NY false 0001636519 0001636519 2023-08-17 2023-08-17

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 17, 2023

 

 

MADISON SQUARE GARDEN SPORTS CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-36900   47-3373056
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

2 Penn Plaza, New York, New York   10121
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 465-4111

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Class A Common Stock   MSGS   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 2.02

Results of Operations and Financial Condition.

On August 17, 2023, Madison Square Garden Sports Corp. (the “Company”) announced its financial results for its fourth quarter and fiscal year ended June 30, 2023. A copy of the press release containing the announcement is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

 

Item 9.01

Financial Statements and Exhibits.

 

  (d)

Exhibits

 

  99.1    Press Release dated August 17, 2023.
  104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

MADISON SQUARE GARDEN SPORTS CORP.

(Registrant)

By:  

/s/ Victoria M. Mink

  Name:   Victoria M. Mink
  Title:  

Executive Vice President,

Chief Financial Officer and Treasurer

Dated: August 17, 2023

Exhibit 99.1

 

LOGO

MADISON SQUARE GARDEN SPORTS CORP. REPORTS

FISCAL 2023 FOURTH QUARTER AND FULL-YEAR RESULTS

Record Revenues of $887.4 Million for Fiscal 2023

Fiscal 2023 Operating Income of $85.2 Million and Adjusted Operating Income of $115.0 Million(1)

Returned Approximately $250 Million to Shareholders in Fiscal 2023(2)

NEW YORK, N.Y., August 17, 2023 - Madison Square Garden Sports Corp. (NYSE: MSGS) (the “Company”) today reported financial results for the fiscal fourth quarter and full-year ended June 30, 2023.

The fiscal 2023 fourth quarter was highlighted by both the New York Knicks (the “Knicks”) and New York Rangers (the “Rangers”) participating in the playoffs following the conclusion of the 2022-23 regular seasons. This included a combined eight home playoff games at the Madison Square Garden Arena (“The Garden”), with the Knicks advancing to the Eastern Conference Semifinals. Throughout the fiscal fourth quarter and year, the Company continued to benefit from robust consumer and corporate demand for both its teams, with every key revenue category – tickets, media rights, suites and sponsorships, as well as food, beverage and merchandise – exceeding fiscal 2022’s record full-year results.

For fiscal 2023, the Company reported revenues of $887.4 million, an increase of $66.1 million, or 8%, as compared to the prior year. In addition, the Company had operating income of $85.2 million, a decrease of $0.9 million, or 1%, as compared to the prior year, and adjusted operating income of $115.0 million, essentially unchanged as compared to the prior year.(1)

For the fiscal 2023 fourth quarter, the Company reported revenues of $126.9 million, a decrease of $48.3 million, or 28%, as compared to the prior year quarter. The decrease in revenues was primarily due to fewer Knicks and Rangers regular season and playoff home games, as compared to the prior year period. In addition, the Company had an operating loss of $12.2 million and an adjusted operating loss of $7.8 million, as compared to operating income of $23.7 million and adjusted operating income of $29.5 million in the prior year quarter.(1)

Madison Square Garden Sports Corp. Executive Chairman James L. Dolan said, “Our strong financial results in fiscal 2023 reflect the robust ongoing demand from our fans and corporate partners for the Knicks and Rangers. We believe we are well positioned to build on this momentum in the coming year and remain confident in our ability to generate long-term shareholder value.”

Results from Operations

Results for the quarter and year ended June 30, 2023 and 2022 are as follows:

 

     Three Months Ended                   Twelve Months Ended                
     June 30,          Change          June 30,          Change      
$ millions    2023      2022          $             %          2023      2022          $              %      

Revenues

   $ 126.9      $ 175.2      $ (48.3)       (28)%      $ 887.4      $ 821.4      $ 66.1        8%  

Operating income (loss)

   $ (12.2)      $ 23.7      $ (35.9)       NM      $ 85.2      $ 86.1      $ (0.9)        (1)%  

Adjusted operating income (loss)(1)

   $ (7.8)      $ 29.5      $ (37.3     NM      $ 115.0      $ 114.9      $ 0.1        —%  

Note: Does not foot due to rounding

 

  1.

See page 3 of this earnings release for the definition of adjusted operating income (loss) included in the discussion of financial measures not calculated in accordance with generally accepted accounting principles (“GAAP”). The Company has amended this definition so that the non-cash portion of operating lease costs (which was $1,439 and $26,096 for the three and twelve months ended June 30, 2023, respectively, and $3,715 and $27,305 for the three and twelve months ended June 30, 2022, respectively) related to the Company’s arena license agreements with Madison Square Garden Entertainment Corp. (“MSG Entertainment”) is no longer excluded in all periods presented.

  2.

The return of capital consisted of a special cash dividend of $7.00 per share (approximately $173 million in aggregate) paid in October 2022 and a $75 million accelerated share repurchase (“ASR”) program, which the Company completed in January 2023.

 

1


Summary of Reported Results from Operations

For the fiscal 2023 fourth quarter, the Company generated revenues of $126.9 million, a decrease of $48.3 million, or 28%, as compared to the prior year period. The decrease was primarily due to the timing of the NHL 2021-22 regular season in the prior fiscal year, which resulted in the Knicks and Rangers playing a combined five regular season home games at The Garden in the fiscal 2023 fourth quarter as compared to thirteen in the prior year period. In addition, the Knicks and Rangers played a combined eight playoff home games at The Garden in the fiscal 2023 fourth quarter as compared to ten playoff home games in the prior year period. As a result, pre/regular season ticket-related revenues, playoff-related revenues, suite revenues, sponsorship and signage revenues, league distributions and local media rights fees were all lower as compared to the prior year period.

Pre/regular season ticket-related revenues decreased $19.4 million as compared to the prior year period, primarily due to the Knicks and Rangers playing eight fewer regular season home games at The Garden during the fiscal 2023 fourth quarter, partially offset by higher average per-game revenue.

Playoff-related revenues decreased $8.6 million as compared to the prior year period, primarily due to the Rangers playing ten home playoff games in the prior year period as the team advanced to the Eastern Conference Finals, which also resulted in higher per-game revenue in the prior year period, as compared to three home playoff games during the fiscal 2023 fourth quarter. This decrease was partially offset by the Knicks playing five home playoff games in the fiscal 2023 fourth quarter.

Suite revenues decreased $7.7 million as compared to the prior year period, primarily due to the Knicks and Rangers playing eight fewer regular season games at The Garden during the fiscal 2023 fourth quarter, partially offset by higher sales of suite products.

Sponsorship and signage revenues decreased $5.3 million as compared to the prior year period, primarily due to the Knicks and Rangers playing eight fewer regular season games at The Garden during the current year period, partially offset by higher net sales of existing sponsorship and signage inventory.

League distributions decreased $3.5 million as compared to the prior year period, primarily due to the timing of the NHL 2021-22 regular season, which resulted in revenue being recognized over a longer time frame in the prior fiscal year, as well as lower other league distributions in the fiscal 2023 fourth quarter, partially offset by the impact of contractual rate increases for national media rights fees in the fiscal 2023 fourth quarter.

Local media rights fees decreased $1.9 million as compared to the prior year period, primarily due to the timing of the NHL 2021-22 regular season, which resulted in revenue being recognized over a longer time frame in the prior fiscal year, partially offset by the impact of contractual rate increases in the fiscal 2023 fourth quarter.

Direct operating expenses of $80.4 million decreased $12.5 million, or 13%, as compared to the prior year period. Operating lease costs under the arena license agreements with MSG Entertainment decreased $5.5 million and other team operating expenses decreased $5.3 million, both as compared to the prior year period, primarily due to the Knicks and Rangers playing eight fewer regular season games at The Garden during the fiscal 2023 fourth quarter. In addition, net provisions for league revenue sharing expense (net of escrow and excluding the playoffs) and NBA luxury tax decreased $4.1 million as compared to the prior year period. These decreases were partially offset by an increase of $4.6 million in net provisions for certain team personnel transactions as compared to the prior year period.

Selling, general and administrative expenses of $57.9 million increased $0.4 million, or 1%, as compared to the prior year period.

Operating income decreased $35.9 million to a loss of $12.2 million and adjusted operating income decreased $37.3 million to a loss of $7.8 million, both as compared to the prior year period, primarily due to the decrease in revenues, partially offset by lower direct operating expenses.

About Madison Square Garden Sports Corp.

Madison Square Garden Sports Corp. (MSG Sports) is a leading professional sports company, with a collection of assets that includes the New York Knicks (NBA) and the New York Rangers (NHL), as well as two development league teams – the Westchester Knicks (NBAGL) and the Hartford Wolf Pack (AHL). MSG Sports also operates a professional sports team performance center – the MSG Training Center in Greenburgh, NY. More information is available at www.msgsports.com.

 

2


Non-GAAP Financial Measures

The Company has amended its definition of adjusted operating income (loss) so that the non-cash portion of operating lease costs related to the Company’s arena license agreements with MSG Entertainment is no longer excluded in all periods presented.

We define adjusted operating income (loss), which is a non-GAAP financial measure, as operating income (loss) excluding (i) depreciation, amortization and impairments of property and equipment, goodwill and other intangible assets, (ii) share-based compensation expense or benefit, (iii) restructuring charges or credits, (iv) gains or losses on sales or dispositions of businesses, (v) the impact of purchase accounting adjustments related to business acquisitions, and (vi) gains and losses related to the remeasurement of liabilities under the Company’s Executive Deferred Compensation Plan. Because it is based upon operating income (loss), adjusted operating income (loss) also excludes interest expense (including cash interest expense) and other non-operating income and expense items. We believe that the exclusion of share-based compensation expense or benefit allows investors to better track the performance of our business without regard to the settlement of an obligation that is not expected to be made in cash. In addition, we believe that the exclusion of gains and losses related to the remeasurement of liabilities under the Company’s Executive Deferred Compensation Plan provides investors with a clearer picture of the Company’s operating performance given that, in accordance with U.S. generally accepted accounting principles (“GAAP”), gains and losses related to the remeasurement of liabilities under the Company’s Executive Deferred Compensation Plan are recognized in Operating (income) loss whereas gains and losses related to the remeasurement of the assets under the Company’s Executive Deferred Compensation Plan, which are equal to and therefore fully offset the gains and losses related to the remeasurement of liabilities, are recognized in Miscellaneous income (expense), net, which is not reflected in Operating income (loss).

We believe adjusted operating income (loss) is an appropriate measure for evaluating the operating performance of our Company. Adjusted operating income (loss) and similar measures with similar titles are common performance measures used by investors and analysts to analyze our performance. Internally, we use revenues and adjusted operating income (loss) as the most important indicators of our business performance, and evaluate management’s effectiveness with specific reference to these indicators. Adjusted operating income (loss) should be viewed as a supplement to and not a substitute for operating income (loss), net income (loss), cash flows from operating activities, and other measures of performance and/or liquidity presented in accordance with GAAP. Since adjusted operating income (loss) is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other companies. For a reconciliation of operating income (loss) to adjusted operating income (loss), please see page 5 of this release.

Forward-Looking Statements

This press release may contain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results, developments and events may differ materially from those in the forward-looking statements as a result of various factors, including financial community and rating agency perceptions of the Company and its business, operations, financial condition and the industry in which it operates, and the factors described in the Company’s filings with the Securities and Exchange Commission, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein. The Company disclaims any obligation to update any forward-looking statements contained herein.

# # #

 

3


Contacts:

 

Ari Danes, CFA

Investor Relations and Financial Communications

(212) 465-6072

  

Justin Blaber

Financial Communications

(212) 465-6109

Grace Kaminer

Investor Relations

(212) 631-5076

  

Conference Call Information:

The conference call will be Webcast live today at 10:00 a.m. ET at investor.msgsports.com

Conference call dial-in number is 888-660-6386 / Conference ID Number 6996895

Conference call replay number is 800-770-2030 / Conference ID Number 6996895 until August 24, 2023

 

4


MADISON SQUARE GARDEN SPORTS CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

 

     Three Months Ended      Twelve Months Ended  
     June 30,      June 30,  
         2023             2022              2023             2022      

Revenues

   $ 126,920      $ 175,205       $ 887,447      $ 821,354   

Direct operating expenses

     80,377        92,866         548,811        500,564   

Selling, general and administrative expenses

     57,866        57,438         249,885        229,668   

Depreciation and amortization

     874        1,195         3,577        5,042   
  

 

 

   

 

 

    

 

 

   

 

 

 

Operating income (loss)

     (12,197)       23,706         85,174        86,080   

Other income (expense):

         

Interest income

     765        168         2,392        313   

Interest expense

     (6,489)       (2,577)        (22,884)       (11,735)  

Miscellaneous income (expense), net

     5,696        (536)        25,239        (726)  
  

 

 

   

 

 

    

 

 

   

 

 

 

Income (loss) before income taxes

     (12,225)       20,761         89,921        73,932   

Income tax (expense) benefit

     2,731        5,887         (44,293)       (25,052)  
  

 

 

   

 

 

    

 

 

   

 

 

 

Net income (loss)

     (9,494)       26,648         45,628        48,880   

Less: Net loss attributable to nonredeemable noncontrolling interests

     (237)       (540)        (2,165)       (2,251)  
  

 

 

   

 

 

    

 

 

   

 

 

 

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

   $ (9,257)     $ 27,188       $ 47,793      $ 51,131   
  

 

 

   

 

 

    

 

 

   

 

 

 

Basic earnings (loss) per common share attributable to Madison Square Garden Sports Corp.’s stockholders

   $ (0.39)     $ 1.12       $ 1.90      $ 2.11   

Diluted earnings (loss) per common share attributable to Madison Square Garden Sports Corp.’s stockholders

   $ (0.39)      $ 1.11       $ 1.89      $ 2.10   

Basic weighted-average number of common shares outstanding

     23,961        24,277         24,090        24,246   

Diluted weighted-average number of common shares outstanding

     23,961        24,487         24,194        24,405   

 

5


MADISON SQUARE GARDEN SPORTS CORP.

ADJUSTMENTS TO RECONCILE OPERATING INCOME (LOSS) TO

ADJUSTED OPERATING INCOME (LOSS)

(In thousands)

The following is a description of the adjustments to operating income (loss) to arrive at adjusted operating income (loss) as described in this earnings release:

 

   

Depreciation and amortization. This adjustment eliminates depreciation, amortization and impairments of property and equipment, goodwill and other intangible assets in all periods.

   

Share-based compensation. This adjustment eliminates the compensation expense related to restricted stock units and stock options granted under the Company’s employee stock plan and non-employee director plan in all periods.

   

Remeasurement of deferred compensation plan liabilities. This adjustment eliminates the impact of gains and losses related to the remeasurement of liabilities under the Company’s executive deferred compensation plan.

 

     Three Months Ended      Twelve Months Ended  
                 June 30,                              June 30,              
     2023     2022      2023     2022  

 Operating income (loss)

   $ (12,197)     $ 23,706      $ 85,174     $ 86,080  

 Depreciation and amortization

     874       1,195        3,577       5,042  

 Share-based compensation

     3,144       5,067        25,203       24,245  

 Remeasurement of deferred compensation plan liabilities

     377       (461)        1,091       (461)  
  

 

 

   

 

 

    

 

 

   

 

 

 

Adjusted operating income (loss)(1)

   $ (7,802   $ 29,507      $ 115,045     $ 114,906  
  

 

 

   

 

 

    

 

 

   

 

 

 

 

(1)

The Company has amended its definition of adjusted operating income so that the impact of the non-cash portion of operating lease costs related to the Company’s arena license agreements with MSG Entertainment is no longer excluded. Pursuant to GAAP, recognition of operating lease costs is recorded on a straight-line basis over the term of the agreement based upon the value of total future payments under the arrangement. As a result, operating lease costs is comprised of a contractual cash component plus or minus a non-cash component for each period presented. Operating expense includes operating lease costs of (i) $2,290 and $41,524 of expense paid in cash for the three and twelve months ended June 30, 2023, respectively and $5,483 and $40,314 of expense paid in cash for the three and twelve months ended June 30, 2022, respectively, and (ii) a non-cash expense of $1,439 and $26,096 for the three and twelve months ended June 30, 2023, respectively, and $3,715 and $27,305 for the three and twelve months ended June 30, 2022, respectively.

 

6


MADISON SQUARE GARDEN SPORTS CORP.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

 

     June 30,  
                 2023                     2022              

ASSETS

    

Current Assets:

    

Cash and cash equivalents

   $ 40,398     $ 91,018  

Restricted cash

     61        

Accounts receivable, net

     40,139       47,240  

Net related party receivables

     15,969       28,333  

Prepaid expenses

     24,768       18,810  

Other current assets

     27,898       19,868  
  

 

 

   

 

 

 

Total current assets

     149,233       205,269  

Property and equipment, net

     30,501       32,892  

Right-of-use lease assets

     715,283       686,782  

Amortizable intangible assets, net

           636  

Indefinite-lived intangible assets

     103,644       112,144  

Goodwill

     226,523       226,955  

Investments

     67,374       4,736  

Other assets

     22,459       32,552  
  

 

 

   

 

 

 

Total assets

   $ 1,315,017     $ 1,301,966  
  

 

 

   

 

 

 

 

7


MADISON SQUARE GARDEN SPORTS CORP.

CONSOLIDATED BALANCE SHEETS (continued)

(In thousands, except per share data)

 

     June 30,  
           2023                      2022        

LIABILITIES AND EQUITY

     

Current Liabilities:

     

Accounts payable

   $ 9,093       $ 11,263   

Net related party payables

     5,842         19,624   

Debt

     30,000         30,000   

Accrued liabilities:

     

Employee related costs

     144,310         119,279   

League-related accruals

     106,926         75,269   

Other accrued liabilities

     17,561         6,796   

Operating lease liabilities, current

     49,745         43,699   

Deferred revenue

     157,051         132,369   
  

 

 

    

 

 

 

Total current liabilities

     520,528         438,299   

Long-term debt

     295,000         220,000   

Operating lease liabilities, noncurrent

     746,437         699,587   

Defined benefit obligations

     4,526         5,005   

Other employee related costs

     49,070         43,411   

Deferred tax liabilities, net

     24,024         8,917   

Deferred revenue, noncurrent

     12,666         31,122   

Other liabilities

     —         1,002   
  

 

 

    

 

 

 

Total liabilities

     1,652,251         1,447,343   
  

 

 

    

 

 

 

Commitments and contingencies

     

Madison Square Garden Sports Corp. Stockholders’ Equity:

     

Class A Common stock, par value $0.01, 120,000 shares authorized; 19,364 and 19,697 shares outstanding as of June 30, 2023 and 2022, respectively

     204         204   

Class B Common stock, par value $0.01, 30,000 shares authorized; 4,530 shares outstanding as of June 30, 2023 and 2022

     45         45   

Preferred stock, par value $0.01, 15,000 shares authorized; none outstanding as of June 30, 2023 and 2022

     —         —   

Additional paid-in capital

     16,846         17,573   

Treasury stock, at cost, 1,084 and 751 shares as of June 30, 2023 and 2022, respectively

     (179,410)        (128,026)  

Accumulated deficit

     (173,910)        (35,699)  

Accumulated other comprehensive loss

     (1,009)        (1,186)  
  

 

 

    

 

 

 

Total Madison Square Garden Sports Corp. stockholders’ equity

     (337,234)        (147,089)  

Nonredeemable noncontrolling interests

     —         1,712   
  

 

 

    

 

 

 

Total equity

     (337,234)        (145,377)  
  

 

 

    

 

 

 

Total liabilities and equity

   $ 1,315,017       $ 1,301,966   
  

 

 

    

 

 

 

 

8


MADISON SQUARE GARDEN SPORTS CORP.

SELECTED CASH FLOW INFORMATION

(In thousands)

(Unaudited)

 

     Twelve Months Ended  
     June 30,  
                 2023     2022              

Net cash provided by operating activities

   $ 152,473      $ 178,056   

Net cash used in investing activities

     (17,759)       (2,932)  

Net cash used in financing activities

     (185,273)       (156,142)  
  

 

 

   

 

 

 

Net (decrease) increase in cash, cash equivalents and restricted cash

     (50,559)       18,982   
  

 

 

   

 

 

 

Cash, cash equivalents and restricted cash from beginning of period

     91,018        72,036   
  

 

 

   

 

 

 

Cash, cash equivalents and restricted cash at end of period

   $ 40,459      $ 91,018   
  

 

 

   

 

 

 

 

9

v3.23.2
Document and Entity Information
Aug. 17, 2023
Cover [Abstract]  
Entity Address, State or Province NY
Amendment Flag false
Entity Central Index Key 0001636519
Document Type 8-K
Document Period End Date Aug. 17, 2023
Entity Registrant Name MADISON SQUARE GARDEN SPORTS CORP.
Entity Incorporation State Country Code DE
Entity File Number 1-36900
Entity Tax Identification Number 47-3373056
Entity Address, Address Line One 2 Penn Plaza
Entity Address, City or Town New York
Entity Address, Postal Zip Code 10121
City Area Code (212)
Local Phone Number 465-4111
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Class A Common Stock
Trading Symbol MSGS
Security Exchange Name NYSE
Entity Emerging Growth Company false

Madison Square Garden Sp... (NYSE:MSGS)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more Madison Square Garden Sp... Charts.
Madison Square Garden Sp... (NYSE:MSGS)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more Madison Square Garden Sp... Charts.