This Management's Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In this MD&A, there are statements concerning our future operating and future financial performance, including: the impact of the comprehensive Transformation and the renovation of the Forum; and expected increased programming costs. 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 future financial performance identify forward-looking statements. Investors are cautioned that 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 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 level of our revenues, which depends in part on the popularity and competitiveness of our sports teams and the level and popularity of the Radio City Christmas Spectacular and other entertainment events which are presented in our venues; • costs associated with player injuries, and waivers or contract terminations of players and other team personnel; • changes in professional sports teams' compensation, including the impact of signing of free agents and trades, subject to league salary caps; • the impact of the comprehensive Transformation of The Garden or the renovation of the Forum; • the demand for our programming among cable television systems and satellite, telephone and other multichannel video programming distributors, and our ability to renew affiliation agreements with them; • general economic conditions especially in the
New York Citymetropolitan 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, other teams, other venues and other entertainment options; • changes in laws, NBAor NHLrules, regulations, guidelines, bulletins, directives, policies and agreements (including the leagues' respective collective bargaining agreements with their players' associations, salary caps, revenue sharing and NBAluxury tax thresholds) or other regulations under which we operate; • the relocation or insolvency of professional sports teams with which we have a rights agreement; • our ability to maintain, obtain or produce content for our MSG Media segment, together with the cost of such content;
• future acquisitions and dispositions of assets;
• the costs associated with, and the outcome of, litigation and other proceedings to the extent uninsured; • the impact of governmental regulations, including the ability to maintain necessary permits or licenses; • financial community and rating agency perceptions of our business, operations, financial condition and the industry in which we operate; • our ownership of professional sports franchises in the
NBAand NHLand certain transfer restrictions on our common stock; and • the factors described under "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended June 30, 2013.
We disclaim any obligation to update or revise the forward-looking statements contained herein, except as otherwise required by applicable federal securities laws.
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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, our 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, 2013to 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," "Madison Square Garden" or the "Company" refer collectively to The Madison Square Garden Company, a holding company, and its direct and indirect subsidiaries through which substantially all of our operations are actually conducted. The Company is a fully integrated sports, entertainment and media business. The Company classifies its business interests into three reportable segments: MSG Media, MSG Entertainment, and MSG Sports. MSG Media produces, develops and acquires content for multiple distribution platforms, including content originating from the Company's venues. MSG Media includes the Company's regional sports networks, MSG Network and MSG+, collectively the "MSG Networks," and "Fuse," a national television network dedicated to music. MSG Networks also include high-definition channels, MSG HD and MSG+ HD, and Fuse includes its high-definition channel, Fuse HD. MSG Entertainmentpresents or hosts live entertainment events, such as concerts, family shows, performing arts and special events, in the Company's diverse collection of venues. MSG Entertainmentalso creates, produces and/or presents live productions, including the Radio City Christmas Spectacular featuring the Rockettes, that are performed in the Company's and other venues. MSG Sportsowns and operates the following sports franchises: the Knicksof the NBA, the Rangersof the NHL, the Liberty of the WNBA, and the Hartford Wolf Packof the AHL, which is the primary player development team for the Rangers. MSG Sportsalso promotes, produces and/or presents a broad array of other live sporting events outside of Knicks, Rangersand Liberty games. The Company conducts a significant portion of its operations at venues that it either owns or operates under long-term leases. The Company owns The Garden and The Theater at Madison Square Gardenin New York City, the Forum in Inglewood, CAand The Chicago Theatrein Chicago. In addition, the Company leases Radio City Music Halland the Beacon Theatrein New York City, and has a booking agreement with respect to the Wang Theatrein Boston. This MD&A is organized as follows: Results of Operations. This section provides an analysis of our results of operations for the three and six months ended December 31, 2013compared to the three and six months ended December 31, 2012on both a consolidated and segment basis. Liquidity and Capital Resources. This section provides a discussion of our financial condition and liquidity, an analysis of our cash flows, as well as certain contractual obligations and off balance sheet arrangements. Seasonality of Our Business. This section discusses the seasonal performance of our MSG Sports and MSG Entertainmentsegments. Recently Adopted Accounting Pronouncements and Critical Accounting Policies. This section discusses accounting pronouncements that have been adopted by the Company. In addition, we have included a discussion of our critical accounting policy in respect of goodwill and identifiable indefinite-lived intangible assets in order to provide the results of our annual impairment testing performed during the first quarter of fiscal year 2014. 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, 2013under "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. 22
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