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8-K - FORM 8-K - MSG NETWORKS INC.d417077d8k.htm

Exhibit 99.1

 

LOGO

MSG NETWORKS INC. REPORTS

FISCAL 2018 SECOND QUARTER RESULTS

Fiscal 2018 second quarter revenues of $181.2 million

Fiscal 2018 second quarter operating income of $75.6 million

Fiscal 2018 second quarter adjusted operating income of $82.8 million

NEW YORK, N.Y., February 1, 2018 - MSG Networks Inc. (NYSE: MSGN) today reported financial results for the fiscal second quarter ended December 31, 2017.

For the fiscal 2018 second quarter, MSG Networks Inc. generated revenues of $181.2 million, an increase of 3% as compared with the prior year period. In addition, the Company generated operating income of $75.6 million, adjusted operating income of $82.8 million and income from continuing operations of $155.6 million.(1)(2)

As a result of the recently enacted Federal tax reform legislation, which reduces the Company’s Federal tax rate to 21% from 35% effective January 1, 2018, fiscal 2018 second quarter income from continuing operations reflects a non-cash income tax benefit of approximately $106 million to reduce the Company’s net deferred tax liabilities.

President and CEO Andrea Greenberg said, “We are very pleased with our achievements so far this fiscal year. For the second quarter, we again delivered solid financial results, while also making important progress in expanding the reach of our networks. Underscoring our confidence in the strength of our business, we recently put in place a $150 million stock repurchase program – our first as a standalone media company. Looking ahead, we are confident about the Company’s outlook for the remainder of the fiscal year and believe we are well positioned to create ongoing value for our shareholders.”

 

Fiscal Year 2018 Second Quarter Results

 

       

(In thousands, except per share data)

   Three Months Ended
December 31,
 
     2017  

Revenues

   $ 181,222  

Operating income

     75,586  

Adjusted operating income

     82,807  

Income from continuing operations

     155,568  

Diluted EPS from continuing operations

   $ 2.05  

 

 

 

  1.

See page 3 of this earnings release for the definition of adjusted operating income included in the discussion of non-GAAP financial measures.

  2.

In the first quarter of fiscal year 2018, the Company adopted ASU No. 2017-07. The adoption of this standard resulted in the non-service cost components of net periodic benefit cost to be presented separately in the income statement from the service cost component and the non-service cost components to no longer be included in the subtotal for operating income. As this standard was applied retrospectively, the Company reclassified $0.3 million and $0.8 million of net periodic benefit cost from selling, general and administrative expenses and direct operating expenses to a separate line item within other income (expense) in the accompanying consolidated statement of operations for the three and six months ended December 30, 2016. Furthermore, all prior period amounts presented throughout this release reflect reclassifications made as a result of the adoption of ASU No. 2017-07.

 


Summary of Reported Results from Continuing Operations

Fiscal 2018 second quarter total revenues of $181.2 million increased 3%, or $5.6 million, as compared with the prior year period. Affiliation fee revenue increased $4.4 million, primarily due to higher affiliation rates, partially offset by the impact of a low single-digit percentage decrease in subscribers versus the prior year period. Advertising revenue increased $0.7 million, primarily due to a higher net decrease in deferred revenue related to ratings guarantees, partially offset by other net advertising decreases. Other revenues increased $0.5 million as compared with the prior year period.    

Direct operating expenses of $78.9 million increased 13%, or $9.0 million, as compared with the prior year period. The increase was primarily due to higher rights fees expense and, to a lesser extent, higher other programming-related cost increases. The increase in rights fees expense primarily reflects annual contractual rate increases and a step-up in expense related to the renewal of a rights agreement with the Buffalo Sabres, as well as additional league fees related to streaming rights and a shift in the timing of the recognition of certain other rights fees expense. The increase in other programming-related costs was primarily due to the absence of the positive impact of the finalization of a matter related to the sale of Fuse recorded in the prior year quarter.

Selling, general and administrative expenses of $24.3 million increased 6%, or $1.3 million, as compared with the prior year period, primarily due to higher employee compensation and related benefits (as a result of an increase in share-based compensation expense).

Operating income of $75.6 million decreased 6%, or $4.6 million, as compared with the prior year period, primarily due to the increase in direct operating expenses and, to a lesser extent, higher selling, general and administrative expenses (including share-based compensation expense), partially offset by the increase in revenues.

Adjusted operating income of $82.8 million decreased 4%, or $3.2 million, as compared with the prior year period, primarily due to the increase in direct operating expenses, partially offset by the increase in revenues.

 

 

 

About MSG Networks Inc.

An industry leader in sports production, and content development and distribution, MSG Networks Inc. owns and operates two award-winning regional sports and entertainment networks, MSG Network (MSG) and MSG+, and a live streaming and video on demand platform, MSG GO. The networks are home to 10 professional sports teams, delivering live games of the New York Knicks; New York Rangers; New York Islanders; New Jersey Devils; Buffalo Sabres; New York Liberty; New York Red Bulls and the Westchester Knicks, as well as coverage of the New York Giants and Buffalo Bills. Each year, MSG and MSG+ collectively telecast approximately 500 live professional games, along with a comprehensive lineup of other sporting events, including college football and basketball, and critically-acclaimed original programming. The gold standard for regional broadcasting, MSG Networks has won 162 New York Emmy Awards over the past ten years.

 

 

2


Non-GAAP Financial Measures

We define adjusted operating income, which is a non-GAAP financial measure, as operating income before 1) depreciation, amortization and impairments of property and equipment and intangible assets, 2) share-based compensation expense or benefit, 3) restructuring charges or credits and 4) gains or losses on sales or dispositions of businesses. Because it is based upon operating income, adjusted operating income 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 the Company without regard to the settlement of an obligation that is not expected to be made in cash.

We believe adjusted operating income is an appropriate measure for evaluating the operating performance of our Company. Adjusted operating income 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 measures as the most important indicators of our business performance, and evaluate management’s effectiveness with specific reference to these indicators. Adjusted operating income should be viewed as a supplement to and not a substitute for operating income, net income, cash flows from operating activities, and other measures of performance and/or liquidity presented in accordance with U.S. generally accepted accounting principles (“GAAP”). Since adjusted operating income 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 to adjusted operating income, please see page 6 of this release.

The Company defines Free Cash Flow (“Free Cash Flow”), which is a non-GAAP financial measure, as net cash provided by operating activities from continuing operations less capital expenditures, both of which are reported in our Consolidated Statement of Cash Flows. Net cash provided by operating activities from continuing operations excludes net cash provided by operating activities of discontinued operations. The Company believes the most comparable GAAP financial measure is net cash provided by operating activities. The Company believes that Free Cash Flow is useful as an indicator of its overall ability to generate liquidity, as the amount of Free Cash Flow generated in any period is representative of cash that is generated for debt repayment, investment, and other discretionary and non-discretionary cash uses. The Company also believes that Free Cash Flow is one of several benchmarks used by analysts and investors for comparison of the Company’s generation of liquidity with other companies in the industry, although the Company’s measure of Free Cash Flow may not be directly comparable to similar measures reported by other companies. For a reconciliation of Free Cash Flow to net cash provided by operating activities from continuing operations, please see page 8 of this release.

 

 

 

3


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 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.

# # #

Contacts:

 

    Kimberly Kerns

    Communications

    (212) 465-6442

  

Ari Danes, CFA

Investor Relations

(212) 465-6072

     

Conference Call Information:

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

Conference call dial-in number is 877-883-0832 / Conference ID Number 9197355

Conference call replay number is 855-859-2056 / Conference ID Number 9197355 until February 8, 2018

 

 

4


MSG NETWORKS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

 

     Three Months Ended
December 31,
    Six Months Ended
December 31,
 
     2017     2016     2017     2016  

Revenues

   $ 181,222     $ 175,646     $ 338,678     $ 329,224  

Direct operating expenses

     78,902       69,924       141,993       130,699  

Selling, general and administrative expenses

     24,311       22,997       39,872       38,295  

Depreciation and amortization

     2,423       2,580       4,874       5,158  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     75,586       80,145       151,939       155,072  

Other income (expense):

        

Interest income

     999       649       1,877       1,276  

Interest expense

     (10,242     (9,714     (20,885     (19,229

Other components of net periodic benefit cost

     (407     (346     (814     (766
  

 

 

   

 

 

   

 

 

   

 

 

 
     (9,650     (9,411     (19,822     (18,719
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from continuing operations before income taxes

     65,936       70,734       132,117       136,353  

Income tax benefit (expense)

     89,632       (27,479     64,608       (52,737
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from continuing operations

     155,568       43,255       196,725       83,616  

Loss from discontinued operations, net of taxes

                       (120
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 155,568     $ 43,255     $ 196,725     $ 83,496  
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings per share:

        

Basic

        

Income from continuing operations

   $ 2.06     $ 0.58     $ 2.61     $ 1.11  

Loss from discontinued operations

                        

Net income

   $ 2.06     $ 0.58     $ 2.61     $ 1.11  

Diluted

        

Income from continuing operations

   $ 2.05     $ 0.57     $ 2.60     $ 1.11  

Loss from discontinued operations

                        

Net income

   $ 2.05     $ 0.57     $ 2.60     $ 1.11  

Weighted-average number of common shares outstanding:

        

Basic

     75,458       75,215       75,371       75,159  

Diluted

     75,756       75,461       75,768       75,436  

 

 

5


MSG NETWORKS INC.

ADJUSTMENTS TO RECONCILE OPERATING INCOME

TO ADJUSTED OPERATING INCOME

(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:

 

   

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

 

   

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

 

     Three Months Ended
December 31,
     Six Months Ended
December 31,
 
     2017      2016      2017      2016  

Operating income

   $ 75,586      $ 80,145      $ 151,939      $ 155,072  

Share-based compensation expense

     4,798        3,273        7,719        5,049  

Depreciation and amortization

     2,423        2,580        4,874        5,158  
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted operating income

   $ 82,807      $ 85,998      $ 164,532      $ 165,279  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

 

 

6


MSG NETWORKS INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

 

     December 31,
2017
    June 30,
2017
 
ASSETS    (unaudited)        

Current Assets:

    

Cash and cash equivalents

   $ 201,915     $ 141,087  

Accounts receivable, net

     104,381       105,030  

Net related party receivable

     19,293       17,153  

Prepaid income taxes

     3,654       14,322  

Prepaid expenses

     5,452       6,468  

Other current assets

     3,467       2,343  
  

 

 

   

 

 

 

Total current assets

     338,162       286,403  

Property and equipment, net

     9,447       11,828  

Amortizable intangible assets, net

     38,933       40,663  

Goodwill

     424,508       424,508  

Other assets

     40,714       41,642  
  

 

 

   

 

 

 

Total assets

   $ 851,764     $ 805,044  
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

    

Current Liabilities:

    

Accounts payable

   $ 1,398     $ 1,241  

Net related party payable

     805       2,963  

Current portion of long-term debt

     72,414       72,414  

Income taxes payable

     7,400       11,483  

Accrued liabilities:

    

Employee related costs

     9,284       14,238  

Other accrued liabilities

     13,927       10,050  

Deferred revenue

     3,370       5,071  
  

 

 

   

 

 

 

Total current liabilities

     108,598       117,460  

Long-term debt, net of current portion

     1,204,224       1,240,431  

Defined benefit and other postretirement obligations

     29,051       29,979  

Other employee related costs

     3,966       3,930  

Other liabilities

     5,566       5,597  

Deferred tax liability

     243,601       351,854  
  

 

 

   

 

 

 

Total liabilities

     1,595,006       1,749,251  
  

 

 

   

 

 

 

Commitments and contingencies

    

Stockholders’ Deficiency:

    

Class A Common stock, par value $0.01, 360,000 shares authorized; 61,696 and 61,497 shares outstanding as of December 31, 2017 and June 30, 2017, respectively

     643       643  

Class B Common stock, par value $0.01, 90,000 shares authorized; 13,589 shares outstanding as of December 31, 2017 and June 30, 2017

     136       136  

Preferred stock, par value $0.01, 45,000 shares authorized; none outstanding

            

Additional paid-in capital

     349       6,909  

Treasury stock, at cost, 2,563 and 2,762 shares as of December 31, 2017 and June 30, 2017, respectively

     (184,449     (198,800

Accumulated deficit

     (553,535     (746,539

Accumulated other comprehensive loss

     (6,386     (6,556
  

 

 

   

 

 

 

Total stockholders’ deficiency

     (743,242     (944,207
  

 

 

   

 

 

 

Total liabilities and stockholders’ deficiency

   $ 851,764     $ 805,044  
  

 

 

   

 

 

 

 

7


MSG NETWORKS INC.

SUPPLEMENTAL FINANCIAL INFORMATION

(Dollars in thousands)

(Unaudited)

Summary Data from the Statements of Cash Flows

 

     

Six Months Ended

December 31,

 
     2017     2016  

Net cash provided by operating activities from continuing operations

   $     101,972     $     101,024  

Net cash used in investing activities from continuing operations

     (871     (2,242

Net cash used in financing activities from continuing operations

     (40,273     (32,254
  

 

 

   

 

 

 

Net cash provided by continuing operations

     60,828       66,528  
  

 

 

   

 

 

 

Net cash used in discontinued operations

     —         (953
  

 

 

   

 

 

 

Cash and cash equivalents at beginning of period

     141,087       119,568  
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 201,915     $ 185,143  
  

 

 

   

 

 

 

Free Cash Flow

 

     

Six Months Ended

December 31,

 
     2017     2016  

Net cash provided by operating activities from continuing operations

   $     101,972     $     101,024  

Less: Capital expenditures

     (871     (2,242
  

 

 

   

 

 

 

Free cash flow

   $ 101,101     $ 98,782  
  

 

 

   

 

 

 

Capitalization

 

      December 31, 2017  

Cash and cash equivalents

   $ 201,915  

Credit facility debt(a)

     1,283,750  
  

 

 

 

Net debt

   $     1,081,835  
  

 

 

 

Reconciliation of operating income to AOI for trailing twelve-month period(b)

  

Operating Income

   $ 311,764  

Share-based compensation expense

   $ 12,601  

Depreciation and amortization

   $ 10,012  
  

 

 

 

Adjusted operating income

   $ 334,377  
  

 

 

 

Leverage ratio(c)

     3.2x  

 

(a)

Represents aggregate principal amount of the debt outstanding.

 

(b)

Represents reported adjusted operating income for the trailing twelve months.

 

(c)

Represents net debt divided by annualized adjusted operating income, which differs from the covenant calculation contained in the Company’s credit facility.

 

8