NY false 0001636519 0001636519 2024-02-06 2024-02-06

 

 

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): February 6, 2024

 

 

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 February 6, 2024, Madison Square Garden Sports Corp. (the “Company”) announced its financial results for its second quarter ended December 31, 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 February 6, 2024.
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: February 6, 2024

Exhibit 99.1

 

LOGO

MADISON SQUARE GARDEN SPORTS CORP. REPORTS

FISCAL 2024 SECOND QUARTER RESULTS

NEW YORK, N.Y., February 6, 2024 - Madison Square Garden Sports Corp. (NYSE: MSGS) today reported financial results for the fiscal second quarter ended December 31, 2023.

With the 2023-24 New York Knicks (“Knicks”) and New York Rangers (“Rangers”) seasons now more than halfway complete, the Company has continued to see positive operating momentum across its business. During the fiscal 2024 second quarter, average per-game revenues for nearly every key revenue category – including tickets, suites, food, beverage and merchandise – exceeded results for the prior year period. In addition, local and national media rights fees were higher, primarily due to contractual rate increases.

In the fiscal 2024 second quarter, the Knicks and Rangers played a combined nine fewer regular season home games as compared to the prior year period. As a result, the Company generated revenues of $326.9 million, a decrease of $26.8 million, or 8%, as compared to the prior year period. In addition, the Company reported operating income of $28.8 million, a decrease of $22.7 million, or 44%, and adjusted operating income of $37.0 million, a decrease of $27.4 million, or 43%, both as compared to the prior year period.(1)

Madison Square Garden Sports Corp. Executive Chairman James L. Dolan said, “Enthusiasm for the Knicks and Rangers from fans and partners alike remains strong, with our Company seeing growth in average per-game revenues in the second quarter. We remain confident in the value of owning premier professional sports franchises and our ability to generate long-term value for shareholders.”

Results from Operations

Results for the three and six months ended December 31, 2023 and 2022 were as follows:

 

     Three Months Ended
December 31,
     Change     Six Months Ended
December 31,
     Change  
$ millions    2023      2022      $     %     2023      2022      $     %  

Revenues

   $ 326.9      $ 353.7      $ (26.8     (8 )%    $ 369.9      $ 377.8      $ (7.8     (2 )% 

Operating income

   $ 28.8      $ 51.5      $ (22.7     (44 )%    $ 14.0      $ 15.6      $ (1.6     (10 )% 

Adjusted operating income(1)

   $ 37.0      $ 64.4      $ (27.4     (43 )%    $ 27.0      $ 36.7      $ (9.6     (26 )% 

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 non-GAAP financial measures. During the fourth quarter of fiscal 2023, the Company amended this definition so that the impact of the non-cash portion of operating lease costs (which was $9.0 million and $9.4 million for the three and six months ended December 31, 2023, respectively, and $12.2 million and $12.7 million for the three and six months ended December 31, 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.

 

1


Summary of Reported Results from Operations

For the fiscal 2024 second quarter, revenues of $326.9 million decreased $26.8 million, or 8%, as compared to the prior year period. This decrease was primarily due to the Knicks and Rangers playing a combined nine fewer regular season home games at the Madison Square Garden Arena (“The Garden”) during the fiscal 2024 second quarter as compared to the prior year period. As a result, pre/regular season ticket-related revenues, suite revenues and sponsorship and signage revenues all decreased as compared to the prior year period. The decrease in revenues was partially offset by higher local media rights fees and revenues from league distributions.

Pre/regular season ticket-related revenues decreased $19.0 million, as compared to the prior year period, primarily due to the Knicks and Rangers playing fewer games at The Garden during the fiscal 2024 second quarter, partially offset by higher average per-game revenue.

Suite revenues decreased $5.9 million, as compared to the prior year period, primarily due to the Knicks and Rangers playing fewer games at The Garden during the fiscal 2024 second quarter, partially offset by higher net sales of suite products, including revenue related to new premium hospitality offerings which were made available at the start of the 2023-24 seasons.

Sponsorship and signage revenues decreased $5.8 million as compared to the prior year period, primarily due to the Knicks and Rangers playing fewer games at The Garden during the fiscal 2024 second quarter.

Local media rights fees increased $2.0 million as compared to the prior year period, primarily due to contractual rate increases. In addition, revenues from league distributions increased $1.7 million as compared to the prior year period, primarily due to higher national media rights fees, partially offset by lower other league distributions.

Direct operating expenses of $232.2 million increased $6.5 million, or 3%, as compared to the prior year period. This increase was primarily driven by higher team personnel compensation of $12.2 million and higher net provisions for league revenue sharing expense (net of escrow and excluding playoffs) of $2.6 million, both as compared to the prior year period. These increases were partially offset by a decrease in operating lease costs under the arena license agreements with MSG Entertainment of $7.3 million due to the Knicks and Rangers playing fewer games at The Garden during the fiscal 2024 second quarter, and other net cost decreases.

Selling, general and administrative expenses of $65.1 million decreased $10.6 million, or 14%, as compared to the prior year period. This decrease was primarily driven by lower employee compensation and related benefits of $7.8 million, mainly due to executive management transition costs recognized in the prior year period, and lower other general and administrative expenses.

Operating income of $28.8 million decreased $22.7 million, or 44%, as compared to the prior year period, primarily due to the decrease in revenues and, to a lesser extent, the increase in direct operating expenses, partially offset by lower selling, general and administrative expenses. Adjusted operating income of $37.0 million decreased $27.4 million, or 43%, as compared to the prior year period, primarily due to the decrease in revenues and, to a lesser extent, the increase in direct operating expenses, partially offset by a decrease in selling, general and administrative 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

During the fourth quarter of fiscal 2023, the Company amended its definition of adjusted operating income (loss) 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 in the calculation of adjusted operating income (loss) 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 February 13, 2024

 

4


MADISON SQUARE GARDEN SPORTS CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

 

     Three Months Ended     Six Months Ended  
     December 31,     December 31,  
     2023     2022     2023     2022  

Revenues

   $ 326,898     $ 353,694     $ 369,944     $ 377,783  

Direct operating expenses

     232,225       225,702       235,745       229,383  

Selling, general and administrative expenses

     65,066       75,636       118,622       130,917  

Depreciation and amortization

     790       838       1,584       1,863  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     28,817       51,518       13,993       15,620  

Other income (expense):

        

Interest income

     619       567       1,072       923  

Interest expense

     (7,419     (6,079     (14,348     (9,391

Miscellaneous income (expense), net

     2,991       385       (9,674     219  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

     25,008       46,391       (8,957     7,371  

Income tax (expense) benefit

     (10,784     (24,555     4,360       (4,062
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

     14,224       21,836       (4,597     3,309  

Less: Net loss attributable to nonredeemable noncontrolling interests

     —        (655     —        (1,362
  

 

 

   

 

 

   

 

 

   

 

 

 

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

   $ 14,224     $ 22,491     $ (4,597   $ 4,671  
  

 

 

   

 

 

   

 

 

   

 

 

 

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

   $ 0.59     $ 0.85     $ (0.19   $ 0.11  

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

   $ 0.59     $ 0.84     $ (0.19   $ 0.11  

Basic weighted-average number of common shares outstanding

     24,017       24,130       23,994       24,213  

Diluted weighted-average number of common shares outstanding

     24,065       24,189       23,994       24,306  

 

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 in arriving at adjusted operating income 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      Six Months Ended  
     December 31,      December 31,  
     2023      2022      2023      2022  

Operating income

   $ 28,817      $ 51,518      $ 13,993      $ 15,620  

Depreciation and amortization

     790        838        1,584        1,863  

Share-based compensation

     6,570        11,619        10,719        18,839  

Remeasurement of deferred compensation plan liabilities

     839        449        735        346  
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted operating income(1)

   $ 37,016      $ 64,424      $ 27,031      $ 36,668  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

During the fourth quarter of fiscal 2023, the Company amended its definition of adjusted operating income (loss) 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. Adjusted operating income includes operating lease costs of (i) $15,409 and $16,238 of expense paid in cash for the three and six months ended December 31, 2023, respectively, and $19,416 and $20,221 of expense paid in cash for the three and six months ended December 31, 2022, respectively, and (ii) a non-cash expense of $8,953 and $9,435 for the three and six months ended December 31, 2023, respectively, and $12,202 and $12,708 for the three and six months ended December 31, 2022, respectively.

 

6


MADISON SQUARE GARDEN SPORTS CORP.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

 

     December 31,
2023
     June 30,
2023
 
     (Unaudited)         

ASSETS

     

Current Assets:

     

Cash and cash equivalents

   $ 37,880      $ 40,398  

Restricted cash

     3,352        61  

Accounts receivable, net of allowance for doubtful accounts of $0 and $0 as of December 31, 2023 and June 30, 2023, respectively

     72,668        40,139  

Net related party receivables

     17,334        15,969  

Prepaid expenses

     55,661        24,768  

Other current assets

     28,738        27,898  
  

 

 

    

 

 

 

Total current assets

     215,633        149,233  

Property and equipment, net of accumulated depreciation and amortization of $50,701 and $49,117 as of December 31, 2023 and June 30, 2023, respectively

     29,697        30,501  

Right-of-use lease assets

     706,569        715,283  

Indefinite-lived intangible assets

     103,644        103,644  

Goodwill

     226,523        226,523  

Investments

     62,112        67,374  

Other assets

     24,271        22,459  
  

 

 

    

 

 

 

Total assets

   $ 1,368,449      $ 1,315,017  
  

 

 

    

 

 

 

 

7


MADISON SQUARE GARDEN SPORTS CORP.

CONSOLIDATED BALANCE SHEETS (continued)

(In thousands, except per share data)

 

     December 31,
2023
    June 30,
2023
 
     (Unaudited)        

LIABILITIES AND EQUITY

    

Current Liabilities:

    

Accounts payable

   $ 4,969     $ 9,093  

Net related party payables

     5,615       5,842  

Debt

     30,000       30,000  

Accrued liabilities:

    

Employee related costs

     90,987       144,310  

League-related accruals

     110,904       106,926  

Other accrued liabilities

     9,653       17,561  

Operating lease liabilities, current

     50,683       49,745  

Deferred revenue

     257,626       157,051  
  

 

 

   

 

 

 

Total current liabilities

     560,437       520,528  

Long-term debt

     330,000       295,000  

Operating lease liabilities, noncurrent

     741,003       746,437  

Defined benefit obligations

     4,539       4,526  

Other employee related costs

     50,719       49,070  

Deferred tax liabilities, net

     19,535       24,024  

Deferred revenue, noncurrent

     1,405       12,666  
  

 

 

   

 

 

 

Total liabilities

     1,707,638       1,652,251  
  

 

 

   

 

 

 

Commitments and contingencies

    

Madison Square Garden Sports Corp. Stockholders’ Equity:

    

Class A Common Stock, par value $0.01, 120,000 shares authorized; 19,412 and 19,364 shares outstanding as of December 31, 2023 and June 30, 2023, respectively

     204       204  

Class B Common Stock, par value $0.01, 30,000 shares authorized; 4,530 shares outstanding as of December 31, 2023 and June 30, 2023

     45       45  

Preferred stock, par value $0.01, 15,000 shares authorized; none outstanding as of December 31, 2023 and June 30, 2023

     —        —   

Additional paid-in capital

     11,471       16,846  

Treasury stock, at cost, 1,036 and 1,084 shares as of December 31, 2023 and June 30, 2023, respectively

     (171,400     (179,410

Accumulated deficit

     (178,512     (173,910

Accumulated other comprehensive loss

     (997     (1,009
  

 

 

   

 

 

 

Total equity

     (339,189     (337,234
  

 

 

   

 

 

 

Total liabilities and equity

   $ 1,368,449     $ 1,315,017  
  

 

 

   

 

 

 

 

8


MADISON SQUARE GARDEN SPORTS CORP.

SELECTED CASH FLOW INFORMATION

(In thousands)

(Unaudited)

 

     Six Months Ended  
     December 31,  
     2023     2022  

Net cash (used in) provided by operating activities

   $ (20,257   $ 31,577  

Net cash used in investing activities

     (5,238     (1,314

Net cash provided by (used in) financing activities

     26,268       (76,123
  

 

 

   

 

 

 

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

     773       (45,860
  

 

 

   

 

 

 

Cash, cash equivalents and restricted cash at beginning of period

     40,459       91,018  
  

 

 

   

 

 

 

Cash, cash equivalents and restricted cash at end of period

   $ 41,232     $ 45,158  
  

 

 

   

 

 

 

 

9

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Document and Entity Information
Feb. 06, 2024
Cover [Abstract]  
Entity Address, State or Province NY
Amendment Flag false
Entity Central Index Key 0001636519
Document Type 8-K
Document Period End Date Feb. 06, 2024
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

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