The Madison Square Garden Management Discusses Q3 2013 Results - Earnings Call Transcript

 |  About: The Madison Square Garden Company (MSG)
by: SA Transcripts


Good morning. My name is Cristy, and I will be your conference operator today. At this time, I would like to welcome everyone to The Madison Square Garden Company Fiscal 2013 Third Quarter Earnings Conference Call. [Operator Instructions]

I would now like to turn the call over to Ari Danes, Vice President of Investor Relations for The Madison Square Garden Company. Please go ahead, sir.

Ari Danes

Thanks, Cristy. Good morning, and welcome to The Madison Square Garden Company's Fiscal 2013 Third Quarter Earnings Conference Call. Joining us this morning are members of the MSG management team, including Hank Ratner, President and CEO; Bob Pollichino, EVP and Chief Financial Officer; Mike Bair, President, MSG Media; Melissa Ormond, President, MSG Entertainment; and Dave Howards, President, MSG Sports.

Following a discussion of the company's financial results, we will open the call for questions. If you do not have a copy of today's earnings release, it is available in the Investors section of our website at

Please take note of the following. Today's discussion may contain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results or developments may differ materially from those in the forward-looking statements as a result of various factors, including financial community perceptions of the company and its business, operations, financial condition and the industry in which it operates and the factors described in the company's filings with the Securities and Exchange Commission, including the sections entitled Risk Factors and Management's Discussion and Analysis of Financial Condition and Results of Operations contained therein. The company disclaims any obligation to update any forward-looking statements that may be discussed during this call.

Let me point out that on Page 5 of today's earnings release, we provide consolidated operations data and a reconciliation of adjusted operating cash flow, or AOCF, to operating income.

I would now like to introduce Hank Ratner, President and CEO of The Madison Square Garden Company.

Hank J. Ratner

Thank you, Ari. The third quarter of fiscal 2013, we reported consolidated adjusted operating cash flow of approximately $92 million, a 14% increase versus the prior year quarter. We are pleased with our results for this quarter as we successfully managed our business through the NHL work stoppage.

Looking ahead, we expect to continue to benefit from our ownership of valuable content and distribution, which includes the New York Knicks and Rangers, the Radio City Christmas Spectacular franchise, our Sports and Entertainment networks and our portfolio of iconic venues. We also have long term NBA and NHL collective bargaining agreements now in place and the majority of arena transformation construction costs behind us, providing MSG with the clearest path than at any other point in our over 3-year history as a public company. These factors, combined with our strong balance sheet, position our company well to drive continued growth.

Turning to our business segments. MSG Media was the driver of total company AOCF growth for the quarter. Our Media business continues to benefit from our recurring and growing affiliation fee revenue base, a reflection of the increased value of live programming, particularly live local sports content. Our regional sports networks are experiencing strong consumer interest, with solid rating results on MSG and MSG Plus for the NBA and NHL regular seasons, as well as the first round of the playoffs.

We also continued the rollout of our new programming on Fuse in the third quarter and remain committed to further improving the network's programming lineup, with the goal of increasing viewership and driving advertising and affiliation fee revenue growth.

With respect to our MSG Entertainment segment, our bookings business saw improved results this quarter as our venues remain must-play destinations for a wide variety of artists and events. We also continue to invest in our Entertainment business to drive growth and remain confident that we have the right strategy and mix of assets in place to return this segment to AOCF profitability over the longer-term.

With respect to our MSG Sports segment, last month, Dave Howard joined our company as President of MSG Sports and is responsible for running the business operations of the New York Knicks, Rangers and Liberty and the Connecticut Whale, as well as the management of our Sports properties unit. Dave is one of New York's premier sports executives, with over 2 decades at the New York Mets organization and Major League Baseball. We are confident that his vision and management skills will ensure that we continue to earn the passionate loyalty of generations of fans and will aid in the development of strategic growth initiatives. Dave will take you through the highlights of MSG Sports segment shortly.

Turning to the Knicks. Led by Coach Mike Woodson and Carmelo Anthony, who won the 2012/'13 NBA scoring title, along with NBA Sixth Man of the Year award winner, J.R. Smith, the Knicks had their most successful regular season in 16 years, with a record of 54 and 28, wining the Atlantic Division title for the first time since 1994. The team has advanced to the playoffs for the third consecutive year, is now in the midst of an exciting first round playoff series against the Boston Celtics.

Meanwhile, the Rangers, led by Henrik Lundqvist and Captain Ryan Callahan, qualified for the playoffs for the 7th time in the last 8 years, and opened the first round series against the Washington Capitals last night. We look forward to an exciting play-off run for both of our teams.

Turning to the Transformation. Construction work continues behind the scenes daily as we advance towards our final off-season shutdown, which will begin after the conclusion of the playoffs. When The Garden reopens this fall, we will debut our newly transformed 7th Avenue entrance of the arena, which will be named Chase Square. We will also unveil 2 spectacular bridges, sponsored by Chase, which will be suspended parallel with the ice and court with seating for one-of-a-kind viewing experience. In addition, the final phase of the Transformation will include a new 10th floor Budweiser Fan Deck, a new 9th floor signature suite level with 18 signature suites, a new state-of-the-art high-definition GardenVision, a center-hung multimedia display, as well as the restoration of The Garden's world-famous ceiling.

We have incurred total Transformation-related construction costs of approximately $875 million through March 31. We do not expect total Transformation project construction costs to differ materially from the previously disclosed $980 million, inclusive of various reserves for contingencies.

As we approach the conclusion of the Transformation, we continue to assess the appropriate capital allocation plan for our company. As we think about our capital allocation priorities, beyond maintaining adequate liquidity to fund our daily operations, we are focused on preserving financial flexibility to pursue growth opportunities as they arise that would increase long-term shareholder value. We also continue to evaluate the possibility of a return of capital program, which keeping in mind up, our priority of maintaining flexibility for growth.

I'll now turn the call over to Bob Pollichino to take you through the specifics of our financial results.

Robert M. Pollichino

Thank you, Hank. With respect to fiscal 2013 third quarter results, as compared to the prior year third quarter, total company revenues were $412.4 million, up 3%. Consolidated AOCF of $91.7 million and operating income of $63.8 million increased 14% and 20%, respectively. In terms of our business segments, MSG Media generated $184.7 million in revenues, an increase of $18.5 million or 11%. Affiliation fee revenue increased $16.8 million, primarily attributable to the impact of MSG Networks being carried by Time Warner Cable for the entire quarter versus approximately half of the prior year quarter, and higher affiliation rates, partially offset by the impact of revenue recognized in the prior year quarter, which was related to Time Warner Cable's carriage of Fuse in calendar 2011.

Advertising revenue increased $1.8 million, primarily due to higher advertising revenue at Fuse. Advertising revenue at MSG Networks decreased slightly, primarily due to the impact of fewer NBA telecasts as a result of the Knicks compressed schedule in the prior year quarter, combined with the impact of fewer NHL telecasts as a result of the NHL work stoppage, as well as other advertising revenue decreases. This decrease was largely offset by higher Knicks per game advertising revenue.

Other net revenues were comparable to the prior year quarter as both quarters included revenue from a short-term programming licensing agreement, which as expected, expired last month and has not been renewed. MSG Media segment AOCF of $95.4 million was up 46%, primarily due to higher revenues and lower direct operating and selling, general and administrative expenses.

The decrease in direct operating expenses was primarily due to lower rights fee expense, mainly a result of the shortened NHL regular season, as well as lower non-rights-related programming costs at MSG Networks, partially offset by higher non-rights-related programming costs at Fuse as we continue to strategically invest in the network to drive growth. The decrease in SG&A expenses was primarily due to the absence of certain marketing expenses, which were incurred in the prior year quarter related to an affiliate dispute.

In summary, the significant majority of Media segment AOCF growth this quarter was driven by increases in affiliation fee revenue and advertising revenue and the absence of certain marketing expenses. A lesser amount of the overall increase was due to the NHL work stoppage.

With respect to MSG Media results in our fiscal fourth quarter, we expect affiliation fee revenue growth to return to normalized levels. In addition, as previously discussed, our short-term programming licensing agreement, which has been reflected in other net revenues, expired in April. And as expected, has not been renewed, generating 1 month of revenue and AOCF in our fourth quarter versus 3 months of revenue and AOCF in the prior year quarter.

Fuse programming expenses have increased year-over-year in each of the first 3 quarters of this fiscal year, and are expected to increase in the fourth quarter relative to our third quarter. However, we now expect that the year-over-year increase for the full fiscal year will be the result of the increase in the first half of fiscal 2013. For the second half of this fiscal year, the year-over-year comparison now is expected to be favorably impacted by Fuse studio operations and digital cost savings and the timing of expenditures related to an original program renewal.

Turning to Entertainment. Our MSG Entertainment segment generated $35.5 million in revenues, up 3%. Higher event-related revenues at The Theater at Madison Square Garden and the Beacon Theatre and higher sponsorship and signage and suite rental fee revenues were mostly offset by lower revenues for the Radio City Christmas Spectacular franchise, as there were no scheduled performances during the fiscal 2013 third quarter versus performances during the prior year quarter, and lower event-related revenues at Radio City Music Hall on the Chicago Theatre.

MSG Entertainment's AOCF loss of $13.1 million increased 2%, primarily due to an increase in SG&A and direct operating expenses, partially offset by the increase in revenues.

The increase in SG&A expenses was primarily due to higher employee compensation and related benefits and allocated corporate general and administrative expenses. The increase in direct operating expenses was primarily due to higher venue operating cost, primarily associated with Radio City Music Hall, as well as the Forum, which, as you know, is not currently open for events, and higher event-related expenses. This increase was partially offset by lower expenses for the Christmas Spectacular franchise and other net expense decreases.

With respect to our fiscal fourth quarter, our Entertainment segment will be impacted by fewer events in our theaters. In addition, segment results will continue to reflect incremental year-over-year expenses related to the Forum and various MSG Entertainment growth-related initiatives, including the development of our new large scale theatrical production for Radio City Music Hall.

Turning to Sports. Our MSG Sports segment generated $208.1 million in revenue, a 4% decrease. Total segment revenues were negatively impacted this quarter by the Rangers' shortened regular season due to the NHL work stoppage. In addition, comparability of segment revenues to the prior year quarter was impacted by the New York Knicks' compressed regular-season schedule in the prior year quarter as the result of the NBA work stoppage. This resulted in a disproportionately higher percentage of Knicks-related regular season revenues being recognized during the prior year quarter versus the fiscal 2013 third quarter.

The impact of these 2 items was reflected in lower professional sports team's ticket-related revenue, league distributions and food, beverage and merchandise revenues, partially offset by an increase in suite rental fee revenue and sponsorship and signage revenue. In addition, event-related revenues from other live sporting events and other net revenues decreased as compared to the prior year quarter.

MSG Sports' AOCF of $11.6 million decreased $17.7 million, primarily due to higher direct operating expenses and lower revenues. The increase in direct operating expenses was primarily due to a $10.6 million increase in net provisions for certain team personnel transactions, inclusive of a compliance buyout of a Rangers player, as well as higher team personnel compensation cost, partially offset by lower event-related expenses from other live sporting events, expenses associated with food, beverage and merchandise sales and other net expense decreases.

In summary, the NHL work stoppage and the impact of the compliance buyout of a Rangers player together had a negative impact on MSG Sports and total company AOCF in the third quarter.

As you think about the fiscal fourth quarter for MSG Sports, please note that the performance of our teams in the playoffs will impact Sports' results. As a reminder, the Rangers and Knicks played a combined 13 home play-off games in the fourth quarter of fiscal 2012, which generated over $47 million in play-off-related revenues and $17 million in direct contribution.

Turning to the Transformation project. Construction costs incurred for the Transformation project during our third quarter were approximately $28 million, while project-to-date costs incurred through March 31, were approximately $875 million, which represents a significant portion of total estimated Transformation project construction costs.

Total net cash and cash equivalents as of March 31 was approximately $228 million, down about $20 million versus the balance at December 31. This is inclusive of approximately $44 million in proceeds from the sale of our stake in Live Nation, which occurred on March 12. The gain from this sale was $3.1 million and is reflected in Miscellaneous Income on our income statement.

As we prepare for the final phase of the Transformation, we continue to believe that we have sufficient liquidity to fund the completion of the Transformation project and our other initiatives from our substantial level of cash on hand, cash flow from operations and, if necessary, our revolving credit facility. As of March 31, our $375 million revolver remains undrawn, with our borrowing availability unchanged at $368 million as there remains $7 million in letters of credit outstanding.

I will now turn the call over to Mike Bair to provide highlights from our MSG Media segment.

Mike Bair

Thanks, Bob. Turning first to our regional sports networks. Reflecting our continued commitment to bringing viewers the very best in live event coverage in original sports and entertainment programming, MSG Media won 18 Emmy Awards last month and has now won 97 Emmys over the past 6 years, including 85 for MSG Networks, the most of any single network or station in the region during that time.

We've also been pleased with the ratings performance of the NBA and NHL live games on our networks this year. In terms of the Knicks, with the exception of last year's shortened season, the 2012/'13 season is the highest rated Knicks regular season since the network began tracking household ratings at the start of the 1988/'89 season. And while ratings were slightly down from last season, this was on the heels of tremendous growth of the last 2 regular seasons, including over 80% ratings growth in the 2011/'12 season and 100% growth in the 2010/'11 season.

Hockey fans have also helped deliver strong ratings growth for the Rangers, Devils, Islanders and Sabres. For example, Rangers' average total household ratings this season were up over 65% versus last season's average. While the decrease in the number of NBA and NHL telecast impacted advertising results this quarter at MSG Networks, advertising revenue on a Knick's per game basis increased significantly, primarily due to higher advertising rates as we continue to benefit from the team's strong ratings base.

In addition to being the local broadcast home of the Knicks and the NHL, MSG Networks is again providing exclusive local coverage of the WNBA's New York Liberty, televising all 17 of the team's home games this upcoming season. And with respect to Major League Soccer's New York Red Bulls, MSG Networks will air 21 of the team's 34 regular-season matches this season on MSG and MSG Plus. We also continued to produce original programming that extends MSG's brands, creates promotional and revenue opportunities for our company and builds our content library. Examples include Lost and Found, The '73 Knicks Championship Tape, The Line Up: Best Sports Movies, Knicks Extra, Beginnings, Behind the Bench with Coach John Tortorella, Mike Woodson Show and Hockey Night Live.

Turning to Fuse. The rollout of our new lineup of music-inspired originals started in December and continued this past quarter. Highlights from this fiscal year date include Fuse News, our daily half-hour flagship show, which serves as the centerpiece of our music news division. Dedicated solely to delivering informed credible coverage of the music industry, Fuse News has increasingly become a source for breaking news. We've also moved forward with renewing 2 shows: Work Roadies, a series that follows the road crew charged with running the Vans Warped Tour, and Billy on the Street, our unique music and pop-culture quiz show, featuring comedian Billy Eichner, who this week, received a daytime Emmy nomination for outstanding game show host.

We also look forward to rolling out our summer lineup of programming, which includes several new original series, all rooted in music. Fuse has also continued to build on its reputation as the go-to destination for today's hottest music events. Recent examples include our coverage of the South by Southwest festival in March, where Fuse partnered with Doritos to bring one of the festival's most talked about live concerts, featuring hit performances by Public Enemy, Ice Cube and LL Cool J, to music fans across the country on both Fuse's linear and digital platforms.

And in early April, Fuse was exclusive home to Brilliance Uncapped, a special concert and promotional event in partnership with vitaminwater. The event, which featured performances by B.o.B., Matt & Kim, Santigold, and Yung Skeeter, was shown live on both the Fuse Network, as well as on

Our Fuse digital platforms continue to play an important role in creating significant marketing exposure for artists, further strengthening the value proposition of being associated with Fuse. For example, our Fuse YouTube channel continues to see strong viewership, consistently averaging over $2 million views each week. Not only this does benefit the artists associated with Fuse, but it also provides us with the opportunity to promote viewership of Fuse's linear network, as well as to test programming online with the goal of creating compelling new content for the linear network.

I will now turn the call over to Melissa Ormond to provide highlights from our MSG Entertainment segment.

Melissa Miller Ormond

Thank you, Mike. We are pleased to report that our iconic venues continued to receive critical acclaim. Madison Square Garden was named 2012 Arena of the Year by Pollstar Magazine for the 11th consecutive year, an award The Garden has won 18 of the past 20 years. Competing against arenas across the country, this honor was particularly impressive since the arena was unavailable for entertainment events from mid-April through October due to the Transformation.

Pollstar also ranked Radio City Music Hall the #1 grossing theater-size venue worldwide in 2012, while 5 of our revenues were listed in Billboard's top 10 year-end rankings in 2012, including Radio City, which again, placed first in this class.

For our fiscal third quarter, the strength of our venues, markets and marketing expertise, once again attracted a strong and diverse line of artists and events. Highlights at The Garden included performances by Maroon 5, Swedish House Mafia, Pink, Passion Pit, Armin van Buuren, Jason Aldean, and the 137th Annual Westminster Kennel Club Dog show. While at Radio City Music Hall, notable performances included Ed Sheeran, Keane and Fun, as well as Samsung's highly publicized launch event for its Galaxy S4 smartphone.

The Theater at Madison Square Garden continues to thrive as a key destination for some of today's most popular family shows, which included extended runs in the third quarter by Sesame Street Live and Disney Live. In addition, we hosted The Who for a special charity event and the popular Wheel of Fortune game show, which celebrated its 30th anniversary by taping multiple episodes in the theater.

At the Beacon Theatre, which posted solid growth in the quarter, highlights included 11 sold-out Allman Brothers fan shows for their annual residency, as well as multi-night engagements with Nick Cave & The Bad Seeds, Randy Carlyle and Tegan and Sara.

With respect to our fiscal fourth quarter, The Garden has already hosted several headlining artists, including Fleetwood Mac and Alicia Keys, as well as Eric Clapton's Crossroads Guitar Festival and [indiscernible] for 2 shows each. Please note that The Garden becomes unavailable for entertainment events starting in mid-May due to the final phase of the Transformation.

In terms of notable multi-night engagements in our fourth quarter, we've already hosted Leonard Cohen for 2 nights at Radio City, comedians Chris Tucker for 2 shows and Jim Gaffigan for 4 shows at the Chicago Theatre and Peter Pan, starring Cathy Rigby, for 8 shows at the Wang Theatre.

Upcoming highlights include Tom Petty & the Heartbreakers for 5 sold-out shows at the Beacon.

As you think about our fourth quarter, MSG Entertainment results are expected to be impacted by a decrease in the number of events in our theaters, which we believe is due to fewer theater-size tours currently on the road. In addition, Radio City will be negatively impacted in our fourth quarter by the absence of Cirque du Soleil Zarkana, which played the hall throughout June of 2012.

With regard to the Forum, we continue to make progress on our renovation plans. We completed seat removal in early March and have started initial demolition.

In addition, we are finalizing the construction bid process. We continue to expect the Forum to be a significant contributor to MSG Entertainment AOCF once the venue reopens for events.

I will now turn the call over to Dave Howard to provide highlights from our MSG Sports segments.

Dave Howard

Thank you, Melissa. The Knicks and Rangers again played at or near capacity crowds each game at The Garden this season as consumer demand remains robust for the Knicks and Rangers. Further, Knicks season tickets were sold out for the third consecutive year, and the Rangers for the sixth consecutive year for the 2012/'13 seasons. We also remain optimistic about the ticket sale's outlook for the 2013/'14 seasons. In March, we announced that season ticket prices will increase an average of 6.4% for the Knicks and 4% for the Rangers. We recently began the season ticket renewal process and are pleased with the current pace of sales. In addition, The Garden's seating capacity for Knicks and Rangers games next season will increase by approximately 800 seats, largely due to the addition of the Chase, Bridges and the Budweiser Fan Deck, bringing the seat count back to pre-Transformation project levels.

With respect to the Transformation, we recently unveiled plans for the fall debut of a new 9th floor signature suite level, which will include 18 suites that offer access to more than 200 Annual Sports and Entertainment events, with every suite delivering a centerstage view for concerts, along with the state-of-the-art amenities our customers have come to expect.

In addition, the signature suite level will feature a new lobby area with a special collection of memorabilia and stories that pay homage to the legendary athletes and entertainers who have left their signature on The Garden's rich history. The sales process is currently underway for the new signature level suites, which will become part of The Garden's portfolio of new premium hospitality offerings, which also includes the 1879 Club presented by JPMorgan, the Delta SKY360 Club, our Event Level Suites, the Lexus Madison Suite Level and the Madison Club presented by Foxwoods, all of which continue to be enthusiastically received by our customers and partners.

As you know, so far this fiscal year, we have formed new signature marketing partnerships with Kia Motors America and Lexus, as well as a new long-term marketing partnership with Time Warner Cable. With respect to the Knicks and Rangers, we formed several new marketing partnerships this past season, including Verizon Wireless, Wheat Thins and Nike. And we continue to explore partnership opportunities that would provide valuable and unmatched integration opportunities for world-class brands across our portfolio of Media, Sports and Entertainment assets.

MSG Sports also continues to host a variety of memorable sporting events. During our fiscal third quarter, the BMP Paribas showdown returned to The Garden for its 6th consecutive year, showcasing several of Tennis' top stars, including Rafael Nadal, Juan Martin del Potro, Serena Williams and Victoria Azarenka. On the basketball -- on particularly college basketball, we hosted the Big East Tournament at The Garden for the 31st consecutive year and look forward in 2014 to welcoming back this premier event, as well as the Eastern Regional Finals of the NCAA Division I Men's Basketball Tournament, which will return to New York city and Madison Square Garden for the first time in more than 50 years.

For our fiscal fourth quarter, notable events have already included the NIT post-season tournament and WWE at The Garden. In addition, the Radio City Music Hall hosted the NFL draft, as well as a great night of championship boxing as Guillermo Rigondeaux defeated Nonito Donaire for the unification of the WBO and WBA super bantamweight titles.

I will now turn the call back over to Ari.

Ari Danes

Thanks, Dave. Cristy, we would now like to open the call for questions.

Question-and-Answer Session


[Operator Instructions] Your first question comes from Ben Swinburne of Morgan Stanley.

Benjamin Swinburne - Morgan Stanley, Research Division

Hank, I have 2 for you. I'd love if you could help us think about the third and final phase of the Transformation from a revenue perspective versus the first 2 summers. If you look at the results of the company over the last, really, 18 months, clearly, the return you're getting is strong and the performance has been at least better than a lot of people expected. So when you look at the things you're putting in place this summer, help us think about, at least directionally, what those might mean to the company versus the last 2.

Hank J. Ratner

Okay. Well, remember, it's just not about what's happening in the third phase, it's also what's happened in the prior phase. Because all the things that happened this current season didn't have their full impact. So there's always the lag effect with everything that we do here. And one of the biggest lags is ultimately going to be the conclusion of the Transformation in keeping The Garden and the theater open for the full 12 months instead of the approximately 7 months that it's been open for the last couple of years. And you'll see that, not only in Sports, but you'll see that more so in the Entertainment segment. So I think that's one of the biggest factors when we're concluded and we hit our first full fiscal year that we don't have a shutdown involved. But more specific, as it relates to the third phase, and we start off with the 18 signature suites that we just discussed that we've recently put up for sale, talk about the increase in our seating capacity going back to the pre-Transformation levels. We have a whole bunch of new sponsored assets coming on. We're going to have an unbelievable new lobby, which is going to be known as Chase Square, which Chase has sponsored. So that assets will kick in. As well as of the new bridges, again, something that you won't see in any venue in the entire world. We think they'll be nothing short of spectacular, and those also are sponsored by Chase. On the 10th floor, there will a new Budweiser Fan Deck. So again, that deal will be kicking in. And again, the biggest thing though is the full effect, which you won't hit until we get to our full fiscal 2015 year, where you'll see all the effects of all the new products, as well as The Garden and the theater being open for the full year hit. But until that time, the lag will still continue and new assets will still be coming on.

Benjamin Swinburne - Morgan Stanley, Research Division

That's very helpful. And then I just was wondering if you could put into context for us the permit situation with the city. There's just a lot of press and political noise out there, I'm trying to figure out if there's something we should worry about or -- and what timing is on resolution there from your perspective?

Hank J. Ratner

That's a government required process. We're in the midst of that process, we expect it to be done by the summer. And we believe that our permit will be renewed within that timeframe.


Your next question comes from Bryan Goldberg of Bank of America Merrill Lynch.

Bryan Goldberg - BofA Merrill Lynch, Research Division

I've got 2 quick ones. Could you give us some color on the thinking around the Nassau Coliseum opportunity. The press is reporting a proposal of $250 million of CapEx to renovate and develop the surrounding areas. So I'm just wondering, how should we think about the potential here for your business and would you be taking on 100% of the economics or would there be a partner?

Hank J. Ratner

Well, what we've been talking about for a while now is our search for growth opportunities in order to increase long-term shareholder value. A project like the Nassau Coliseum comes and it's directly in sort of our sweet spot for that. It's an arena business, it's something that we know very well, we know how to sell tickets, we know how to book acts, we know how to produce products, we also how to sell sponsorship. It's really what we do. And then you look at the location in the Nassau Coliseum, it's right in the marketplace where we have 4 other venues and we have 2 cable networks. So then you look at the job that needs to take place on the 77-acre site there, you need to renovate a building. And I don't think there's anybody better at renovating buildings than we are, whether it was the restoration of Radio City or the Beacon or whether it's the Transformation of The Garden or the renovation of the Forum that we're undertaking. Again, this is what we do. So as far as growth opportunities available to us, the Nassau Coliseum is one that we're very, very comfortable with. Having said that, there are 77 acres available there and we look that there's more to that project than the Coliseum itself. I think there's a great opportunity on Long Island, it's underserved from an entertainment and experience point of view. And therefore, we're partnering with many, many people there, all significant players on Long Island, and one not from Long Island and the Cordish company, who goes and builds destination locations, recently won Xfinity Live in Philadelphia right next to an arena. So this is really what they go do. So we've assembled a world-class group together. That group together is taking on the $250 million that you've heard reported, and that $250 million is not only for the renovation of the Coliseum to make it spectacular, but it's also to build 150 square-foot -- 150,000 square-foot entertainment district at Long Island Live, and that's what we think the funding will be for the group that we have assembled together for that project.

Bryan Goldberg - BofA Merrill Lynch, Research Division

And, I guess, keeping on the growth potential, just a question for Dave. As the newest member of the team, I would just be curious, how are you thinking about the MSG Sports business right now? What are your top priorities and what do you see as the biggest opportunities for the business following completion of the Transformation?

Dave Howard

Well, thanks. I'm really excited, thrilled to be joining the company at this time. I've been an admirer of The Garden for many years, during my time at the Met's, and I think that this is an historic moment for this company, particularly with regard to the assets that we have. And I have been particularly impressed and even amazed, from my perspective, with the Transformation project at Madison Square Garden. I've been involved with many, many construction and major renovation projects during my time with the Mets, whether that was in Florida or in Brooklyn with our new stadium, and obviously with the development of Citi Field and the process leading up to that. When I heard about the plans for The Garden Transformation, I have to say that I was skeptical that it would be able to be done on time and on budget, while operating in the building. And I stand amazed at how this project has been executed. And I am even more amazed at the quality of what has been accomplished to date, and I'm very excited about this third phase and the completion. Because what it will produce at the end is a facility that I believe is unique in all of Sports in our country. Typically, if you look around the preeminent venues across the 4 major Sports, you either have a historic venue or you have a new state-of-the-art amenity venue, but you don't ever see the combination. And we will have that unique asset, we will have this historic Mecca of sports in the heart of the largest market in the country that will be the best -- the best arena in the country. And for me, when you combine that with our marquee brands and you combine that with the full scope of the business with regard to entertainment and media on top of that, it is extraordinarily exciting to me. The Knicks and Rangers are obviously 2 of the marquee brands in all of Sports. The Liberty also will be returning to the transformed Garden, which I think also presents an opportunity to have their games in this world-class arena. Consumer demand obviously remains extraordinarily robust, with both teams playing at or near capacity levels every game, and obviously the energy that's being generated during the playoffs now. We also believe these teams are positioned to continue their on-court and on-ice success. Then on the corporate side, the demand is equally strong. We're essentially in a sold-out process along all the premium products that have come online to date. The 1879 Club, the Delta SKY360 Club, certainly the event level suite, which are far and away, in my opinion, the best suites in all of Sports. Madison Level Suites are also sold out with regard to those that we have offered on a multi-year basis. And obviously, the many marketing partnerships that we have formed with respect to the transformed Garden demonstrates that demand there. And it's not surprising to me because having operated obviously a major franchise in a major market, I appreciate that partners, sponsors want value and they also want return on investment. This is the elite of all opportunities, in my opinion, with regard to corporate partnerships, and it will only get better as the Transformation project is completed. So as you can sense, I am very, very excited with the opportunity to come in and work alongside the team here in our MSG Sports. And we'll obviously remain focused on executing the plans and driving growth across all the key revenue categories there and obviously, including tickets and suites and sponsorships. But I also see an opportunity to continue to grow some things and leverage our assets and infrastructure with respect to some creation or addition of other live sporting events and franchises, and that would include both within the arena, but also potentially in the other venues and even outside of our currently owned venues.


Your next question comes from Amy Yong of Macquarie.

Amy Yong - Macquarie Research

Just a couple of questions on Fuse. Can you talk about how the original programming was resonating among viewers? And can you quantify how much more programming investments are needed, either number of hours or shows that you're trying to target? And lastly, any -- can you just comment on the willingness for potential partnerships or digital initiatives?

Hank J. Ratner

Well, sure. As it relates to the programming side of things, we've got this well-rounded strategy that John talk about before, which combines linear, digital and event based. It's really multiplatform. So when we look at the linear side, for example, we rolled out some new programming in December. We like that enough that we're able to renew a couple of those shows, Warped Roadies, which I mentioned earlier, as well as Billy On The Street. So we're enthusiastic about those shows. And that will compliment our ongoing acquired and movies and other programming for the network, which is a fairly typical model. Fuse News was launched in February. Fuse News is our nightly music news show, it's credible, it's our voice in the music industry. We've received quite a bit of good feedback in the industry itself, because it truly is the only place where you can get real information, real journalists across the country, who are speaking the world of music in a credible way that no one else is doing. And then as December rolls along, we're rolling out some new shows as well that we're excited about. In the digital side, I think what's interesting here is we use our and our YouTube relationship to introduce content that does several things. First of all, it reaches a really broad audience against this important target for us, because that's where they live. We can activate them there and ultimately, the desire is to drive them back to the linear channel because that's where much of the economics reside. At the same time, we're able to gauge the interest in certain programming concepts. So for example, there are 2 shows that did particularly well in our YouTube channel over the course of the year, which we're now turning into linear shows and they will be introduced in the summer. And then the last piece is our event-based live coverage. Things like festivals, which I have mentioned before with South by Southwest show and others, we like because in that, it allows us to not only create content, but it also is another marketing platform for us. It allows us to bring in sponsors as well and create profitable revenue around that. So the 3 of them all work together to create content, to market against each other, and ultimately to drive revenue. I think one of the ways to gauge its interest, because it -- MSG Media, we're always, always focused on driving AOCF increases, is the support by ad sales. And the ad sales community has come out fairly strongly because you're seeing the increases in both second and third quarter, we're hopeful that, that will continue.


Your next question from Ben Mogil of Stifel.

Benjamin E. Mogil - Stifel, Nicolaus & Co., Inc., Research Division

So of the 8.5 million households that currently got the regional sports networks, how many of those affiliates deals have not been renewed or how many people, if you will, are subject to not being renewed since the Cablevision renewal at the time the spinoff?

Mike Bair

Well, I think as Hank alluded to early on, all of our brands products are really compelling from the consumer standpoint. We've got particularly high demand going on with the networks. We see a lot of ratings increases occurring, and we know that, that delivers considerable value to our affiliates. And, as you know, talking to us the past, our affiliate deals tend to be multi-year, and they typically have annual escalators built in. So certainly, they come up from time to time. I think we're in a very solid place with our relationships and our agreements right now, but that being said, I can't provide really specific guidelines on our affiliation growth rates or the affiliates themselves.

Hank J. Ratner

I think we could just add that they're strategically staggered.

Mike Bair



Your next question comes from Michael Senno of Credit Suisse.

Michael Senno - Crédit Suisse AG, Research Division

One on Media, would you be able to provide some context on the balance of the cost to clients between the programming expenses, both rates and non-rates fees, versus the SG&A spending decline, which is more of a normalized rate, just give us some context for how to think about this moving forward? And then also on the Entertainment side, are you able to provide a time horizon, an investment magnitude for the production at Radio City that you're investing in?

Robert M. Pollichino

Sure. This is Bob Pollichino. On the first question, when you see in the Q later today, it will be pretty clear. When you look at our direct operating expenses, what you're going to see is that there's about $7.4 million in direct operating cost decreases. The components of that -- the largest component of that is the decrease in programming acquisition cost rights, which is what I think you're alluding to. And the majority of that, that's $7.3 million, so the majority of that rights fee is primarily due to the NHL work stoppage. And then you're going to see in the SG&A, selling, general and administrative expenses, that the expenses decreased $4 million, and that's really driven by the decrease in certain marketing costs related to affiliate dispute. So that's the significant piece of that.

Melissa Miller Ormond

And to your Entertainment question, given the success of the Radio City Christmas Spectacular over the last 80 years, we feel like we're uniquely positioned to create a second large-scale theatrical production for Radio City. Having said that, we're still in the development phase and don't have specifics around the launch, the premiere date or anything else. We still have a fair amount of work to do on that.


Your next question comes from Michael Morris of Davenport & Company.

Michael C. Morris - Davenport & Company, LLC, Research Division

Two questions. First, on Fuse, can you talk a little bit more about how it fits in with you strategically over the longer term, particularly in reference to some of the press reports that have been out lately talking about the possibility of perhaps selling that asset or partnering with that asset? And then second, on the Entertainment segment, you talked about getting back to AOCF profit over the longer-term. Can you help us understand a little better what that profitability can look like? It's difficult because I know you have the investment going on. But if you look back before the Transformation started, when you were at a mid- to high-teens profit margin at that segment, is that the kind of profitability that a mature, developed venue can deliver? Any color there will be helpful.

Hank J. Ratner

As it relates to Fuse, I think we find Fuse to be a unique asset with unique growth potential. It is a fully distributed Cable network, again, carried by every major distributor in the United States. It has approximately 65 million subscribers, more when you look at Nielsen. And you can't replicate that today. You can't build that distribution today. And that's why you hear us talk about the investment we've made in programming. The better we can program it is the more viewers we can add is the more value we can create, whether through advertising or affiliation renewals. And we look at ways all the time in order to strengthen all of our assets. We don't comment on hypotheticals about rumors about interest of others in an asset like that, but we do look at ways potentially to strengthen our assets if they're available to us. But we do think Fuse is a -- has real growth potential, and again, it's a real valuable asset because of that beachfront real estate that's been built through the distribution.

Melissa Miller Ormond

With regard to your Entertainment question, we do remain confident that we will return the Entertainment group to positive AOCF. The single most important driver of that return is the Transformation concluding and having the arena and the theater online 12 months a year. In addition, we continue to believe in the theater network that we have, Radio City, Beacon, Chicago Theatre, Wang, and they are all strong contributors to the strategy of the entertainment group. And in addition to the current core business, we feel we have the right strategic initiatives to help further drive growth in the segment, including the Forum when that comes online and the planned large scale theatrical production at Radio City.


Your next question comes from David Miller of B. Riley & Co.

David W. Miller - B. Riley Caris, Research Division

Just looking at your MSG Networks strategically overall, we're out here in Southern California, there's a lot of New Yorkers out here, I'm from the tri-state area myself, I don't have to tell you there's a lot of folks from the tri-state area and probably pretty much every single major DNA in the United States. So with that as backdrop, are you guys under any -- or having any discussions or are considering having any discussions with cable systems in other parts of the country about extending MSG's brand nationally? It seems to me, with the programming that's on there and just the passionate following that you guys have with these 2 teams, you can really extend these cable affiliate fees and really create a growth driver on that line. Any comment you wish to make would be helpful.

Mike Bair

Sure. There are -- as you know, being out there, what's going on in the Los Angeles market, there are certain rights restrictions that all area -- artisans have that results to the program they carry with the leagues, and those are very, very specifically defined. And within that geographic area, we all have, to the best of our ability, build audience, build value and that's exactly what we do here. We think we do it particularly well here. But having said that, we also know that our brands, which include the Rangers and the Knicks and others, have a tremendous following across the country. And so we are always looking at accreting the kind of programming that will extend beyond the live events, and we are in the process of looking at those things right now. Key is, can you monetize it? We think ultimately we can. We do believe there will be opportunities down the road for us to create more programming opportunities off these very potent brands.


Your next question comes from Martin Pyykkonen of Wedge Partners.

Martin Pyykkonen - Wedge Partners Corporation

Two questions. One, I'm trying to, for modeling on the playoffs, Bob's comment, and I remember the numbers from last year, just trying to understand that the direct contribution, I'm assuming, is just revenue minus direct OpEx. So you're not including SG&A, D&A, so AOCF effectively would be a little bit lower, that's just kind of a housekeeping question. And then as you look at this year, if you try to model it on a per game, basically your direct contribution, you're saying last year about $1.3 million, I'm assuming that would be up somewhat fairly nicely considering that this year's playoff games, however far both teams go, you've got higher ticket prices roll through, you've got higher concessions from the Phase II being done, and then relatively speaking more for the Knicks. Last year was tilted more to the Rangers' performance. But with the Knicks, you've got overall higher ticket prices for them compared to the Rangers and more seats. So I don't know if you want to give any sort of range or guidance so to speak, but $1.3 million on direct contribution per game last year would be up this year. And a second question, if I can, is the Nassau Coliseum and the way, Hank, you described it in terms of the adjacent acreage in the entertainment center kind of, to me, opens up the fact that there's probably more arena opportunities across the country than maybe I was thinking before, with the L.A. Forum being kind of a unique gem and a sweet pickup based on the facility. But you could actually be looking in maybe more expansive number of opportunities in places that would have, say, an existing arena that's more or less okay, but will have some adjacent acreage that you can go in and essentially develop the entertainment real estate around that.

Robert M. Pollichino

Okay. So starting from the top. You're right about the housekeeping issue. What we're talking about is direct contribution, what we spend or choose not to spend on marketing initiatives, that's sort of a period-by-period decision, so it's hard to predict that. So you're right, their contribution would be lower to the extent we spend money on it. But it's not anything of significance. As far as the averages that we're still using right now, is around $1 million, they haven't changed dramatically from last year. You have to take into consideration all the economic considerations of the home and away, the lead shares, so it's a little bit more complicated than just pricing increases in food and beverage. So I think a good estimate would be what we saw in the last period as well.

Hank J. Ratner

As far as venues, we look to see if there's an underserved market and there's an opportunity there. If there's the adequate population in order to go support it, enough product, and you're correct, if there is adjacent real estate and there's a need for development there, that's an opportunity as well. We hope that we can find more, but they have to meet the proper criteria. It just wouldn't be any place that we go, it would have to be the right place.


Your last question is coming from David Joyce of ISI Group.

David Carl Joyce - ISI Group Inc., Research Division

I was wondering if you could just comment some more on the entertainment side, on how competition has been with Barclays involved? And what might be going on with the ticketing industry for you in terms of the dynamic ticket pricing, how that plays into maybe why you had sold the Live Nation shares. And any ticketing and competition color will be helpful.

Melissa Miller Ormond

Taking your first -- your last point first on dynamic pricing. We, for the last 2 years, on the Christmas Spectacular, have implemented dynamic pricing strategies to great success. And bear in mind, dynamic pricing is on the higher-priced seats, making them correctly priced, sometimes higher, and on the lower-priced seats, similarly making them correctly priced, to yield the maximum gross potential. We'll continue to employ that strategy with Christmas show, with family shows, with the new theatrical production we plan to launch. There's a lot of opportunity on those shows that have a great deal of ticket inventory. When you're in a position of not having a lot of sold-out shows on concerts and so there's less of that opportunity, we just have to price it right upfront. In terms of competition from Barclays, we're still not seeing a great deal of impact, really no impact. Our third quarter results were similar to what they were last year, year-over-year. And, as you know, The Garden continues to be critically acclaimed and what we need is date, but we're not seeing direct impact from Barclays.


At this time, there are no further questions. I will turn the floor back over to Ari Danes for any closing remarks.

Ari Danes

Thank you for joining us. We look forward to speaking with you on our next earnings call. Have a good day.


Thank you. This does conclude today's conference call. You may now disconnect.

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