Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Dec. 31, 2017 | Jan. 31, 2018 | |
Entity Registrant Name | MSG Networks Inc. | |
Trading Symbol | MSGN | |
Entity Central Index Key | 1,469,372 | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2017 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class A Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 61,696,629 | |
Class B Common Stock [Member] | ||
Entity Common Stock, Shares Outstanding | 13,588,555 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Jun. 30, 2017 |
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 |
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 (see Note 7) | ||
Stockholders' Equity (Deficiency): | ||
Preferred stock, par value $0.01, 45,000 shares authorized; none outstanding | 0 | 0 |
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 |
Class A Common Stock [Member] | ||
Stockholders' Equity (Deficiency): | ||
Common stock, value issued | 643 | 643 |
Class B Common Stock [Member] | ||
Stockholders' Equity (Deficiency): | ||
Common stock, value issued | $ 136 | $ 136 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands | Dec. 31, 2017 | Jun. 30, 2017 |
Preferred stock, par value (dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 45,000 | 45,000 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury stock, shares | 2,563 | 2,762 |
Commitments and contingencies (see Note 7) | ||
Class A Common Stock [Member] | ||
Common stock, par value (dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 360,000 | 360,000 |
Common stock, shares outstanding | 61,696 | 61,497 |
Class B Common Stock [Member] | ||
Common stock, par value (dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 90,000 | 90,000 |
Common stock, shares outstanding | 13,589 | 13,589 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||||
Revenues | $ 181,222 | $ 175,646 | $ 338,678 | $ 329,224 |
Direct operating expenses (including related party expenses of $37,332 and $34,905 for the three months ended December 31, 2017 and 2016, respectively, and $74,013 and $70,169 for the six months ended December 31, 2017 and 2016, respectively) | 78,902 | 69,924 | 141,993 | 130,699 |
Selling, general and administrative expenses (including related party expenses of $7,429 and $6,866 for the three months ended December 31, 2017 and 2016, respectively, and $10,152 and $9,562 for the six months ended December 31, 2017 and 2016, respectively) | 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) |
Nonoperating expense, Total | (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 | 0 | 0 | 0 | (120) |
Net income | $ 155,568 | $ 43,255 | $ 196,725 | $ 83,496 |
Basic [Abstract] | ||||
Income from continuing operations | $ 2.06 | $ 0.58 | $ 2.61 | $ 1.11 |
Loss from discontinued operations | 0 | 0 | 0 | 0 |
Net income | 2.06 | 0.58 | 2.61 | 1.11 |
Diluted [Abstract] | ||||
Income from continuing operations | 2.05 | 0.57 | 2.60 | 1.11 |
Loss from discontinued operations | 0 | 0 | 0 | 0 |
Net income | $ 2.05 | $ 0.57 | $ 2.60 | $ 1.11 |
Weighted-average number of common shares outstanding: | ||||
Basic (in shares) | 75,458 | 75,215 | 75,371 | 75,159 |
Diluted (in shares) | 75,756 | 75,461 | 75,768 | 75,436 |
Consolidated Statements Of Ope5
Consolidated Statements Of Operations (Parenthetical) - Continuing Operations [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Direct operating expenses from related party | $ 37,332 | $ 34,905 | $ 74,013 | $ 70,169 |
Selling, general and administrative expenses from related party | $ 7,429 | $ 6,866 | $ 10,152 | $ 9,562 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Consolidated Statements of Comprehensive Income (Loss) [Abstract] | ||||
Net income | $ 155,568 | $ 43,255 | $ 196,725 | $ 83,496 |
Amounts reclassified from accumulated other comprehensive loss [Abstract] | ||||
Amortization of net actuarial loss included in net periodic benefit cost | 149 | 175 | 298 | 350 |
Amortization of net prior service credit included in net periodic benefit cost | (3) | (6) | (6) | (12) |
Settlement gain | 0 | (74) | 0 | (74) |
Other comprehensive income before income taxes | 146 | 95 | 292 | 264 |
Income tax expense related to items of other comprehensive income | (61) | (40) | (122) | (111) |
Other comprehensive income | 85 | 55 | 170 | 153 |
Comprehensive income | $ 155,653 | $ 43,310 | $ 196,895 | $ 83,649 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities from continuing operations: | ||
Net Income | $ 196,725 | $ 83,496 |
Loss from discontinued operations, net of taxes | 0 | 120 |
Income from continuing operations | 196,725 | 83,616 |
Adjustments to reconcile net income to net cash provided by operating activities from continuing operations: | ||
Depreciation and amortization | 4,874 | 5,158 |
Amortization of deferred financing costs | 1,501 | 1,502 |
Share-based compensation expense | 7,719 | 5,049 |
Provision for doubtful accounts | 252 | (162) |
Change in assets and liabilities: | ||
Accounts receivable, net | 773 | 1,014 |
Net related party receivable | (3,387) | (246) |
Prepaid expenses and other assets | 612 | 899 |
Accounts payable | 157 | (1,055) |
Net related party payable, including payable to MSG | (2,163) | (2,289) |
Prepaid/payable for income taxes | 6,585 | 13,362 |
Accrued and other liabilities | (1,600) | (1,310) |
Deferred revenue | (1,701) | (2,566) |
Deferred income taxes | (108,375) | (1,948) |
Net cash provided by operating activities from continuing operations | 101,972 | 101,024 |
Cash flows from investing activities from continuing operations: | ||
Capital expenditures | (871) | (2,242) |
Net cash used in investing activities from continuing operations | (871) | (2,242) |
Cash flows from financing activities from continuing operations: | ||
Principal repayments on Term Loan Facility (see Note 6) | (37,500) | (30,000) |
Taxes paid in lieu of shares issued for share-based compensation | (2,773) | (2,254) |
Net cash used in financing activities from continuing operations | (40,273) | (32,254) |
Net cash provided by continuing operations | 60,828 | 66,528 |
Cash flows of discontinued operations [Abstract] | ||
Net cash used in operating activities | 0 | (953) |
Net cash used in investing activities | 0 | 0 |
Net cash used in financing activities | 0 | 0 |
Net cash used in discontinued operations | 0 | (953) |
Net increase in cash and cash equivalents | 60,828 | 65,575 |
Cash and cash equivalents at beginning of period | 141,087 | 119,568 |
Cash and cash equivalents at end of period | $ 201,915 | $ 185,143 |
Consolidated Statements Of Stoc
Consolidated Statements Of Stockholders' Equity (Deficiency) And Comprehensive Income (Loss) - USD ($) $ in Thousands | Total | Common Stock Issued [Member] | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Balance at Jun. 30, 2016 | $ (1,119,958) | $ 779 | $ 0 | $ (207,796) | $ (905,352) | $ (7,589) |
Increase (Decrease) in Stockholders' Equity (Deficiency) [Roll Forward] | ||||||
Net income | 83,496 | 83,496 | ||||
Other comprehensive income | 153 | 153 | ||||
Comprehensive income | 83,649 | |||||
Exercise of stock options | 2 | (57) | 59 | 0 | ||
Share-based compensation expense | 5,049 | 5,049 | ||||
Tax withholding associated with shares issued for equity-based compensation | (2,271) | (1,793) | (423) | (55) | ||
Shares issued upon distribution of Restricted Stock Units | 0 | (86) | 10,448 | (10,362) | ||
Adjustments related to the transfer of certain liabilities as a result of the Distribution | (158) | 0 | (158) | 0 | ||
Balance at Dec. 31, 2016 | (1,033,687) | 779 | 3,113 | (197,712) | (832,431) | (7,436) |
Balance at Jun. 30, 2017 | (944,207) | 779 | 6,909 | (198,800) | (746,539) | (6,556) |
Increase (Decrease) in Stockholders' Equity (Deficiency) [Roll Forward] | ||||||
Net income | 196,725 | 196,725 | ||||
Other comprehensive income | 170 | 170 | ||||
Comprehensive income | 196,895 | |||||
Share-based compensation expense | 7,719 | 7,719 | ||||
Tax withholding associated with shares issued for equity-based compensation | (3,649) | (3,649) | 0 | 0 | ||
Shares issued upon distribution of Restricted Stock Units | 0 | (10,630) | 14,351 | (3,721) | ||
Balance at Dec. 31, 2017 | $ (743,242) | $ 779 | $ 349 | $ (184,449) | $ (553,535) | $ (6,386) |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Dec. 31, 2017 | |
Description of Business And Basis of Presentation [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Description of Business MSG Networks Inc. (together with its subsidiaries, the “Company”) owns and operates two regional sports and entertainment networks, MSG Network and MSG+. On September 30, 2015, the Company distributed to its stockholders all of the outstanding common stock of The Madison Square Garden Company (“MSG”) (the “Distribution”). Following the Distribution, the Company no longer consolidates the financial results of MSG for purposes of its own financial reporting. Certain transaction costs related to the Distribution are classified in the consolidated statement of operations for the six months ended December 31, 2016 as discontinued operations. The Company operates and reports financial information in one segment. Substantially all revenues and assets of the Company are attributed to or located in the United States and are primarily concentrated in the New York City metropolitan area. Unaudited Interim Financial Statements The accompanying interim consolidated unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X, and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended June 30, 2017 . The financial statements as of December 31, 2017 and for the three and six months ended December 31, 2017 and 2016 presented in this Quarterly Report on Form 10-Q are unaudited; however, in the opinion of management such financial statements reflect all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods presented. The results of operations for the periods presented are not necessarily indicative of the results that might be expected for future interim periods or for the full year. |
Accounting Policies
Accounting Policies | 6 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Accounting Policies Principles of Consolidation The consolidated financial statements of the Company include the accounts of MSG Networks Inc. and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amount of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amount of revenues and expenses. Such estimates include the valuation of accounts receivable, goodwill, intangible assets, other long-lived assets, tax accruals, and other liabilities. In addition, estimates are used in revenue recognition, income tax benefit (expense), performance and share-based compensation, depreciation and amortization, litigation matters, and other matters. Management believes its use of estimates in the consolidated financial statements to be reasonable. 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. Recently Adopted Accounting Pronouncements In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-07, Compensation — Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . This standard was early adopted by the Company in the first quarter of fiscal year 2018, and was applied retrospectively. The adoption of this standard resulted in the non-service cost components of net periodic benefit cost to be presented separately from the service cost component, and the non-service cost components to no longer be included in the subtotal for operating income in the consolidated statements of operations. The presentation of the service cost component of net periodic benefit cost remains unchanged within selling, general and administrative expenses and direct operating expenses in the consolidated statements of operations. As this standard was applied retrospectively, the Company reclassified $346 and $ 766 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 statements of operations for the three and six months ended December 31, 2016 , respectively. Recently Issued Accounting Pronouncements Not Yet Adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which supersedes the revenue recognition requirements in FASB Accounting Standards Codification ( “ ASC ” ) Topic 605, Revenue Recognition . This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which defers the effective date of ASU No. 2014-09 for all entities by one year. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Consideration s , which provides clarification on the implementation guidance on principal versus agent considerations outlined in ASU No. 2014-09. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , which finalized a mendments to identifying performance obligations and accounting for licenses of intellectual property. In May 2016, the FASB issued ASU No. 2016-12, R evenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients , which clarifies assessing collectibility, noncash consideration, presentation of sales taxes, completed contracts, and contract modifications at transition. This standard will be effective for the Company beginning in the first quarter of fiscal year 2019, and the Company expects to adopt this standard using the modified retrospective method. The Company has partially completed its assessment of the new standard to determine the impact it will have on its consolidated financial statements and related disclosures, and expects the remainder of its assessment to be completed by the end of fiscal year 2018. In February 2016, the FASB issued ASU No. 2016-02 , Leases (Topic 842) , which supersedes the current guidance in ASC Topic 840, Leases . This ASU requires the recognition of lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous GAAP. The amended guidance also requires additional quantitative and qualitative disclosures regarding the amount, timing, and uncertainty of cash flows arising from leases in order to provide additional information about the nature of an organization’s leasing activities. This standard will be effective for the Company beginning in the first quarter of fiscal year 2020, with early adoption permitted, and the modified retrospective approach required. The Company is currently evaluating the impact this standard will have on its consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which amends ASC Topic 230, Statement of Cash Flows to eliminate the diversity in practice related to the classification of certain cash receipts and payments in the statement of cash flows by adding or clarifying guidance on eight specific cash flow issues. This standard will be effective for the Company beginning in the first quarter of fiscal year 2019, with early adoption permitted and the retrospective approach required. The adoption of this guidance is not expected to have a material impact on the Company ’ s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses, which will effect various areas of accounting including, but not limited to, goodwill and consolidation. This standard will be effective for the Company beginning in the first quarter of fiscal year 2019, with early adoption permitted. The standard is to be applied prospectively. The adoption of this guidance is not expected to have a material impact on the Company ’ s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which simplifies the measurement of goodwill impairment by eliminating the requirement of performing a hypothetical purchase price allocation. Instead, impairment will be measured using the difference between the carrying amount and fair value of the reporting unit. The amended guidance also eliminates the requirement for any reporting unit with a zero or a negative carrying amount to perform a qualitative assessment and will require disclosure of the amount of goodwill allocated to each reporting unit with a zero or a negative carrying amount of net assets. This standard will be effective for the Company beginning in the first quarter of fiscal year 2021, with early adoption permitted. The standard is to be applied prospectively. Based on the Company’s most recent annual goodwill impairment test completed in the first quarter of fiscal year 2018, the adoption of this guidance is not expected to have any initial impact on the Company’s consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting , which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. An entity should account for the effects of a modification unless all of the following characteristics of the modified award are the same as the original award immediately before the original award is modified: (i) the award’s fair value, (ii) the award’s vesting condition, and (iii) the award’s classification as an equity or liability instrument. This standard will be effective for the Company beginning in the first quarter of fiscal year 2019, with early adoption permitted. The standard is to be applied prospectively to an award modified on or after the adoption date. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. |
Computation of Earnings Per Com
Computation of Earnings Per Common Share | 6 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Computation of Earnings per Common Share | Computation of Earnings per Common Share Basic earnings per common share (“EPS”) is based upon net income available to 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 (“RSUs”) and exercise of stock options only in the periods in which such effect would have been dilutive. The following table presents a reconciliation of the weighted-average number of shares used in the calculations of basic and diluted EPS: Three Months Ended Six Months Ended December 31, December 31, 2017 2016 2017 2016 Weighted-average number of shares for basic EPS 75,458 75,215 75,371 75,159 Dilutive effect of shares issuable under share-based compensation plans 298 246 397 277 Weighted-average number of shares for diluted EPS 75,756 75,461 75,768 75,436 Anti-dilutive shares 1,072 535 615 317 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill And Intangible Assets | Goodwill and Intangible Assets During the first quarter of fiscal year 2018, the Company performed its annual impairment test of goodwill, and there was no impairment of goodwill identified. The Company’s intangible assets subject to amortization are as follows: December 31, 2017 June 30, Affiliate relationships $ 83,044 $ 83,044 Less accumulated amortization (44,111 ) (42,381 ) $ 38,933 $ 40,663 Affiliate relationships have an estimated useful life of 24 years. Amortization expense for intangible assets was $865 for the three months ended December 31, 2017 and 2016 , and $1,730 for the six months ended December 31, 2017 and 2016 . |
Property and Equipment
Property and Equipment | 6 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment As of December 31, 2017 and June 30, 2017 , property and equipment consisted of the following assets: December 31, June 30, Equipment $ 41,954 $ 40,918 Furniture and fixtures 1,695 1,695 Leasehold improvements 19,285 19,285 Construction in progress 269 565 63,203 62,463 Less accumulated depreciation and amortization (53,756 ) (50,635 ) $ 9,447 $ 11,828 Depreciation and amortization expense on property and equipment was $1,558 and $1,715 for the three months ended December 31, 2017 and 2016 , respectively, and $3,144 and $3,428 for the six months ended December 31, 2017 and 2016 , respectively. |
Debt
Debt | 6 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt On September 28, 2015, MSGN Holdings L.P. (“MSGN L.P.”), an indirect wholly-owned subsidiary of the Company through which the Company conducts substantially all of its operations, and MSGN Eden, LLC, an indirect subsidiary of the Company and the general partner of MSGN L.P., Regional MSGN Holdings LLC, a direct subsidiary of the Company and the limited partner of MSGN L.P. (collectively with MSGN Eden, LLC, the “Holdings Entities”), and certain subsidiaries of MSGN L.P. entered into a credit agreement (the “Credit Agreement”) with a syndicate of lenders. The Credit Agreement provides MSGN L.P. with senior secured credit facilities (the “Senior Secured Credit Facilities”) consisting of: (a) an initial $1,550,000 term loan facility (the “Term Loan Facility”) and (b) a $250,000 revolving credit facility (the “Revolving Credit Facility”), each with a term of five years. In connection with the Distribution, $1,450,000 of the proceeds from the Term Loan Facility was contributed to MSG immediately following the closing of the Senior Secured Credit Facilities. Up to $35,000 of the Revolving Credit Facility is available for the issuance of letters of credit. Subject to the satisfaction of certain conditions and limitations, the Credit Agreement allows for the addition of incremental term and/or revolving loan commitments and incremental term and/or revolving loans. Borrowings under the Credit Agreement bear interest at a floating rate, which at the option of MSGN L.P. may be either (a) base rate, representing the higher of: (i) the New York Fed Bank Rate plus 0.50% ; (ii) the U.S. Prime Rate; or (iii) the one-month London Interbank Offered Rate, or LIBOR, plus 1.00% (the “Base Rate”), plus an additional rate ranging from 0.50% to 1.25% per annum (determined based on a total leverage ratio), or (b) a Eurodollar rate (the “Eurodollar Rate”) plus an additional rate ranging from 1.50% to 2.25% per annum (determined based on a total leverage ratio), provided that for the period until the delivery of the compliance certificate for the period ending March 31, 2016, the additional rate used in calculating both floating rates was (i) 1.00% per annum for borrowings bearing interest at the Base Rate, and (ii) 2.00% per annum for borrowings bearing interest at the Eurodollar Rate. Upon a payment default in respect of principal, interest or other amounts due and payable under the Credit Agreement or related loan documents, default interest will accrue on all overdue amounts at an additional rate of 2.00% per annum. The Credit Agreement requires that MSGN L.P. pay a commitment fee of 0.30% in respect of the average daily unused commitments, as well as fronting fees, to banks that issue letters of credit pursuant to the Revolving Credit Facility. The Credit Agreement generally requires the Holdings Entities and MSGN L.P. and its restricted subsidiaries on a consolidated basis to comply with a maximum total leverage ratio of 6.00:1.00 from the closing date until September 30, 2016 and a maximum total leverage ratio of 5.50:1.00 from October 1, 2016 until maturity, subject, in each case, to upward adjustment during the continuance of certain events. In addition, there is a minimum interest coverage ratio of 2.00:1.00 for the Holdings Entities and MSGN L.P. and its restricted subsidiaries on a consolidated basis. As of December 31, 2017 , the Holdings Entities and MSGN L.P. and its restricted subsidiaries on a consolidated basis were in compliance with the financial covenants of the Credit Agreement. All borrowings under the Credit Agreement are subject to the satisfaction of customary conditions, including absence of a default and accuracy of representations and warranties. As of December 31, 2017 , there were no letters of credit issued and outstanding under the Revolving Credit Facility, which provides full borrowing capacity of $250,000 . The Company has made principal payments aggregating $266,250 through December 31, 2017 . The Term Loan Facility amortizes quarterly in accordance with its terms through June 30, 2020 with a final maturity date on September 28, 2020 . As of December 31, 2017 , the principal repayments required under the Term Loan Facility are as follows: Remainder of fiscal year ending June 30, 2018 $ 37,500 Fiscal year ending June 30, 2019 75,000 Fiscal year ending June 30, 2020 114,375 Fiscal year ending June 30, 2021 1,056,875 $ 1,283,750 All obligations under the Credit Agreement are guaranteed by the Holdings Entities and MSGN L.P.’s existing and future direct and indirect domestic subsidiaries that are not designated as excluded subsidiaries or unrestricted subsidiaries (the “Subsidiary Guarantors,” and together with the Holdings Entities, the “Guarantors”). All obligations under the Credit Agreement, including the guarantees of those obligations, are secured by certain assets of MSGN L.P. and each Guarantor (collectively, “Collateral”), including, but not limited to, a pledge of the equity interests in MSGN L.P. held directly by the Holdings Entities and the equity interests in each Subsidiary Guarantor held directly or indirectly by MSGN L.P. Subject to customary notice and minimum amount conditions, MSGN L.P. may voluntarily prepay outstanding loans under the Credit Agreement at any time, in whole or in part, without premium or penalty (except for customary breakage costs with respect to Eurodollar loans). MSGN L.P. is required to make mandatory prepayments in certain circumstances, including without limitation from the net cash proceeds of certain sales of assets (including Collateral) or casualty insurance and/or condemnation recoveries (subject to certain reinvestment, repair or replacement rights) and the incurrence of certain indebtedness, subject to certain exceptions. In addition to the financial covenants discussed above, the Credit Agreement and the related security agreement contain certain customary representations and warranties, affirmative covenants, and events of default. The Credit Agreement contains certain restrictions on the ability of the Holdings Entities and MSGN L.P. and its restricted subsidiaries to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the Credit Agreement, including the following: (i) incurring additional indebtedness and contingent liabilities; (ii) creating liens on certain assets; (iii) making investments, loans or advances in or to other persons; (iv) paying dividends and distributions or repurchasing capital stock; (v) changing their lines of business; (vi) engaging in certain transactions with affiliates; (vii) amending specified material agreements; (viii) merging or consolidating; (ix) making certain dispositions; and (x) entering into agreements that restrict the granting of liens. The Holdings Entities are also subject to customary passive holding company covenants. The Company is amortizing its deferred financing costs on a straight-line basis over the five-year term of the Senior Secured Credit Facilities which approximates the effective interest method. The following table summarizes the presentation of the Term Loan Facility and the related deferred financing costs in the accompanying consolidated balance sheets as of December 31, 2017 and June 30, 2017 : Term Loan Facility Deferred Financing Costs Total December 31, 2017 Current portion of long-term debt $ 75,000 $ (2,586 ) $ 72,414 Long-term debt, net of current portion 1,208,750 (4,526 ) 1,204,224 Total $ 1,283,750 $ (7,112 ) $ 1,276,638 June 30, 2017 Current portion of long-term debt $ 75,000 $ (2,586 ) $ 72,414 Long-term debt, net of current portion 1,246,250 (5,819 ) 1,240,431 Total $ 1,321,250 $ (8,405 ) $ 1,312,845 In addition, the Company has deferred financing costs related to the Revolving Credit Facility recorded in the accompanying consolidated balance sheets as summarized in the following table: December 31, 2017 June 30, 2017 Other current assets $ 417 $ 417 Other assets 730 938 The Company made interest payments under the Credit Agreement of $19,180 and $17,625 during the six months ended December 31, 2017 and 2016 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Commitments and Contingencies Commitments As more fully described in Notes 9 and 10 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2017 , the Company’s contractual obligations not reflected on the balance sheet consist primarily of its obligations under media rights agreements and, to a lesser extent, long-term noncancelable operating lease agreements. In addition, see Note 6 for the principal repayments required under the Company’s Term Loan Facility. Legal Matters The Company is a defendant in various lawsuits. Although the outcome of these matters cannot be predicted with certainty, management does not believe that resolution of these lawsuits will have a material adverse effect on the Company. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 are developed using market data, such as publicly available information about actual events or transactions, and reflect the assumptions that market participants would use when pricing the asset or liability. Unobservable inputs are inputs for which market data is not available and that are developed using the best information available about the assumptions that market participants would use when pricing the asset or liability. The fair value hierarchy consists of the following three levels: • Level I — Quoted prices for identical instruments in active markets. • 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. • Level III — Instruments whose significant value drivers are unobservable. The following table presents for each of these hierarchy levels, the Company’s assets that are measured at fair value on a recurring basis, which include cash equivalents: Level I Level II Level III Total December 31, 2017 Assets: Money market accounts $ 31,292 $ — $ — $ 31,292 Time deposits 170,623 — — 170,623 Total assets measured at fair value $ 201,915 $ — $ — $ 201,915 June 30, 2017 Assets: Money market accounts $ 34,128 $ — $ — $ 34,128 Time deposits 106,482 — — 106,482 Total assets measured at fair value $ 140,610 $ — $ — $ 140,610 Money market accounts and time deposits are classified within Level I of the fair value hierarchy as they are valued using observable inputs that reflect quoted prices for identical assets in active markets. The carrying amount of the Company’s money market accounts and time deposits approximates fair value due to their short-term maturities. Other Financial Instruments The fair value of the Company’s long-term debt (see Note 6 ) was approximately $ 1,277,000 as of December 31, 2017 . The Company’s long-term debt is classified within Level II of the fair value hierarchy as it is valued using quoted prices of such securities for which fair value can be derived from inputs that are readily observable. |
Pension Plans and Other Postret
Pension Plans and Other Postretirement Benefit Plan | 6 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Pension Plans And Other Postretirement Benefit Plan | 9 . Pension Plans and Other Postretirement Benefit Plan As more fully described in Note 13 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2017, the Company sponsors (i) a non-contributory, qualified defined benefit pension plan covering certain of its union employees, (ii) an unfunded non-contributory, non-qualified frozen excess cash balance plan covering certain employees, and (iii) an unfunded non-contributory, non-qualified frozen defined benefit pension plan for the benefit of certain employees who participated in an underlying qualified plan (collectively the “MSG Networks Plans”). The Company also sponsors a contributory welfare plan which provides certain postretirement healthcare benefits to certain employees hired prior to January 1, 2001 (the “Postretirement Plan”). Components of net periodic benefit cost for the MSG Networks Plans and Postretirement Plan are as follows: Pension Plans Postretirement Plan Three Months Ended Three Months Ended December 31, December 31, 2017 2016 2017 2016 Service cost $ 128 $ 133 $ 17 $ 18 Interest cost 358 332 30 25 Expected return on plan assets (127 ) (106 ) — — Recognized actuarial loss (a) 149 175 — — Amortization of unrecognized prior service credit (a) — — (3 ) (6 ) Settlement gain (a) — (74 ) — — Net periodic benefit cost $ 508 $ 460 $ 44 $ 37 Pension Plans Postretirement Plan Six Months Ended Six Months Ended December 31, December 31, 2017 2016 2017 2016 Service cost $ 256 $ 266 $ 34 $ 36 Interest cost 716 664 60 50 Expected return on plan assets (254 ) (212 ) — — Recognized actuarial loss (a) 298 350 — — Amortization of unrecognized prior service credit (a) — — (6 ) (12 ) Settlement gain (a) — (74 ) — — Net periodic benefit cost $ 1,016 $ 994 $ 88 $ 74 (a) Reflects amounts reclassified from accumulated other comprehensive loss to other components of net periodic benefit cost in the accompanying consolidated statements of operations. In addition, as more fully described in Note 13 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2017, the Company sponsors the MSGN Holdings, L.P. Excess Savings Plan and participates in the Madison Square Garden 401(k) Savings Plan, formerly the MSG Holdings, L.P. 401(k) Savings Plan, a multiple employer plan (together, the “Savings Plans”). Expenses related to the Savings Plans included in the accompanying consolidated statements of operations were $246 and $222 for the three months ended December 31, 2017 and 2016 , respectively, and $459 and $399 for the six months ended December 31, 2017 and 2016 , respectively. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation | Share-based Compensation See Note 14 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2017 for more information regarding (i) the MSG Networks Inc. 2010 Employee Stock Plan, as amended (the “Employee Stock Plan”), and (ii) the MSG Networks Inc. 2010 Stock Plan For Non-Employee Directors, as amended (the “Non-Employee Director Plan”), as well as certain share-based payment awards granted prior to July 1, 2015. Share-based compensation expense, presented within selling, general and administrative expenses and direct operating expenses, was $4,798 and $3,273 for the three months ended December 31, 2017 and 2016 , respectively, and $7,719 and $5,049 for the six months ended December 31, 2017 and 2016 , respectively. Stock Options Award Activity The following table summarizes activity relating to holders of the Company’s stock options for the six months ended December 31, 2017 : Number of Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value Nonperformance Based Vesting Performance Based Vesting Balance as of June 30, 2017 535 534 $ 17.81 6.71 $ 4,960 Granted 426 427 21.60 Balance as of December 31, 2017 961 961 $ 19.49 6.19 $ 2,608 Exercisable as of December 31, 2017 178 — $ 17.81 6.21 $ 435 In September 2017, the Company granted 853 stock options, of which 50% are subject to three-year ratable vesting and the remaining 50% are subject to three-year cliff vesting and the achievement of certain Company performance criteria. These options have an expiration period of 7.5 years. The Company calculated the fair value of these options on the date of grant using the Black-Scholes option pricing model, which resulted in a grant date fair value of $5.63 per option. The following were the key assumptions used to calculate the fair value of this award: Risk-free interest rate 1.76 % Expected term 5.25 years Expected volatility 24.79 % The Company’s computation of expected term was calculated using the simplified method (the average of the vesting period and option term) as prescribed in ASC Topic 718-10-S99. The Company’s computation of expected volatility was based on historical volatility of its common stock. The aggregate intrinsic value is calculated for in-the-money options as the difference between (i) the exercise price of the underlying award and (ii) the quoted price of the Company’s Class A common stock, par value $0.01 per share (“Class A Common Stock”) at December 31, 2017 and June 30, 2017, as applicable. Restricted Share Units Award Activity The following table summarizes activity relating to holders (including Company and MSG employees) of the Company’s RSUs for the six months ended December 31, 2017 : Number of Nonperformance Vesting RSUs Performance Based Vesting RSUs Weighted-Average Fair Value Per Share At Date of Grant Unvested award balance as of June 30, 2017 544 597 $ 25.79 Granted 181 340 21.31 Vested (318 ) (132 ) 33.25 Forfeited (3 ) (2 ) 35.99 Unvested award balance as of December 31, 2017 404 803 21.04 Nonperformance based vesting RSUs granted during the six months ended December 31, 2017 included 112 RSUs granted under the Employee Stock Plan that are subject to three-year ratable vesting and 69 RSUs granted under the Non-Employee Director Plan which vested upon date of grant. Performance based vesting RSUs granted under the Employee Stock Plan during the six months ended December 31, 2017 included 114 RSUs that are subject to three-year ratable vesting and 226 RSUs subject to three-year cliff vesting. RSUs granted under the Employee Stock Plan and Non-Employee Director Plan 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. RSUs granted under the Non-Employee Director Plan will settle 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. The fair value of RSUs that vested during the six months ended December 31, 2017 was $9,008 . Upon delivery, RSUs granted under the Employee Stock Plan were net share-settled to cover the required statutory tax withholding obligations and the remaining number of shares were issued from the Company’s treasury shares. To fulfill the employees’ statutory minimum tax withholding obligations for the applicable income and other employment taxes, 182 of these RSUs, with an aggregate value of $3,649 , were retained by the Company and the taxes paid during the six months ended December 31, 2017 are reflected as a financing activity in the accompanying consolidated statement of cash flows. |
Stock Repurchase Program (Notes
Stock Repurchase Program (Notes) | 6 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Treasury Stock [Text Block] | Note 11. Stock Repurchase Program On December 7, 2017, the Company’s Board of Directors authorized the repurchase of up to $150,000 of the Company’s Class A Common Stock. Under the authorization, shares of Class A Common Stock may be purchased from time to time in open market or private transactions, block trades or such other manner as the Company may determine, 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. As of December 31, 2017, the Company had $150,000 of availability remaining under its stock repurchase authorization. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions As of December 31, 2017 , members of the Dolan family group, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, including trusts for the benefit of the Dolan family group, collectively beneficially own all of the Company’s outstanding Class B common stock, par value $ 0.01 per share (“Class B Common Stock”) and own approximately 2.7% of the Company’s outstanding Class A Common Stock. Such shares of the Company’s Class A Common Stock and Class B Common Stock, collectively, represent approximately 69.6% of the aggregate voting power of the Company’s outstanding common stock. Members of the Dolan family are also the controlling stockholders of MSG and AMC Networks Inc. (“AMC Networks”). On June 16, 2016, the Company entered into an arrangement with the Dolan Family Office, LLC (“DFO”), MSG, and AMC Networks providing for the sharing of certain expenses associated with executive office space which is available to Charles F. Dolan (a director of the Company and MSG, and the Executive Chairman and a director of AMC Networks), James L. Dolan (the Executive Chairman and a director of the Company, the Executive Chairman, Chief Executive Officer, and a director of MSG, and a director of AMC Networks), and the DFO, which is controlled by Charles F. Dolan. Beginning in June 2016, the Company agreed to share certain executive support costs, including office space, executive assistants, security and transportation costs for (i) the Company’s Executive Chairman with MSG and (ii) the Company’s Vice Chairman with MSG and AMC Networks. In connection with the Distribution, the Company entered into various agreements with MSG, including media rights agreements covering Knicks and Rangers games, an advertising sales representation agreement, a trademark license agreement, a tax disaffiliation agreement, a transition services agreement (“TSA”), and certain other arrangements. The TSA expired on September 30, 2017. The Company entered into a new services agreement (“Services Agreement”) effective July 1, 2017, which provides for each party to furnish substantially the same services, as well as the executive support services described above, in exchange for service fees. The Company has entered into various agreements with AMC Networks with respect to a number of ongoing commercial relationships. Related party transactions Rights fees The Company’s media rights agreements with the Knicks and the Rangers, effective as of July 1, 2015, provide the Company with exclusive media rights to team games in their local markets. Rights fees included in the accompanying consolidated statements of operations for the three months ended December 31, 2017 and 2016 were $35,631 and $33,037 , respectively, and $70,783 and $66,837 for the six months ended December 31, 2017 and 2016 , respectively. Origination, master control and technical services AMC Networks provides certain origination, master control, and technical services to the Company. Amounts charged to the Company for the three months ended December 31, 2017 and 2016 were $1,494 and $1,543 , respectively and $2,993 and $2,991 for the six months ended December 31, 2017 and 2016 , respectively. Commission The Company’s advertising sales representation agreement with MSG, which has a term through June 30, 2022 , provides for MSG to act as our advertising sales representative and includes the exclusive right and obligation to sell certain advertising availabilities on our behalf for a commission. All of the Company’s advertising sales personnel were transferred to MSG in connection with the Distribution. The amounts charged to the Company for the three months ended December 31, 2017 and 2016 were $5,140 and $5,169 , respectively, and $5,567 and $5,594 for the six months ended December 31, 2017 and 2016 , respectively. Other operating expenses The Company and its related parties enter into transactions with each other in the ordinary course of business. In addition, pursuant to the Services Agreement, the Company outsources (and prior to the expiration of the TSA, the Company outsourced) certain business functions to MSG. These services currently include information technology, accounts payable, payroll, tax, certain legal functions, human resources, insurance and risk management, investor relations, corporate communications, benefit plan administration and reporting, and internal audit. Net amounts charged to the Company for expenses associated with services provided by MSG, executive office space and certain support costs, and for other related party transactions amounted to $2,496 and $2,022 for the three months ended December 31, 2017 and 2016 , respectively and $4,822 and $4,309 for the six months ended December 31, 2017 and 2016 , respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes On December 22, 2017 new tax legislation, commonly referred to as the Tax Cuts and Jobs Act, was enacted that significantly changed the existing U.S. tax laws, including a reduction in the corporate federal tax rate from 35% to 21% effective January 1, 2018. The Company is 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. The Company's income tax provision for interim periods is comprised of the tax on ordinary income (loss) provided at the most recent estimated annual effective tax rate, adjusted for the tax effect of discrete items. The Company used a blended statutory federal rate of 28% (based upon the number of days for the fiscal year that it will be taxed at the former rate of 35% and the number of days it will be taxed at the new rate of 21%) to calculate its most recent estimated annual effective tax rate. Income tax benefit attributable to continuing operations for the three months ended December 31, 2017 of $89,632 differs from the income tax expense derived from applying the blended statutory federal rate to pretax income due principally to a deferred income tax benefit of $106,446 related to the reduction of the Company’s net deferred tax liabilities based upon the new federal rate. Other decreases included the impact of the change in the federal rate on current year to date operations of $4,609 , the impact of the tax benefits related to the domestic production activities deduction of $1,130 , state rate changes of $1,062 , and tax return to book provision adjustments in connection with the filing of the Company’s federal, state and local income tax returns of $676 . These decreases were partially offset by the impact of state and local income taxes (net of federal benefit) of $5,514 and other items of $275 . Income tax expense attributable to continuing operations for the three months ended December 31, 2016 of $ 27,479 differs from the income tax expense derived from applying the statutory federal rate to pretax income due principally to the impact of state and local income taxes (net of federal benefit) of $4,906 and tax return to book provision adjustments in connection with the filing of the Company’s state and local income tax returns of $414 . These increases were partially offset by the impact of the tax benefits related to the domestic production activities deduction of $2,069 and other items of $529 . Income tax benefit attributable to continuing operations for the six months ended December 31, 2017 of $64,608 differs from the income tax expense derived from applying the blended statutory federal rate to pretax income due principally to a deferred income tax benefit of $106,446 related to the reduction of the Company’s net deferred tax liabilities based upon the new federal rate. Other decreases included the impact of the tax benefits related to the domestic production activities deduction of $3,033 , state rate changes of $1,062 , tax return to book provision adjustments in connection with the filing of the Company’s federal, state and local income tax returns of $676 , and other items of $493 . These decreases were partially offset by the impact of state and local income taxes (net of federal benefit) of $10,030 . Income tax expense attributable to continuing operations for the six months ended December 31, 2016 of $52,737 differs from the income tax expense derived from applying the statutory federal rate to pretax income due principally to the impact of state and local income taxes (net of federal benefit) of $9,594 . These increases were partially offset by the impact of the tax benefits related to the domestic production activities deduction of $3,942 , tax return to book provision adjustments in connection with the filing of the Company’s federal, state and local income tax returns of $209 and other items of $430 . The Company made cash income tax payments (net) of $37,196 and $41,295 for the six months ended December 31, 2017 and 2016 , respectively. During the third quarter of fiscal year 2017, the Internal Revenue Service concluded its fieldwork on the audit of the Company’s federal income tax returns as filed for the tax year ended December 31, 2013. The Company does not expect the audit to result in material changes to the tax returns as filed. The Company was notified during the third quarter of fiscal year 2017 that the City of New York was commencing an examination of the Company’s New York City income tax returns as filed for the tax years ended December 31, 2013 and 2014. The Company does not expect the examination, when finalized, to result in material changes to the tax returns as filed. During the fourth quarter of fiscal year 2017, the Company was notified that the City of New York was initiating a review of the Company’s 2014 and 2015 Unincorporated Business Tax Returns. The Company does not expect the examination, when finalized, to result in material changes to the tax returns as filed. The Company was also notified during the fourth quarter of fiscal year 2017 that the State of New York was commencing an examination of the Company’s New York State income tax returns as filed for the tax years ended December 31, 2013 and 2014. The Company does not expect the examination, when finalized, to result in material changes to the tax returns as filed. The federal and state statute of limitations are currently open on the Company’s 2013, 2014, 2015 and 2016 tax returns. |
Concentration of Risk
Concentration of Risk | 6 Months Ended |
Dec. 31, 2017 | |
Concentration of Risk [Abstract] | |
Concentration Risk Disclosure [Text Block] | Concentrations of Risk Accounts receivable, net on the accompanying consolidated balance sheets as of December 31, 2017 and June 30, 2017 include amounts due from the following individual non-affiliated customers, which accounted for the noted percentages of the gross balance: December 31, June 30, Customer A 26 % 26 % Customer B 25 % 25 % Customer C 23 % 22 % Customer D 14 % 14 % Revenues from continuing operations in the accompanying consolidated statements of operations for the three and six months ended December 31, 2017 and 2016 include amounts from the following individual customers, which accounted for the noted percentages of the total: Three Months Ended December 31, Six Months Ended December 31, 2017 2016 2017 2016 Customer 1 23 % 24 % 24 % 25 % Customer 2 22 % 22 % 24 % 24 % Customer 3 20 % 19 % 22 % 21 % Customer 4 9 % 10 % 10 % 11 % The accompanying consolidated balance sheets as of December 31, 2017 and June 30, 2017 include the following approximate amounts that are recorded in connection with the Company’s license agreement with the New Jersey Devils: Reported in December 31, 2017 June 30, Prepaid expenses $ 3,000 $ 3,000 Other current assets 2,000 2,000 Other assets 40,000 41,000 $ 45,000 $ 46,000 |
Accounting Policies (Policies)
Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements of the Company include the accounts of MSG Networks Inc. and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amount of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amount of revenues and expenses. Such estimates include the valuation of accounts receivable, goodwill, intangible assets, other long-lived assets, tax accruals, and other liabilities. In addition, estimates are used in revenue recognition, income tax benefit (expense), performance and share-based compensation, depreciation and amortization, litigation matters, and other matters. Management believes its use of estimates in the consolidated financial statements to be reasonable. 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. |
Reclassification, Policy [Policy Text Block] | As this standard was applied retrospectively, the Company reclassified $346 and $ 766 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 statements of operations for the three and six months ended December 31, 2016 , respectively. |
New Accounting Pronouncement, Early Adoption [Table Text Block] | Recently Adopted Accounting Pronouncements In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-07, Compensation — Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . This standard was early adopted by the Company in the first quarter of fiscal year 2018, and was applied retrospectively. The adoption of this standard resulted in the non-service cost components of net periodic benefit cost to be presented separately from the service cost component, and the non-service cost components to no longer be included in the subtotal for operating income in the consolidated statements of operations. The presentation of the service cost component of net periodic benefit cost remains unchanged within selling, general and administrative expenses and direct operating expenses in the consolidated statements of operations. |
Recently Issued Acounting Pronouncements Not Yet Adopted [Policy Text Block] | Recently Issued Accounting Pronouncements Not Yet Adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which supersedes the revenue recognition requirements in FASB Accounting Standards Codification ( “ ASC ” ) Topic 605, Revenue Recognition . This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which defers the effective date of ASU No. 2014-09 for all entities by one year. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Consideration s , which provides clarification on the implementation guidance on principal versus agent considerations outlined in ASU No. 2014-09. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , which finalized a mendments to identifying performance obligations and accounting for licenses of intellectual property. In May 2016, the FASB issued ASU No. 2016-12, R evenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients , which clarifies assessing collectibility, noncash consideration, presentation of sales taxes, completed contracts, and contract modifications at transition. This standard will be effective for the Company beginning in the first quarter of fiscal year 2019, and the Company expects to adopt this standard using the modified retrospective method. The Company has partially completed its assessment of the new standard to determine the impact it will have on its consolidated financial statements and related disclosures, and expects the remainder of its assessment to be completed by the end of fiscal year 2018. In February 2016, the FASB issued ASU No. 2016-02 , Leases (Topic 842) , which supersedes the current guidance in ASC Topic 840, Leases . This ASU requires the recognition of lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous GAAP. The amended guidance also requires additional quantitative and qualitative disclosures regarding the amount, timing, and uncertainty of cash flows arising from leases in order to provide additional information about the nature of an organization’s leasing activities. This standard will be effective for the Company beginning in the first quarter of fiscal year 2020, with early adoption permitted, and the modified retrospective approach required. The Company is currently evaluating the impact this standard will have on its consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which amends ASC Topic 230, Statement of Cash Flows to eliminate the diversity in practice related to the classification of certain cash receipts and payments in the statement of cash flows by adding or clarifying guidance on eight specific cash flow issues. This standard will be effective for the Company beginning in the first quarter of fiscal year 2019, with early adoption permitted and the retrospective approach required. The adoption of this guidance is not expected to have a material impact on the Company ’ s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses, which will effect various areas of accounting including, but not limited to, goodwill and consolidation. This standard will be effective for the Company beginning in the first quarter of fiscal year 2019, with early adoption permitted. The standard is to be applied prospectively. The adoption of this guidance is not expected to have a material impact on the Company ’ s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which simplifies the measurement of goodwill impairment by eliminating the requirement of performing a hypothetical purchase price allocation. Instead, impairment will be measured using the difference between the carrying amount and fair value of the reporting unit. The amended guidance also eliminates the requirement for any reporting unit with a zero or a negative carrying amount to perform a qualitative assessment and will require disclosure of the amount of goodwill allocated to each reporting unit with a zero or a negative carrying amount of net assets. This standard will be effective for the Company beginning in the first quarter of fiscal year 2021, with early adoption permitted. The standard is to be applied prospectively. Based on the Company’s most recent annual goodwill impairment test completed in the first quarter of fiscal year 2018, the adoption of this guidance is not expected to have any initial impact on the Company’s consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting , which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. An entity should account for the effects of a modification unless all of the following characteristics of the modified award are the same as the original award immediately before the original award is modified: (i) the award’s fair value, (ii) the award’s vesting condition, and (iii) the award’s classification as an equity or liability instrument. This standard will be effective for the Company beginning in the first quarter of fiscal year 2019, with early adoption permitted. The standard is to be applied prospectively to an award modified on or after the adoption date. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. |
Computation of Earnings Per C24
Computation of Earnings Per Common Share (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Reconciliation of Weighted-Average Shares Used in Calculation of Basic and Diluted EPS | The following table presents a reconciliation of the weighted-average number of shares used in the calculations of basic and diluted EPS: Three Months Ended Six Months Ended December 31, December 31, 2017 2016 2017 2016 Weighted-average number of shares for basic EPS 75,458 75,215 75,371 75,159 Dilutive effect of shares issuable under share-based compensation plans 298 246 397 277 Weighted-average number of shares for diluted EPS 75,756 75,461 75,768 75,436 Anti-dilutive shares 1,072 535 615 317 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets Subject to Amortization | Note 4. Goodwill and Intangible Assets During the first quarter of fiscal year 2018, the Company performed its annual impairment test of goodwill, and there was no impairment of goodwill identified. The Company’s intangible assets subject to amortization are as follows: December 31, 2017 June 30, Affiliate relationships $ 83,044 $ 83,044 Less accumulated amortization (44,111 ) (42,381 ) $ 38,933 $ 40,663 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | As of December 31, 2017 and June 30, 2017 , property and equipment consisted of the following assets: December 31, June 30, Equipment $ 41,954 $ 40,918 Furniture and fixtures 1,695 1,695 Leasehold improvements 19,285 19,285 Construction in progress 269 565 63,203 62,463 Less accumulated depreciation and amortization (53,756 ) (50,635 ) $ 9,447 $ 11,828 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt [Table Text Block] | As of December 31, 2017 , the principal repayments required under the Term Loan Facility are as follows: Remainder of fiscal year ending June 30, 2018 $ 37,500 Fiscal year ending June 30, 2019 75,000 Fiscal year ending June 30, 2020 114,375 Fiscal year ending June 30, 2021 1,056,875 $ 1,283,750 |
Schedule of Debt [Table Text Block] | The Company is amortizing its deferred financing costs on a straight-line basis over the five-year term of the Senior Secured Credit Facilities which approximates the effective interest method. The following table summarizes the presentation of the Term Loan Facility and the related deferred financing costs in the accompanying consolidated balance sheets as of December 31, 2017 and June 30, 2017 : Term Loan Facility Deferred Financing Costs Total December 31, 2017 Current portion of long-term debt $ 75,000 $ (2,586 ) $ 72,414 Long-term debt, net of current portion 1,208,750 (4,526 ) 1,204,224 Total $ 1,283,750 $ (7,112 ) $ 1,276,638 June 30, 2017 Current portion of long-term debt $ 75,000 $ (2,586 ) $ 72,414 Long-term debt, net of current portion 1,246,250 (5,819 ) 1,240,431 Total $ 1,321,250 $ (8,405 ) $ 1,312,845 |
Debt Financing Cost [Table Text Block] | In addition, the Company has deferred financing costs related to the Revolving Credit Facility recorded in the accompanying consolidated balance sheets as summarized in the following table: December 31, 2017 June 30, 2017 Other current assets $ 417 $ 417 Other assets 730 938 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets Measured on Recurring Basis | The following table presents for each of these hierarchy levels, the Company’s assets that are measured at fair value on a recurring basis, which include cash equivalents: Level I Level II Level III Total December 31, 2017 Assets: Money market accounts $ 31,292 $ — $ — $ 31,292 Time deposits 170,623 — — 170,623 Total assets measured at fair value $ 201,915 $ — $ — $ 201,915 June 30, 2017 Assets: Money market accounts $ 34,128 $ — $ — $ 34,128 Time deposits 106,482 — — 106,482 Total assets measured at fair value $ 140,610 $ — $ — $ 140,610 |
Pension Plans and Other Postr29
Pension Plans and Other Postretirement Benefit Plan (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Schedule of Net Periodic Benefit Cost | Pension Plans Postretirement Plan Three Months Ended Three Months Ended December 31, December 31, 2017 2016 2017 2016 Service cost $ 128 $ 133 $ 17 $ 18 Interest cost 358 332 30 25 Expected return on plan assets (127 ) (106 ) — — Recognized actuarial loss (a) 149 175 — — Amortization of unrecognized prior service credit (a) — — (3 ) (6 ) Settlement gain (a) — (74 ) — — Net periodic benefit cost $ 508 $ 460 $ 44 $ 37 Pension Plans Postretirement Plan Six Months Ended Six Months Ended December 31, December 31, 2017 2016 2017 2016 Service cost $ 256 $ 266 $ 34 $ 36 Interest cost 716 664 60 50 Expected return on plan assets (254 ) (212 ) — — Recognized actuarial loss (a) 298 350 — — Amortization of unrecognized prior service credit (a) — — (6 ) (12 ) Settlement gain (a) — (74 ) — — Net periodic benefit cost $ 1,016 $ 994 $ 88 $ 74 (a) Reflects amounts reclassified from accumulated other comprehensive loss to other components of net periodic benefit cost in the accompanying consolidated statements of operations. |
Share Based Compensation (Table
Share Based Compensation (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation, Stock Options, Activity | Stock Options Award Activity The following table summarizes activity relating to holders of the Company’s stock options for the six months ended December 31, 2017 : Number of Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value Nonperformance Based Vesting Performance Based Vesting Balance as of June 30, 2017 535 534 $ 17.81 6.71 $ 4,960 Granted 426 427 21.60 Balance as of December 31, 2017 961 961 $ 19.49 6.19 $ 2,608 Exercisable as of December 31, 2017 178 — $ 17.81 6.21 $ 435 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following were the key assumptions used to calculate the fair value of this award: Risk-free interest rate 1.76 % Expected term 5.25 years Expected volatility 24.79 % |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | The following table summarizes activity relating to holders (including Company and MSG employees) of the Company’s RSUs for the six months ended December 31, 2017 : Number of Nonperformance Vesting RSUs Performance Based Vesting RSUs Weighted-Average Fair Value Per Share At Date of Grant Unvested award balance as of June 30, 2017 544 597 $ 25.79 Granted 181 340 21.31 Vested (318 ) (132 ) 33.25 Forfeited (3 ) (2 ) 35.99 Unvested award balance as of December 31, 2017 404 803 21.04 |
Concentration of Risk (Tables)
Concentration of Risk (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Concentration of Risk [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | Accounts receivable, net on the accompanying consolidated balance sheets as of December 31, 2017 and June 30, 2017 include amounts due from the following individual non-affiliated customers, which accounted for the noted percentages of the gross balance: December 31, June 30, Customer A 26 % 26 % Customer B 25 % 25 % Customer C 23 % 22 % Customer D 14 % 14 % Revenues from continuing operations in the accompanying consolidated statements of operations for the three and six months ended December 31, 2017 and 2016 include amounts from the following individual customers, which accounted for the noted percentages of the total: Three Months Ended December 31, Six Months Ended December 31, 2017 2016 2017 2016 Customer 1 23 % 24 % 24 % 25 % Customer 2 22 % 22 % 24 % 24 % Customer 3 20 % 19 % 22 % 21 % Customer 4 9 % 10 % 10 % 11 % The accompanying consolidated balance sheets as of December 31, 2017 and June 30, 2017 include the following approximate amounts that are recorded in connection with the Company’s license agreement with the New Jersey Devils: Reported in December 31, 2017 June 30, Prepaid expenses $ 3,000 $ 3,000 Other current assets 2,000 2,000 Other assets 40,000 41,000 $ 45,000 $ 46,000 |
Description of Business and B32
Description of Business and Basis of Presentation (Details) | 6 Months Ended |
Dec. 31, 2017 | |
Description of Business And Basis of Presentation [Abstract] | |
Number of Reportable Segments | 1 |
Percentage of ownership of MSG business distributed to stockholders | 100.00% |
Regional Sports and Entertainment Networks | 2 |
Accounting Policies Recently Ad
Accounting Policies Recently Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Dec. 31, 2016 | Dec. 31, 2016 | |
Accounting Standards Update 2017-07 [Member] | New Accounting Pronouncement, Early Adoption, Effect [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
ReclassificationOfNetPeriodicBenefitCostToOtherIncomeExpense | $ 346 | $ 766 |
Computation of Earnings Per C34
Computation of Earnings Per Common Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | ||||
Weighted-average shares for basic EPS (in shares) | 75,458 | 75,215 | 75,371 | 75,159 |
Dilutive effect of shares issuable under share-based compensation plans (in shares) | 298 | 246 | 397 | 277 |
Weighted-average shares for diluted EPS (in shares) | 75,756 | 75,461 | 75,768 | 75,436 |
Anti-dilutive shares (in shares) | 1,072 | 535 | 615 | 317 |
Goodwill and Intangible Asset35
Goodwill and Intangible Assets (Carrying Amount of Goodwill By Reportable Segment) (Details) $ in Thousands | 6 Months Ended |
Dec. 31, 2017USD ($) | |
Goodwill [Line Items] | |
Impairment of goodwill | $ 0 |
Goodwill and Intangible Asset36
Goodwill and Intangible Assets (Schedule of Intangible Assets Subject To Amortization) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Net | $ 38,933 | $ 38,933 | $ 40,663 | ||
Finite-Lived Intangible Asset, Useful Life | 24 years | ||||
Finite-Lived Intangible Assets, Amortization Expense | 865 | $ 865 | $ 1,730 | $ 1,730 | |
Affiliate Relationships [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross | 83,044 | 83,044 | 83,044 | ||
Accumulated Amortization | (44,111) | (44,111) | (42,381) | ||
Net | $ 38,933 | $ 38,933 | $ 40,663 |
Property and Equipment (Schedul
Property and Equipment (Schedule of Property, Plant and Equipment) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Jun. 30, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 63,203 | $ 62,463 |
Less accumulated depreciation and amortization | (53,756) | (50,635) |
Property and equipment, net | 9,447 | 11,828 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 41,954 | 40,918 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,695 | 1,695 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 19,285 | 19,285 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 269 | $ 565 |
Property and Equipment (Narrati
Property and Equipment (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense on property and equipment | $ 1,558 | $ 1,715 | $ 3,144 | $ 3,428 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 28, 2015 | |
Debt Instrument [Line Items] | |||
Additional interest Rate when Default | 2.00% | ||
Line of Credit Facility, Commitment Fee Percentage | 0.30% | ||
Debt instrument, restrictive covenants | The Credit Agreement generally requires the Holdings Entities and MSGN L.P. and its restricted subsidiaries on a consolidated basis to comply with a maximum total leverage ratio of 6.00:1.00 from the closing date until September 30, 2016 and a maximum total leverage ratio of 5.50:1.00 from October 1, 2016 until maturity, subject, in each case, to upward adjustment during the continuance of certain events. In addition, there is a minimum interest coverage ratio of 2.00:1.00 for the Holdings Entities and MSGN L.P. and its restricted subsidiaries on a consolidated basis. | ||
Amortization of Deferred Financing Costs | 5 years | ||
Aggregate Repayments of Debt | $ 266,250 | ||
Debt Instrument, Maturity Date, Description | The Term Loan Facility amortizes quarterly in accordance with its terms through June 30, 2020 with a final maturity date on September 28, 2020 | ||
Interest Paid | $ 19,180 | $ 17,625 | |
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Senior secured revolving credit facility | $ 250,000 | ||
Revolving credit term in years | 5 years | ||
Letters of Credit, maximum capacity | 35,000 | ||
Letters of credit issued and outstanding under the Revolving Credit Facility | $ 0 | ||
Borrowing capacity | $ 250,000 | ||
Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Senior secured revolving credit facility | $ 1,550,000 | ||
Revolving credit term in years | 5 years | ||
Cash distributed to stockholder from cash borrowed in connection with spin off | $ 1,450,000 | ||
Federal Funds Effective Swap Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||
London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Increase (Decrease) | 1.00% | ||
Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||
Minimum [Member] | Eurodollar [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||
Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||
Maximum [Member] | Eurodollar [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||
After delivery of Compliance Certificate [Member] | Eurodollar [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Increase (Decrease) | 2.00% | ||
After delivery of Compliance Certificate [Member] | Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate, Increase (Decrease) | 1.00% |
Debt Schedule of Maturities of
Debt Schedule of Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Jun. 30, 2017 |
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 1,283,750 | $ 1,321,250 |
Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Remainder of fiscal year ending June 30, 2018 | 37,500 | |
Fiscal year ending June 30, 2019 | 75,000 | |
Fiscal year ending June 30, 2020 | 114,375 | |
Fiscal year ending June 30, 2021 | 1,056,875 | |
Long-term Debt, Gross | $ 1,283,750 |
Debt Schedule of Debt (Details)
Debt Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Jun. 30, 2017 |
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 1,283,750 | $ 1,321,250 |
Debt Issuance Costs, Gross | (7,112) | (8,405) |
Debt outstanding, net of deferred financing costs per ASU 2015-03 | 1,276,638 | 1,312,845 |
current portion of long-term debt [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 75,000 | 75,000 |
Debt Issuance Costs, Gross | (2,586) | (2,586) |
Debt outstanding, net of deferred financing costs per ASU 2015-03 | 72,414 | 72,414 |
Long-term debt, net of current portion [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 1,208,750 | 1,246,250 |
Debt Issuance Costs, Gross | (4,526) | (5,819) |
Debt outstanding, net of deferred financing costs per ASU 2015-03 | $ 1,204,224 | $ 1,240,431 |
Debt Financing Costs (Details)
Debt Financing Costs (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Jun. 30, 2017 |
Debt Financing Cost [Line Items] | ||
Debt Issuance Costs, Gross | $ 7,112 | $ 8,405 |
Other Current Assets [Member] | ||
Debt Financing Cost [Line Items] | ||
Debt Issuance Costs, Gross | 417 | 417 |
Other Noncurrent Assets [Member] | ||
Debt Financing Cost [Line Items] | ||
Debt Issuance Costs, Gross | $ 730 | $ 938 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Fair Value, Assets Measured on Recurring Basis) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Jun. 30, 2017 |
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | $ 201,915 | $ 140,610 |
Level I [Member] | ||
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 201,915 | 140,610 |
Level II [Member] | ||
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Long-term Debt, Fair Value | 1,277,000 | |
Level III [Member] | ||
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Money market accounts [Member] | ||
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 31,292 | 34,128 |
Money market accounts [Member] | Level I [Member] | ||
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 31,292 | 34,128 |
Money market accounts [Member] | Level II [Member] | ||
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Money market accounts [Member] | Level III [Member] | ||
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Time deposits [Member] | ||
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 170,623 | 106,482 |
Time deposits [Member] | Level I [Member] | ||
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 170,623 | 106,482 |
Time deposits [Member] | Level II [Member] | ||
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Time deposits [Member] | Level III [Member] | ||
Fair Value, Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | $ 0 | $ 0 |
Pension Plans and Other Postr44
Pension Plans and Other Postretirement Benefit Plan (Schedule of Net Periodic Benefit Cost) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Pension Plans [Member] | ||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Service cost | $ 128 | $ 133 | $ 256 | $ 266 |
Interest cost | 358 | 332 | 716 | 664 |
Expected return on plan assets | (127) | (106) | (254) | (212) |
Recognized actuarial loss | 149 | 175 | 298 | 350 |
Amortization of unrecognized prior service credit | 0 | 0 | 0 | 0 |
Settlement gain | 0 | (74) | 0 | (74) |
Net periodic benefit cost | 508 | 460 | 1,016 | 994 |
Postretirement Plan [Member] | ||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Service cost | 17 | 18 | 34 | 36 |
Interest cost | 30 | 25 | 60 | 50 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Recognized actuarial loss | 0 | 0 | 0 | 0 |
Amortization of unrecognized prior service credit | (3) | (6) | (6) | (12) |
Settlement gain | 0 | 0 | 0 | 0 |
Net periodic benefit cost | 44 | 37 | 88 | 74 |
Msg Savings Plans [Member] | Continuing Operations [Member] | ||||
Defined Contribution Plan [Abstract] | ||||
Defined Contribution Plan, Cost | $ 246 | $ 222 | $ 459 | $ 399 |
Share-Based Compensation (Share
Share-Based Compensation (Share-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation | $ 4,798 | $ 3,273 | $ 7,719 | $ 5,049 |
Share-Based Compensation (Stock
Share-Based Compensation (Stock Options, Activity) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2017 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options, Grants in Period | 853 | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 2 months 8 days | 6 years 8 months 15 days | |
Options, Outstanding, Intrinsic Value | $ 2,608 | $ 4,960 | |
Options, Exercisable, Weighted Average Remaining Contractual Term | 6 years 2 months 15 days | ||
Options, Exercisable, Intrinsic Value | $ 435 | ||
Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 17.81 | $ 17.81 | |
Options, Grants in Period, Weighted Average Exercise Price | 21.60 | ||
Options, Outstanding, Weighted Average Exercise Price, Ending Balance | 19.49 | $ 17.81 | |
Options, Exercisable, Weighted Average Exercise Price | $ 17.81 | ||
Non-Performance Vesting | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options, Outstanding, Beginning Balance | 535 | 535 | |
Options, Grants in Period | 426 | ||
Options, Outstanding, Number, Ending Balance | 961 | 535 | |
Options, Exercisable, Number | 178 | ||
Performance Vesting | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options, Outstanding, Beginning Balance | 534 | 534 | |
Options, Grants in Period | 427 | ||
Options, Outstanding, Number, Ending Balance | 961 | 534 | |
Options, Exercisable, Number | 0 |
Share-Based Compensation Share-
Share-Based Compensation Share-Based Compensation - Stock Options - Narrative (Details) - $ / shares shares in Thousands | 3 Months Ended | ||
Sep. 30, 2017 | Dec. 31, 2017 | Jun. 30, 2017 | |
Share-Based Compensation - Stock Options (Narrative) [Line Items] | |||
Options, Grants in Period, Gross | 853 | ||
Share-based Payment Award, Expiration Period | 7 years 6 months | ||
Stock Options Weighted Average Grant Date Fair Value | $ 5.63 | ||
Stock Options | Ratable Vesting [Member] | |||
Share-Based Compensation - Stock Options (Narrative) [Line Items] | |||
Percent of Awards Type | 50.00% | ||
Award Vesting Period | 3 years | ||
Stock Options | Cliff Vesting [Member] | |||
Share-Based Compensation - Stock Options (Narrative) [Line Items] | |||
Percent of Awards Type | 50.00% | ||
Award Vesting Period | 3 years | ||
Class A Common Stock [Member] | |||
Share-Based Compensation - Stock Options (Narrative) [Line Items] | |||
Common stock, par value (dollars per share) | $ 0.01 | $ 0.01 |
Share-Based Compensation Shar48
Share-Based Compensation Share-Based Compensation (Assumptions) (Details) | 3 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Risk Free Interest Rate, Fair Value Assumptions | 1.76% |
Expected Term, Fair Value Assumptions | 5 years 3 months |
Expected Volatility Rate, Fair Value Assumptions | 24.79% |
Share-Based Compensation (Restr
Share-Based Compensation (Restricted Stock Units Activity) (Details) - Restricted Stock Units (RSUs) shares in Thousands | 6 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Weighted-Average Fair Value Per Share at Date of Grant - RSUs (in dollars per share): | |
Unvested award balance (beginning balance) | $ / shares | $ 25.79 |
Granted | $ / shares | 21.31 |
Vested | $ / shares | 33.25 |
Forfeitures | $ / shares | 35.99 |
Unvested award balance (ending balance) | $ / shares | $ 21.04 |
Non-Performance Vesting | |
Unvested award (in shares): | |
Unvested award balance (beginning balance) | 544 |
Granted | 181 |
Vested | (318) |
Forfeited | (3) |
Unvested award balance (ending balance) | 404 |
Performance Vesting | |
Unvested award (in shares): | |
Unvested award balance (beginning balance) | 597 |
Granted | 340 |
Vested | (132) |
Forfeited | (2) |
Unvested award balance (ending balance) | 803 |
Non Employee Director Plan [Member] | Non-Performance Vesting | |
Unvested award (in shares): | |
Granted | 69 |
Employee Stock Plan [Member] | Cliff Vesting [Member] | Performance Vesting | |
Unvested award (in shares): | |
Granted | 226 |
Employee Stock Plan [Member] | Ratable Vesting [Member] | Non-Performance Vesting | |
Unvested award (in shares): | |
Granted | 112 |
Employee Stock Plan [Member] | Ratable Vesting [Member] | Performance Vesting | |
Unvested award (in shares): | |
Granted | 114 |
Share-Based Compensation Shar50
Share-Based Compensation Share-Based Compensation - Restricted Stock Units (Narrative) (Details) - Restricted Stock Units (RSUs) shares in Thousands, $ in Thousands | 6 Months Ended |
Dec. 31, 2017USD ($)shares | |
Share-Based Compensation - Restricted Stock Units (Narrative) [Line Items] | |
RSUs vested in period, fair value | $ | $ 9,008 |
RSUs shares witheld for tax withholding for share-based compensation | 182 |
Value Of Equity Instruments Surrendered By Employees | $ | $ 3,649 |
Non-Performance Vesting | |
Share-Based Compensation - Restricted Stock Units (Narrative) [Line Items] | |
RSUs Granted | 181 |
Performance Vesting | |
Share-Based Compensation - Restricted Stock Units (Narrative) [Line Items] | |
RSUs Granted | 340 |
Ratable Vesting [Member] | |
Share-Based Compensation - Restricted Stock Units (Narrative) [Line Items] | |
Award Vesting Period | 3 years |
Cliff Vesting [Member] | |
Share-Based Compensation - Restricted Stock Units (Narrative) [Line Items] | |
Award Vesting Period | 3 years |
Employee Stock Plan [Member] | Ratable Vesting [Member] | Non-Performance Vesting | |
Share-Based Compensation - Restricted Stock Units (Narrative) [Line Items] | |
RSUs Granted | 112 |
Employee Stock Plan [Member] | Ratable Vesting [Member] | Performance Vesting | |
Share-Based Compensation - Restricted Stock Units (Narrative) [Line Items] | |
RSUs Granted | 114 |
Employee Stock Plan [Member] | Cliff Vesting [Member] | Performance Vesting | |
Share-Based Compensation - Restricted Stock Units (Narrative) [Line Items] | |
RSUs Granted | 226 |
Non Employee Director Plan [Member] | Non-Performance Vesting | |
Share-Based Compensation - Restricted Stock Units (Narrative) [Line Items] | |
RSUs Granted | 69 |
Settlement Description | RSUs granted under the Non-Employee Director Plan will settle 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. |
Stock Repurchase Program Stock
Stock Repurchase Program Stock Repurchase Program (Details) - Class A Common Stock [Member] - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 07, 2017 |
Equity, Class of Treasury Stock [Line Items] | ||
Stock Repurchase Program, Authorized Amount | $ 150,000 | |
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 150,000 |
Related Party Transactions (Own
Related Party Transactions (Ownership Percentage) (Details) - $ / shares | Dec. 31, 2017 | Jun. 30, 2017 |
Related Party Ownership Percentage [Line Items] | ||
Aggregate Voting Power Held By Related Party | 69.60% | |
Class A Common Stock [Member] | ||
Related Party Ownership Percentage [Line Items] | ||
Common stock, par value (dollars per share) | $ 0.01 | $ 0.01 |
Percentage of Common Stock Owned by Related Party | 2.70% | |
Common Class B [Member] | ||
Related Party Ownership Percentage [Line Items] | ||
Common stock, par value (dollars per share) | $ 0.01 | $ 0.01 |
Percentage of Common Stock Owned by Related Party | 100.00% |
Related Party Transactions (Tra
Related Party Transactions (Transactions by Type) (Details) - Continuing Operations [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Expenses [Abstract] | ||||
Rights Fees | $ 35,631 | $ 33,037 | $ 70,783 | $ 66,837 |
Origination, master control and technical services | 1,494 | 1,543 | 2,993 | 2,991 |
Commissions | 5,140 | 5,169 | 5,567 | 5,594 |
Other operating expenses | $ 2,496 | $ 2,022 | $ 4,822 | $ 4,309 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Effective Income Tax Rate Reconciliation Booking Rate Description | The Company used a blended statutory federal rate of 28% (based upon the number of days for the fiscal year that it will be taxed at the former rate of 35% and the number of days it will be taxed at the new rate of 21%) to calculate its most recent estimated annual effective tax rate. | |||
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||
Income tax benefit (expense) | $ 89,632 | $ (27,479) | $ 64,608 | $ (52,737) |
Effective Income Tax Rate Reconciliation, Percent | 28.00% | |||
Deferred Federal Income Tax Benefit (Expense) | 106,446 | $ 106,446 | ||
Effective Income Tax Rate Reconciliation, Book Provision Adjustment | 676 | (414) | 676 | 209 |
Effective Income Tax Rate Reconciliation, Deduction, Qualified Production Activity, Amount | 1,130 | 2,069 | 3,033 | 3,942 |
Deferred State and Local Income Tax Benefit (expense) | 1,062 | 1,062 | ||
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount | 4,609 | |||
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount | (5,514) | (4,906) | (10,030) | (9,594) |
Effective Income Tax Rate Reconciliation, Misc Adjustment | $ (275) | $ 529 | 493 | 430 |
Income Taxes Paid | $ 37,196 | $ 41,295 |
Concentration of Risk (Details)
Concentration of Risk (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | |
Concentration Risk [Line Items] | |||||
Customer Concentration In Prepaid Expenses | $ 3,000 | $ 3,000 | $ 3,000 | ||
Customer Concentration In Other Current Assets | 2,000 | 2,000 | 2,000 | ||
Customer Concentration In Other Assets | 40,000 | 40,000 | 41,000 | ||
Customer Concentration | $ 45,000 | $ 45,000 | $ 46,000 | ||
Customer -A [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration at period end, AR | 26.00% | 26.00% | 26.00% | ||
Customer B [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration at period end, AR | 25.00% | 25.00% | 25.00% | ||
Customer C [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration at period end, AR | 23.00% | 23.00% | 22.00% | ||
Customer D [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration at period end, AR | 14.00% | 14.00% | 14.00% | ||
Customer 1 [Member] | Sales Revenue, Services, Net [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage Revenues | 23.00% | 24.00% | 24.00% | 25.00% | |
Customer 2 [Member] | Sales Revenue, Services, Net [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage Revenues | 22.00% | 22.00% | 24.00% | 24.00% | |
Customer 3 [Member] | Sales Revenue, Services, Net [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage Revenues | 20.00% | 19.00% | 22.00% | 21.00% | |
Customer 4 [Member] | Sales Revenue, Services, Net [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage Revenues | 9.00% | 10.00% | 10.00% | 11.00% |