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EX-32.1 - EXHIBIT 32.1 - MSG NETWORKS INC.msgnetworksexhibit321q32016.htm
EX-31.2 - EXHIBIT 31.2 - MSG NETWORKS INC.msgnetworksexhibit312q32016.htm
EX-32.2 - EXHIBIT 32.2 - MSG NETWORKS INC.msgnetworksexhibit322q32016.htm
EX-31.1 - EXHIBIT 31.1 - MSG NETWORKS INC.msgnetworksexhibit311q32016.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 10-Q
________________________
(Mark One)
 
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2016
OR
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to
Commission File Number: 1-34434
________________________ 
MSG Networks Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
27-0624498
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
_______________________ 
11 Pennsylvania Plaza
New York, NY 10001
(212) 465-6400
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
_______________________


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
Number of shares of common stock outstanding as of April 29, 2016:  
Class A Common Stock par value $0.01 per share
 —
61,293,341
Class B Common Stock par value $0.01 per share
 —
13,588,555





MSG NETWORKS INC.
INDEX TO FORM 10-Q
 
 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
MSG NETWORKS INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited) (in thousands, except per share data)
 
 
March 31,
2016
 
June 30,
2015
ASSETS
 
 
 
 
Current Assets:
 
 
 
 
Cash and cash equivalents
 
$
111,055

 
$
203,768

Restricted cash
 

 
9,003

Accounts receivable, net
 
76,984

 
85,610

Net related party receivables
 
52,149

 
27,324

Prepaid income taxes
 
22,463

 
30,375

Prepaid expenses
 
7,518

 
12,863

Other current assets
 
2,477

 
3,514

Current assets of discontinued operations
 

 
125,896

Total current assets
 
272,646

 
498,353

Property and equipment, net
 
14,534

 
19,514

Amortizable intangible assets, net
 
44,988

 
47,583

Goodwill
 
424,508

 
424,508

Other assets
 
42,866

 
46,274

Non-current assets of discontinued operations
 

 
1,983,597

Total assets
 
$
799,542

 
$
3,019,829

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
 
 
 
 
Current Liabilities:
 
 
 
 
Accounts payable
 
$
1,012

 
$
11,359

Net related party payables
 
14,170

 
420

Current portion of long-term debt
 
57,414

 

Income taxes payable
 
35,001

 

Accrued liabilities:
 
 
 
 
Employee related costs
 
8,423

 
19,504

Other accrued liabilities
 
15,863

 
18,101

Deferred revenue
 
5,878

 
4,971

Current liabilities of discontinued operations
 

 
520,179

Total current liabilities
 
137,761

 
574,534

Long-term debt, net of current portion
 
1,430,949

 

Defined benefit and other postretirement obligations
 
28,148

 
28,476

Other employee related costs
 
4,439

 
5,318

Related party payable
 
1,637

 

Other liabilities
 
4,145

 
5,951

Deferred tax liability
 
359,541

 
351,734

Non-current liabilities of discontinued operations
 

 
330,294

Total liabilities
 
1,966,620

 
1,296,307

Commitments and contingencies (see Note 9)
 
 
 
 
Stockholders' Equity (Deficiency):
 
 
 
 
Class A Common stock, par value $0.01, 360,000 shares authorized; 61,293 and 62,207 shares outstanding as of
March 31, 2016 and June 30, 2015, respectively
 
643

 
643

Class B Common stock, par value $0.01, 90,000 shares authorized; 13,589 shares outstanding as of March 31, 2016 and June 30, 2015
 
136

 
136

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

 

Additional paid-in capital
 
1,490

 
1,084,002

Treasury stock, at cost, 2,966 and 2,052 shares as of March 31, 2016 and June 30, 2015, respectively
 
(213,002
)
 
(143,250
)
Retained earnings (accumulated deficit)
 
(950,594
)
 
807,563

Accumulated other comprehensive loss
 
(5,751
)
 
(25,572
)
Total stockholders' equity (deficiency)
 
(1,167,078
)
 
1,723,522

Total liabilities and stockholders' equity (deficiency)
 
$
799,542

 
$
3,019,829

See accompanying notes to consolidated financial statements.

1


MSG NETWORKS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) (in thousands, except per share data)
 
 
 
Three Months Ended
 
Nine Months Ended
 
March 31,
 
March 31,
 
2016
 
2015
 
2016
 
2015
Revenues (including related party revenues of $42,142 and $44,902 for the three months ended March 31, 2016 and 2015, respectively, and $124,264 and $127,246 for the nine months ended March 31, 2016 and 2015, respectively)
 
$
179,596

 
$
168,958

 
$
497,674

 
$
477,848

 
 
 
 
 
 
 
 
 
Direct operating expenses (including related party expenses of $34,828 and $21,791 for the three months ended March 31, 2016 and 2015, respectively, and $103,101 and $64,799 for the nine months ended March 31, 2016 and 2015, respectively)
 
73,329

 
60,601

 
204,978

 
165,374

Selling, general and administrative expenses (including related party expenses of $9,761 and $1,612 for the three months ended March 31, 2016 and 2015, respectively, and $21,088 and $4,760 for the nine months ended March 31, 2016 and 2015, respectively)
 
19,578

 
31,471

 
83,066

 
113,276

Depreciation and amortization
 
2,602

 
4,474

 
10,372

 
13,204

Gain on sale of Fuse (see Note 5)
 

 

 

 
(186,178
)
Operating income
 
84,087

 
72,412

 
199,258

 
372,172

Other income (expense):
 
 
 
 
 
 
 
 
Interest income
 
687

 
533

 
1,771

 
1,533

Interest expense
 
(10,491
)
 
(994
)
 
(22,060
)
 
(3,042
)
 
 
(9,804
)
 
(461
)
 
(20,289
)
 
(1,509
)
Income from continuing operations before income taxes
 
74,283

 
71,951

 
178,969

 
370,663

Income tax expense
 
(29,573
)
 
(36,132
)
 
(58,878
)
 
(165,506
)
Income from continuing operations
 
44,710

 
35,819

 
120,091

 
205,157

Income (loss) from discontinued operations, net of taxes
 
(40
)
 
3,893

 
(161,194
)
 
3,858

Net income (loss)
 
$
44,670

 
$
39,712

 
$
(41,103
)
 
$
209,015

Earnings (loss) per share:
 
 
 
 
 
 
 
 
Basic
 
 
 
 
 
 
 
 
Income from continuing operations
 
$
0.60

 
$
0.46

 
$
1.60

 
$
2.65

Income (loss) from discontinued operations
 

 
0.05

 
(2.15
)
 
0.05

Net income (loss)
 
$
0.60

 
$
0.51

 
$
(0.55
)
 
$
2.70

Diluted
 
 
 
 
 
 
 
 
Income from continuing operations
 
$
0.59

 
$
0.46

 
$
1.59

 
$
2.63

Income (loss) from discontinued operations
 

 
0.05

 
(2.13
)
 
0.05

Net income (loss)
 
$
0.59

 
$
0.51

 
$
(0.54
)
 
$
2.68

Weighted-average number of common shares outstanding:
 
 
 
 
 
 
 
 
Basic
 
75,037

 
77,134

 
75,173

 
77,454

Diluted
 
75,353

 
77,575

 
75,544

 
78,042


See accompanying notes to consolidated financial statements.



2



MSG NETWORKS INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited) (in thousands)
 
 
Three Months Ended
 
Nine Months Ended
 
 
March 31,
 
March 31,
 
 
2016
 
2015
 
2016
 
2015
Net income (loss)
 
$
44,670

 
$
39,712

 
$
(41,103
)
 
$
209,015

Other comprehensive income (loss), before income taxes:
 
 
 
 
 
 
 
 
Pension plans and postretirement plan:
 
 
 
 
 
 
 
 
Net unamortized losses arising during the period
 
$

 
$

 
$
(602
)
 
$

Amounts reclassified from accumulated other comprehensive loss:
 
 
 
 
 
 
 
 
Amortization of net actuarial loss included in net periodic benefit cost
 
132

 
552

 
633

 
1,694

Amortization of net prior service credit included in net periodic benefit cost
 
(11
)
 
(27
)
 
(39
)
 
(85
)
Other comprehensive income (loss) before income taxes
 
121

 
525

 
(8
)
 
1,609

Income tax expense related to items of other comprehensive income (loss)
 
(50
)
 
(226
)
 
(577
)
 
(691
)
Other comprehensive income (loss)

71

 
299

 
(585
)
 
918

Comprehensive income (loss)

$
44,741

 
$
40,011

 
$
(41,688
)
 
$
209,933


See accompanying notes to consolidated financial statements.


3


MSG NETWORKS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (in thousands)
 
 
Nine Months Ended
 
 
March 31,
 
 
2016
 
2015
Cash flows from operating activities from continuing operations:
 
 
 
 
Net income (loss)
 
$
(41,103
)
 
$
209,015

(Income) loss from discontinued operations, net of taxes
 
161,194

 
(3,858
)
Income from continuing operations
 
120,091

 
205,157

Adjustments to reconcile net income to net cash provided by operating activities from continuing operations:
 
 
 
 
Depreciation and amortization
 
10,372

 
13,204

Amortization of deferred financing costs
 
2,483

 
1,203

Share-based compensation expense
 
7,976

 
8,681

Excess tax benefit on share-based awards
 
(4,735
)
 
(10,571
)
Gain on sale of Fuse, before income taxes
 

 
(186,178
)
Change in income taxes payable and deferred income taxes related to the sale of Fuse
 

 
6,799

Provision for doubtful accounts
 
608

 
239

Change in assets and liabilities:
 
 
 
 
Accounts receivable, net
 
8,018

 
(16,908
)
Net related party receivables
 
(24,825
)
 
(1,396
)
Prepaid expenses and other assets
 
14,534

 
6,672

Accounts payable
 
(10,370
)
 
4,015

Net related party payables, including payable to MSG
 
13,134

 
54

Prepaid/payable for income taxes, excluding the impact of the change in income taxes payable related to the sale of Fuse
 
45,545

 
31,658

Accrued and other liabilities
 
(13,223
)
 
(10,454
)
Deferred revenue
 
907

 
492

Deferred income taxes, excluding the impact of the change in deferred income taxes related to the sale of Fuse
 
(9,235
)
 
8,527

Net cash provided by operating activities from continuing operations
 
161,280

 
61,194

Cash flows from investing activities from continuing operations:
 
 
 
 
Capital expenditures
 
(2,458
)
 
(4,206
)
Proceeds from sale of Fuse, net of transaction costs (see Note 5)
 

 
228,063

Net cash provided by (used in) investing activities from continuing operations
 
(2,458
)
 
223,857

Cash flows from financing activities from continuing operations:
 
 
 
 
Proceeds from Term Loan Facility (see Note 8)
 
1,550,000

 

Principal repayment on Term Loan Facility (see Note 8)
 
(50,000
)
 

Cash distributed with MSG
 
(1,467,093
)
 

Payments for financing costs
 
(9,860
)
 
(84
)
Proceeds from stock option exercises
 
1,002

 
446

Repurchases of common stock
 
(100,027
)
 
(114,770
)
Taxes paid in lieu of shares issued for equity-based compensation
 
(11,114
)
 
(17,791
)
Excess tax benefit on share-based awards
 
4,735

 
10,571

Net cash used in financing activities from continuing operations
 
(82,357
)
 
(121,628
)
Net cash provided by continuing operations
 
76,465

 
163,423

Cash flows of discontinued operations
 
 
 
 
Net cash provided by (used in) operating activities
 
(115,685
)
 
73,763

Net cash used in investing activities
 
(68,410
)
 
(88,368
)
Net cash used in financing activities
 

 

Net cash used in discontinued operations
 
(184,095
)
 
(14,605
)
Cash and cash equivalents at beginning of period, including cash in both continuing operations and discontinued operations
 
218,685

 
92,251

Cash and cash equivalents at end of period
 
$
111,055

 
$
241,069



See accompanying notes to consolidated financial statements.

4



MSG NETWORKS INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
(Unaudited) (in thousands)
 
 
 
Common
Stock
Issued
 
Additional
Paid-In
Capital
 
Treasury
Stock
 
Retained
Earnings (Accumulated Deficit)
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total
Balance as of June 30, 2015
 
$
779

 
$
1,084,002

 
$
(143,250
)
 
$
807,563

 
$
(25,572
)
 
$
1,723,522

Net loss
 

 

 

 
(41,103
)
 

 
(41,103
)
Other comprehensive loss
 

 

 

 

 
(585
)
 
(585
)
Comprehensive loss
 
 
 
 
 
 
 
 
 
 
 
(41,688
)
Exercise of stock options
 

 
(4,633
)
 
10,200

 
(4,565
)
 

 
1,002

Share-based compensation
 

 
8,830

 

 

 

 
8,830

Tax withholding associated with shares issued for equity-based compensation
 

 
(11,114
)
 

 

 

 
(11,114
)
Excess tax benefit on share-based
     awards
 

 
8,586

 

 
(3,851
)
 

 
4,735

Repurchases of common stock
 

 

 
(100,027
)
 

 

 
(100,027
)
Shares issued upon distribution of Restricted Stock Units
 

 
(16,626
)
 
20,075

 
(3,449
)
 

 

Distribution of The Madison Square Garden Company
 

 
(1,067,555
)
 

 
(1,705,189
)
 
20,406

 
(2,752,338
)
Balance as of March 31, 2016
 
$
779

 
$
1,490

 
$
(213,002
)
 
$
(950,594
)
 
$
(5,751
)
 
$
(1,167,078
)
 
 
 
Common
Stock
Issued
 
Additional
Paid-In
Capital
 
Treasury
Stock
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
 Income (Loss)
 
Total
Balance as of June 30, 2014
 
$
775

 
$
1,081,055

 
$
(7,537
)
 
$
552,862

 
$
(22,711
)
 
$
1,604,444

Net income
 

 

 

 
209,015

 

 
209,015

Other comprehensive income
 

 

 

 

 
918

 
918

Comprehensive income
 
 
 
 
 
 
 
 
 
 
 
209,933

Exercise of stock options
 
1

 
(279
)
 
702

 

 

 
424

Share-based compensation
 

 
12,518

 

 

 

 
12,518

Tax withholding associated with shares issued for equity-based compensation
 

 
(17,791
)
 

 

 

 
(17,791
)
Excess tax benefit on share-based
     awards
 

 
10,571

 

 

 

 
10,571

Repurchases of common stock
 

 

 
(114,770
)
 

 

 
(114,770
)
Shares issued upon distribution of Restricted Stock Units
 
3

 
(3,528
)
 
3,525

 

 

 

Balance as of March 31, 2015
 
$
779

 
$
1,082,546

 
$
(118,080
)
 
$
761,877

 
$
(21,793
)
 
$
1,705,329


See accompanying notes to consolidated financial statements.



5


MSG NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
All amounts included in the following Notes to Consolidated Financial Statements are presented in thousands, except per share data or as otherwise noted.
Note 1. Description of Business and Basis of Presentation
Description of Business
MSG Networks Inc. (together with its subsidiaries, the “Company”) produces, develops and acquires content for multiple distribution platforms and is comprised principally of the Company's regional sports and entertainment networks, MSG Network and MSG+, collectively the “MSG Networks.”
On September 30, 2015 (the “Distribution Date”), the Company distributed to its stockholders all of the outstanding common stock of The Madison Square Garden Company (formerly MSG Spinco, Inc., and referred to herein as “MSG”) (the “Distribution”). MSG owns, directly or indirectly, the sports and entertainment businesses previously owned and operated by the Company's Sports and Entertainment segments, owns, leases or operates the arenas and other venues previously owned, leased or operated by the Company and owns the joint venture interests previously owned by the Company. In the Distribution, each holder of the Company’s Class A common stock, par value $0.01 per share, of record as of the close of business, New York City time, on September 21, 2015 (the “Record Date”), received one share of MSG Class A common stock, par value $0.01 per share, for every three shares of the Company’s Class A common stock held on the Record Date. Each record holder of the Company’s Class B common stock, par value $0.01 per share, received one share of MSG Class B common stock, par value $0.01 per share, for every three shares of the Company's Class B common stock held on the Record Date. Subsequent to the Distribution, the Company no longer consolidates the financial results of MSG for the purpose of its own financial reporting and the historical financial results of MSG have been reflected in the Company's consolidated financial statements as discontinued operations for all periods presented through the Distribution Date.
After giving effect to the Distribution, the Company operates and reports financial information in one segment.
Unaudited Interim Financial Statements
The accompanying interim consolidated 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, 2015. The financial statements as of March 31, 2016 and for the three and nine months ended March 31, 2016 and 2015 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.
Reclassifications
Certain amounts reported for the prior period in the accompanying unaudited financial statements have been reclassified in order to conform to the current period’s presentation. Assets and liabilities related to the Distribution on the Company's consolidated balance sheet as of June 30, 2015 have been reclassified as assets and liabilities of discontinued operations (see Note 3 for further details). All assets and liabilities related to discontinued operations are excluded from the footnotes unless otherwise noted. In addition, the historical results of MSG have been reflected in the accompanying statements of operations for the three and nine months ended March 31, 2015 as discontinued operations. The reclassifications also consisted of the separation of prepaid income taxes, which was previously reported in prepaid expenses in the consolidated balance sheet.
Note 2. 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. See Note 3 for a discussion of media rights recognized as revenues by MSG from the licensing of team-related programming to the Company.
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 amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such

6

MSG NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)


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 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 April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which amends the FASB Accounting Standards Codification (ASC) to require that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the related liability. In August 2015, the FASB issued ASU No. 2015-15, Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements-Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting, to clarify that an entity may elect to present debt issuance costs related to a line-of-credit arrangement as an asset, regardless of whether or not there are any outstanding borrowings on the line-of-credit arrangement. These standards were adopted by the Company in the first quarter of fiscal year 2016. See Note 8 for the presentation of the Company's deferred financing costs in accordance with these standards. There was no impact to the prior year consolidated financial statements as the Company's historical deferred financing costs pertaining to its revolving credit facility were presented as assets as permitted under ASU No. 2015-15.
In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes (Topic 740), which eliminates the requirement to present deferred tax assets and liabilities as current and non-current in a classified balance sheet. Instead, companies will be required to classify all deferred tax assets and liabilities as non-current. The Company early adopted this ASU in the second quarter of fiscal year 2016. There was no impact to the prior year financial statements as a result of this adoption.
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 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 Considerations, 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 amendments to identifying performance obligations and accounting for licenses of intellectual property. Early adoption is permitted and the Company can early adopt ASU No. 2014-09 beginning in the first quarter of fiscal year 2018. If the Company does not apply the early adoption provision, ASU No. 2014-09 will be effective for the Company beginning in the first quarter of fiscal year 2019 using one of two retrospective application methods. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.
In April 2015, the FASB issued ASU No. 2015-05, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, which provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other

7

MSG NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)


software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract and expense the cost as the services are received. This standard will be effective for the Company beginning in the first quarter of fiscal year 2017. Early adoption is permitted. This standard may be adopted retrospectively or prospectively to arrangements entered into, or materially modified, after the effective date. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which 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. This standard will be adopted using a modified retrospective approach. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.
In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, that changes several aspects of accounting for share-based payment transactions. The amended guidance requires all excess tax benefits and tax deficiencies to be recognized in the income statement rather than additional paid-in capital. In addition, such excess tax benefits or tax deficiencies will no longer be classified on the Consolidated Statement of Cash Flows as a financing activity, with prospective application required. Additionally, the guidance clarifies the classification of employee taxes paid when an employer withholds shares for tax-withholding purposes on the Consolidated Statement of Cash Flows as a financing activity, with retrospective application required. The new guidance also provides an accounting policy election to account for forfeitures as they occur, with a modified retrospective application required. This standard will be effective for the Company beginning in the first quarter of fiscal year 2017, with early adoption permitted. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.
Note 3. Discontinued Operations
As a result of the Distribution, the results of the Company’s MSG operations through the Distribution Date, as well as transaction costs related to the Distribution, have been classified in the consolidated statements of operations as discontinued operations for all periods presented. No gain or loss was recognized in connection with the Distribution. Operating results of discontinued operations for the three and nine months ended March 31, 2016 and 2015 are summarized below:
 
 
Three Months Ended
 
Nine Months Ended
 
 
March 31,
 
March 31,
 
 
2016
 
2015
 
2016
 
2015
Revenues (1)
 
$

 
$
300,856

 
$
150,381

 
$
816,586

Direct operating expenses
 

 
231,196

 
71,320

 
568,238

Selling, general and administrative expenses
 
40

 
47,828

 
57,864

 
133,473

Depreciation and amortization
 

 
24,120

 
23,772

 
81,236

Operating income (loss)
 
(40
)
 
(2,288
)
 
(2,575
)
 
33,639

Equity in earnings (loss) of equity-method investments
 

 
(2,294
)
 
2,679

 
(35,049
)
Interest income
 

 
471

 
635

 
1,346

Interest expense
 

 
(606
)
 
(540
)
 
(1,882
)
Miscellaneous income
 

 
782

 

 
2,142

Income (loss) from discontinued operations before income taxes
 
(40
)
 
(3,935
)
 
199

 
196

Income tax benefit (expense)
 

 
7,828

 
(161,393
)
 
3,662

Income (loss) from discontinued operations, net of taxes
 
$
(40
)
 
$
3,893

 
$
(161,194
)
 
$
3,858

(1)
Includes media rights recognized as revenues by MSG from the licensing of team-related programming to the Company prior to the Distribution Date, which were previously eliminated in consolidation. However, these amounts are now presented as revenues in the income (loss) from discontinued operations line with the offsetting expense in direct operating expenses, within continuing operations, in the accompanying consolidated statements of operations.

8

MSG NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)


Amounts for the three and nine months ended March 31, 2015 presented above differ from historically reported results for the Company's Sports and Entertainment segments due to certain reclassifications and adjustments made to corporate overhead costs for purposes of discontinued operations reporting.
The assets and liabilities of MSG have been classified in the consolidated balance sheet as of June 30, 2015 as assets and liabilities of discontinued operations and consist of the following, by major class:
 
 
June 30,
2015
Cash and cash equivalents
 
$
14,917

Accounts receivable, net
 
51,133

Other current assets
 
59,846

Current assets of discontinued operations
 
125,896

 
 
 
Investments and loans to nonconsolidated affiliates
 
249,394

Property and equipment, net
 
1,188,705

Goodwill
 
277,166

Intangible assets, net
 
189,174

Other non-current assets
 
79,158

Non-current assets of discontinued operations
 
1,983,597

 
 
 
Accounts payable and accrued liabilities
 
196,423

Deferred revenue
 
323,756

Current liabilities of discontinued operations
 
520,179

 
 
 
Defined benefits and other postretirement obligations
 
56,740

Other employee related costs
 
51,687

Deferred tax liability
 
171,928

Other non-current liabilities
 
49,939

Non-current liabilities of discontinued operations
 
330,294

Net assets of discontinued operations
 
$
1,259,020

 
 
 
The following table summarizes the net impact of the Distribution to Company's stockholders' equity (deficiency):
 
 
 
Decrease in additional paid-in capital
 
$
(1,067,555
)
Decrease in retained earnings
 
(1,705,189
)
Decrease in accumulated other comprehensive loss
 
20,406

 
 
$
(2,752,338
)
The above amounts include cash distributed with MSG of $1,467,093.
Note 4. Computation of Earnings (Loss) per Common Share
Basic earnings (loss) per common share (“EPS”) is based upon net income (loss) 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.


9

MSG NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)





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
 
Nine Months Ended
 
 
March 31,
 
March 31,
 
 
2016
 
2015
 
2016
 
2015
Weighted-average number of shares for basic EPS
 
75,037

 
77,134

 
75,173

 
77,454

Dilutive effect of shares issuable under share-based compensation plans
 
316

 
441

 
371

 
588

Weighted-average number of shares for diluted EPS
 
75,353

 
77,575

 
75,544

 
78,042

 Anti-dilutive shares
 

 

 

 
5

Note 5. Disposition
On July 1, 2014, the Company completed its sale of Fuse, a national music television network, to Fuse Media, Inc. for a cash purchase price of $231,995 and a 15% equity interest of approximately $24,000 in Fuse Media, LLC (“Fuse Media”). Upon satisfaction of certain performance goals, the Company recognized its interest in Fuse Media, and finalized a working capital adjustment during the second quarter of fiscal year 2015. The Company recorded a pre-tax gain on the sale of Fuse, which is reflected in operating income in the accompanying consolidated statement of operations for the nine months ended March 31, 2015 of $186,178 (net of transaction costs of $3,932), respectively.
The equity interest in Fuse Media was transferred to MSG in connection with the Distribution.
Note 6. Goodwill and Intangible Assets
The goodwill balance reported on the Company's balance sheet as of March 31, 2016 and June 30, 2015, is $424,508. During the first quarter of fiscal year 2016, the Company performed its annual impairment test of goodwill, and there was no impairment of goodwill identified, including the goodwill of the MSG Entertainment and MSG Sports reporting units that was transferred to MSG as a part of Distribution.
During the first quarter of fiscal year 2016, the Company performed its annual impairment test of identifiable indefinite-lived intangible assets, all of which were transferred to MSG in connection with the Distribution, and there was no impairment identified.
The Company's intangible assets subject to amortization are as follows: 
 
 
March 31, 2016
 
June 30,
2015
Affiliate relationships
 
$
83,044

 
$
83,044

Less accumulated amortization
 
(38,056
)
 
(35,461
)
 
 
$
44,988

 
$
47,583


Amortization expense for intangible assets was $865 for the three months ended March 31, 2016 and 2015, respectively, and $2,595 for the nine months ended March 31, 2016 and 2015, respectively.

10

MSG NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)


Note 7. Property and Equipment
As of March 31, 2016 and June 30, 2015, property and equipment consisted of the following assets: 
 
 
March 31,
2016
 
June 30,
2015
Equipment
 
$
47,403

 
$
43,277

Furniture and fixtures
 
1,740

 
1,723

Leasehold improvements
 
19,644

 
19,645

Construction in progress
 
288

 
3,103

 
 
69,075

 
67,748

Less accumulated depreciation and amortization
 
(54,541
)
 
(48,234
)
 
 
$
14,534

 
$
19,514

Depreciation and amortization expense on property and equipment was $1,737 and $3,609 for the three months ended March 31, 2016 and 2015, respectively, and $7,777 and $10,609 for the nine months ended March 31, 2016 and 2015, respectively, which includes depreciation expense on certain corporate property and equipment that was transferred to MSG in connection with the Distribution, but which did not qualify for discontinued operations reporting.
Note 8. Debt
Former Revolving Credit Facility
On May 6, 2014, MSGN Holdings, L.P., formerly MSG Holdings, L.P., (“MSGN L.P.”) and certain of its subsidiaries entered into a credit agreement with a syndicate of lenders providing for a senior secured revolving credit facility of $500,000 with a term of five years (theFormer Revolving Credit Facility”). In connection with the Distribution, MSGN L.P. terminated the Former Revolving Credit Facility effective on September 28, 2015.
Senior Secured Credit Facilities
On September 28, 2015, MSGN L.P., MSGN Eden, LLC, an indirect subsidiary of the Company and the general partner of MSGN L.P. (“MSGN Eden”), Regional MSGN Holdings LLC, a direct subsidiary of the Company and the limited partner of MSGN L.P. (collectively with MSGN Eden, 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 LIBOR rate 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 will be (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 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.

11

MSG NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)


The Credit Agreement generally requires MSGN L.P. 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 and after 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, MSGN L.P. and the restricted subsidiaries of MSGN L.P. As of March 31, 2016, MSGN L.P. was 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 March 31, 2016, there were no letters of credit issued and outstanding under the Revolving Credit Facility, which provides full borrowing capacity of $250,000. The Company made its first principal payment of $50,000 on the Term Loan Facility during the three months ended March 31, 2016, which will be followed by quarterly amortization payments in accordance with the terms of the Term Loan Facility.
As of March 31, 2016, the principal repayments required for the next five years under the Term Loan Facility are as follows:
Year 1
 
$
60,000

Year 2
 
75,000

Year 3
 
75,000

Year 4
 
101,250

Year 5
 
1,188,750

 
 
$
1,500,000

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 of the 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 previously discussed, 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 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 repurchases of capital stock; (v) changing its 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 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 deferred financing costs in accordance with ASU No. 2015-03 and ASU No. 2015-15 (see note 2) in the accompanying consolidated balance sheet as of March 31, 2016:

12

MSG NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)


Reported in
 
Term Loan Facility
 
Deferred Financing Costs
 
Total
Other current assets
 
$

 
$
417

 
$
417

Other assets
 

 
1,460

 
1,460

Current portion of long-term debt (1)
 
60,000

 
2,586

 
57,414

Long-term debt, net of current portion (1)
 
1,440,000

 
9,051

 
1,430,949

Total
 
$
1,500,000

 
$
13,514

 
$
1,490,240

(1) Amount presented in the Total column is on a net basis.

The Company made interest payments under the Credit Agreement of $18,830 during the nine months ended March 31, 2016.
Note 9. Commitments and Contingencies
Commitments
As of March 31, 2016, future cash payments required under contracts entered into by the Company in the normal course of business, including future minimum rental payments under leases having noncancelable initial lease terms in excess of one year, are as follows:
 
Total
 
Remainder of the current fiscal year
 
Fiscal years 2-3
 
Fiscal years 4-5
 
Thereafter
Contractual Obligations
$
4,590,123

 
$
75,864

 
$
429,495

 
$
433,285

 
$
3,651,479


Contractual obligations above consist primarily of the Company's obligations related to professional team rights, which were acquired under license agreements, to telecast certain live sporting events.

In connection with the Distribution, certain contractual obligations, principally those that the Company had under employment agreements with its professional sports teams' personnel and long-term noncancelable operating lease agreements for entertainment venues and certain office and storage space, were transferred to MSG.
In addition, see note 8 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.
Note 10. Fair Value Measurements
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity's pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels:

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.

13

MSG NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)


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
March 31, 2016
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
Money market accounts
 
$
62,586

 
$

 
$

 
$
62,586

Time deposits
 
48,392

 

 

 
48,392

Total assets measured at fair value
 
$
110,978

 
$

 
$

 
$
110,978

June 30, 2015
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
Money market accounts
 
$
89,062

 
$

 
$

 
$
89,062

Time deposits
 
113,227

 

 

 
113,227

Total assets measured at fair value
 
$
202,289

 
$

 
$

 
$
202,289

Money market accounts and time deposits are classified within Level 1 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 8) was approximately $1,477,500 as of March 31, 2016. The Company's long-term debt is classified within level 2 of the fair value hierarchy as it is valued using quoted prices of such securities for which fair value can also be derived from inputs that are readily observable. 
Note 11. Pension Plans and Other Postretirement Benefit Plan
Prior to the Distribution, the Company sponsored a non-contributory qualified cash balance retirement plan covering its non-union employees (the “MSG Cash Balance Pension Plan”) and an unfunded non-contributory, non-qualified excess cash balance plan covering certain employees who participate in the underlying qualified plan (collectively, the “Cash Balance Plans”). Since March 1, 2011, the MSG Cash Balance Pension Plan has also included the assets and liabilities of a frozen (as of December 31, 2007) non-contributory qualified defined pension plan covering non-union employees hired prior to January 1, 2001.

Also, the Company historically sponsored an unfunded non-contributory non-qualified defined benefit pension plan for the benefit of certain employees who participate in the underlying qualified plan, which was merged into the Cash Balance Pension Plan on March 1, 2011 (the “Excess Plan”). As of December 31, 2007, the Excess Plan was amended to freeze all benefits earned through December 31, 2007 and to eliminate the ability of participants to earn benefits for future service under these plans.

The Cash Balance Plans have been amended to freeze participation and future benefit accruals effective December 31, 2015.  Therefore, after December 31, 2015, no employee of MSG Networks who was not already a participant may become a participant in the plans and no further annual pay credits will be made for any future year.  Existing account balances under the plans will continue to be credited with monthly interest in accordance with the terms of the plans.
In addition, prior to the Distribution, the Company sponsored two non-contributory qualified defined benefit pension plans covering certain of its union employees (“Union Plans”). Benefits payable to retirees under the Union Plans are based upon years of service and, for one plan, participants’ compensation.

The Cash Balance Plans, Excess Plan and Union Plans are collectively referred to as the “Pension Plans.”

The Company also sponsors a contributory welfare plan which provides certain postretirement healthcare benefits to certain employees hired prior to January 1, 2001 who are eligible to commence receipt of early or normal Retirement Plan benefits under the MSG Cash Balance Pension Plan and their dependents, as well as certain union employees (“Postretirement Plan”).

14

MSG NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)


As a result of the Distribution, the assets and liabilities of the MSG Cash Balance Pension Plan and one of the Union Plans have been transferred to MSG. In addition, the following have been transferred to MSG: Liabilities related to (1) current MSG employees who are active participants in the Excess Plan and/or the unfunded non-contributory non-qualified excess cash balance plan, (2) current MSG employees who are eligible for participation in the Postretirement Plan, and (3) former MSG employees who are retired participants in the Postretirement Plan. The Company has retained liabilities related to (1) its current employees and former employees of the Company or MSG who are active participants in the Excess Plan and/or the unfunded non-contributory non-qualified excess cash balance plan, (2) its current employees who are eligible for participation in the Postretirement Plan, (3) its former employees who are retired participants in the Postretirement Plan, and (4) the Union Plan that was not transferred to MSG.
Components of net periodic benefit cost for the Company's Pension Plans and Postretirement Plan recognized in direct operating expenses, selling, general and administrative expenses, and income (loss) from discontinued operations in the accompanying consolidated statements of operations for the three and nine months ended March 31, 2016 and 2015 are as follows: 
 
 
Pension Plans
 
Postretirement Plan
 
 
Three Months Ended
 
Three Months Ended
 
 
March 31,
 
March 31,
 
 
2016
 
2015
 
2016
 
2015
Service cost
 
$
114

 
$
1,733

 
$
21

 
$
27

Interest cost
 
438

 
1,978

 
41

 
63

Expected return on plan assets
 
(110
)
 
(916
)
 

 

Recognized actuarial loss (gain) (a)
 
132

 
564

 

 
(12
)
Amortization of unrecognized prior service cost (credit) (a)
 

 
7

 
(11
)
 
(34
)
Net periodic benefit cost
 
$
574

 
$
3,366

 
$
51

 
$
44


 
 
Pension Plans
 
Postretirement Plan
 
 
Nine Months Ended
 
Nine Months Ended
 
 
March 31,
 
March 31,
 
 
2016
 
2015
 
2016
 
2015
Service cost
 
$
1,856

 
$
5,209

 
$
89

 
$
149

Interest cost
 
3,001

 
5,936

 
164

 
249

Expected return on plan assets
 
(1,070
)
 
(2,748
)
 

 

Recognized actuarial loss (a)
 
633

 
1,694

 

 

Amortization of unrecognized prior service cost (credit) (a)
 
14

 
19

 
(53
)
 
(104
)
Net periodic benefit cost
 
$
4,434

 
$
10,110

 
$
200

 
$
294

(a) Reflects amounts reclassified from accumulated other comprehensive loss.


15

MSG NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)


Amounts presented in the table above include net periodic benefit cost related to continued operations and discontinued operations as noted in the following table: 
 
 
Three Months Ended
 
Nine Months Ended
 
 
March 31,
 
March 31,
 
 
2016
 
2015
 
2016
 
2015
Continuing Operations
 
$
625

 
$
1,395

 
$
2,671

 
$
4,365

Discontinued Operations
 

 
2,015

 
1,963

 
6,039

Total Net Periodic Benefit Cost
 
$
625

 
$
3,410

 
$
4,634

 
$
10,404

In addition, prior to the Distribution, the Company sponsored the MSG Holdings, L.P. 401(k) Savings Plan (the "MSG Savings Plan") and the MSG Holdings, L.P. Excess Savings Plan ("Excess Savings Plan"). As a result of the Distribution, the MSG Savings Plan was amended to a) transfer sponsorship of the plans to MSG, and b) become a multiple employer plan in which both MSG and the Company will continue to participate. As a result of the Distribution, liabilities relating to current MSG employees who were active participants in the Company's Excess Savings Plan have been transferred to MSG. The Excess Savings Plan has been renamed the MSGN Holdings, L.P Excess Savings Plan (together with the MSG Savings Plan, the "Savings Plans"). Expenses related to the Savings Plans included in the accompanying consolidated statements of operations for the three and nine months ended March 31, 2016 and 2015 are as follows: 
 
 
Three Months Ended
 
Nine Months Ended
 
 
March 31,
 
March 31,
 
 
2016
 
2015
 
2016
 
2015
Continuing Operations
 
$
251

 
$
221

 
$
653

 
$
835

Discontinued Operations
 

 
661

 
652

 
1,814

Total Savings Plan Expense
 
$
251

 
$
882

 
$
1,305

 
$
2,649

In addition, prior to the Distribution, the Company sponsored the MSG Holdings, L.P. 401(k) Union Plan (the "MSG Union Savings Plan"). Expenses related to the MSG Union Plan included in the accompanying consolidated statements of operations were $585 for the three months ended March 31, 2015, and $18 and $709 for the nine months ended March 31, 2016 and 2015, respectively. These amounts have been classified in the consolidated statements of operations as discontinued operations for all periods presented.
As a result of the Distribution, the MSG Savings Plan and MSG Union Savings Plan were each amended to a) transfer sponsorship of the plans to MSG, and b) become a multiple employer plan in which both MSG and the Company will continue to participate.
Note 12. Share-based Compensation
See Note 17 to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended June 30, 2015 for more information regarding the Company's 2010 Employee Stock Plan (the "Employee Stock Plan") and 2010 Stock Plan For Non-Employee Directors (the "Non-Employee Director Plan"), as well as certain share-based payment awards initially granted under Cablevision Systems Corporation ("Cablevision") equity award programs.

In connection with the Distribution, each holder of an employee restricted stock unit ("RSU") that was granted prior to July 1, 2015 received one MSG RSU in respect of every three RSUs owned on the Record Date and continues to be entitled to a share of the Company's Class A Common Stock (or cash or other property) for each RSU in accordance with the existing award agreement. In connection with the Distribution, each employee RSU that was granted on or after July 1, 2015 was adjusted in accordance with its terms, such that (1) each holder who remained employed by the Company following the Distribution continued to hold Company RSUs, with the number of RSUs adjusted to reflect the Distribution to maintain the value of the RSUs, and (2) each holder who MSG employed following the Distribution received MSG RSUs of the same value as the Company RSUs, and the original Company RSUs were canceled. Any holder of RSUs granted after July 1, 2015 who was employed by both MSG and the Company following the Distribution continues to hold the Company's RSUs, adjusted to reflect

16

MSG NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)


the Distribution, and received MSG RSUs in connection with the Distribution, so that the Company's RSUs represent 30% of the value of the original awards and MSG RSUs represent 70% of the value of the original RSU award.

Also in connection with the Distribution, one share of MSG Class A Common Stock was issued under the MSG 2015 Non-Employee Director Plan in respect of every three RSUs outstanding under the Company’s Non-Employee Director Plan.

In connection with the Distribution, each option to purchase the Company's Class A Common Stock became two options: one option to acquire MSG Class A Common Stock and one option to acquire the Company's Class A Common Stock. The existing exercise price was allocated between the existing options and the new MSG options based upon the volume-weighted average prices of the MSG Class A Common Stock and the Company's Class A Common Stock over the ten trading days immediately following the Distribution as reported by Bloomberg Business, and the underlying share amount took into account the one-to-
three distribution ratio (i.e., one share of MSG Class A Common Stock was issued for every three shares of the Company's Class A Common Stock). Other than the split of the options and the allocation of the existing exercise price, there were no additional adjustments to the existing options in connection with the Distribution and the terms of each employee’s applicable option award agreement will continue to govern the Company's options.

The Company's stock options/RSUs held by MSG, Cablevision and AMC Networks Inc. (“AMC Networks”) employees will not be expensed by the Company; however, such stock options/RSUs do have a dilutive effect on earnings (loss) per share available to the Company's common stockholders.
Share-based compensation expense reduced for estimated forfeitures for continuing operations was $1,077 and $679 for the three months ended March 31, 2016 and 2015, respectively, and $7,976 and $8,681 for the nine months ended March 31, 2016 and 2015, respectively. Share-based compensation expense for continuing operations is presented within selling, general and administrative expenses and direct operating expenses. Share-based compensation expense for discontinued operations was $987 for the three months ended March 31, 2015 and $808 and $3,629 for the nine months ended March 31, 2016 and 2015, respectively
Stock Options Award Activity
The following table summarizes activity relating to holders (including Company, MSG, Cablevision and AMC Networks employees and directors) of the Company's stock options, all of which were exercisable, for the nine months ended March 31, 2016:
 
Number of
 
Weighted-
Average
Exercise
Price Per
Share (1)
 
Weighted-
Average
Remaining
Contractual
Term (In Years)
 
Aggregate Intrinsic
Value   
 
Nonperformance
Based
Vesting
Options
 
Performance
Based
Vesting
Options
 
Balance as of June 30, 2015
128

 
17

 
$
12.44

 
0.64
 
$
10,293

Exercised
(125
)
 
(17
)
 
7.04

 
 
 
 
Balance as of March 31, 2016
3

 

 
$
3.58

 
0.25
 
$
39

(1)
Weighted-average exercise price per share as of June 30, 2015 and for activity prior to the Distribution Date does not reflect any adjustment associated with the Distribution. See above for a discussion of the treatment of options in connection with the Distribution.
The aggregate intrinsic value is calculated 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 for all options outstanding, which were all in-the-money at March 31, 2016 and June 30, 2015, as applicable. For the nine months ended March 31, 2016 the aggregate intrinsic value of the Company's stock options exercised was $5,100, determined as of the date of option exercise.

17

MSG NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)


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 nine months ended March 31, 2016:
 
Number of
 
 
 
Nonperformance
Based
Vesting
RSUs
 
Performance
Based
Vesting
RSUs
 
Weighted-Average
Fair Value Per Share
At Date of Grant (1)
Unvested award balance, June 30, 2015
489

 
98

 
$
56.51

Granted
270

 
950

 
55.34

Vested
(244
)
 
(42
)
 
37.14

Canceled
(132
)
 
(566
)
 
77.99

Forfeited
(50
)
 
(11
)
 
67.04

Unvested award balance, March 31, 2016
333

 
429

 
$
39.38

(1)
Weighted-average fair value per share at date of grant as of June 30, 2015 and for activity prior to the Distribution Date does not reflect any adjustment associated with the Distribution. See above for a discussion of the treatment of RSUs in connection with the Distribution.
See above for a discussion of the treatment of RSUs granted after July 1, 2015. During the nine months ended March 31, 2016, the Company granted time-vesting RSUs (the “FY2016 RSUs”) that are generally subject to three-year ratable vesting (and are also, in the case of RSUs granted to executive officers, subject to certain performance conditions), and performance-vesting RSUs (the “FY2016 PSUs”) that will vest in September 2018 subject to the achievement of certain performance conditions.
The fair value of RSUs that vested during the nine months ended March 31, 2016 was $17,123. 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, 150 of these RSUs, with an aggregate value of $11,114, were retained by the Company and reflected as financing activity in the accompanying consolidated statement of cash flows for the nine months ended March 31, 2016.

18

MSG NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)




Note 13. Stock Repurchase Program
On October 27, 2014, the Company's Board of Directors authorized the repurchase of up to $500,000 of the Company's Class A Common Stock. On September 11, 2015, the Company's Board of Directors terminated the repurchase authorization effective as of the Distribution Date. Under the authorization, shares of Class A Common Stock were able to be purchased from time to time in open market or private transactions, in accordance with applicable insider trading and other securities laws and regulations.
For the nine months ended March 31, 2016, the Company has repurchased 1,336 shares, which are determined based on the settlement date of such trades, for a total cost of $100,027, including commissions and fees. These acquired shares have been classified as treasury stock in the accompanying consolidated balance sheet as of March 31, 2016.
Note 14. Related Party Transactions
As of March 31, 2016, 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 and own approximately 2.4% 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 69.7% of the aggregate voting power of the Company's outstanding common stock. Members of the Dolan family are also the controlling stockholders of MSG, Cablevision and AMC Networks.

In connection with the Distribution, the Company entered into various agreements with MSG, including media rights agreements covering New York Knicks ("Knicks") and New York Rangers ("Rangers") games, an advertising sales representation agreement, a trademark license agreement and a transition services agreement ("TSA").

The Company has entered into various agreements with Cablevision and AMC Networks in connection with, and subsequent to, the distribution on February 10, 2010, when Cablevision distributed all of the outstanding common stock of the Company to Cablevision stockholders. These agreements include arrangements with respect to a number of ongoing commercial relationships including affiliation agreements for carriage by Cablevision of MSG Networks.
Revenues and Operating Expenses
The following table summarizes the composition and amounts of related party transactions that are reflected in revenues and operating expenses of continuing operations in the accompanying consolidated statements of operations for the three and nine months ended March 31, 2016 and 2015:
 
 
Three Months Ended March 31,
 
Nine Months Ended March 31,
 
 
2016
 
2015
 
2016
 
2015
Revenues
 
$
42,142

 
$
44,902

 
$
124,264

 
$
127,246

Operating expenses:
 
 
 
 
 
 
 
 
Rights fees
 
$
32,906

 
$
20,397

 
$
98,206

 
$
60,749

Commission
 
5,861

 

 
11,359

 

Advertising
 
2,022

 
2,109

 
5,897

 
5,319

Origination, master control and technical services
 
1,508

 
1,462

 
4,384

 
4,221

Other
 
2,292

 
(565
)
 
4,343

 
(730
)
Revenues
Revenues from related parties primarily consist of revenues recognized from the distribution of programming services to subsidiaries of Cablevision and include sponsorship revenue, as well as advertising and promotional benefits received by the Company which is recognized as the benefits are realized.

19

MSG NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)


Rights fees
In connection with the Distribution, the Company entered into media rights agreements with the Knicks and the Rangers, which provide the Company with exclusive media rights to team games in their local markets. These agreements are retroactively effective to July 1, 2015. Prior to the Distribution, these rights fees were eliminated in consolidation; however the amounts recorded prior to the Distribution are presented as revenues in the income (loss) from discontinued operations line with the offsetting expense in direct operating expenses within continuing operations in the accompanying consolidated statements of operations.
Commission
In connection with the Distribution, the Company entered into an advertising sales representation agreement, under which MSG has the exclusive right and obligation to sell MSG Networks' advertising availabilities for a commission.
Origination, master control and technical services
AMC Networks provides certain origination, master control and technical services to the Company.
Advertising
The Company incurs advertising expenses for services rendered by its related parties, primarily Cablevision, most of which are related to the utilization of advertising and promotional benefits by the Company, with an equal amount being recognized as revenue when the benefits are realized.
Other operating expenses
The Company and its related parties enter into transactions with each other in the ordinary course of business. Additionally, in connection with the Distribution, the Company entered into a TSA with MSG, under which the Company began outsourcing to MSG certain business functions that were previously performed by internal resources. These include activities related to information technology, accounting, accounts payable, payroll, tax, legal, human resources, insurance and risk management, investor relations, corporate communications, benefit plan administration and reporting, and internal audit.
Discontinued operations
Related party transactions included in loss from discontinued operations in the accompanying consolidated statements of operations include the following (i) revenues from related parties of $22,014 for the three months ended March 31, 2015 and $33,559 and $64,459 for the nine months ended March 31, 2016 and 2015, respectively, (ii) operating expenses charged by related parties of $40 and $2,798 for the three months ended March 31, 2016 and 2015, respectively, and $1,004 and $5,872 for the nine months ended March 31, 2016 and 2015, respectively, (iii) interest income from nonconsolidated affiliates of $471 for the three months ended March 31, 2015 and $635 and $1,346 for the nine months ended March 31, 2016 and 2015, respectively, and (iv) equity in earnings (loss) of equity-method investments of $(2,294) for the three months ended March 31, 2015 and $2,679 and $(35,049) for the nine months ended March 31, 2016 and 2015, respectively.
Note 15. Income Taxes
Income tax expense attributable to continuing operations for the three months ended March 31, 2016 of $29,573 differs from the income tax expense derived from applying the statutory federal rate to pretax income due principally to state and local income taxes of $5,485 (net of federal benefit), and other items of $28. These increases were partially offset by the tax benefits of the domestic production activities deduction of $1,939.
Income tax expense attributable to continuing operations for the three months ended March 31, 2015 of $36,132 differs from the income tax expense derived from applying the statutory federal rate to pretax income due principally to state and local income taxes (net of federal benefit) of $9,314, and the impact of the tax benefits of the domestic production activities deduction of $1,636.
Income tax expense attributable to continuing operations for the nine months ended March 31, 2016 of $58,878 differs from the income tax expense derived from applying the statutory federal rate to pretax income due principally to a reduction in state tax rates used to value deferred taxes resulting from the Distribution of $16,941 and the tax benefits of the domestic production activities deduction of $4,703. These decreases were partially offset by an increase in state tax rates used to value deferred

20

MSG NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)


taxes resulting from the filing of the Company’s state income tax returns of $4,489, state and local income taxes of $13,216 (net of federal benefit), and other items of $179.
Income tax expense attributable to continuing operations for the nine months ended March 31, 2015 of $165,506 differs from the income tax expense derived from applying the statutory federal rate to pretax income due principally to state and local income taxes of $31,747 (net of federal benefit), an increase in state tax rates used to value deferred taxes due to the sale of Fuse of $8,122 and other items of $171. These increases were partially offset by the impact of the tax benefits of the domestic production activities deduction of $4,217 and a tax return to book provision adjustment in connection with the filing of the Company's federal income tax return of $48.

During the nine months ended March 31, 2016, income taxes paid by the Company were $142,430, of which approximately $120,000 is reflected in net cash used in operating activities of discontinued operations in the accompanying consolidated statement of cash flows. The income tax payments classified in net cash used in operating activities of discontinued operations primarily reflect a one-time payment related to certain historical activities of our former subsidiary, MSG, and other offsetting items. Prior to the Distribution, the Company's collections for ticket sales, sponsorships and suite rentals in advance were recorded as deferred revenue and were recognized as revenues when earned for both accounting and tax purposes. In connection with the reorganization transactions related to the Distribution, the tax recognition on most of these deferred revenues was accelerated to the date of the reorganization. The impact of the acceleration of such deferred revenue is reflected in income tax expense of discontinued operations for the nine months ended March 31, 2016.

During the nine months ended March 31, 2015, income taxes paid by the Company were $117,793, which includes amounts related to the sale of Fuse.
During the third quarter of fiscal year 2015, the Internal Revenue Service notified the Company of its intent to review the federal income tax returns as filed for the tax year ended December 31, 2013. Fieldwork is ongoing.  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 2015, the State of Connecticut commenced an examination of the Company's State of Connecticut income tax returns as filed for the tax years ended December 31, 2011, 2012, and 2013. The examination was settled during this quarter. There were no material changes to the tax returns as filed.
During the fourth quarter of fiscal year 2014, the State of New York commenced an examination of the Company's State of New York income tax returns as filed for the tax years ended December 31, 2010, 2011, and 2012. The examination is currently in fieldwork. The Company does not expect the examination, when finalized, to result in material changes to the tax returns as filed.
Note 16. Concentration of Risk
Accounts receivable, net on the accompanying consolidated balance sheets as of March 31, 2016 and June 30, 2015 include amounts due from the following individual non-affiliated customers, which accounted for the noted percentages of the gross balance:
 
March 31,
2016
 
June 30,
2015
Customer A
34
%
 
29
%
Customer B
29
%
 
25
%
Customer C
19
%
 
17
%
Customer D
12
%
 
11
%

21

MSG NETWORKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)


Revenues from continuing operations in the accompanying consolidated statements of operations for the three and nine months ended March 31, 2016 and 2015 include amounts from the following individual non-affiliated customers, which accounted for the noted percentages of the total:
 
Three Months Ended March 31,
 
Nine Months Ended March 31,
 
2016
 
2015
 
2016
 
2015
Customer A
23
%
 
21
%
 
23
%
 
22
%
Customer B
19
%
 
19
%
 
20
%
 
20
%
Customer C
10
%
 
10
%
 
10
%
 
11
%
Revenues from continuing operations in the accompanying consolidated statements of operations include revenues from Cablevision of $42,083 and $43,021 for the three months ended March 31, 2016 and 2015, respectively, which represent 23% and 25%, respectively, of the total and $123,530 and $125,318 for the nine months ended March 31, 2016 and 2015, respectively, which represent, 25% and 26%, respectively, of the total.
The accompanying consolidated balance sheets as of March 31, 2016 and June 30, 2015 include the following approximate amounts that are recorded in connection with the Company's license agreement with the New Jersey Devils:
Reported in
March 31, 2016
 
June 30,
2015
Prepaid expenses
$
1,000

 
$
1,000

Other current assets
2,000

 
2,000

Other assets
41,000

 
41,000

 
$
44,000

 
$
44,000


22


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
This Management's Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “anticipates,” “believes,” “estimates,” “may,” “will,” “should,” “could,” “potential,” “continue,” “intends,” “plans,” and similar words and terms used in the discussion of future operating and financial performance and plans identify forward-looking statements. Investors are cautioned that such forward-looking statements are not guarantees of future performance, results or events and involve risks and uncertainties and that actual results or developments may differ materially from the forward-looking statements as a result of various factors. Factors that may cause such differences to occur include, but are not limited to:

the demand for our programming among cable television systems and satellite, telephone and other multichannel video programming distributors (“Distributors”) and the subscribers thereto, and our ability to renew affiliation agreements with Distributors, as well as the impact of consolidation among Distributors;

the level of our revenues, which depends in part on the popularity and competitiveness of the sports teams whose games are broadcast on our networks and the popularity of other content aired on our networks;

the ability of Distributors to maintain subscriber levels;

the impact of subscribers downgrading their programming packages to levels that do not include our programming services;

the security of our program signal and electronic data;

general economic conditions especially in the New York City metropolitan area where we conduct the majority of our operations;

the demand for sponsorship arrangements and for advertising and viewer ratings for our programming;

competition, for example, from other regional sports networks;

the relocation or insolvency of professional sports teams with which we have a rights agreement;

our ability to maintain, obtain or produce content, together with the cost of such content;

our ability to renew or replace our rights agreements with professional sports teams;

the acquisition or disposition of assets and/or the impact of, and our ability to, successfully pursue acquisitions or other strategic transactions, and the operating and financial performance thereof (including those that we do not control);

the costs associated with, and the outcome of, litigation and other proceedings to the extent uninsured;

the impact of governmental regulations or laws and changes in such regulations or laws;

the impact of league rules, league regulations and/ or league agreements and changes thereto;

our substantial debt and high leverage;

reduced access to capital markets or significant increases in costs to borrow;

financial community perceptions of our business, operations, financial condition and the industry in which we operate;

the tax-free treatment of the Distribution; and

the factors described under "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended June 30, 2015.

23


We disclaim any obligation to update or revise the forward-looking statements contained herein, except as otherwise required by applicable federal securities laws.
All dollar amounts included in the following MD&A are presented in thousands, except as otherwise noted.
Introduction
MD&A is provided as a supplement to, and should be read in conjunction with, the Company's unaudited consolidated financial statements and accompanying notes thereto included in this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the year ended June 30, 2015 to help provide an understanding of our financial condition, changes in financial condition and results of operations. Unless the context otherwise requires, all references to “we,” “us,” “our,” “MSG Networks” or the “Company” refer collectively to MSG Networks Inc., a holding company, and its direct and indirect subsidiaries through which substantially all of our operations are actually conducted. The Company produces, develops and acquires content for multiple distribution platforms and is comprised principally of the Company's regional sports and entertainment networks, MSG Network and MSG+, collectively the “MSG Networks.”
On September 30, 2015 (the “Distribution Date”), the Company distributed to its stockholders all of the outstanding common stock of The Madison Square Garden Company (formerly MSG Spinco, Inc., and referred to herein as “MSG”) (the “Distribution”). MSG owns, directly or indirectly, the sports and entertainment businesses previously owned and operated by the Company's Sports and Entertainment segments, owns, leases or operates the arenas and other venues previously owned, leased or operated by the Company and owns the joint venture interests previously owned by the Company. In the Distribution, each holder of the Company’s Class A common stock, par value $0.01 per share, of record as of the close of business, New York City time, on September 21, 2015 (the “Record Date”), received one share of MSG Class A common stock, par value $0.01 per share, for every three shares of the Company’s Class A common stock held on the Record Date. Each record holder of the Company’s Class B common stock, par value $0.01 per share, received one share of MSG Class B common stock, par value $0.01 per share, for every three shares of the Company's Class B common stock held on the Record Date. Subsequent to the Distribution, the Company no longer consolidates the financial results of MSG for the purpose of its own financial reporting and the historical financial results of MSG have been reflected in the Company's consolidated financial statements as discontinued operations for all periods presented through the Distribution Date.
After giving effect to the Distribution, the Company operates and reports financial information in one segment.
This MD&A is organized as follows:
Results of Operations. This section provides an analysis of our unaudited results of operations for the three and nine months ended March 31, 2016 as compared with the three and nine months ended March 31, 2015.
Liquidity and Capital Resources. This section provides a discussion of our financial condition and liquidity, an analysis of our cash flows for the nine months ended March 31, 2016 as compared with the nine months ended March 31, 2015, as well as certain contractual obligations.
Recently Issued Accounting Pronouncements and Critical Accounting Policies. This section discusses recently issued accounting pronouncements, as well as the results of the Company's annual impairment testing of goodwill and identifiable indefinite-lived intangible assets performed during the first quarter of fiscal year 2016. This section should be read together with our critical accounting policies, which are discussed in our Annual Report on Form 10-K for the year ended June 30, 2015 under “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations — Recently Issued Accounting Pronouncements and Critical Accounting Policies — Critical Accounting Policies” and in the notes to the consolidated financial statements of the Company included therein.

24


Results of Operations
Comparison of the Three Months Ended March 31, 2016 versus the Three Months Ended March 31, 2015
Consolidated Results of Operations
The table below sets forth, for the periods presented, certain historical financial information and the percentage that those items bear to revenues. 
 
 
Three Months Ended March 31,
 
Increase
(Decrease)
in Net
Income
 
 
2016
 
2015
 
 
 
Amount
 
% of
Revenues
 
Amount
 
% of
Revenues
 
Revenues
 
$
179,596

 
100
 %
 
$
168,958

 
100
 %
 
$
10,638

 
 
 
 
 
 
 
 
 
 
 
Direct operating expenses
 
73,329

 
41
 %
 
60,601

 
36
 %
 
(12,728
)
Selling, general and administrative expenses
 
19,578

 
11
 %
 
31,471

 
19
 %
 
11,893

Depreciation and amortization
 
2,602

 
1
 %
 
4,474

 
3
 %
 
1,872

Operating income
 
84,087

 
47
 %
 
72,412

 
43
 %
 
11,675

Other income (expense):
 
 
 
 
 
 
 
 
 
 
Interest expense, net
 
(9,804
)
 
(5
)%
 
(461
)
 
NM

 
(9,343
)
Income from continuing operations before income taxes
 
74,283

 
41
 %
 
71,951

 
43
 %
 
2,332

Income tax expense
 
(29,573
)
 
(16
)%
 
(36,132
)
 
(21
)%
 
6,559

Income from continuing operations
 
44,710

 
25
 %
 
35,819

 
21
 %
 
8,891

Income (loss) from discontinued operations, net of taxes
 
(40
)
 
NM

 
3,893

 
2
 %
 
(3,933
)
Net income
 
$
44,670

 
25
 %
 
$
39,712

 
24
 %
 
$
4,958

_________________ 
NM – Percentage is not meaningful
Revenues
Revenues for the three months ended March 31, 2016 increased $10,638, or 6%, to $179,596 as compared with the prior year period. The net increase is attributable to the following: 
Increase in affiliation fee revenue
$
4,373

Increase in advertising revenue
6,061

Other net increases
204

 
$
10,638

The increase in affiliation fee revenue was primarily due to higher affiliation rates and, to a lesser extent, the impact of a favorable affiliate adjustment recorded in the current year period, partially offset by the impact of a low single digit percentage decrease in subscribers as compared with the prior year period.
The increase in advertising revenue was primarily driven by higher average per-game sales from the telecast of live professional sports programming.
Other net increases were primarily attributable to the recognition of certain broadcast revenues, partially offset by the absence of revenues associated with certain services provided to Fuse Media, Inc. recorded in the prior year period.

25


Direct operating expenses
Direct operating expenses for the three months ended March 31, 2016 increased $12,728, or 21%, to $73,329 as compared with the prior year period due to higher rights fees expense of $13,195 partially offset by other programming-related cost decreases of $467. The higher rights fees expense includes a $12,103 increase related to the new long-term media rights agreements with the New York Knicks ("Knicks") and New York Rangers ("Rangers"). In connection with the Distribution, the Company entered into media rights agreements with the Knicks and the Rangers, which provide the Company with exclusive media rights to team games in their local markets. The Company expects to incur rights expense of approximately $130,000 under these media rights agreements for the year ending June 30, 2016, which will be approximately $49,000 more than the intercompany rights fee expense reflected in the Company's financial statements for the year ended June 30, 2015.
Selling, general and administrative expenses
Selling, general and administrative expenses for the three months ended March 31, 2016 decreased $11,893, or 38%, to $19,578 as compared with the prior year period primarily due to the absence of certain corporate overhead expenses included in the results of the prior year third quarter. The fiscal 2015 third quarter results include certain corporate expenses that the Company did not incur during the current year third quarter and does not expect to incur in future periods. Partially offsetting this decrease are corporate costs incurred during the fiscal 2016 third quarter by MSG Networks Inc. as a standalone public company. Additionally, the Company's results reflect incremental net expenses associated with commissions incurred by the Company pursuant to an advertising sales representation agreement with MSG as compared to the historical costs of the Company's advertising sales personnel and other associated corporate costs, that the Company will no longer incur as these personnel have been transferred to MSG.
Depreciation and amortization
Depreciation and amortization for the three months ended March 31, 2016 decreased $1,872, or 42%, to $2,602 as compared with the prior year period primarily due to the absence of depreciation expense included in the results of the prior year third quarter on certain corporate property and equipment that was transferred to MSG in connection with the Distribution, but which did not meet the criteria for inclusion in discontinued operations.
Interest expense, net
Net interest expense for the three months ended March 31, 2016 increased $9,343 to $9,804 as compared with the prior year period primarily due to interest expense incurred under the Company's new Senior Secured Credit Facilities.
Income taxes
Income tax expense attributable to continuing operations for the three months ended March 31, 2016 of $29,573 differs from the income tax expense derived from applying the statutory federal rate to pretax income due principally to state and local income taxes of $5,485 (net of federal benefit), and other items of $28. These increases were partially offset by the tax benefits of the domestic production activities deduction of $1,939.
Income tax expense attributable to continuing operations for the three months ended March 31, 2015 of $36,132 differs from the income tax expense derived from applying the statutory federal rate to pretax income due principally to state and local income taxes (net of federal benefit) of $9,314, and the impact of the tax benefits of the domestic production activities deduction of $1,636.
Adjusted operating cash flow ("AOCF")
The Company evaluates its performance based on several factors, of which the key financial measure is operating income (loss) before (i) depreciation, amortization and impairments of property and equipment and intangible assets, (ii) share-based compensation expense or benefit, (iii) restructuring charges or credits and (iv) gains or losses on sales or dispositions of businesses, which is referred to as AOCF, a non-GAAP measure. The Company has presented the components that reconcile AOCF to operating income, an accepted GAAP measure.
 
 
Three Months Ended
 
Increase (Decrease)
in AOCF
 
 
March 31,
 
 
 
2016
 
2015
 
Operating income
 
$
84,087

 
$
72,412

 
$
11,675

Share-based compensation
 
1,077

 
679

 
398

Depreciation and amortization
 
2,602

 
4,474

 
(1,872
)
AOCF
 
$
87,766

 
$
77,565

 
$
10,201


26


AOCF for the three months ended March 31, 2016 increased $10,201, or 13%, to $87,766 as compared with the prior year period primarily due to (as discussed above) lower selling, general and administrative expenses and higher revenues partially offset by higher direct operating expenses.
Comparison of the Nine Months Ended March 31, 2016 versus the Nine Months Ended March 31, 2015
Consolidated Results of Operations
The table below sets forth, for the periods presented, certain historical financial information and the percentage that those items bear to revenues.
 
 
Nine Months Ended March 31,
 
Increase
(Decrease)
in Net
Income
 
 
2016
 
2015
 
 
 
Amount
 
% of
Revenues
 
Amount
 
% of
Revenues
 
Revenues
 
$
497,674

 
100
 %
 
$
477,848

 
100
 %
 
$
19,826

 
 
 
 
 
 
 
 
 
 
 
Direct operating expenses
 
204,978

 
41
 %
 
165,374

 
35
 %
 
(39,604
)
Selling, general and administrative expenses
 
83,066

 
17
 %
 
113,276

 
24
 %
 
30,210

Depreciation and amortization
 
10,372

 
2
 %
 
13,204

 
3
 %
 
2,832

Gain on sale of Fuse
 

 
NM

 
(186,178
)
 
(39
)%
 
(186,178
)
Operating income
 
199,258

 
40
 %
 
372,172

 
78
 %
 
(172,914
)
Other income (expense):
 
 
 
 
 
 
 
 
 
 
Interest expense, net
 
(20,289
)
 
(4
)%
 
(1,509
)
 
NM

 
(18,780
)
Income from continuing operations before income taxes
 
178,969

 
36
 %
 
370,663

 
78
 %
 
(191,694
)
Income tax expense
 
(58,878
)
 
(12
)%
 
(165,506
)
 
(35
)%
 
106,628

Income from continuing operations
 
120,091

 
24
 %
 
205,157

 
43
 %
 
(85,066
)
Income (loss) from discontinued operations, net of taxes
 
(161,194
)
 
(32
)%
 
3,858

 
1
 %
 
(165,052
)
Net income (loss)
 
$
(41,103
)
 
(8
)%
 
$
209,015

 
44
 %
 
$
(250,118
)
_________________ 
NM – Percentage is not meaningful
Revenues
Revenues for the nine months ended March 31, 2016 increased $19,826, or 4%, to $497,674 as compared with the prior year period. The net increase is attributable to the following: 
Increase in affiliation fee revenue
$
12,459

Increase in advertising revenue
6,664

Other net increases
703

 
$
19,826

The increase in affiliation fee revenue was primarily due to higher affiliation rates partially offset by the impact of a low single digit percentage decrease in subscribers as compared with the prior year period.
The increase in advertising revenue was primarily driven by higher average per-game sales from the telecast of live professional sports programming and, to a lesser extent, the absence of national sales commissions as a result of the new advertising sales representation agreement with MSG.
Other net increases were primarily attributable to the recognition of certain broadcast revenues, partially offset by the absence of a retroactive royalty payment recorded in the prior year period.

27


Direct operating expenses
Direct operating expenses for the nine months ended March 31, 2016 increased $39,604, or 24%, to $204,978 as compared with the prior year period due to higher rights fees expense of $40,681, partially offset by other programming-related cost decreases of $1,077. The higher rights fees expense includes a $36,750 increase related to the new long-term media rights agreements with the Knicks and Rangers. In connection with the Distribution, the Company entered into media rights agreements with the Knicks and the Rangers, which provide the Company with exclusive media rights to team games in their local markets. The Company expects to incur rights expense of approximately $130,000 under these media rights agreements for the year ending June 30, 2016, which will be approximately $49,000 more than the intercompany rights fee expense reflected in the Company's financial statements for the year ended June 30, 2015.
Selling, general and administrative expenses
Selling, general and administrative expenses for the nine months ended March 31, 2016 decreased $30,210, or 27%, to $83,066 as compared with the prior year period primarily due to lower corporate overhead costs. The results for the current year first quarter and prior year first, second and third quarters include certain corporate expenses that the Company did not incur during the current year second and third quarters and does not expect to incur in future periods. Partially offsetting this decrease are corporate costs incurred during the current year second and third quarters by MSG Networks Inc. as a standalone public company. Additionally, the Company's results during the current year second and third quarters reflect incremental net expenses associated with commissions incurred by the Company pursuant to an advertising sales representation agreement with MSG as compared to the historical costs of the Company's advertising sales personnel and other associated corporate costs, that the Company will no longer incur as these personnel have been transferred to MSG.
Depreciation and amortization
Depreciation and amortization for the nine months ended March 31, 2016 decreased $2,832, or 21%, to $10,372 as compared with the prior year period primarily due to lower depreciation expense on certain corporate property and equipment that was transferred to MSG in connection with the Distribution, but which did not meet the criteria for inclusion in discontinued operations.
Gain on sale of Fuse
Gain on sale of Fuse for the nine months ended March 31, 2015 represents the Company's gain, net of transaction costs, from the sale which was completed on July 1, 2014. See Note 5 to the consolidated financial statements included in "Part I - Item 1. Financial Statements" of this Quarterly Report on Form 10-Q.
Interest expense, net
Net interest expense for the nine months ended March 31, 2016 increased $18,780 to $20,289 as compared with the prior year period primarily due to interest expense incurred under the Company's new Senior Secured Credit Facilities.
Income taxes
Income tax expense attributable to continuing operations for the nine months ended March 31, 2016 of $58,878 differs from the income tax expense derived from applying the statutory federal rate to pretax income due principally to a reduction in state tax rates used to value deferred taxes resulting from the Distribution of $16,941 and the tax benefits of the domestic production activities deduction of $4,703. These decreases were partially offset by an increase in state tax rates used to value deferred taxes resulting from the filing of the Company’s state income tax returns of $4,489, state and local income taxes of $13,216 (net of federal benefit), and other items of $179.
Income tax expense attributable to continuing operations for the nine months ended March 31, 2015 of $165,506 differs from the income tax expense derived from applying the statutory federal rate to pretax income due principally to state and local income taxes of $31,747 (net of federal benefit), an increase in state tax rates used to value deferred taxes due to the sale of Fuse of $8,122 and other items of $171. These increases were partially offset by the impact of the tax benefits of the domestic production activities deduction of $4,217 and a tax return to book provision adjustment in connection with the filing of the Company's federal income tax return of $48.

28


AOCF
The following is a reconciliation of operating income to AOCF:  
 
Nine Months Ended
 
Increase
(Decrease) in
AOCF
 
March 31,
 
 
2016
 
2015
 
Operating income
$
199,258

 
$
372,172

 
$
(172,914
)
Share-based compensation
7,976

 
8,681

 
(705
)
Depreciation and amortization
10,372

 
13,204

 
(2,832
)
Gain on sale of Fuse

 
(186,178
)
 
186,178

AOCF
$
217,606

 
$
207,879

 
$
9,727

AOCF for the nine months ended March 31, 2016 increased $9,727, or 5%, to $217,606 as compared with the prior year period primarily due to (as discussed above) lower selling, general and administrative expenses and higher revenues partially offset by higher direct operating expenses.
Liquidity and Capital Resources

Overview

Our primary sources of liquidity are cash and cash equivalents, cash flows from the operations of our business and available borrowing capacity under our $250,000 revolving credit facility with a syndicate of lenders (see “Financing Agreements - Senior Secured Credit Facilities” below). Our principal uses of cash include working capital-related items, capital spending, taxes and debt service. The decisions of the Company as to the use of its available liquidity will be based upon the ongoing review of the funding needs of the business, the optimal allocation of cash resources, and the timing of cash flow generation. During the nine months ended March 31, 2016, income taxes paid by the Company were $142,430, of which approximately $120,000 is reflected in net cash used in operating activities of discontinued operations in the accompanying consolidated statement of cash flows. See Note 15 to the consolidated financial statements included in "Part I - Item 1. Financial Statements" of this Quarterly Report on Form 10-Q.
We believe we have sufficient liquidity, including approximately $111,000 in cash and cash equivalents as of March 31, 2016, along with available borrowing capacity under our revolving credit facility combined with operating cash flows to fund our business operations and service our term loans outstanding (see “Financing Agreements - Senior Secured Credit Facility - Term Loan Facility” below) over the next twelve months. However, potential subscriber reductions at affiliates who distribute our networks and changes in the demand for our programming, advertising revenues declines, our ability to maintain, obtain or produce content and other factors could adversely impact our business and results of operations, which might require that we seek alternative sources of funding through the capital and credit markets that may or may not be available to us.
On October 27, 2014, the Company's Board of Directors authorized the repurchase of up to $500,000 of the Company's Class A Common Stock. On September 11, 2015, the Company's Board of Directors terminated the repurchase authorization effective as of the Distribution Date. Under the authorization, shares of Class A Common Stock were able to be purchased from time to time in open market or private transactions, in accordance with applicable insider trading and other securities laws and regulations. Since the authorization of the repurchase program through March 31, 2016, the Company repurchased 3,159 shares, which are determined based on the settlement date of such trades, for a total cost of $240,744, including commissions and fees. In fiscal year 2016, the Company repurchased 1,336 shares, which are determined based on the settlement date of such trades, for a total cost of $100,027, including commissions and fees. These acquired shares have been classified as treasury stock in the Company's consolidated balance sheet.
Financing Agreements
Former Revolving Credit Facility
On May 6, 2014, MSGN Holdings, L.P., formerly MSG Holdings, L.P., (“MSGN L.P.”) and certain of its subsidiaries entered into a credit agreement with a syndicate of lenders providing for a senior secured revolving credit facility of $500,000 with a term of five years (theFormer Revolving Credit Facility”). In connection with the Distribution, MSGN L.P. terminated the Former Revolving Credit Facility effective on September 28, 2015.


29


Senior Secured Credit Facilities
On September 28, 2015, MSGN L.P., MSGN Eden, LLC, an indirect subsidiary of the Company and the general partner of MSGN L.P. (“MSGN Eden”), Regional MSGN Holdings LLC, a direct subsidiary of the Company and the limited partner of MSGN L.P. (collectively with MSGN Eden, 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. The remainder of the proceeds from the Term Loan Facility were used by MSGN L.P. to pay for certain fees and expenses associated with the Distribution and the Senior Secured Credit Facilities and will be used to fund working capital needs and other general corporate purposes of MSGN L.P. The Revolving Credit Facility was undrawn as of March 31, 2016 and is available to fund working capital needs and other general corporate purposes of MSGN L.P. Up to $35,000 of the Revolving Credit Facility is available for the issuance of letters of credit.
The Credit Agreement generally requires MSGN L.P. 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 and after 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, MSGN L.P. and the restricted subsidiaries of MSGN L.P. As of March 31, 2016, MSGN L.P. was 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 March 31, 2016, there were no letters of credit issued and outstanding under the Revolving Credit Facility, which provides full borrowing capacity of $250,000. The Company made its first principal payment of $50,000 on March 31, 2016, which reduced the principal amount of the initial Term Loan Facility for subsequent amortization. The Term Loan Facility amortizes quarterly in accordance with its terms from June 30, 2016 through June 30, 2020 with a final maturity date on September 28, 2020.

See Note 8 to the consolidated financial statements included in "Part I - Item 1. Financial Statements" of this Quarterly Report on Form 10-Q for more information on the Credit Agreement.

Contractual Obligations

As of March 31, 2016, future cash payments required under contracts entered into by the Company in the normal course of business, including future minimum rental payments under leases having noncancelable initial lease terms in excess of one year, are as follows:
 
Total
 
Remainder of the current fiscal year
 
Fiscal years 2-3
 
Fiscal years 4-5
 
Thereafter
Contractual Obligations
$
4,590,123

 
$
75,864

 
$
429,495

 
$
433,285

 
$
3,651,479


Contractual obligations above consist primarily of the Company's obligations related to professional team rights, which were acquired under license agreements, to telecast certain live sporting events.

In connection with the Distribution, certain contractual obligations, principally those that the Company had under employment agreements with its professional sports teams' personnel and long-term noncancelable operating lease agreements for entertainment venues and certain office and storage space, were transferred to MSG.

In addition, see Note 8 to the consolidated financial statements included in "Part I - Item 1. Financial Statements" of this Quarterly Report on Form 10-Q for the principal repayments required under the Company's Term Loan Facility.


30


Cash Flow Discussion

Operating Activities from continuing operations
Net cash provided by operating activities from continuing operations for the nine months ended March 31, 2016 increased by $100,086 to $161,280 as compared with the prior year period. The change is primarily due to lower income taxes paid by continuing operations, including income taxes paid in the prior year period related to the sale of Fuse (the cash proceeds related to the sale are included in investing activities). Net cash used in operating activities of discontinued operations for the current year period includes approximately $120,000 of income taxes paid. See Note 15 to the consolidated financial statements included in "Part I - Item 1. Financial Statements" of this Quarterly Report on Form 10-Q.
Investing Activities from continuing operations
Net cash used in investing activities from continuing operations for the nine months ended March 31, 2016 was $2,458 as compared with net cash provided by investing activities from continuing operations in the prior year period of $223,857. This change is primarily due to proceeds received during the prior year period from the sale of Fuse, slightly offset by lower capital expenditures in the current year period.
Financing Activities from continuing operations
Net cash used in financing activities from continuing operations for the nine months ended March 31, 2016 decreased by $39,271 to $82,357 as compared with the prior year period primarily due to the proceeds from the Term Loan Facility received in the current year period, largely offset by the cash distributed with MSG, as well as the Company's first principal payment on the Term Loan Facility during the current year period.
Recently Issued Accounting Pronouncements and Critical Accounting Policies
Recently Adopted Accounting Pronouncements
In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which amends the FASB Accounting Standards Codification (ASC) to require that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the related liability. In August 2015, the FASB issued ASU No. 2015-15, Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements-Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting, to clarify that an entity may elect to present debt issuance costs related to a line-of-credit arrangement as an asset, regardless of whether or not there are any outstanding borrowings on the line-of-credit arrangement. These standards were adopted by the Company in the first quarter of fiscal year 2016. See Note 8 to the consolidated financial statements included in "Part I - Item 1. Financial Statements" of this Quarterly Report on Form 10-Q for the presentation of the Company's deferred financing costs in accordance with these standards. There was no impact to the prior year consolidated financial statements as the Company's historical deferred financing costs pertaining to its revolving credit facility were presented as assets as permitted under ASU No. 2015-15.
In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes (Topic 740), which eliminates the requirement to present deferred tax assets and liabilities as current and non-current in a classified balance sheet. Instead, companies will be required to classify all deferred tax assets and liabilities as non-current. The Company early adopted this ASU in the second quarter of fiscal year 2016. There was no impact to the prior year financial statements as a result of this adoption.
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 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 Considerations, 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

31


Obligations and Licensing, which finalized amendments to identifying performance obligations and accounting for licenses of intellectual property. Early adoption is permitted and the Company can early adopt ASU No. 2014-09 beginning in the first quarter of fiscal year 2018. If the Company does not apply the early adoption provision, ASU No. 2014-09 will be effective for the Company beginning in the first quarter of fiscal year 2019 using one of two retrospective application methods. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.
In April 2015, the FASB issued ASU No. 2015-05, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, which provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract and expense the cost as the services are received. This standard will be effective for the Company beginning in the first quarter of fiscal year 2017. Early adoption is permitted. This standard may be adopted retrospectively or prospectively to arrangements entered into, or materially modified, after the effective date. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which 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. This standard will be adopted using a modified retrospective approach. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.
In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, that changes several aspects of accounting for share-based payment transactions. The amended guidance requires all excess tax benefits and tax deficiencies to be recognized in the income statement rather than additional paid-in capital. In addition, such excess tax benefits or tax deficiencies will no longer be classified on the Consolidated Statement of Cash Flows as a financing activity, with prospective application required. Additionally, the guidance clarifies the classification of employee taxes paid when an employer withholds shares for tax-withholding purposes on the Consolidated Statement of Cash Flows as a financing activity, with retrospective application required. The new guidance also provides an accounting policy election to account for forfeitures as they occur, with a modified retrospective application required. This standard will be effective for the Company beginning in the first quarter of fiscal year 2017, with early adoption permitted. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.
Critical Accounting Policies
The following discussion has been included only to provide the results of our annual impairment testing of goodwill and identifiable indefinite-lived intangible assets performed during the first quarter of fiscal year 2016. Accordingly, we have not repeated herein a discussion of the Company's critical accounting policies as set forth in our Annual Report on Form 10-K for the year ended June 30, 2015.
Goodwill
Goodwill is tested annually for impairment as of August 31st and at any time upon the occurrence of certain events or substantive changes in circumstances. After giving effect to the Distribution, the Company has one reporting unit for evaluating goodwill impairment. The goodwill balance reported on the Company's balance sheet as of March 31, 2016 is $424,508.
During the first quarter of fiscal year 2016, the Company performed its annual impairment test of goodwill, and there was no impairment of goodwill identified, including the goodwill of the MSG Entertainment and MSG Sports reporting units that was transferred to MSG as a part of Distribution. Based on these impairment tests, there was sufficient safety margins, representing the excess of the estimated fair value of each reporting unit less its respective carrying value (including goodwill allocated to each respective reporting unit). The Company believes that if the fair value of a reporting unit exceeds its carrying value by greater than 10%, a sufficient safety margin has been realized.

32


The Company elected to perform the qualitative assessment of impairment for the Media and Sports reporting units. This assessment considered factors such as:
Macroeconomic conditions;
Industry and market considerations;
Cost factors;
Overall financial performance of the reporting unit;
Other relevant company-specific factors such as changes in management, strategy or customers; and
Relevant reporting unit specific events such as changes in the carrying amount of net assets.
The Company performed the quantitative assessment of impairment for the Company's former MSG Entertainment reporting unit. The estimate of the fair value of the MSG Entertainment reporting unit was primarily determined using discounted projected future cash flows. For MSG Entertainment, this valuation includes assumptions for the number and expected financial performance of live entertainment events and productions, which includes, but is not limited to, the level of ticket sales, concessions and sponsorships. Significant judgments inherent in a discounted cash flow valuation include the selection of appropriate discount rates, estimating the amount and timing of estimated future cash flows and identification of appropriate continuing growth rate assumptions. The discount rates used in the analysis are intended to reflect the risk inherent in the projected future cash flows generated by the respective intangible assets.
Identifiable Indefinite-Lived Intangible Assets
Identifiable indefinite-lived intangible assets are tested annually for impairment as of August 31st and at any time upon the occurrence of certain events or substantive changes in circumstances. During the first quarter of fiscal year 2016, the Company performed its annual impairment test of identifiable indefinite-lived intangible assets, all of which were transferred to MSG in connection with the Distribution, and there was no impairment identified.


33


Item 3. Quantitative and Qualitative Disclosures About Market Risk
There were no material changes to the disclosures on this matter made in the Company's Annual Report on Form 10-K for the year ended June 30, 2015 except the following:
Our market risk exposure to interest rate risk relates to any borrowing we may incur.
Borrowings under our Credit Agreement bear interest, based on our election, at a floating rate based upon LIBOR, the New York Fed Bank Rate or the U.S. Prime Rate, plus, in each case, an additional rate which is fixed for an initial period of time and thereafter dependent upon our total leverage ratio at the time. Accordingly, we are subject to interest rate risk with respect to the tenor of any borrowings we may incur under the Credit Agreement. The effect of a hypothetical 100 basis point increase in floating interest rates prevailing at March 31, 2016 and continuing for a full year would increase interest expense of our Term Loan Facility amount outstanding by $14,641. If appropriate, we may seek to reduce such exposure through the use of interest rate swaps or similar instruments that qualify for hedge accounting treatment. See “Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Financing Agreements” for more information on our Credit Agreement.
We have de minimis foreign currency risk exposure as our businesses operate almost entirely in U.S. Dollars, nor do we have any meaningful commodity risk exposures associated with our operations.
Item 4. Controls and Procedures
The Company's principal executive officer and principal financial officer have concluded that the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) were effective as of March 31, 2016, based on the evaluation of these controls and procedures required by Rule 13a-15(b) or 15d-15(b) of the Exchange Act.
Changes in Internal Control Over Financial Reporting
Following the Distribution, pursuant to a transition services arrangement, the Company began outsourcing to The Madison Square Garden Company certain business functions that were previously performed by internal resources. These included activities related to information technology, accounting, accounts payable, payroll, tax, legal, human resources, insurance and risk management, investor relations, corporate communications, benefit plan administration and reporting, and internal audit. The Company continues to review and document its internal controls over financial reporting, and may, from time to time, make changes aimed at enhancing their effectiveness.
Other than those noted above, there were no changes in the Company’s internal control over financial reporting during the fiscal quarter ended March 31, 2016 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


34


PART II—OTHER INFORMATION
Item 1. Legal Proceedings

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.

 Item 6. Exhibits

(a)
Index to Exhibits
EXHIBIT
NO.
 
DESCRIPTION
31.1
 
Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
 
Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
 
Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
 
Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
 
XBRL Instance Document.
101.SCH
 
XBRL Taxonomy Extension Schema.
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase.
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase.
101.LAB
 
XBRL Taxonomy Extension Label Linkbase.
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase.


35



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 4th day of May, 2016.
MSG Networks Inc.
 
 
By:    
/S/    BRET RICHTER
 
Name:
Bret Richter
 
Title:
Executive Vice President,
 
 
Chief Financial Officer and Treasurer



36