Good morning. My name is Brandy, and I'll be your conference operator today. At this time, I would like to welcome everyone to The Madison Square Garden Company Fiscal 2020 Second Quarter Earnings Conference call. [Operator Instructions] I would now like to turn the call over to Ari Danes, Senior Vice President of Investor Relations for The Madison Square Garden Company. Please go ahead, sir.

Thank you. Good morning and welcome to The Madison Square Garden Company's Fiscal 2020 Second Quarter Earnings Conference Call. Our President, Andy Lustgarten, will begin today's call by providing an update on the company's operations. After which Victoria Mink, our EVP and Chief Financial Officer, will review our financial results. After our prepared remarks, we'll open up 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 corporate website. 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, developments and events may differ materially from those in the forward-looking statements as a result of various factors. These include financial community perceptions of the company and its business, operations, financial condition and the industry in which it operates, as well as 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. Lastly, on Pages 5 and 6 of today's earnings release, we provide consolidated statements of operations and a reconciliation of operating income to adjusted operating income, a non-GAAP financial measure. And with that, I'll now turn the call over to Andy.

Thank you, Ari, and good morning, everyone. We continue to prepare our company for its next chapter as we move ahead with our proposed entertainment spin-off and MSG Sphere in Las Vegas. We've taken important steps with regard to the spinoff and are on track to complete this transaction by the end of March. We filed our initial Form 10 for the revised structure in early December and expect to file our second amendment next week, again, confidentially. In addition, we're just about done with the legal approvals needed to execute the transaction. And we're continuing to fill out our management team for each company and expect to have more to share soon. Of course, the transaction does remain subject to final league and MSG Board approvals. We're moving as quickly as possible to complete this transaction. We remain confident that it would better highlight the unique value of the sports teams and the growth opportunities at the entertainment company. I'd like to take a few minutes to provide some additional perspective, starting with MSG Sports. With only 30 NBA and 31 NHL teams, there is tremendous scarcity value, which is even greater for the large market teams. This value is reflected in transactions across all professional sports, including the recent NHL expansion fee paid in Seattle and the deal for the Brooklyn Nets. Even small market deals, such as the Charlotte Hornets investment have been attractive. We believe this dynamic will benefit the valuation of our stand-alone sports company. In addition, the underlying fundamentals across all of our leagues and teams are robust. And as our teams get better on the court and ice, there's only upside for our results. All of this will contribute to a sports company that we believe will deliver strong growth and free cash…

Thank you, Andy, and good morning, everyone. As Andy mentioned, we are making significant progress on the entertainment spin-off. This includes determining the appropriate capital structure for each company. The entertainment company is expected to start with the vast majority of our current $1.1 billion in cash on hand. We are also planning to draw on a portion of the existing Knicks and Rangers revolving credit facilities to make an additional cash contribution to the entertainment company prior to the spin-off. This amount will be determined closer to the completion of the transaction. MSG Sports will initially be focused on paying down this debt post separation, after which we envision the sports company pivoting to a return of capital story. On the entertainment side, we are in discussions with our relationship banks to put in place credit facilities for the new company, comprised of the term loan and revolver, which would further bolster the company's liquidity as it continues its construction of MSG Sphere in Las Vegas. I'd note that we do not intend to collateralize the Garden as part of this financing. With regard to costs for MSG Sphere at The Venetian, I would add to Andy's earlier update that through December 31, construction costs incurred for Las Vegas were approximately $248 million. This amount is net of $37.5 million we received from Las Vegas Sands in September to help fund certain construction costs. Now turning to results for our fiscal 2020 second quarter. On a total company basis, we generated $628.8 million in revenue and $126.9 million in adjusted operating income. A decrease of 1% and 3%, respectively as compared to the prior year quarter. The decrease in AOI primarily reflect higher corporate and other costs primarily due to our MSG Sphere initiative and proposed spin-off, which more…

Thank you, Victoria. Can we open up the call for questions, please?

[Operator Instructions] Your first question comes line of Brandon Ross of LightShed Partners.

A couple of questions on London. You mentioned, I guess, in the prepared remarks that there was another delay there. Maybe you could update us in more detail on the developments in London since the last call and why there are these continued delays in that process? And then if London is to actually proceed, confirming that you don't intend to finance the venue yourself, and have you had conversations with potential equity partners already or others who would finance the building that you would manage? And kind of what your preference is and how to finance that venue?

Thanks, Brandon. Let's start with your first question. So the planning application process is always complicated no matter what type of venue or building you're building. We are building a very complicated new type of venue that's never been built before in London. And we're just working through it. There's -- the planning application process has slipped out of this quarter, and we're continuing to work through the local stakeholders with the planning application team. And it's -- so we're making good progress. In terms of your second question, we're always looking for partners, right? So it's always -- we're always trying to think about the right way to drive value and increase our shareholder -- increase value for our shareholders. But at this time, it's still early. We're still working on getting our planning approval.

Your next question comes from the line of Bryan Goldberg of Bank of America.

I've got a question on the revised Las Vegas budget. Look, it's up about 38% or so from the $1.2 billion you disclosed in August. So first question is what gives you confidence $1.66 billion is the right figure now? And what are the biggest budgetary swing factors we should be mindful of as the build progresses from here? And then I've got a follow-up.

Bryan, so let me take a step back. Over the past 6 months, as Andy had said, we've been working very closely with our design and construction teams to examine all of the underlying assumptions for both construction and the design of the venue. And as a result of that process, we identified significant savings relative to AECOM's initial benchmark estimate for hard construction costs. But at the same time, we further developed the design of the venue, and it included some various structural improvements, we made enhancements to elements of the venue's immersive technologies, like, for example, we're expanding the display plain in the interior to bold, and we've made some other changes that we thought were important to the inside and the exterior of the Sphere that we believe will greatly enhance the guest experience. So while our overall design changes expanded our scope of work and required us to reinvest a portion of the savings we identified, we believe they also greatly improve the venue, and most importantly, as I said, the experience for our guests. So -- and also, just as a reminder, our initial estimate was based on schematic designs, and very different from our current estimate which is now almost entirely based on detailed construction drawings, and therefore, reflects a substantial amount of work that has taken place and provide a much better foundation for estimating costs. And while every construction project is complex, we remain laser-focused on managing every aspect of the building's cost. Now I would also note, we remain confident in the revenue and AOI opportunities in Vegas.

Okay. That's helpful. And then my second question is on London. Certainly, appreciate that you're sort of midstream with the London Legacy Development Corporation in terms of getting the approvals in place. From what we can tell, the most recent revised set of plans set forth a number of modifications to the Sphere in London. Stuff like -- maybe it looks like a mild throttling of some of the digital signage at the base of the venue, among many other things. I'm just curious, there still seem to be some local objections, and I was just hoping you could frame for us how much more flexible can you be on the London design before you materially, I guess, alter the Sphere opportunity for that market?

So I will start, actually, at the highest level. There's never been a venue that's ever been built that hasn't had local objection, anywhere in the world. Okay. So start with that as a basis. So of course, we're having objections because we're trying to do something slightly different. Largely, we find that it's been very well supported by the local residents. And so yes, we've made mild modifications, but the truth is, it will not affect our base business and not affect the revenue opportunities for the plan. We're very focused on what the Sphere is and how we're going to drive our business. Our sponsorship business, our attractions business, driving utilization. Those are what we're focused on. And if we can't have those, we will not build it.

Your next question comes from the line of Michael Morris of Guggenheim Securities.

I have a couple of questions on the post-spin structure of the businesses, and thanks for the incremental capital structure information. That's helpful. Can you share anything on the venue license agreement between the 2 new companies. And any other intercompany agreements that may not be as apparent, but just how some of those payments might be structured going forward. And then also, to be clear, is it correct that sporting events hosted at the Garden that aren't related to the owned teams, like the NCW Tournament, for example, that those types of events will be booked at the entertainment company and not at the sports company in the future.

My pleasure. I'm going to pass it over to Lawrence Burian, our General Counsel, who's been closer around the agreements, probably will take you through those.

Sure. As we've been finalizing all the key intercompany agreements for the spin, just stepping back for a moment, a very important goal for us has been to structure them in a manner that allows us to maximize the efficiency and the revenue opportunity for each company. And to your specific question, we are largely following our current financials with just a couple of exceptions. The first, as you noted, is that the sports bookings business will be moving over to the entertainment company. Those are just essentially a bookings of another type, whether it be college basketball or otherwise. And the teams will be paying rent to the entertainment company, but will no longer be receiving an overhead allocation related to the MSG arena facility. I'd like to note that the arena license agreements will be on an arm's length basis and are just about completed, and they've been determined through our discussions with the leagues, which have been very collaborative. So to provide a little bit more detail, we will have 2 arena license agreements, 1 each with the Knicks and the Rangers. And each agreement will have a term of 35 years with annual rent escalators, which, for the sports company, will ensure that the teams continue to play their home games at the Garden; and for the entertainment company, creates a significant and growing revenue stream. These agreements will also provide that each sports team will have 100% of the revenue and control of its ticket sales. Payment company will be responsible for suites, premium hospitality and shared in-arena sponsorship and signage, but with the teams receiving a revenue share similar to our current financials. Similar to our approach with the MSG network spin, we believe that having a centralized sales organization that sells across multiple assets for marketing, partnerships and sponsorships, maximizes the revenue opportunity for all businesses and minimizes the cost of redundant teams. As a result, our planned structure is for the entertainment company to enter into an exclusive 10-year sales representation agreement with each of the Knicks and the Rangers to sell those teams stand-alone sponsorship assets for a commission. And of course, there will be a transition services agreement for the entertainment company to provide at cost certain corporate services to the sports company. So in summary, we are pretty much done with all these agreements. They will be summarized in our Form 10 filings. And we are very comfortable that these arrangements will be in the best interest of each company.

That's very helpful. And just to be clear. It sounds like the existing arrangement with the Networks business, obviously, independent, but that will be similar post-spin as well.

Yes. We're not anticipating any change to the sales sponsorship representation agreement of networks. And the benefit is that you have one sales group that is able to sell across all those platforms. And we believe that the whole is greater than the some of the parts by selling it that way.

Your next question comes from the line of Khoa Ngo with Jefferies.

If we can just go back to the Las Vegas here for 1 second, we certainly understand that construction budgets of this size could be always evolving. But maybe if you can just provide a little bit more detail on the revenue side and the AOI side, like you said that you've increased investments within the design phase. Can you just bridge us to your newer or new expectations for that type of return?

So...

Qualitatively is fine too.

That's great. Thank you. Let me start, we expect a very robust return on an investment. We think this is going to change the entertainment landscape. We're building a venue that's never been built before. It will be the most highly utilized venue in our portfolio from an event count perspective. There will be a strong focus on our attractions business as part of the model because that will be able to allow us to drive the utilization and that multiple shows a day, depending on the day of the week and the flow of tourism in Vegas. We'll also be very focused on our concert residency business and our corporate events business, which, we believe, will be a very strong part of the portfolio, given the Las Vegas appeal towards corporations and events during the week. Our sponsorship business will be unlike anything else in Las Vegas both between what we could do in the venue and the ability to reach the type of consumer we expect to show up at our venue. And Las Vegas is a unique market with 42 million people, 24,000 conventions with over 6.5 million attendees. We're extremely excited. And we have an amazing partner next door at The Venetian with the Las Vegas Sands, who has over 7 million people come every year to their resort and they're building more towers. We think we're in a great location to drive a very strong return.

Your next question comes from the line of Ben Swinburne of Morgan Stanley.

Two questions. I wanted to come back. Thank you for all the color on thinking about the 2 company's financials. There was a lot of detail. It sounded like -- I don't know if I heard you right that the overhead will be entirely allocated to entertainment, and that will be offset by rental payments from the teams to entertainment. So it's sort of a push. I don't know if I misheard you, but just was hoping you could clarify.

Just to clarify, the overhead I was referring to was the venue operations overhead. So the entertainment company as the owner of the facility will be responsible for maintaining and operating the facility while the teams will be paying rent. And consistent with our current practice, the teams will continue to pay their day of the game costs. So all the variable cost of the day of game, and that's already -- that's in arrangement. I'm not going to comment at this time on whether it's exactly a push. But our overall goal was not to -- was both to make sure that this was operationally ideal from a revenue and a growth -- and operations perspective and also not to do damage to the financials of the 2 companies.

Okay. And then maybe for Victoria. There is a comment in the release about the significant capitalized and expense content creation and internal labor costs for Sphere that I think are not in the 166. I don't know if there's any way for you to help us think about sizing that? Or at least how much is being incurred today, and sort of what the ramp is, just so we think about the entire project cost to make sure we've got it all roughly pinned down?

Sure, Ben. Happy to. So what we provided you with so far as part of the cost estimate are really the bulk of the construction costs. The hard construction costs, which would include things, like, basically, it's concrete, steel, plumbing, the HVAC, the systems, all of those things are included in the construction costs. We've also included our -- what we're calling our core technology costs that we're procuring directly, which is some of the very unique immersive features. And a lot of soft -- all of really the soft costs associated with the construction are included design, professional services, project administration and management, permits, insurance fees. So it's really, again, the bulk of all of the construction costs. And yes, as you noted, we do anticipate some significant additional costs, for example, related to furniture and equipment. But we plan -- we'll have more clarity on those types of costs once we're a little further along in the construction process. But regarding our content, as we've talked about previously, we're building a venue that we believe will deliver this next generation of immersive experiences, and a significant component of that will be original attractions. We brought on board a team of award-winning creatives who are currently developing our first attraction for Las Vegas. One of the great advantages of Las Vegas, as Andy had just said, it welcomes this 42 million visitors a year. And for that reason, we believe our -- we're planning for that debut transaction to have a long life. So we also believe that the show, which will utilize the venue's cutting-edge technologies to create this entirely new experience in live entertainment will become a must-see event and that venue itself will be an attraction.

That's very helpful. Maybe just one follow-up for Andy on the bookings business. Andy, you mentioned a strong second half, particularly the fourth quarter. Just if you step back and think about the industry, what's the sort of state of both supply and demand for the concert business as you look out through the remaining of -- remainder of 2020 at this point?

Are you talking about in our portfolio or across the whole industry?

Well, mainly your portfolio?

Right. Okay. Well, as we said, look, we feel good about this quarter -- this year. There was certain events that were supposed to be in the first part of the year that were shifted to later in the year. I will say, across the industry, the touring business is a little lighter this year than it's -- a couple of the big acts on the road or on the road last year. And next year will be a very strong year in terms of supposed touring acts and -- but as I said, we feel very good about our year this year.

Your last question comes from the line of John Belton of Evercore.

I just wanted to talk a little bit more about TAO. Sounds like it's been performing pretty well over the last few quarters. So any update you can share on maybe future venue expansion plans from here? And then maybe how organic growth has been trending. And then correct me if I'm wrong, I think you've used the managed venue model for some TAO locations before. So what do you like about model? What makes you think that, that could be a good model for Sphere venues down the road?

So I'll talk about growth there. The team is incredibly growth-focused, but are always focused on finding the right location in the right markets, and do receive an incredible amount of inbound interest. So it's about -- more about selecting where is the right place to go and what's the right deal rather than how can we just simply grow, grow, grow. And we're very focused on having -- leveraging our infrastructure. So we're not -- I'm going to use this blunt term, but short-term approach across the country, where you need to then dance around and manage smaller venues. That's just not -- that's not their philosophy -- not our philosophy. And we think bigger in white places is better. In terms of...

I'll just add a little bit to that. Now you're right, John, that we are pleased with TAO's performance. The TAO Group delivered strong overall growth in our second quarter, including high single-digit percentage increase in revenues year-over-year. And their expenses were only slightly higher as other expense increases were offset by the absence of the preopening expenses related to TAO Chicago last year. But when we think about the performance of TAO overall, and which -- we are very happy that the group revenues were up about $4.2 million year-over-year in this quarter, and that's mostly due to the impact of the new venues primarily TAO Chicago and the venues in Singapore. We're really pleased with their performance. And -- so a little partially offset by some lower revenues at our other venues, including that we did close 1 venue in New York in January of last year after a successful 15-year run. But as Andy said, with respect to new venues, TAO Group is always evaluating each opportunity on a case-by-case basis related to structure. And our expectation is, over the next several years, hopefully, we can go from both managed and lease venues, domestic and international markets.

And I'll take the last part of your question about the TAO managed venue model and how it -- what similarities to what we're thinking about in the future for Sphere. I think it's a -- we think it's an excellent example of a way to structure a managed venue approach. We provide content. We provide expertise in terms of management and operations. We provide our IP around Grand, around technology, around how to actually build a Sphere that's never been done before. And we'll find partners -- we could find partners to fully fund it or partially fund it, and we're evaluating all types of structures with one focus and one focus only, to drive shareholder value.

Thank you. At this time, I'd like to turn the floor back over to Ari Danes for any closing comments.

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

Goodbye.

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