NHL announced return-to-play plans for 24 teams which began August 1, 2020. The Rangers were among the teams that returned to play in a 24-team tournament. On June 4, 2020, the NBA announced plans to resume play on July 30, 2020 with 22 teams. The Knicks were not among the teams that returned to competition. At this time, league-wide revenues from the 2019-2020 season have not been finalized. As a result, approximately $ 42,000 of national media rights fees revenues have not been recognized and are deferred revenue obligations pending the completion of the NBA and NHL seasons.
MSG Sports also earns revenues from the sale of advertising in the form of venue signage and sponsorships, which are not related to any specific event. The Company’s performance obligations with respect to this advertising are satisfied as the related benefits are delivered over the term of the respective agreements.
Amounts collected in advance of the Company’s satisfaction of its contractual performance obligations are recorded as a contract liability within deferred revenue and are recognized as the Company satisfies the related performance obligations. Amounts collected in advance of events for which the Company is not the promoter or co-promoter do not represent contract liabilities and are recorded as collections due to promoters on the balance sheet.
The following table disaggregates the Company’s revenues by type of goods or services in accordance with the required entity-wide disclosure requirements per FASB ASC Subtopic 280-10-50-38 to 40 and the disaggregation of revenue required disclosures in accordance with ASC Subtopic 606-10-50-5 for the years ended June 30, 2020 , 2019 and 2018 :
Years Ended June 30,
2020
2019
2018
Event-related (a)
$
235,605
$
283,206
$
290,937
Media rights (b)
190,824
239,140
229,646
Sponsorship, signage and suite licenses
139,414
174,405
170,749
League distributions and other
37,476
32,653
21,083
Total revenues from contracts with customers
$
603,319
$
729,404
$
712,415
_________________
(a)
Consists of (i) ticket sales and other ticket-related revenues, and (ii) food, beverage and merchandise sales.
(b)
Consists of (i) local media rights fees from MSG Networks, (ii) revenue from the distribution through league-wide national and international television contracts, and (iii) other local radio rights fees.
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MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed receivables, contract assets and contract liabilities on the consolidated balance sheet. The following table provides information about contract balances from the Company’s contracts with customers as of June 30, 2020 and 2019 .
June 30,
June 30,
2020
2019
Receivables from contracts with customers, net (a)
$
7,403
$
15,550
Contract assets, current (b)
4,112
441
Deferred revenue, including non-current portion (c)
128,362
112,511
_________________
(a)
Receivables from contracts with customers, which are reported in Accounts receivable, net and Net related party receivables in the Company’s consolidated balance sheets, represent the Company’s unconditional rights to consideration under its contracts with customers. As of June 30, 2020 and 2019 , the Company’s receivables from contracts with customers above included $ 0 and $ 8 , respectively, related to various related parties. See Note 17 for further details on these related party arrangements.
(b)
Contract assets, which are reported as Other current assets in the Company’s consolidated balance sheets, primarily relate to the Company’s rights to consideration for goods or services transferred to the customer, for which the Company does not have an unconditional right to bill as of the reporting date. Contract assets are transferred to accounts receivable once the Company’s right to consideration becomes unconditional.
(c)
Deferred revenue primarily relates to the Company’s receipt of consideration from a customer in advance of the Company’s transfer of goods or services to that customer. Deferred revenue is reduced and the related revenue is recognized once the underlying goods or services are transferred to the customer. Revenue recognized for the year ended June 30, 2020 relating to the deferred revenue balance as of July 1, 2019 was $ 101,981 .
Transaction Price Allocated to the Remaining Performance Obligations
The following table depicts the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of June 30, 2020 . In developing the estimated revenue, the Company applies the allowable practical expedient and does not disclose information about remaining performance obligations that have original expected durations of one year or less. Additionally, the Company has elected to exclude variable consideration from its disclosure related to the remaining performance obligations under its local media rights arrangements with MSG Networks.
Fiscal year ending June 30, 2021
$
28,803
Fiscal year ending June 30, 2022
65,637
Fiscal year ending June 30, 2023
27,044
Fiscal year ending June 30, 2024
8,051
Fiscal year ending June 30, 2025
7,025
Thereafter
17,554
$
154,114
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MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 5 . Computation of Earnings (Loss) per Common Share
The following table presents a reconciliation of weighted-average shares used in the calculations of basic and diluted earnings (loss) per common share attributable to the Company’s stockholders (“EPS”).
Years Ended June 30,
2020
2019
2018
Weighted-average shares (denominator):
Weighted-average shares for basic EPS
23,942
23,767
23,639
Dilutive effect of shares issuable under share-based compensation plans
—
133
207
Weighted-average shares for diluted EPS
23,942
23,900
23,846
Weighted-average anti-dilutive shares
—
368
28
Note 6 . Team Personnel Transactions
Direct operating and selling, general and administrative expenses in the accompanying consolidated statements of operations include net provisions for transactions relating to the Company’s sports teams for (i) waivers/contract termination costs, (ii) player trades and (iii) season-ending injuries (“ Team Personnel Transactions ”). Team Personnel Transactions amounted to $ 33,690 , $ 53,134 and $ 27,514 for the years ended June 30, 2020 , 2019 and 2018 , respectively. Team personnel transactions for the year ended June 30, 2018 are reported net of insurance recoveries of $ 468 .
Note 7 . Cash, Cash Equivalent and Restricted Cash
The following table provides a summary of the amounts recorded as cash, cash equivalents and restricted cash.
As of
June 30,
2020
June 30,
2019
June 30,
2018
June 30,
2017
Captions on the consolidated balance sheets:
Cash and cash equivalents
$
77,852
$
4,317
$
1,095
$
931
Restricted cash (a)
12,821
21,519
24,271
29,275
Cash, cash equivalents and restricted cash on the consolidated statements of cash flows
$
90,673
$
25,836
$
25,366
$
30,206
_________________
(a)
See Note 2 for more information regarding the nature of restricted cash.
Note 8 . Property and Equipment
As of June 30, 2020 and 2019 , property and equipment consisted of the following assets:
June 30,
2020
June 30,
2019
Estimated Useful Lives
Land
$
5,153
$
5,153
Buildings
53,623
34,770
Up to
45 years
Equipment
18,086
17,631
1 year
to
20 years
Furniture and fixtures
377
329
4 years
to
10 years
Leasehold improvements
653
646
Shorter of term of lease or life of improvement
Construction in progress
66
6,538
77,958
65,067
Less accumulated depreciation and amortization
( 38,361
)
( 33,797
)
$
39,597
$
31,270
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MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Depreciation and amortization expense on property and equipment for continuing operations was $ 13,979 , $ 15,112 and $ 14,526 for the years ended June 30, 2020 , 2019 and 2018 , respectively, which includes depreciation expense on certain corporate property and equipment that was transferred to MSG Entertainment in connection with the MSGE Distribution , but which did not qualify for discontinued operations reporting.
Note 9 . Leases
The Company’s leases primarily consist of the lease of the Company’s corporate offices under the Sublease Agreement with MSG Entertainment (the “Sublease Agreement”) for the Company’s principal executive offices at Two Pennsylvania Plaza in New York and the lease of CLG Performance Center. In, addition, the Company accounts for the rights of use of The Garden pursuant to the Arena License Agreements as leases under the Accounting Standards Codification Topic 842, Leases. The Company determines whether an arrangement contains a lease at the inception of the arrangement. If a lease is determined to exist, the lease term is assessed based on the date when the underlying asset is made available for the Company’s use by the lessor. The Company’s assessment of the lease term reflects the non-cancelable term of the lease, inclusive of any rent-free periods and/or periods covered by early-termination options which the Company is reasonably certain not to exercise, as well as periods covered by renewal options which the Company is reasonably certain of exercising. The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation reflected in the consolidated statements of operations over the lease term.
For leases with a term exceeding 12 months, a lease liability is recorded on the Company’s consolidated balance sheet at lease commencement reflecting the present value of the fixed minimum payment obligations over the lease term. A corresponding ROU asset equal to the initial lease liability is also recorded, adjusted for any prepaid rent and/or initial direct costs incurred in connection with execution of the lease and reduced by any lease incentives received.
The Company includes fixed payment obligations related to non-lease components in the measurement of ROU assets and lease liabilities, as the Company has elected to account for lease and non-lease components together as a single lease component. ROU assets associated with finance leases are presented separate from operating leases ROU assets and are included within Property and equipment, net on the Company’s consolidated balance sheet. For purposes of measuring the present value of the Company’s fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in the underlying leasing arrangements are typically not readily determinable. The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment surrounding the associated lease.
For operating leases, fixed lease payments are recognized as lease expense on a straight-line basis over the lease term. For finance leases, the initial ROU asset is depreciated on a straight-line basis over the lease term, along with recognition of interest expense associated with accretion of the lease liability, which is ultimately reduced by the related fixed payments. For leases with a term of 12 months or less (“short-term leases”), any fixed lease payments are recognized on a straight-line basis over the lease term and are not recognized on the consolidated balance sheet. Variable lease costs for both operating and finance leases, if any, are recognized as incurred and such costs are excluded from lease balances recorded on the consolidated balance sheet.
On April 17, 2020, in connection with the MSGE Distribution , the Company entered into a sublease agreement with MSG Entertainment for the Company’s principal executive offices at Two Pennsylvania Plaza in New York. The sublease right of use assets and liabilities are recorded on the balance sheet at lease commencement based on the present value of minimum base rent and other fixed payments over the reasonably certain lease term, which ends April 30, 2024.
In addition, in connection with the MSGE Distribution the Company entered into the Arena License Agreements with MSG Entertainment that end on June 30, 2055 and will allow the Knicks and the Rangers to continue to play their home games at The Garden. The Arena License Agreements provide for fixed payments to be made from inception through June 30, 2055 in 12 equal installments during each year of the contractual term. The Garden was not available for use on April 17, 2020 due to the COVID-19 pandemic and local government restrictions on gatherings; however, the licenses were viewed as a continuation of an existing pre-spin relationship where the Knicks and Rangers used The Garden through an inter-company cost-sharing arrangement and therefore the licenses were viewed to have commenced on April 17, 2020. However, due to the force majeure clause, the Company is not required to make payments until The Garden is available for use, and on June 30, 2020 the assets and liabilities were remeasured utilizing the same discount rate as of April 17, 2020, taking into account the unpaid monthly installments during the lease period as a resolution of a lease contingency.
The Knicks and the Rangers are entitled to use The Garden on home game days, which are usually nonconsecutive, for a pre-defined period of time from before and after the game. In evaluating the Company’s lease cost, the Company considered the
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MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
timing of payments throughout the lease terms and the nonconsecutive periods of use, provided for within each license. While payments are made throughout the contract year in twelve equal installments under each arrangement, the periods of use only span each of the individual team event days. As such, the Company concluded that the related straight-line rent expense should be recorded by each team equally over the home game days as each takes place. In the event a team were to qualify for the playoffs in a given season, a prospective adjustment may be recorded to adjust for the additional use days within that season, while the total expense for the team’s season would remain the same. There were no events and thus no rent expense was recorded during the period from lease inception as of April 17, 2020 to June 30, 2020.
As of June 30, 2020 , the Company’s existing operating leases, which are recorded on the accompanying financial statements, have remaining lease terms ranging from 3 months to 35 years . In certain instances, leases include options to renew, with varying option terms. The exercise of lease renewal, if available under the lease options, is generally at the Company’s discretion and is considered in the Company’s assessment of the respective lease term. The Company’s lease agreements do not contain material residual value guarantees or material restrictive covenants.
The following table summarizes the ROU assets and lease liabilities recorded on the Company’s consolidated balance sheet as of June 30, 2020 :
Line Item in the Company’s Consolidated Balance Sheet
Right-of-use assets:
Operating leases
Right-of-use lease assets
$
718,051
Lease liabilities:
Operating leases, current
Operating lease liabilities, current
39,131
Operating leases, noncurrent
Operating lease liabilities, noncurrent
679,053
Total lease liabilities
$
718,184
The following table summarizes the activity recorded within the Company’s consolidated statement of operations for the year ended June 30, 2020 :
Line Item in the Company’s Consolidated Statement of Operations
Year Ended
June 30, 2020
Operating lease cost
Direct operating expenses
$
341
Operating lease cost
Selling, general and administrative expenses
593
Short-term lease cost
Direct operating expenses
138
Total lease cost
$
1,072
Supplemental Information
For the year ended June 30, 2020 , cash paid for amounts included in the measurement of lease liabilities was $ 877 . For the year ended June 30, 2020 , the Company had three ROU assets of $ 717,115 obtained in exchange for new operating lease liabilities.
The weighted average remaining lease term for operating leases recorded on the accompanying consolidated balance sheet as of June 30, 2020 was 34.5 years . The weighted average discount rate was 7.13 % as of June 30, 2020 and represented the Company’s estimated incremental borrowing rate, assuming a secured borrowing, based on the remaining lease term at the time of either (i) adoption of the standard or (ii) the period in which the lease term expectation commenced or was modified .
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MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Maturities of operating lease liabilities as of June 30, 2020 are as follows:
Fiscal year ending June 30, 2021
$
41,865
Fiscal year ending June 30, 2022
43,077
Fiscal year ending June 30, 2023
44,426
Fiscal year ending June 30, 2024
44,888
Fiscal year ending June 30, 2025
44,052
Thereafter
2,158,686
Total lease payments
2,376,994
Less imputed interest
( 1,658,810
)
Total lease liabilities
$
718,184
Note 10 . Goodwill and Intangible Assets
During the first quarter of fiscal year 2020 , the Company performed its annual impairment test of goodwill and determined that there were no impairments of goodwill identified for any of its reporting units as of the impairment test date, including the goodwill of the MSG Entertainment and TAO Group reporting units that were transferred to MSG Entertainment as part of the MSGE Distribution . The Company’s goodwill is $ 226,955 and $ 226,955 as of June 30, 2020 and 2019 , respectively.
The Company’s indefinite-lived intangible assets as of June 30, 2020 and 2019 are as follows:
June 30,
2020
June 30,
2019
Sports franchises
$
111,064
$
111,064
Photographic related rights
1,080
1,080
$
112,144
$
112,144
During the first quarter of fiscal year 2020 , the Company performed its annual impairment test of identifiable indefinite-lived intangible assets and determined that there were no impairments identified, including Trademarks and a portion of Photographic related rights that were transferred to MSG Entertainment as part of the MSGE Distribution .
As a result of operating disruptions due to COVID-19, the Company’s projected cash flows were directly impacted. This disruption along with the macroeconomic industry and market conditions, resulted in the evaluation of whether there was a “triggering event”. Based on the assessment, management determined that it was not more likely than not that an impairment exists and there was no goodwill or intangible asset balance that was impaired as of June 30, 2020.
The Company’s intangible assets subject to amortization are as follows:
June 30, 2020
Estimated Useful Lives
Gross
Accumulated
Amortization
Net
Trade names
5 years
$
2,300
$
( 1,342
)
$
958
Non-compete agreements
5 years
2,400
( 1,400
)
1,000
Other intangibles
3 years
to
9.75 years
1,200
( 404
)
796
$
5,900
$
( 3,146
)
$
2,754
F- 34
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MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
June 30, 2019
Gross
Accumulated
Amortization
Net
Trade names
$
2,300
$
( 882
)
$
1,418
Season ticket holder relationships
50,032
( 47,541
)
2,491
Non-compete agreements
2,400
( 920
)
1,480
Other intangibles
3,347
( 2,421
)
926
$
58,079
$
( 51,764
)
$
6,315
Season ticket holder relationship and other intangibles were fully amortized as of June 30, 2020 , and the gross carrying amount and accumulated amortization were written off. Amortization expense for intangible assets was $ 3,561 , $ 4,965 , and $ 6,281 for the years ended June 30, 2020 , 2019 and 2018 , respectively.
The Company expects its aggregate annual amortization expense for existing intangible assets subject to amortization for each fiscal year from 2021 through 2025 to be as follows:
Fiscal year ending June 30, 2021
$
1,059
Fiscal year ending June 30, 2022
1,059
Fiscal year ending June 30, 2023
195
Fiscal year ending June 30, 2024
115
Fiscal year ending June 30, 2025
115
Note 11 . Fair Value Measurements
The carrying value and fair value of the Company’s financial instruments reported in the accompanying consolidated balance sheets are as follows:
June 30, 2020
June 30, 2019
Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
Liabilities
Long-term debt (a)
$
350,000
$
350,000
$
—
$
—
_________________
(a)
On March 12, 2020, the Company borrowed $ 200,000 under the New York Knicks, LLC and $ 150,000 on the New York Rangers, LLC 5 -year revolving credit facilities. The Company’s long-term debt is classified within Level II of the fair value hierarchy as it is valued using quoted indices of similar securities for which the inputs are readily observable. See Note 13 for more information.
Contingent Consideration Liabilities
In connection with the CLG acquisition on July 28, 2017, the Company may be required to make future payments for deferred and contingent consideration up to a total of $ 9,150 based upon the achievement of certain specified objectives during the three years following the transaction as defined under the membership interest purchase agreement. The Company recorded $ 6,586 as the initial fair value of deferred and contingent consideration liabilities as part of the preliminary purchase price allocation. The fair values of these deferred and contingent consideration liabilities were estimated using weighted probabilities of achievement for the possible objective and earn-out events and adjusted for a discount rate applicable to the deferred and potential cash payouts.
F- 35
Table of Contents
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The following table provides a reconciliation of the deferred and contingent consideration liabilities in connection with the acquisition discussed above:
Balance as of June 30, 2019
$
2,139
Contingent consideration payment
( 200
)
Change in fair value of contingent consideration (a)
( 1,603
)
Balance as of June 30, 2020
$
336
_________________
(a)
The change in fair value of contingent consideration was recorded within Selling, general and administrative expenses in the accompanying consolidated statement of operations for the year ended June 30, 2020 .
Note 12 . Commitments and Contingencies
Contractual Obligations and Off Balance Sheet Arrangements
The Company has certain future cash payments required under contracts entered into by the Company in the normal course of business and outstanding letters of credit.
As of June 30, 2020 , future cash payments required under contracts entered into by the Company in the normal course of business in excess of one year are as follows:
Off-Balance Sheet Commitments (a)
Contractual
Obligations
reflected on
the Balance
Sheet (b)
Total (c)
Fiscal year ending June 30, 2021
$
150,672
$
53,139
$
203,811
Fiscal year ending June 30, 2022
90,257
15,505
105,762
Fiscal year ending June 30, 2023
52,407
5,034
57,441
Fiscal year ending June 30, 2024
41,557
3,234
44,791
Fiscal year ending June 30, 2025
33,516
3,116
36,632
Thereafter
27,191
11,712
38,903
$
395,600
$
91,740
$
487,340
_________________
(a)
Consist principally of the Company’s obligations under employment agreements that the Company has with its professional sports teams’ personnel that are generally guaranteed regardless of employee injury or termination.
(b)
Consist primarily of amounts earned under employment agreements that the Company has with certain of its professional sports teams’ personnel.
(c)
Pension obligations have been excluded from the table above as the timing of the future cash payments is uncertain. See Note 14 for information on the future funding requirements under our pension obligations. In addition, see Note 9 for information on the contractual obligations related to future lease payments, which are reflected on the consolidated balance sheet as lease liabilities as of June 30, 2020.
In connection with the CLG acquisition, the Company has accrued contingent consideration as part of the purchase price. See Note 11 for further details of the amount recorded in the accompanying consolidated balance sheet as of June 30, 2020 . In addition, see Note 13 for further details of the outstanding balances under the Knicks Revolving Credit Facility (as defined below) and Rangers Revolving Credit Facility (as defined below).
Legal Matters
The Company is a defendant in various lawsuits. Although the outcome of these lawsuits cannot be predicted with certainty (including the extent of available insurance, if any), management does not believe that resolution of these lawsuits will have a material adverse effect on the Company.
F- 36
Table of Contents
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 13 . Credit Facilities
Knicks Revolving Credit Facility
On September 30, 2016, New York Knicks, LLC (“ Knicks LLC ”), a wholly owned subsidiary of the Company, entered into a credit agreement (the “ Knicks Credit Agreement ”) with a syndicate of lenders providing for a senior secured revolving credit facility of up to $ 200,000 with a term of five years (the “ Knicks Revolving Credit Facility ”) to fund working capital needs and for general corporate purposes. Amounts borrowed may be distributed to the Company except during an event of default.
The Knicks Revolving Credit Facility requires Knicks LLC to comply with a debt service ratio of 1.5:1.0 over a trailing four quarter period . As of June 30, 2020 , Knicks LLC was in compliance with this financial covenant .
The Knicks Revolving Credit Facility will mature and any unused commitments thereunder will expire on September 30, 2021. All borrowings under the Knicks Revolving Credit Facility are subject to the satisfaction of certain customary conditions. Borrowings bear interest at a floating rate, which at the option of Knicks LLC may be either (i) a base rate plus a margin ranging from 0.00% to 0.125% per annum or (ii) the London Inter-Bank Offered Rate (“LIBOR”) plus a margin ranging from 1.00% to 1.125% per annum. Knicks LLC is required to pay a commitment fee ranging from 0.20 % to 0.25 % per annum in respect of the average daily unused commitments under the Knicks Revolving Credit Facility . The outstanding balance under the Knicks Revolving Credit Facility was $ 200,000 as of June 30, 2020 and was recorded as Long-term debt in the accompanying consolidated balance sheet. The interest rate on the Knicks Revolving Credit Facility as of June 30, 2020 was 1.20 % . During the year ended June 30, 2020 the Company made interest payments of $ 819 .
All obligations under the Knicks Revolving Credit Facility are secured by a first lien security interest in certain of Knicks LLC’s assets, including, but not limited to, (i) the Knicks LLC’s membership rights in the NBA and (ii) revenues to be paid to the Knicks LLC by the NBA pursuant to certain U.S. national broadcast agreements.
Subject to customary notice and minimum amount conditions, Knicks LLC may voluntarily prepay outstanding loans under the Knicks Revolving Credit Facility at any time, in whole or in part, without premium or penalty (except for customary breakage costs with respect to Eurocurrency loans). Knicks LLC is required to make mandatory prepayments in certain circumstances, including without limitation if the maximum available amount under the Knicks Revolving Credit Facility is greater than 350% of qualified revenues.
In addition to the financial covenant described above, the Knicks Credit Agreement and related security agreements contain certain customary representations and warranties, affirmative covenants and events of default. The Knicks Revolving Credit Facility contains certain restrictions on the ability of Knicks LLC to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the Knicks Revolving Credit Facility, including the following: (i) incurring additional indebtedness and contingent liabilities; (ii) creating liens on certain assets; (iii) making restricted payments during the continuance of an event of default under the Knicks Revolving Credit Facility; (iv) engaging in sale and leaseback transactions; (v) merging or consolidating; and (vi) taking certain actions that would invalidate the secured lenders’ liens on any Knicks LLC’s collateral.
Knicks Unsecured Credit Facility
On September 30, 2016, Knicks LLC entered into an unsecured revolving credit facility with a lender for an initial maximum credit amount of $ 15,000 and a 364 -day term (the “ Knicks Unsecured Credit Facility ”). Knicks LLC renewed this facility with the lender on the same terms in successive years and the facility has been renewed for a new term effective as of September 25, 2020. There was no borrowing under the Knicks Unsecured Credit Facility as of June 30, 2020 . This facility does not have financial covenants.
Rangers Revolving Credit Facility
On January 25, 2017, New York Rangers, LLC (“ Rangers LLC ”), a wholly owned subsidiary of the Company, entered into a credit agreement (the “ Rangers Credit Agreement ”) with a syndicate of lenders providing for a senior secured revolving credit facility of up to $ 150,000 with a term of five years (the “ Rangers Revolving Credit Facility ”) to fund working capital needs and for general corporate purposes. Amounts borrowed may be distributed to the Company except during an event of default.
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MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The Rangers Revolving Credit Facility requires Rangers LLC to comply with a debt service ratio of 1.5:1.0 over a trailing four quarter period . As of June 30, 2020 , Rangers LLC was in compliance with this financial covenant.
The Rangers Revolving Credit Facility will mature and any unused commitments thereunder will expire on January 25, 2022. All borrowings under the Rangers Revolving Credit Facility are subject to the satisfaction of certain customary conditions. Borrowings bear interest at a floating rate, which at the option of Rangers LLC may be either (i) a base rate plus a margin ranging from 0.125% to 0.50% per annum or (ii) LIBOR plus a margin ranging from 1.125% to 1.50% per annum. Rangers LLC is required to pay a commitment fee ranging from 0.375 % to 0.625 % per annum in respect of the average daily unused commitments under the Rangers Revolving Credit Facility . The outstanding balance under the Rangers Revolving Credit Facility was $ 150,000 as of June 30, 2020 and was recorded as Long-term debt in the accompanying consolidated balance sheet. The interest rate on the Rangers Revolving Credit Facility as of June 30, 2020 was 1.580 % . During the year ended June 30, 2020 the Company made interest payments of $ 760 .
All obligations under the Rangers Revolving Credit Facility are secured by a first lien security interest in certain of Rangers LLC’s assets, including, but not limited to, (i) Rangers LLC’s membership rights in the NHL, (ii) revenues to be paid to Rangers LLC by the NHL pursuant to certain U.S. and Canadian national broadcast agreements, and (iii) revenues to be paid to Rangers LLC pursuant to local media contracts.
Subject to customary notice and minimum amount conditions, Rangers LLC may voluntarily prepay outstanding loans under the Rangers Revolving Credit Facility at any time, in whole or in part, without premium or penalty (except for customary breakage costs with respect to Eurocurrency loans). Rangers LLC is required to make mandatory prepayments in certain circumstances, including without limitation if qualified revenues are less than 17% of the maximum available amount under the Rangers Revolving Credit Facility.
In addition to the financial covenant described above, the Rangers Credit Agreement and related security agreements contain certain customary representations and warranties, affirmative covenants and events of default. The Rangers Revolving Credit Facility contains certain restrictions on the ability of Rangers LLC to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the Rangers Revolving Credit Facility, including the following: (i) incurring additional indebtedness and contingent liabilities; (ii) creating liens on certain assets; (iii) making restricted payments during the continuance of an event of default under the Rangers Revolving Credit Facility; (iv) engaging in sale and leaseback transactions; (v) merging or consolidating; and (vi) taking certain actions that would invalidate the secured lenders’ liens on any of Rangers LLC’s assets securing the obligations under the Rangers Revolving Credit Facility.
Delayed Draw Term Loan Credit Facilities
As an additional source of liquidity for the Company in response to the COVID-19 pandemic, on April 17, 2020, MSG NYR Holdings, LLC and MSG NYK Holdings, LLC, two indirect wholly-owned subsidiaries of the Company, each entered into a separate delayed draw term loan credit agreement with MSG Entertainment Group, LLC, a wholly-owned subsidiary of MSG Entertainment, as lender (the “DDTL Lender”). The credit agreement for MSG NYK Holdings, LLC (the “Knicks DDTL Facility Borrower”) provides for a $ 110,000 senior unsecured delayed draw term loan facility (the “Knicks DDTL Facility”) and the credit agreement for MSG NYR Holdings, LLC (the “Rangers DDTL Facility Borrower”) provides for a $ 90,000 senior unsecured delayed draw term loan facility (the “Rangers DDTL Facility” and, together with the Knicks DDTL Facility, the “ DDTL Facilities ”).
The DDTL Facilities will mature and any unused commitments thereunder will expire on October 17, 2021 . Borrowings under the DDTL Facilities will bear interest at a variable rate equal to either, at the election of the applicable borrower, (i) LIBOR plus 2.00 % per annum or (ii) a base rate plus 1.00 % per annum. Subject to the borrowing conditions, each of the DDTL Facilities may be drawn in up to four separate borrowings of $ 10,000 or more. Proceeds of borrowings under the DDTL Facilities will be used for general corporate purposes.
The availability of each of the DDTL Facilities to the respective borrowers is subject to certain conditions, including (a) the liquidity, including cash on hand and availability under revolving credit commitments, of the Company, MSG Sports, LLC, the Knicks DDTL Facility Borrower and its subsidiaries and the Rangers DDTL Facility Borrower and its subsidiaries (other than any liquidity that is restricted by law or contractual obligation from being transferred to the relevant DDTL Facility Borrower or its subsidiaries) must be (i) less than $ 50,000 immediately prior to giving effect to any borrowing, and (ii) less than $ 75,000 immediately after giving effect to any borrowing, and (b) with respect to the Knicks DDTL Facility, the Knicks DDTL Facility
F- 38
Table of Contents
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Borrower and its subsidiaries must have used commercially reasonable efforts to raise additional financing (“New Third-Party Debt”), including additional commitments under existing revolving facilities, prior to drawing on the Knicks DDTL Facility to the extent permitted by the debt policies of the NBA. In addition, the commitments of the DDTL Lender to make advances under the Knicks DDTL Facility will be permanently reduced and the Knicks DDTL Facility will be subject to mandatory prepayments in an amount equal to the net cash proceeds received by the Company, MSG Sports, LLC, the Knicks DDTL Facility Borrower, or the subsidiaries of the Knicks DDTL Facility Borrower from any New Third-Party Debt.
Pursuant to the NBA debt policies, the NBA has consented (the “NBA Consent Letter”) to the incurrence of the indebtedness under the Knicks DDTL Facility. The NBA Consent Letter provides that the Knicks DDTL Facility Borrower and its subsidiaries (including the Knicks basketball team) will, among other matters, (i) operate the team in a first class manner, consistent with the manner in which NBA teams generally are operated, as determined by the NBA Commissioner in his sole discretion, and (ii) maintain sufficient net working capital and cash reserves to pay expenses, liabilities and obligations of the team in the ordinary course and in a timely fashion. In addition, the Knicks DDTL Facility Borrower and its subsidiaries (including the Knicks basketball team) have agreed with the NBA to not transfer certain basketball-related assets and to not make distributions to the Company without first providing the NBA with advance notice and not receiving the objection of the NBA Commissioner.
There was no borrowing under the DDTL Facilities as of June 30, 2020 .
Deferred Financing Costs
The following table summarizes deferred financing costs, net of amortization, related to the Knicks Revolving Credit Facility, Knicks Unsecured Credit Facility, and Rangers Revolving Credit Facility as reported on the accompanying consolidated balance sheet:
June 30,
2020
June 30,
2019
Other current assets
$
675
$
675
Other assets
264
939
Note 14 . Pension Plans and Other Postretirement Benefit Plan
Defined Benefit Pension Plans and Postretirement Benefit Plans
Prior to the MSGE Distribution , the Company sponsored a non-contributory, qualified cash balance retirement plan covering its non-union employees (the “Cash Balance Pension Plan”) and an unfunded non-contributory, non-qualified excess cash balance plan (the “Excess Cash Balance Plan”) covering certain employees who participate in the underlying qualified plan (collectively, the “Cash Balance Plans”). Since March 1, 2011, the Cash Balance Pension Plan has also included the assets and liabilities of a frozen (as of December 31, 2007) non-contributory qualified defined benefit pension plan covering non-union employees hired prior to January 1, 2001.
Also, the Company historically sponsored an unfunded non-contributory, non-qualified defined benefit pension plan for the benefit of certain employees who participate in the underlying qualified plan which was merged into the Cash Balance Pension Plan on March 1, 2011 (the “Excess Plan”). As of December 31, 2007, the Excess Plan was amended to freeze all benefits earned through December 31, 2007 and to eliminate the ability of participants to earn benefits for future service under these plans.
The Cash Balance Plans were amended to freeze participation and future benefit accruals effective December 31, 2015 for all employees. Therefore, after December 31, 2015, no employee of the Company who was not already a participant may become a participant in the plans and no further annual pay credits will be made for any future year. Existing account balances under the plans will continue to be credited with monthly interest in accordance with the terms of the plans.
Prior to the MSGE Distribution the Company sponsored a non-contributory, qualified defined benefit pension plan covering certain of its union employees (the “Union Plan”). Benefits payable to retirees under the Union Plan are based upon years of Benefit Service (as defined in the Union Plan document).
The Cash Balance Plans, Union Plan, and Excess Plan are collectively referred to as the “MSGE Pension Plans.”
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Table of Contents
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
In addition, the Company also sponsored a contributory welfare plan which provided certain postretirement healthcare benefits to certain employees hired prior to January 1, 2001 who are eligible to commence receipt of early or normal benefits under the Cash Balance Pension Plan and their dependents, as well as certain union employees (“Postretirement Plan”).
As of the MSGE Distribution Date the Company and MSG Entertainment entered into an employee matters agreement (the “Employee Matters Agreement”) which determined each company’s obligations after the MSGE Distribution with regard to historical liabilities under the Company’s former pension and postretirement plans. Under the Employee Matters Agreement, the MSGE Pension Plans and Postretirement Plan were transferred to MSG Entertainment . However, the Company has retained liabilities from the Excess Cash Balance Plan and Excess Plan that related to its current employees, former employees (other than employees transferred to MSG Entertainment in connection with the MSGE Distribution ) and employees that are employed in a senior executive capacity by both the MSG Sports and MSG Entertainment. Such liabilities were transferred to the MSG Sports, LLC Excess Cash Balance Plan (the “MSGS Excess Cash Balance Plan”) and MSG Sports, LLC Excess Retirement Plan (the “MSGS Excess Retirement Plan”), which the Company established in connection with the MSGE Distribution and are collectively referred to the “ MSGS Pension Plans ”.
The following table summarizes the projected benefit obligations, assets, funded status and the amounts recorded on the Company’s consolidated balance sheets as of June 30, 2020 and 2019 , associated with the MSGE Pension Plans, MSGS Pension Plans and Postretirement Plan , based upon actuarial valuations as of those measurement dates.
MSGE Pension Plans & MSGS Pension Plans
Postretirement Plan
June 30,
June 30,
2020
2019
2020
2019
Change in benefit obligation:
Benefit obligation at beginning of period
$
173,569
$
161,236
$
4,307
$
6,750
Service cost
75
91
44
57
Interest cost
4,285
5,895
86
150
Actuarial loss (gain)
895
12,376
805
( 572
)
Benefits paid
( 5,315
)
( 5,686
)
( 1,025
)
( 565
)
Plan settlements paid
( 551
)
( 343
)
—
—
Other
—
—
—
( 1,513
)
Transfer due to the MSGE Distribution
( 162,901
)
—
( 4,217
)
—
Benefit obligation at end of period
10,057
173,569
—
4,307
Change in plan assets:
Fair value of plan assets at beginning of period
132,965
115,054
—
—
Actual return on plan assets
10,017
12,372
—
—
Employer contributions
7,811
11,568
—
—
Benefits paid
( 5,315
)
( 5,686
)
—
—
Plan settlements paid
( 551
)
( 343
)
—
—
Transfer due to the MSGE Distribution
( 144,927
)
—
—
—
Fair value of plan assets at end of period
—
132,965
—
—
Funded status at end of period
$
( 10,057
)
$
( 40,604
)
$
—
$
( 4,307
)
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Table of Contents
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Amounts recognized in the consolidated balance sheets as of June 30, 2020 and 2019 consist of:
MSGE Pension Plans & MSGS Pension Plans
Postretirement Plan
June 30,
June 30,
2020
2019
2020
2019
Current liabilities (included in accrued employee related costs) of continuing operations
$
( 3,043
)
$
( 2,667
)
$
—
$
—
Non-current liabilities (included in defined benefit and other postretirement obligations) of continuing operations
( 7,014
)
( 7,049
)
—
—
Current liabilities of discontinued operations
—
( 581
)
—
( 345
)
Non-current liabilities of discontinued operations
—
( 30,307
)
—
( 3,962
)
$
( 10,057
)
$
( 40,604
)
$
—
$
( 4,307
)
Accumulated other comprehensive loss, before income tax, as of June 30, 2020 and 2019 consists of the following amounts that have not yet been recognized in net periodic benefit cost:
MSGE Pension Plans & MSGS Pension Plans
Postretirement Plan
June 30,
June 30,
2020
2019
2020
2019
Actuarial loss
$
( 2,139
)
$
( 39,793
)
$
—
$
( 754
)
$
( 2,139
)
$
( 39,793
)
$
—
$
( 754
)
In connection with the MSGE Distribution , the Company transferred to MSG Entertainment the accumulated other comprehensive income (loss) related to the MSGE Pension Plans and Postretirement Plan.
The following table presents components of net periodic benefit cost for the MSGE Pension Plans, MSGS Pension Plans and Postretirement Plan included in the accompanying consolidated statements of operations for the years ended June 30, 2020 , 2019 and 2018 . Service cost is recognized in direct operating expenses and selling, general and administrative expenses. All other components of net periodic benefit cost are reported in Miscellaneous income (expense), net .
MSGE Pension Plans & MSGS Pension Plans
Postretirement Plan
Years Ended June 30,
Years Ended June 30,
2020
2019
2018
2020
2019
2018
Service cost
$
75
$
91
$
85
$
44
$
57
$
120
Interest cost
4,285
5,895
5,231
86
150
215
Expected return on plan assets
( 4,240
)
( 3,133
)
( 2,634
)
—
—
—
Recognized actuarial loss
930
1,281
1,219
5
5
100
Amortization of unrecognized prior service cost (credit)
—
—
—
—
( 7
)
( 37
)
Settlement loss recognized (a)
67
52
87
—
—
—
Other
—
—
—
—
( 1,513
)
—
Net periodic benefit cost
$
1,117
$
4,186
$
3,988
$
135
$
( 1,308
)
$
398
_________________
(a)
For the years ended June 30, 2020 , 2019 and 2018, lump-sum payments totaling $ 551 , $ 343 and $ 506 , respectively, were distributed to vested participants of the non-qualified excess cash balance plan , triggering the recognition of settlement losses in accordance with ASC Topic 715. Due to these pension settlements, the Company was required to remeasure its pension plan liability as of March 31, 2020, June 30, 2019 and March 31, 2018 for the years ended June 30, 2020 , 2019 and 2018, respectively. Discount rates used for the projected benefit obligation and interest cost were 3.21 % and 2.55 % as
F- 41
Table of Contents
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
of June 30, 2020 , respectively, 3.75 % and 3.18 % as of June 30, 2019, respectively, and 3.53 % and 2.16 % as of March 31, 2018, respectively. Additionally, settlement charges of $ 67 , $ 52 and $ 87 were recognized in Miscellaneous income (expense), net for the years ended June 30, 2020 , 2019 and 2018, respectively.
Amounts presented in the table above include net periodic benefit cost related to continuing operations and discontinued operations as noted in the following table:
MSGE Pension Plans & MSGS Pension Plans
Postretirement Plan
Years Ended June 30,
Years Ended June 30,
2020
2019
2018
2020
2019
2018
Continuing Operations
$
395
$
434
$
504
$
—
$
—
$
—
Discontinued Operations
722
3,752
3,484
135
( 1,308
)
398
Total net periodic benefit cost
$
1,117
$
4,186
$
3,988
$
135
$
( 1,308
)
$
398
Other pre-tax changes in plan assets and benefit obligations recognized in other comprehensive income (loss) for the years ended June 30, 2020 , 2019 and 2018 are as follows:
MSGE Pension Plans & MSGS Pension Plans
Postretirement Plan
Years Ended June 30,
Years Ended June 30,
2020
2019
2018
2020
2019
2018
Actuarial gain (loss), net
$
( 321
)
$
( 3,137
)
$
( 1,978
)
$
—
$
572
$
( 1,437
)
Recognized actuarial loss
930
1,281
1,219
5
5
100
Recognized prior service credit
—
—
—
—
( 7
)
( 37
)
Settlement loss recognized
67
52
87
—
—
—
Transfer due to the MSGE Distribution
37,049
—
—
749
—
—
Total recognized in other comprehensive income (loss)
$
37,725
$
( 1,804
)
$
( 672
)
$
754
$
570
$
( 1,374
)
The estimated net loss for the MSGS Pension Plans expected to be amortized from accumulated other comprehensive income (loss) and recognized as a component of net periodic benefit cost over the next fiscal year is $ 103 .
Funded Status
The accumulated benefit obligation for the MSGE Pension Plans aggregated to $ 173,569 at June 30, 2019 . As of June 30, 2019 , each of the Pension Plans had accumulated benefit obligations and projected benefit obligations in excess of plan assets. As a result of the MSGE Distribution , effective the MSGE Distribution Date , the Company sponsors only unfunded non-contributory pension plans.
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Table of Contents
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Assumptions
Weighted-average assumptions used to determine benefit obligations (made at the end of the period) as of June 30, 2020 and 2019 are as follows:
MSGE Pension Plans & MSGS Pension Plans
Postretirement Plan
June 30,
June 30,
2020
2019
2020
2019
Discount rate
2.29
%
3.58
%
n/a
3.18
%
Healthcare cost trend rate assumed for next year
n/a
n/a
n/a
6.75
%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
n/a
n/a
n/a
5.00
%
Year that the rate reaches the ultimate trend rate
n/a
n/a
n/a
2027
Weighted-average assumptions used to determine net periodic benefit cost (made at the beginning of the period) for the years ended June 30, 2020 , 2019 and 2018 are as follows:
MSGE Pension Plans & MSGS Pension Plans
Postretirement Plan
Years Ended June 30,
Years Ended June 30,
2020
2019
2018
2020
2019
2018
Discount rate - projected benefit obligation
3.58
%
4.19
%
3.81
%
3.18
%
4.06
%
3.54
%
Discount rate - service cost
3.78
%
4.25
%
3.93
%
3.45
%
4.25
%
3.83
%
Discount rate - interest cost
3.10
%
3.90
%
3.32
%
2.84
%
3.67
%
3.05
%
Expected long-term return on plan assets
5.52
%
3.72
%
3.46
%
n/a
n/a
n/a
Healthcare cost trend rate assumed for next year
n/a
n/a
n/a
6.75
%
7.00
%
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
2027
The discount rates were determined (based on the expected duration of the benefit payments for the plans) from the Willis Towers Watson U.S. Rate Link: 40-90 Discount Rate Model as of June 30, 2020 and 2019 to select a rate at which the Company believed the plans’ benefits could be effectively settled. This model was developed by examining the yields on selected highly rated corporate bonds. The expected long-term return on plan assets is based on a periodic review and modeling of the plans’ asset allocation structures over a long-term horizon. Expectations of returns for each asset class are the most important of the assumptions used in the review and modeling and are based on comprehensive reviews of historical data, forward-looking economic outlook, and economic/financial market theory. The expected long-term rate of return was selected from within the reasonable range of rates determined by (a) historical real returns, net of inflation, for the asset classes covered by the investment policy and (b) projections of inflation over the long-term period during which benefits are payable to plan participants.
Assumed healthcare cost trend rates are a key assumption used for the amounts reported for the Postretirement Plan. A one percentage point change in assumed healthcare cost trend rates would have the following effects:
Increase (Decrease) in Total of Service and Interest Cost Components for the
Increase (Decrease) in Benefit Obligation at
Years Ended June 30,
June 30,
2020
2019
2018
2020
2019
One percentage point increase
$
12
$
19
$
37
n/a
$
335
One percentage point decrease
( 11
)
( 17
)
( 33
)
n/a
( 303
)
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MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Plan Assets and Investment Policy
The weighted-average asset allocation of the Pension Plans’ assets at June 30, 2019 was as 81 % fixed income securities and 19 % cash equivalents. As discussed above, in connection with the MSGE Distribution, the Company only retained liabilities associated with unfunded and unqualified pension plans. Thus, the MSGS Pension Plans did not carry any investments as of June 30, 2020 .
Prior to the MSGE Distribution , investment allocation decisions had been made by the Company’s Investment and Benefits Committee, which considered investment advice provided by the Company’s external investment consultant. The investment consultant took into account expected long-term risks, returns, correlation, and other prudent investment assumptions when recommending asset classes and investment managers to the Company’s Investment and Benefits Committee. The investment consultant also considered the pension plans’ liabilities when making investment allocation recommendations. The Company’s Investment and Benefits Committee’s decisions were influenced by asset/liability studies conducted by the external investment consultant who combined actuarial considerations and strategic investment advice. The major investment categories of the pension plan assets are in cash equivalents and long duration fixed income securities that are marked-to-market on a daily basis. As a result, the pension plan assets are subjected to interest-rate risk, specifically to a rising interest rate environment, as the majority of the pension plan assets are invested in long duration fixed income securities. However, the pension plan assets are structured in an asset/liability framework, and consequently, an increase in interest rates would cause a corresponding decrease to the overall liability of the pension plans, thus creating a hedge against rising interest rates. Additional risks involving the asset/liability framework include earning insufficient investment returns to cover future pension plan liabilities and imperfect hedging of such liabilities. In addition, a portion of the long duration fixed income securities portfolio is invested in non-government securities that are subject to credit risk of the issuers who might default on interest and/or principal payments.
Investments at Estimated Fair Value
The cumulative fair values of the individual plan assets at June 30, 2019 by asset class are as follows:
Fair Value Hierarchy
June 30, 2019
Fixed income securities:
U.S. Treasury Securities
I
$
26,238
U.S. corporate bonds
II
68,968
Foreign issued corporate bonds
II
11,436
Municipal bonds
II
396
Money market accounts
I
25,927
Total investments measured at fair value
$
132,965
Contributions for Qualified Defined Benefit Pension Plans
During the year ended June 30, 2020 , the Company contributed $ 7,000 to the Cash Balance Pension Plan and $ 260 to the Union Plan. As a result of the MSGE Distribution , the Company no longer sponsors funded qualified pension plans.
Estimated Future Benefit Payments
The following table presents estimated future fiscal year benefit payments for the MSGS Pension Plans:
Fiscal year ending June 30, 2021
$
3,050
Fiscal year ending June 30, 2022
320
Fiscal year ending June 30, 2023
300
Fiscal year ending June 30, 2024
350
Fiscal year ending June 30, 2025
520
Fiscal years ending June 30, 2025 – 2029
2,520
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MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Defined Contribution Pension Plans
Prior to the MSGE Distribution , the Company sponsored The Madison Square Garden 401(k) Savings Plan (the “401(k) Plan”), which is a multiple employer plan and the MSG S&E, LLC Excess Savings Plan (collectively referred to as the “Savings Plans”) and The Madison Square Garden 401(k) Union Plan (the “Union Savings Plan”), which is also a multiple employer plan. As a result of the MSGE Distribution , the Savings Plans and Union Savings Plan were transferred to MSG Entertainment . However, MSG Sports employees continue to participate in the 401(k) Plan. In addition, pursuant to the Employee Matters Agreement the Company established MSG Sports LLC Excess Savings Plan to provide non-qualified retirement benefits to eligible MSG Sports employees and assumed the liabilities associated with MSG Sports employees as of the MSGE Distribution Date of the MSG S&E, LLC Excess Savings Plan.
Expenses related to the Savings Plans that are included in the accompanying consolidated statements of operations for the years ended June 30, 2020 , 2019 and 2018 are as follows:
Years Ended June 30,
2020
2019
2018
Continuing Operations
$
4,674
$
7,925
$
6,248
Discontinued Operations
1,411
2,712
2,323
Total Savings Plan Expenses
$
6,085
$
10,637
$
8,571
For the years ended June 30, 2020 , 2019 and 2018 , expenses related to the Union Savings Plan included in the accompanying consolidated statements of operations were $ 526 , $ 521 and $ 533 , respectively. These amounts have been classified in the consolidated statements of operations as discontinued operations for all periods presented.
Multiemployer Plans
The Company contributes to a number of multiemployer defined benefit pension plans, multiemployer defined contribution pension plans, and multiemployer health and welfare plans that provide benefits to retired union-represented employees under the terms of CBAs.
Multiemployer Defined Benefit Pension Plans
The multiemployer defined benefit pension plans to which the Company contributes generally provide for retirement and death benefits for eligible union-represented employees based on specific eligibility/participant requirements, vesting periods and benefit formulas. The risks to the Company of participating in these multiemployer defined benefit pension plans are different from single-employer defined benefit pension plans in the following aspects:
•
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.
The following table outlines the Company’s participation in multiemployer defined benefit pension plans for the years ended June 30, 2020 , 2019 and 2018 , and summarizes the contributions that the Company has made during each period. The “EIN” and “Pension Plan Number” columns provide the Employer Identification Number and the three-digit plan number for each applicable plan. The most recent Pension Protection Act zone status available as of June 30, 2020 and 2019 relates to the plan’s two most recent years ended which are indicated. Among other factors, plans in the red zone are generally less than 65% funded, plans in the orange zone are both less than 80% funded and have an accumulated funding deficiency or are expected to have a deficiency in any of the next six plan years, plans in the yellow zone are less than 80% funded, and plans in the green zone are at least 80% funded. The “FIP/RP Status Pending/Implemented” column indicates whether a funding improvement plan (“FIP”) for yellow/orange zone plans or a rehabilitation plan (“RP”) for red zone plans is either pending or has been implemented by the trustees of such plan. The zone status and any FIP or RP information is based on information that the
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MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Company received from the plan, and the zone status is as certified by the plan’s actuary. The last column lists the expiration date(s) or a range of expiration dates of the CBA to which the plans are subject. There are no other significant changes that affect such comparability.
PPA Zone Status
FIP/RP Status Pending / Implemented
Madison Square Garden Contributions
As of June 30,
Years Ended June 30,
Plan Name
EIN
Pension Plan Number
2020
2019
2020
2019
2018
Surcharge Imposed
Expiration Date of CBA
National Basketball Association Players’ Pension Plan
83-2172122
001
Yellow
Yellow
Implemented
$
3,780
$
3,217
$
1,932
No
6/2024 (with certain termination rights becoming effective 6/2023)
as of
as of
2/1/2019
2/1/2018
National Hockey League Players’ Retirement Benefit Plan
46-2555356
001
Green
Green
No
1,150
1,197
1,200
No
9/2026
as of
as of
4/30/2019
4/30/2018
All Other Multiemployer Defined Benefit Pension Plans
398
381
402
$
5,328
$
4,795
$
3,534
The Company was not listed as providing more than 5 percent of the total contributions in any Form 5500 for the years ended June 30, 2020, 2019 and 2018.
Multiemployer Defined Contribution Pension Plans and Multiemployer Plans That Provide Health and Welfare Benefits
The Company contributed $ 1,200 , $ 1,066 and $ 973 for the years ended June 30, 2020 , 2019 and 2018 , respectively, to multiemployer defined contribution pension plans. In addition, the Company contributed $ 2,559 , $ 2,466 and $ 2,198 for the years ended June 30, 2020 , 2019 and 2018 , respectively, to multiemployer plans that provide health and welfare benefits to retired employees.
Note 15 . Share-based Compensation
The Company has two share-based compensation plans: the 2015 Employee Stock Plan (the “Employee Stock Plan”) and the 2015 Stock Plan for Non-Employee Directors (the “Non-Employee Director Plan”).
Under the Employee Stock Plan, the Company is authorized to grant incentive stock options, non-qualified stock options, restricted shares, restricted stock units (“RSUs”), stock appreciation rights and other equity-based awards. The Company may grant awards for up to 2,650 shares of the Company’s Class A Common Stock (subject to certain adjustments). Options and stock appreciation rights under the Employee Stock Plan must be granted with an exercise price of not less than the fair market value of a share of the Company’s Class A Common Stock on the date of grant and must expire no later than 10 years from the date of grant (or up to one additional year in the case of the death of a holder). The terms and conditions of awards granted under the Employee Stock Plan, including vesting and exercisability, are determined by the Compensation Committee of the Board of Directors (“Compensation Committee”) and may include terms or conditions based upon performance criteria. RSUs that were awarded under the Employee Stock Plan are generally subject to three-year cliff vesting, or vest ratably over three years , with some RSUs being subject to certain performance conditions. RSUs that were awarded by the Company to its employees will settle in shares of the Company’s Class A Common Stock (either from treasury or with newly issued shares), or, at the option of the Compensation Committee, in cash.
Under the Non-Employee Director Plan, the Company is authorized to grant non-qualified stock options, restricted shares, restricted stock units, stock appreciation rights and other equity-based awards. The Company may grant awards for up to 160 shares of the Company’s Class A Common Stock (subject to certain adjustments). Options under the Non-Employee Director Plan must be granted with an exercise price of not less than the fair market value of a share of the Company’s Class A Common Stock on the date of grant and must expire no later than 10 years from the date of grant (or up to one additional year in the case of the death of a holder). The terms and conditions of awards granted under the Non-Employee Director Plan, including vesting and exercisability, are determined by the Compensation Committee. Unless otherwise provided in an applicable award agreement, options granted under this plan will be fully vested and exercisable upon the date of grant. Unless otherwise
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MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
provided in an applicable award agreement, restricted stock units granted under this plan will be fully vested, upon the date of grant and will settle in shares of the Company’s Class A Common Stock (either from treasury or with newly issued shares), or, at the option of the Compensation Committee, in cash, on the first business day after ninety days from the date the director’s service on the Board of Directors ceases or, if earlier, upon the director’s death.
In connection with the MSGE Distribution , pursuant to the terms of the incentive plans and award agreements, (i) each holder of an RSU and performance RSU (“PSU”) granted under the Employee Stock Plan received one MSG Entertainment RSU or PSU in respect of every one Company RSU or PSU owned on the Record Date and continues to be entitled to a share of the Company’s Class A Common Stock (or cash or other property) for each Company RSU or PSU in accordance with the existing award agreement, (ii) one share of MSG Entertainment Class A Common Stock was issued under the MSG Entertainment Non-Employee Director Plan in respect of every one RSU outstanding under the Company’s Non-Employee Director Plan, which remain outstanding and continue to be entitled to a share of the Company’s Class A Common Stock (or cash or other property) in accordance with the existing award agreement, and (iii) each option to purchase the Company’s Class A Common Stock became two options: one option to acquire MSG Entertainment Class A Common Stock and one option to acquire the Company’s Class A Common Stock. The existing exercise price was allocated between the Company’s options and the new MSG Entertainment options based upon the volume-weighted average prices of the MSG Entertainment Class A Common Stock and the Company’s Class A Common Stock using the 10 -day volume weighted average trading price immediately following the MSGE Distribution , and the underlying share amount was consistent with the one -to- one distribution ratio in the MSGE Distribution. Other than the split of the options and the allocation of the existing exercise price, there were no additional adjustments to the existing options in connection with the MSGE Distribution .
The Company’s RSUs/PSUs and/or stock options held by individuals who are solely MSG Entertainment employees will not be expensed by the Company; however, such RSUs/PSUs and/or stock options do have a dilutive effect on earnings (loss) per share available to the Company’s common stockholders.
Share-based Compensation Expense
Share-based compensation expense is generally recognized straight-line over the vesting term of the award, which typically provides for three-year cliff or graded vesting subject to continued employment. For awards that are graded vesting and subject to performance conditions, in addition to continued employment, the Company uses the graded-vesting method to recognize share-based compensation expense.
Share-based compensation expense was recognized in the consolidated statements of operations as a component of direct operating expenses or selling, general and administrative expenses. Share-based compensation expense recorded during the years ended June 30, 2020 , 2019 and 2018 was $ 48,693 , $ 49,113 and $ 40,594 , respectively. There were no costs related to share-based compensation in continuing operations that were capitalized for the years ended June 30, 2020 , 2019 and 2018 .
As of June 30, 2020 , there was $ 18,851 of unrecognized compensation cost related to unvested RSUs and PSUs held by the Company’s employees. The cost is expected to be recognized over a weighted-average period of approximately 1.9 years for unvested RSUs and PSUs. In addition, the Company had $ 7,171 of unrecognized compensation cost related to unvested stock options held by the Company’s employees, which is expected to be recognized over a weighted-average period of approximately 2.1 years as of June 30, 2020 .
Share-based compensation expense for discontinued operations during the years ended June 30, 2020 , 2019 and 2018 was $ 8,303 , $ 10,361 and $ 6,969 , respectively.
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MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Restricted Stock Units Award Activity
The following table summarizes activity related to the Company’s RSUs and PSUs, held by the Company and MSG Entertainment employees, for the year ended June 30, 2020 :
Number of
Weighted-Average
Fair Value
Per Share At
Date of Grant (a)
Nonperformance
Based
Vesting
RSUs
PSUs and Performance
Based
Vesting
RSUs
Unvested award balance as of June 30, 2019
229
359
$
252.02
Granted
171
116
$
243.55
Vested
( 111
)
( 125
)
$
214.86
Forfeited
( 14
)
( 23
)
$
258.32
Unvested award balance as of June 30, 2020
275
327
$
262.13
_________________
(a)
Weighted-average fair value per share at date of grant as of June 30, 2019 and for activity prior to the MSGE Distribution Date does not reflect any adjustment associated with the MSGE Distribution . See above for a discussion of the treatment of RSUs and PSUs in connection with the MSGE Distribution .
The fair value of RSUs and PSUs that vested during the year ended June 30, 2020 was $ 60,282 . Upon delivery, RSUs and PSUs granted under the Employee Stock Plan were net share-settled to cover the required statutory tax withholding obligations. To fulfill the employees’ statutory minimum tax withholding obligations for the applicable income and other employment taxes, 104 of these RSUs and PSUs, with an aggregate value of $ 26,777 were retained by the Company and the taxes paid are reflected as financing activity in the accompanying consolidated statement of cash flows for the year ended June 30, 2020 .
The fair value of RSUs and PSUs that vested during the years ended June 30, 2019 and 2018 was $ 51,350 and $ 76,226 , respectively. The weighted-average fair value per share at grant date of RSUs and PSUs granted during the years ended June 30, 2019 and 2018 was $ 304.53 and $ 214.08 , respectively.
Stock Options Award Activity
The following table summarizes activity related to the Company’s stock options for the year ended June 30, 2020 :
Number of
Weighted-Average Exercise Price Per Share (a)
Weighted-Average Remaining Contractual Term (In Years)
Aggregate Intrinsic Value
Time Vesting Options
Balance as of June 30, 2019
543
$
325.47
Granted
—
$
—
Balance as of June 30, 2020
543
$
225.79
6.06
$
104
Exercisable as of June 30, 2020
175
$
207.90
6.37
$
69
_________________
(a)
Weighted-average exercise price per share as of June 30, 2019 and for activity prior to the MSGE Distribution Date does not reflect any adjustment associated with the MSGE Distribution . See above for a discussion of the treatment of options in connection with the MSGE Distribution .
During the year ended June 30, 2019, the Company granted 449 stock options that consisted of market priced stock options and premium priced stock options. The exercise prices of the premium priced stock options were set at a 10% and a 25% premium to the closing stock price at the date of grant. These stock options vest ratably over four years and are being expensed on a straight-line basis over the vesting period. The maximum contractual term is 7.5 years . The Company calculated the fair value of the market priced options on the date of grant using the Black-Scholes option pricing model and the premium priced options
F- 48
Table of Contents
MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
using the Monte Carlo Simulation. The following are key assumptions used to calculate the weighted-average grant date fair value of the stock options:
Market Price
10% Premium
25% Premium
Weighted-average grant date fair value
$
79.99
$
69.33
$
55.64
Expected term
4.98 years
5.10 years
5.29 years
Expected volatility
22.11
%
22.11
%
22.11
%
Risk-free interest rate
3.02
%
3.11
%
3.11
%
The expected terms of the premium priced options were estimated using the simplified method but takes into account that the options are out-of-the-money at grant date and therefore likely to be exercised later. The risk-free interest rate for the premium priced options was determined using a 7.50 year rate, different from the 4.98 year rate used to determine the market priced stock options.
Note 16 . Stock Repurchase Program
On September 11, 2015, the Company’s board of directors authorized the repurchase of up to $ 525,000 of the Company’s Class A Common Stock once the shares of the Company’s Class A Common Stock began “regular way” trading on October 1, 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. The timing and amount of purchases will depend on market conditions and other factors.
During the year ended June 30, 2020 , the Company did not engage in any share repurchase activities under its share repurchase program . As of June 30, 2020 , the Company had $ 259,639 of availability remaining under its stock repurchase authorization.
Note 17 . Related Party Transactions
As of June 30, 2020 , members of the Dolan family including trusts for members of the Dolan family (collectively, the “ Dolan Family Group ”), for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, collectively beneficially own all of the Company’s outstanding Class B Common Stock and own approximately 3.5 % of the Company’s outstanding Class A Common Stock (inclusive of options exercisable within 60 days of the date hereof). Such shares of the Company’s Class A Common Stock and Class B Common Stock, collectively, represent approximately 70.9 % of the aggregate voting power of the Company’s outstanding common stock. Members of the Dolan family are also the controlling stockholders of MSG Entertainment , MSG Networks and AMC Networks Inc. (“ AMC Networks ”).
Current Related Party Arrangements
The Company is party to the following agreements and/or arrangements with MSG Entertainment and MSG Networks , as applicable:
•
Sponsorship sales and service representation agreements pursuant to which MSG Entertainment has the exclusive right and obligation to sell the Company’s sponsorships for an initial stated term of 10 years for a commission;
•
Team sponsorship allocation agreement with MSG Entertainment , pursuant to which teams continue receiving an allocation of sponsorship and signage revenues associated with the sponsorship agreements that existed at the MSGE Distribution Date ;
•
Arena License Agreements pursuant to which MSG Entertainment (i) provides the right to use The Garden for games of the Knicks and Rangers for a 35 -year term in exchange for arena license fees, (ii) shares revenues collected for suite licenses, (iii) operates and manages the sale of the sports teams merchandise at The Garden for a commission, (iv) operates and manages the sale of food and beverage concessions and catering services during the Knicks and Rangers home games, (v) provides day of game services that were historically provided prior to the MSGE Distribution , and (vi) provides other general services within The Garden;
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MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
•
Media rights agreements, that the Company and MSG Networks entered into in connection with the MSGS Distribution , providing MSG Networks with local telecast rights for the Knicks and Rangers Knicks for a 20 -year term in exchange for media rights fees;
•
Transition Services Agreement (the “ TSA ”) pursuant to which the Company receives certain services from MSG Entertainment , such as information technology, accounts payable and payroll, human resources, and other corporate functions, as well as the executive support services, in exchange for service fees;
•
A services agreement with MSG Networks , pursuant to which the Company provides certain legal services to MSG Networks (the “ Current MSGN Services Agreement ”);
•
Sublease agreement, pursuant to which the Company leases an office space from MSG Entertainment ;
•
Group ticket sales representation agreement, pursuant to which MSG Entertainment appointed the Company as its sales and service representative to sell group ticket packages related to MSG Entertainment events in exchange for a commission;
•
Single night rental commission agreement, pursuant to which the Company may, from time to time, sell (or make referrals for sales of) licenses for the use of suites at The Garden for individual MSG Entertainment events in exchange for a commission;
•
The DDTL Facilities with MSG Entertainment that provide for a $ 110,000 and $ 90,000 senior unsecured delayed draw term loan facilities, for the Knicks and Rangers, respectively. See Note 13 for more information;
•
Aircraft sharing agreements pursuant to which MSG Entertainment has agreed from time to time to make its aircraft and an aircraft it leases from another related party available to the Company for lease on a “time sharing” basis;
•
Other agreements with MSG Entertainment entered into in connection with the MSGE Distribution , including a distribution agreement, a tax disaffiliation agreement, an employee matters agreement, a trademark license agreement and certain other arrangements; and
•
Other agreements with MSG Networks entered into in connection with the MSGE Distribution , including a tax disaffiliation agreement, an employee matters agreement and certain other arrangements.
In addition, the Company shares certain executive support costs, including office space, executive assistants, security and transportation costs for: (i) the Company’s Executive Chairman with MSG Entertainment and MSG Networks and (ii) the Company’s Vice Chairman with AMC Networks , MSG Entertainment and MSG Networks . Additionally, the Company, MSG Entertainment , MSG Networks and AMC Networks agreed on an allocation of the costs of certain personal aircraft and helicopter use by their shared executives.
From time to time the Company has entered into, and is expected to continue to enter into, arrangements with 605, LLC. Kristin A. Dolan, a director of the Company and spouse of James L. Dolan, is the founder and Chief Executive Officer of 605, LLC. James L. Dolan, the Company’s Executive Chairman and a director, and Kristin A. Dolan own 50 % of 605, LLC. 605, LLC provides audience measurement and data analytics services to the Company and its subsidiaries in the ordinary course of business.
Related Party Arrangements Prior to the MSGE Distribution
Following the MSGE Distribution , except as otherwise noted, the Company is no longer party to the arrangements described below. However, the amounts associated with such arrangements are reflected in the Company’s results of operations for the periods prior to the MSGE Distribution .
The Company had various agreements with MSG Networks , including an advertising sales representation agreement and a services agreement (the “ Prior MSGN Services Agreement ”). Pursuant to the Prior MSGN Services Agreement , which was effective July 1, 2019, the Company provided certain services to MSG Networks , such as information technology, accounts payable and payroll, human resources, and other corporate functions, as well as the executive support services described below, in exchange for service fees. MSG Networks also provided certain services to the Company, in exchange for service fees.
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MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Effective as of the MSGE Distribution , this agreement is now between MSG Entertainment and MSG Networks . The Company separately entered into the Current MSGN Services Agreement . See “— Current Related Party Arrangements .”
The Company shared certain executive support costs, including office space, executive assistants, security and transportation costs, for (i) the Company’s Executive Chairman with MSG Networks and (ii) the Company’s Vice Chairman with MSG Networks and AMC Networks . Additionally, the Company, MSG Networks and AMC Networks agreed on an allocation of the costs of certain personal aircraft and helicopter use by their shared executives. Following the MSGE Distribution , the Company also shares these expenses with MSG Entertainment . See “— Current Related Party Arrangements .”
Prior to September 2018, the Company had an arrangement with the Dolan Family Office, LLC (“ DFO ”), an entity owned and controlled by Charles F. Dolan, AMC Networks and MSG Networks providing for the sharing of certain expenses associated with executive office space which was available to James L. Dolan (the Executive Chairman and a director of the Company, the Executive Chairman, Chief Executive Officer and a director of MSG Entertainment , the Executive Chairman and a director of MSG Networks , and a director of AMC Networks), Charles F. Dolan (the father of James L. Dolan and the Executive Chairman and a director of AMC Networks and a director of the Company, MSG Entertainment and MSG Networks ), and the DFO .
The Company was a party to various Aircraft Support Services Agreements (the “Support Agreements”), pursuant to which the Company provided certain aircraft support services to entities controlled by (i) James L. Dolan, (ii) Charles F. Dolan, and (iii) Patrick F. Dolan, the son of Charles F. Dolan and brother of James L. Dolan. On December 17, 2018, the Company terminated the agreement providing services to the entity controlled by Charles F. Dolan, and entered into a new agreement with Charles F. Dolan and certain of his children, who are siblings of James L. Dolan, specifically: Thomas C. Dolan (a director of the Company), Deborah Dolan-Sweeney, Patrick F. Dolan, Marianne Dolan Weber (a director of the Company), and Kathleen M. Dolan, which provided substantially the same services as the prior agreement for a new aircraft.
In addition, the Company was party to reciprocal time sharing/dry lease agreements with each of (i) Quart 2C, LLC (“ Q2C ”), a company controlled by James L. Dolan and Kristin A. Dolan, his spouse and a director of the Company, and (ii) Charles F. Dolan and Sterling Aviation, LLC, a company controlled by Charles F. Dolan (collectively, “ CFD ”), pursuant to which the Company has agreed from time to time to make its aircraft available to each of Q2C and CFD , and Q2C and CFD have agreed from time to time to make their aircraft available to the Company. Pursuant to the terms of the agreements, Q2C and/or CFD may lease on a non-exclusive, “time sharing” basis, the Company’s Gulfstream Aerospace G550 aircraft (the “G550 Aircraft”). On December 17, 2018, in connection with the purchase of a new aircraft (as noted above), the Company replaced the dry lease agreement with CFD with a new dry lease agreement with Sterling2k LLC, an entity owned and controlled by Deborah Dolan-Sweeney, the daughter of CFD and the sister of James L. Dolan, which provides for the Company’s usage of the new aircraft on the same terms as the prior agreement.
On May 6, 2019, the Company entered into a dry lease agreement with Brighid Air, LLC (“Brighid Air”), a company owned and controlled by Patrick F. Dolan, pursuant to which the Company was permitted to lease on a non-exclusive basis Brighid Air’s Bombardier BD100-1A10 Challenger 350 aircraft (the “Challenger”). In connection with the dry lease agreement, on May 6, 2019, the Company also entered into a Flight Crew Services Agreement (the “Flight Crew Agreement”) with DFO , an entity owned and controlled by Charles F. Dolan, pursuant to which the Company was permitted to utilize pilots employed by DFO for purposes of flying the Challenger when the Company was leasing that aircraft under the Company’s dry lease agreement with Brighid Air.
The Company and each of MSG Networks and AMC Networks were party to certain aircraft time sharing agreements, pursuant to which the Company agreed from time to time to make its aircraft available to MSG Networks and/or AMC Networks for lease on a “time sharing” basis.
In addition to the aircraft arrangements described above, certain executives of the Company were party to aircraft time sharing agreements, pursuant to which the Company agreed from time to time to make certain aircraft available for lease on a “time sharing” basis for personal use in exchange for payment of actual expenses of the flight (as listed in the agreement).
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MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Revenues and Operating Expenses (Credits)
The following table summarizes the composition and amounts of the transactions with the Company’s affiliates, primarily with MSG Networks. These amounts are reflected in revenues and operating expenses in the accompanying consolidated statements of operations for the years ended June 30, 2020 , 2019 and 2018 :
Years Ended June 30,
2020
2019
2018
Revenues
$
138,881
$
148,207
$
142,319
Operating expenses (credits):
Corporate general and administrative expenses, net — MSG Networks
$
( 8,376
)
$
( 10,362
)
$
( 9,961
)
Corporate general and administrative expenses, net — MSG Entertainment
9,530
—
—
Costs associated with the Sponsorship sales and service representation agreements
2,486
—
—
Other operating expenses (credits), net
( 337
)
( 693
)
( 233
)
Revenues
Revenues from related parties primarily consist of local media rights recognized from the licensing of team-related programming to MSG Networks under the media rights agreements covering the Knicks and Rangers, which provide MSG Networks with exclusive media rights to team games in their local markets. In addition, pursuant to the group ticket sales representation agreement, the Company charges MSG Entertainment a share of the cost of the Company’s sales and service staff and related overhead, which are included in the revenues from related parties in the fiscal year 2020. Additionally, pursuant to this agreement, the Company earns commission on group ticket packages sales related to MSG Entertainment events. The Company has not earned such commission during the fiscal year 2020.
Corporate General and Administrative Expenses, net — MSG Networks
The Company’s corporate overhead expenses that were charged to MSG Networks prior to MSGE Distribution are primarily related to centralized functions, including executive compensation, finance, treasury, tax, internal audit, legal, information technology, human resources and risk management functions. These charges are reflected in the Company’s results of operations for the periods prior to the MSGE Distribution as they do not meet the criteria for inclusion in discontinued operations. Except for certain legal services, following the MSGE Distribution , the Company no longer provides these services to MSG Networks.
Corporate general and administrative expense, net — MSG Networks reflects charges from the Company to MSG Networks under the Current MSGN Services Agreement and Prior MSGN Services Agreement of $ 8,474 , $ 10,467 , and $ 9,474 , net of general and administrative costs charged to the Company by MSG Networks, for the years ended June 30, 2020, 2019 and 2018, respectively.
Corporate general and administrative expenses, net — MSG Entertainment
Corporate general and administrative expense, net — MSG Entertainment reflects charges of $ 8,916 from MSG Entertainment pursuant to the TSA for certain business functions that were previously performed by internal resources. These services include information technology, accounting, accounts payable, payroll, tax, legal, human resources, insurance and risk management, investor relations, corporate communications, benefit plan administration and reporting, and internal audit.
Costs associated with the Sponsorship sales and service representation agreements
Pursuant to the Sponsorship sales and service representation agreements, MSG Entertainment charges the Company sales commission fees and sponsorship fulfillment costs, as well as costs of MSG Entertainment sales and service staff and overhead associated with the sales of sponsorship assets.
Other Operating Expenses, net
The Company and its related parties enter into transactions with each other in the ordinary course of business. Other operating expenses, net include net charges relating to (i) reciprocal aircraft arrangements between the Company and each of Q2C and
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MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
CFD and (ii) time sharing agreements with MSG Networks and AMC Networks . Following the MSGE Distribution , the Company no longer provides these services to MSG Networks. However, these charges are reflected in the Company’s results of operations for the periods prior to the MSGE Distribution as they but which do not meet the criteria for inclusion in discontinued operations.
Discontinued operations
Related party transactions included in income (loss) from discontinued operations in the accompanying consolidated statements of operations include the following (i) revenues from related parties of $ 13,106 , $ 16,199 , and $ 14,052 for the years ended June 30, 2020, 2019 and 2018, respectively, (ii) operating expenses charged by related parties of $ 897 , $ 3,542 , and $ 6,088 for the years ended June 30, 2020, 2019 and 2018, respectively, (iii) interest income from nonconsolidated affiliates of $ 3,105 and $ 5,696 , for the years ended June 30, 2019 and 2018, respectively, and (iv) equity in earnings (loss) of equity-method investments of $( 3,739 ) , $ 7,062 , and $( 7,770 ) for the years ended June 30, 2020, 2019 and 2018, respectively.
Note 18 . Income Taxes
On December 22, 2017, new tax legislation, commonly referred to as the Tax Cuts and Jobs Act (“ TCJA ”), was enacted, which significantly changed the existing U.S. tax laws, including a reduction in the corporate federal income tax rate from 35 % to 21 % effective January 1, 2018. During the second quarter of fiscal year 2018, the Company was required to recognize the effect of tax law changes in the period of enactment even though certain key aspects of the new law became effective January 1, 2018.
For the fiscal year ended June 30, 2018, the Company used a blended statutory federal income tax rate of 28 % based upon the number of days that it was taxed at the former rate of 35 % and the number of days taxed at the new rate of 21 % .
Income tax expense (benefit) attributable to continuing operations is comprised of the following components:
Years Ended June 30,
2020
2019
2018
Current expense:
Federal
$
( 676
)
$
—
$
—
State and other
—
357
—
( 676
)
357
—
Deferred expense (benefit):
Federal
13,871
( 7,320
)
( 55,321
)
State and other
7,398
( 5,656
)
( 4,071
)
21,269
( 12,976
)
( 59,392
)
Income tax expense (benefit)
$
20,593
$
( 12,619
)
$
( 59,392
)
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MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The income tax expense (benefit) attributable to continuing operations differs from the amount derived by applying the statutory federal rate to pre-tax income principally due to the effect of the following items:
Years Ended June 30,
2020
2019
2018
Federal tax benefit at statutory federal rate
$
( 20,590
)
$
( 12,734
)
$
( 5,973
)
State income taxes, net of federal benefit
( 7,332
)
( 2,873
)
( 1,909
)
Change in the estimated applicable tax rate used to determine deferred taxes
391
( 1,055
)
( 50,169
)
Nondeductible disability insurance premiums expense
1,027
482
1,436
Federal tax credits
( 1,480
)
( 1,900
)
—
GAAP income of consolidated partnership attributable to non-controlling interests
492
483
599
Tax effect of indefinite-lived intangible amortization
204
204
159
Change in valuation allowance
46,310
—
—
Nondeductible officers’ compensation (a)
4,287
8,521
—
Nondeductible expenses
762
596
377
Excess tax benefit related to shared based-payments awards
( 3,478
)
( 4,555
)
( 1,671
)
Other
—
212
( 2,241
)
Income tax expense (benefit)
$
20,593
$
( 12,619
)
$
( 59,392
)
_________________
(a)
The TCJA included changes to Internal Revenue Code Section 162(m), including elimination of the exception for qualified performance-based compensation over the $1,000 annual limit. Accordingly, effective January 1, 2018, all compensation for certain officers in excess of $1,000 is nondeductible.
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MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The tax effects of temporary differences which give rise to significant portions of the deferred tax assets and liabilities at June 30, 2020 and 2019 are as follows:
June 30,
2020
2019
Deferred tax asset:
Net operating loss carryforwards
$
44,935
$
57,970
Tax credit carryforwards
6,795
5,673
Accrued employee benefits
38,736
36,895
Accrued expenses
4,226
24,643
Restricted stock units and stock options
6,186
7,440
Other
2,837
4,849
Total deferred tax assets
$
103,715
$
137,470
Less valuation allowance
( 48,133
)
( 66,297
)
Net deferred tax assets
$
55,582
$
71,173
Deferred tax liabilities:
Intangible and other assets
$
( 101,202
)
$
( 100,378
)
Prepaid expenses
( 7,164
)
( 6,279
)
Investments
( 4,937
)
( 965
)
Total deferred tax liabilities
$
( 113,303
)
$
( 107,622
)
Net deferred tax liability
$
( 57,721
)
$
( 36,449
)
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company’s ability to realize its deferred tax assets depends upon the generation of sufficient future taxable income to allow for the utilization of its federal net operating loss carryforward (“ NOL ”) and its future deductible temporary differences. Due primarily to the uncertainty related to operating disruptions due to COVID-19, in the fourth quarter of the fiscal year ended June 30, 2020, management concluded that is more likely than not that the Company will not realize the benefit for a portion of its deferred tax assets. The Company will continue to assess the realizability of its deferred tax assets on a quarterly basis.
The NOL as of June 30, 2020 is approximately $ 122,000 , including $ 46,000 , that will expire in 2036 .
The Company does not have any recorded unrecognized tax benefit for uncertain tax positions as of June 30, 2020 and 2019 .
Prior to the MSGE Distribution , MSG Entertainment's collection for ticket sales, sponsorships and suite rentals in advance were recorded as deferred revenue and were recognized as revenues when earned for both accounting and tax purposes. The tax recognition on most of these deferred revenues was accelerated to the MSGE Distribution Date . The estimated amount of tax on the acceleration of such deferred revenue is approximately $ 56,000 and will be the responsibility of the Company. MSG Entertainment will not reimburse the Company for such taxes. However, the Company completely offset the taxable income of discontinued operations, including taxable income resulting from the tax acceleration of deferred revenue with NOLs. The deferred tax assets for such NOLs had a full valuation allowance. Therefore, both the deferred tax asset and valuation allowance were reduced by $ 68,000 with no residual tax expense. In addition, during the quarter ended June 30, 2020 the Company recorded a valuation allowance increase of $ 46,310 that is included in tax expense attributable to continuing operations, which partially offsets the decrease recorded in discontinued operations.
As of June 30, 2019, the valuation allowance attributable to continuing operations equals the amount of historical valuation allowance in excess of the amount required for discontinued operations.
Prior to the MSGE Distribution , the Company and MSG Entertainment entered into a Tax Disaffiliation Agreement (“ TDA ”) that governs the parties’ respective rights, responsibilities and obligations with respect to taxes and tax benefits. Under the
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MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
TDA , the Company will generally be responsible for all U.S. federal, state, local and other applicable income taxes of MSG Entertainment for any taxable period or portion of such period ending on or before the MSGE Distribution Date .
The Company was notified during the third quarter of fiscal year 2018 that the Internal Revenue Service (“IRS”) was commencing an audit of the federal income tax return for the year ended June 30, 2016. In October 2019, the Company was informed by the IRS that the audit resulted in no changes.
The Company was notified in April 2020 that the City of New York was commencing an audit of the state income tax returns for the fiscal years ended June 30, 2016 and 2017. The Company does not expect the examination, when finalized, to result in material changes.
The federal and state statute of limitations are currently open on the Company’s tax returns for 2017 and 2016, respectively, and forward.
Note 19 . Concentrations of Risk
Financial instruments that may potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company monitors the financial institutions and money market funds where it invests its cash and cash equivalents with diversification among counterparties to mitigate exposure to any single financial institution. The Company’s emphasis is primarily on safety of principal and liquidity and secondarily on maximizing the yield on its investments.
The following individual non-affiliated customers accounted for the following percentages of the Company’s consolidated accounts receivable balances:
June 30,
2020
2019
Customer A
55
%
78
%
Customer B
11
%
2
%
The Company had non-affiliated revenues from a customer that represented 13 % , 13 % and 12 % of consolidated revenues for the years ended June 30, 2020 , 2019 and 2018 . Revenues from MSG Networks amounted to $ 138,173 , $ 148,178 and $ 142,281 for the years ended June 30, 2020 , 2019 and 2018 , which represent 23 % , 20 % and 20 % , respectively, of the Company’s consolidated revenues (see Note 17 ).
As of June 30, 2020 , approximately 94 full-time and part-time employees, who represent approximately 11% of the Company’s workforce, are subject to CBAs. The current NHL CBA expires on September 15, 2022, but the NHL and NHLPA have recently agreed on terms by which the CBA will be extended through and including September 15, 2026 (with the possibility of an additional one year extension in certain circumstances). See Note 21 for summary of the principal aspects of the new NHL CBA and revenue sharing plan. The current NBA CBA expires after the 2023-24 season (although the NBA and NBPA each has the right to terminate the CBA effective following the 2022-23 season). In addition, the NBA and the NBPA currently have the right to terminate the CBA through October 15, 2020 (unless extended). There are no union employees subject to CBAs that expired as of June 30, 2020 and no union employees subject to CBAs that will expire by June 30, 2021 if they are not extended prior thereto.
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MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 20 . Interim Financial Information (Unaudited)
The following is a summary of the Company’s selected quarterly financial data for the years ended June 30, 2020 and 2019 :
Three Months Ended
Year ended June 30, 2020
September 30,
December 31,
March 31,
June 30,
2019
2019
2020
2020
Revenues
$
49,850
$
292,798
$
267,631
$
( 6,960
)
$
603,319
Operating expenses
109,174
293,031
257,006
37,974
697,185
Operating income (loss)
$
( 59,324
)
$
( 233
)
$
10,625
$
( 44,934
)
$
( 93,866
)
Income (loss) from continuing operations
$
( 40,191
)
$
( 3,657
)
$
4,183
$
( 78,976
)
$
( 118,641
)
Income (loss) from discontinued operations, net of taxes
( 40,475
)
96,006
( 145,249
)
( 504
)
( 90,222
)
Net income (loss)
$
( 80,666
)
$
92,349
$
( 141,066
)
$
( 79,480
)
$
( 208,863
)
Net income (loss) attributable to Madison Square Garden Sports Corp.’s stockholders
$
( 79,981
)
$
94,141
$
( 118,029
)
$
( 78,519
)
$
( 182,388
)
Earnings (loss) per share:
Basic
Continuing operations
$
( 1.67
)
$
( 0.13
)
$
0.20
$
( 3.26
)
$
( 4.86
)
Discontinued operations
$
( 1.69
)
$
4.07
$
( 5.12
)
$
( 0.01
)
$
( 2.76
)
Basic earnings (loss) per common share attributable to Madison Square Garden Sports Corp.’s stockholders
$
( 3.36
)
$
3.94
$
( 4.92
)
$
( 3.27
)
$
( 7.62
)
Diluted
Continuing operations
$
( 1.67
)
$
( 0.13
)
$
0.20
$
( 3.26
)
$
( 4.86
)
Discontinued operations
$
( 1.69
)
$
4.06
$
( 5.12
)
$
( 0.01
)
$
( 2.76
)
Diluted earnings (loss) per common share attributable to Madison Square Garden Sports Corp.’s stockholders
$
( 3.36
)
$
3.93
$
( 4.92
)
$
( 3.27
)
$
( 7.62
)
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MADISON SQUARE GARDEN SPORTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Three Months Ended
Year ended June 30, 2019
September 30,
December 31,
March 31,
June 30,
2018
2018
2019
2019
Revenues
$
50,828
$
286,931
$
323,495
$
68,150
$
729,404
Operating expenses
84,034
298,828
280,608
124,129
787,599
Operating income (loss)
$
( 33,206
)
$
( 11,897
)
$
42,887
$
( 55,979
)
$
( 58,195
)
Income (loss) from continuing operations
$
( 24,085
)
$
( 12,714
)
$
26,260
$
( 37,483
)
$
( 48,022
)
Income (loss) from discontinued operations, net of taxes
( 9,963
)
88,682
7,903
( 41,717
)
44,905
Net income (loss)
$
( 34,048
)
$
75,968
$
34,163
$
( 79,200
)
$
( 3,117
)
Net income (loss) attributable to Madison Square Garden Sports Corp.’s stockholders
$
( 32,212
)
$
81,599
$
35,271
$
( 73,231
)
$
11,427
Earnings (loss) per share:
Basic
Continuing operations
$
( 0.99
)
$
( 0.50
)
$
1.12
$
( 1.56
)
$
( 1.92
)
Discontinued operations
$
( 0.37
)
$
3.93
$
0.36
$
( 1.52
)
$
2.40
Basic earnings (loss) per common share attributable to Madison Square Garden Sports Corp.’s stockholders
$
( 1.36
)
$
3.43
$
1.48
$
( 3.08
)
$
0.48
Diluted
Continuing operations
$
( 0.99
)
$
( 0.50
)
$
1.12
$
( 1.56
)
$
( 1.91
)
Discontinued operations
$
( 0.37
)
$
3.92
$
0.36
$
( 1.52
)
$
2.39
Diluted earnings (loss) per common share attributable to Madison Square Garden Sports Corp.’s stockholders
$
( 1.36
)
$
3.42
$
1.48
$
( 3.08
)
$
0.48
Note 21 . Subsequent Events
NHL CBA
In July 2020, the NHL and NHLPA agreed to extend the NHL CBA through and including September 15, 2026 (with the possibility of an additional one-year extension in certain circumstances) with certain modifications. The principal aspects of the NHL CBA and revenue sharing plan are expected to remain unchanged except that the new NHL CBA limits the amount of deductions to be withheld from player salaries each year; if annual excess deductions from player salaries are insufficient to limit league-wide player salaries to 50% of that season’s league-wide revenues, any shortfall will be carried forward to future seasons and remain due from the players to the league.
Knicks Unsecured Credit Facility
On August 11, 2020, the Company renewed Knicks Unsecured Credit Facility, which matures on September 24, 2021. See Note 13 for more information.
F- 58