Annual Report


Table of Contents

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

 

  þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

OR

 

  ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from                      to                     

 

Commission File
Number

 

Registrant; State of Incorporation;
Address and Telephone Number

 

IRS Employer
Identification No.

1-34434   Madison Square Garden, Inc.   27-0624498

Delaware

Two Penn Plaza

New York, NY 10121

(212) 465-6000

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

  Name of each Exchange on which Registered:
Class A Common Stock   The NASDAQ Stock Market LLC

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ¨  No  þ

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ¨  No þ

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 has been required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether each Registrant is a large accelerated filer, accelerated filer, non-accelerated filer or smaller reporting company. See definition of large accelerated filer and accelerated filer in Exchange Act Rule 12b-2.

 

Large accelerated filer  ¨   Accelerated filer ¨   Non-accelerated filer  þ   Smaller reporting company  ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

Aggregate market value of the voting and non-voting common equity held by non-affiliates of Madison Square Garden, Inc. computed by reference to the price at which the common equity was last sold on The NASDAQ Stock Market LLC as of June 30, 2010: $1,196,112,165.

Number of shares of common stock outstanding as of February 28, 2011:

Class A Common Stock — 62,262,648

Class B Common Stock — 13,588,555

Documents incorporated by reference — Madison Square Garden, Inc. intends to file with the Securities and Exchange Commission, not later than 120 days after the close of its fiscal year, an amendment to this report containing the information required to be disclosed under Part III of Form 10-K filed under cover of Form 10-K/A.

 

 

 


Table of Contents

TABLE OF CONTENTS

 

           Page    

PART I

  

Item 1. Business

     3   

Item 1A. Risk Factors

     24   

Item 1B. Unresolved Staff Comments

     39   

Item 2. Properties

     39   

Item 3. Legal Proceedings

     39   

PART II

  

Item  5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

     40   

Item 6. Selected Financial Data

     41   

Item  7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     42   

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

     83   

Item 8. Financial Statements and Supplementary Data

     83   

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

     83   

Item 9A. Controls and Procedures

     83   

Item 9B. Other Information

     84   

PART III

  

Item 10. Directors, Executive Officers and Corporate Governance*

     85   

Item 11. Executive Compensation*

     85   

Item  12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters*

     85   

Item 13. Certain Relationships and Related Transactions, and Director Independence*

     85   

Item 14. Principal Accountant Fees and Services*

     85   

PART IV

  

Item 15. Exhibits and Financial Statement Schedules

     86   

 

* These items are omitted because Madison Square Garden, Inc. intends to file with the Securities and Exchange Commission, not later than 120 days after the close of its fiscal year, an amendment to this report containing the information required to be disclosed under Part III of Form 10-K filed under cover of Form 10-K/A.


Table of Contents

PART I

Item 1. Business

We are a Delaware corporation with our principal executive offices at Two Penn Plaza, New York, NY, 10121. Our telephone number is 212-465-6000. Our internet address is http://www.msg.com and the investor relations section of our web site is located at http://investor.msg.com. Unless the context otherwise requires, all references to “we”, “us”, “our”, “Madison Square Garden” or the “Company” refer to Madison Square Garden, Inc., together with its direct and indirect subsidiaries. “Madison Square Garden, Inc.” refers to Madison Square Garden, Inc. individually as a separate entity. Madison Square Garden, Inc. is a holding company and conducts substantially all of its operations through its subsidiaries.

Madison Square Garden, Inc. was incorporated on July 29, 2009 as an indirect, wholly-owned subsidiary of Cablevision Systems Corporation (“Cablevision”). On January 12, 2010, Cablevision’s board of directors approved the distribution of all of the outstanding common stock of Madison Square Garden, Inc. to Cablevision shareholders (the “Distribution”) and the Company thereafter acquired the subsidiaries of Cablevision that owned, directly and indirectly, all of the partnership interests in Madison Square Garden, L.P. (“MSG L.P.”). MSG L.P. was the indirect, wholly-owned subsidiary of Cablevision through which Cablevision held the Madison Square Garden businesses until the Distribution occurred on February 9, 2010. MSG L.P. is now our wholly-owned subsidiary, through which we conduct substantially all of the business activities discussed in this Annual Report on Form 10-K.

Information concerning our business segments, including business segment financial information for each of 2010, 2009 and 2008 is set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Financial Statements and Supplementary Data,” which are in Part II, Items 7 and 8, respectively, of this Annual Report on Form 10-K.

On February 7, 2011, the Board of Directors of Madison Square Garden, Inc. approved a change in the Company’s fiscal year end from December 31 to June 30, effective June 30, 2011. The Company plans to report its financial results for the six month transition period of January 1, 2011 through June 30, 2011 on Transition Report on Form 10-K/T and to thereafter file annual reports for each twelve month period ended June 30 of each year beginning with the twelve month period ended June 30, 2012. Prior to filing the transition report, the Company will file its Quarterly Report on Form 10-Q for the quarter ending March 31, 2011.

 

3


Table of Contents

General

Madison Square Garden is a fully-integrated sports, entertainment and media business comprised of dynamic and powerful assets and brands. Madison Square Garden’s business grew from the legendary venue widely known as “The World’s Most Famous Arena.” The Company is comprised of three business segments: MSG Sports, MSG Entertainment and MSG Media, which are strategically aligned to work together to drive our overall business, which is built on a foundation of iconic venues and compelling content, including live sports and entertainment events, that we create, produce, present and/or distribute through our programming networks and other media assets.

LOGO

The Company operates in three business segments:

 

   

MSG Sports. Our sports business consists of owning and operating sports franchises, including the New York Knicks (the “Knicks”), a founding member of the National Basketball Association (the “NBA”), and the New York Rangers (the “Rangers”), one of the “original six” franchises of the National Hockey League (the “NHL”). We also own and operate the New York Liberty (the “Liberty”) of the Women’s National Basketball Association (the “WNBA”), one of the league’s founding franchises, and the Connecticut Whale, formerly known as the Hartford Wolf Pack, of the American Hockey League (the “AHL”), which is the primary player development team for the Rangers and competitive in its own right in the AHL. The Knicks and Rangers play their home games at the Madison Square Garden Arena (which we also refer to as “The Garden”). Due to the ongoing comprehensive transformation of The Garden, the Liberty, who also normally play home games at The Garden, are expected to play the 2011-13 seasons at the Prudential Center in Newark, New Jersey. The Company’s sports business also features other sports properties, including the presentation of a wide variety of live sporting events including professional boxing, college basketball (The Big East Tournament, Jimmy V Classic, Post-season National Invitational Tournament (“NIT”) Finals and, on occasion, Duke University games), track and field (The Millrose Games), and tennis (The BNP Paribas Showdown).

 

   

MSG Entertainment. Our entertainment business is one of the country’s leaders in live entertainment. We create, produce and/or present a variety of live productions, including the Radio City Christmas Spectacular , featuring the Radio City Rockettes (the “Rockettes”), which is the number one live holiday family show in America and which was seen in 2010 by approximately 1.7 million people. We have also co-produced or presented events with the world-renowned Cirque du Soleil, including Wintuk . We also present or host other live entertainment events in our diverse collection of venues.

 

4


Table of Contents
 

These venues include The Garden, Radio City Music Hall, The Theater at Madison Square Garden, the Beacon Theatre, The Chicago Theatre and the Wang Theatre. The scope of our collection of venues enables us to showcase acts that traverse a wide spectrum of genres and popular appeal, such as concerts, including shows by such established talents as Prince, Elton John, Phish, The Allman Brothers Band and Bruce Springsteen, as well as newer talents such as Arcade Fire, Lady Gaga, Justin Bieber, Vampire Weekend and Kings of Leon; family shows, such as Yo Gabba Gabba! , Sesame Street Live and Disney on Ice ; special events such as the Tony Awards and the Celebration of the 10 th Anniversary of “O” Magazine, and appearances by the Dalai Lama; and theatrical productions, such as Peter Pan and Annie . MSG Entertainment utilizes the strength of its industry relationships and live event expertise, as well as the reach of MSG Media, to create performance, promotion and distribution opportunities for artists and productions that, in turn, provide new programming and promotion for both our entertainment and our media businesses.

 

   

MSG Media. Our media business is a leader in production and content development for multiple distribution platforms, including content originating from our venues. MSG Media includes the MSG Networks (MSG network, MSG Plus, MSG HD and MSG Plus HD) and the Fuse Networks (Fuse and Fuse HD). MSG Networks are home to six professional sports teams: the Knicks, Rangers, Liberty, New York Islanders (the “Islanders”), New Jersey Devils (the “Devils”), and Buffalo Sabres (the “Sabres”), as well as to our critically acclaimed original and other programming, including, The Mike D’Antoni Show , WFAN’s Boomer and Carton show, The Lineup , Hockey Night Live , Road to MSG , Behind the Bench with John Tortorella and Mike Keenan , and New York Giants programs, including Coach Tom Coughlin’s weekly live press conference on Wednesdays. In addition, both networks telecast numerous college football and basketball from top conferences including the Big 12, PAC 10, ACC, and Big East. Fuse has focused on establishing itself as a unique multi-platform music destination, where artists and fans can interact and build relationships. Programming on Fuse focuses on music-related programming, including coverage of premier artists, events and festivals, original content and high profile concerts. Certain Fuse programming centers around its insider access to MSG Entertainment and Madison Square Garden’s venues, which Fuse uses to create music programming, while offering a voice and enhanced exposure to artists. Madison Square Garden’s ownership of live venues and a nationally distributed music network gives us the ability to work with artists to extend their performances nationally across multiple platforms. MSG Media’s music strategy emphasizes collaboration between Fuse and MSG Entertainment, which includes our live concert venues, providing a unique platform for artists to connect with fans, and creating innovative programming for Fuse viewers.

Our Strengths

The following is a listing of our key strengths:

 

   

Owned sports franchises

 

   

Media assets, including affiliation agreements with distributors and exclusive sports and entertainment programming rights

 

   

Iconic venues

 

   

Diverse collection of marquee brands and content, including the Radio City Christmas Spectacular and the Rockettes

 

   

Powerful presence in the New York tri-state area with established core assets and expertise for strategic expansion

 

   

Unique ability to provide artists and productions with multiple distribution platforms to develop and promote their businesses

 

5


Table of Contents
   

Strong industry relationships that create opportunities for new content and brand extensions

 

   

Deep connection with loyal and passionate fan bases that span a wide demographic mix

 

   

Extensive range of proprietary marketing assets and an industry leading purchaser database to drive ticket sales

 

   

Strong and seasoned management team

Our Strategy

Madison Square Garden pursues opportunities that capitalize on the combination of our iconic venues, our popular sports franchises, the distribution of our programming networks and our exclusive sports and entertainment content.

The core of MSG Sports’ strategy is to develop teams that consistently compete for championships in their respective leagues. Leveraging the strength of its fan bases and the popularity of its teams, MSG Sports seeks to expand through the creation and/or acquisition of substantial, enduring sports properties and events that can be presented either inside or outside The Garden. Our extensive fan bases provide broad access to growth opportunities and new revenue streams.

Building on our iconic venues and the hallmark Radio City Christmas Spectacular and Rockettes brands, MSG Entertainment is focused on enhancing the reach and breadth of our productions and creating a network of venues in which we can deliver high quality live content to those venues and increased bookings across all our venues. We are pursuing a strategy of opportunistically acquiring, building or obtaining control of venues in additional major markets. In November 2010, we entered into a contract that provides us an option to acquire the L.A. Forum, an iconic arena in Los Angeles, which we are currently considering. Our expansion plans also include the development of new productions and live entertainment events.

MSG Media has a strong foundation of recurring revenue streams supported by our long-term rights for live-event content of our Knicks, Rangers and Liberty franchises, in addition to those of the Islanders, Devils and Sabres, and our affiliation agreements for distribution of our programming networks. MSG Media’s programming networks serve as strong platforms through which artists, performers and athletes are connected to regional and national audiences, including Fuse, which brings artists and fans together through its music programming and the network’s insider access to MSG Entertainment and our historic venues. Our ability to offer both marquee live performance venues and extensive public exposure through our significant marketing expertise and media platforms attracts world-class artists, performers and athletes to our businesses, and allows us to create with them a relationship built on mutual benefit. We obtain quality sports and entertainment content, while the artists, performers and athletes gain a unique opportunity to develop their brands.

 

6


Table of Contents

The Company believes that its competitive strength stems from combining opportunities across more than one of our segments and aligning these businesses to provide what no other organization can: sports and entertainment content derived from games and performances at our iconic venues and distributed through our regional and national programming networks.

LOGO

We have an expansive view of the power of this integrated approach and believe no other organization can offer athletes, artists, performers, fans and business partners comparable opportunities or experiences. Examples of how we believe we have effectively implemented our strategy are:

 

   

We have expanded the programming on MSG network to include additional programming originating from or relating to our venues, while continuing to deliver award-winning live sports coverage. MSG network’s focus on becoming “all things Madison Square Garden” serves as a powerful platform for the distribution of our content and supports the Company’s integrated strategic vision, while differentiating our media offerings in a diverse and competitive environment.

 

   

Our media business continues to seek opportunities to collaborate with our entertainment and sports businesses. For example, in 2010 our media and entertainment businesses forged a multi-faceted relationship with the annual Z100 Jingle Ball concert to air it on national television for the first time ever. The Jingle Ball concert, one of the biggest shows of the year featuring some of the top musical acts in the country, was a one-night only sold-out show at The Garden and Fuse telecast the concert in high definition. Fuse and MSG network also aired corresponding programming that included exclusive backstage interviews and behind the scenes footage, providing our national audience with insider access to the concert and its artists. Similarly, in 2010 our media and entertainment businesses forged a multi-faceted relationship with Maroon 5, through which we booked the Beacon Theatre for a sold-out concert and telecast the concert commercial-free on Fuse, with corresponding programming as part of the “Fuse Presents” concert series presented by Coca-Cola. In 2010, our media and sports businesses produced the first ever live telecast of an NHL game in 3D, a game between the Rangers and Islanders, and the first 3D sporting event in America available directly to the home.

 

   

We control New York’s Beacon Theatre, own The Chicago Theatre, and have a long-term booking agreement in respect of the Wang Theatre in Boston, extending our geographic footprint and providing distribution outlets for our live entertainment content. These theatres help us provide a range of venues to artists and productions. In 2010, we entered into a contract that provides us an option to acquire the L.A. Forum, an iconic arena in Los Angeles, which we are currently considering.

Our commitment to strengthening our core assets is also exemplified by the transformation of The Garden into a state-of-the-art facility that enhances the experience of our customers, partners, athletes and entertainers and is designed to attract even more marquee events to the building, while augmenting our revenue streams (the “Transformation,” which is discussed in greater detail under “— Our Venues — The Madison Square Garden Arena Transformation”). Utilizing The Garden’s current footprint, the Transformation is designed to ensure The Garden’s continued and lasting prominence as a sports and entertainment venue.

We believe the Company’s unique combination of assets and integrated approach, the depth of our relationships within the sports, media and entertainment industries and strong connection with our diverse and passionate audiences, sets the Company apart in the industry and represents a substantial opportunity for growth.

 

7


Table of Contents

MSG Sports

Our MSG Sports business consists of owning and operating sports franchises, including the Knicks, a founding member of the NBA, and the Rangers, one of the “original six” franchises of the NHL. We also own and operate the Liberty of the WNBA, one of the league’s founding franchises, and the Connecticut Whale of the AHL, the primary player development team for the Rangers, which is competitive in its own right in the AHL. The Company’s sports business also features other sports properties, including the presentation of a wide variety of live sporting events including professional boxing, college basketball (The Big East Tournament, Jimmy V Classic, Post-season NIT Finals and, on occasion, Duke University games), track and field (The Millrose Games) and tennis (The BNP Paribas Showdown).

Our MSG Sports and MSG Media businesses naturally complement each other — with MSG Sports providing valuable content and MSG Media serving as a vital distribution system and promotional platform. MSG Media, through MSG Networks, telecasts games of our Knicks, Rangers and Liberty teams, and we are continually exploring opportunities to enhance the relationship between MSG Sports and MSG Media through new events, both at our venues and elsewhere. For example, in 2010, MSG Networks telecast the first live hockey game ever produced in 3D, a game between the Rangers and Islanders, and the first 3D sporting event in America available directly to the home.

Our Sports Franchises

The Knicks and Rangers are two of the most recognized franchises in professional sports, with storied histories and passionate, multi-generational fan bases. These teams are major occupants of The Garden, with a total of 82 regular season home games, often at or near capacity attendance. The number of home games increases if our teams qualify for the playoffs. While the Liberty have historically played 17 regular season home games at The Garden each year, due to the Transformation, they are expected to play the 2011-13 seasons at the Prudential Center in Newark, New Jersey. During the Transformation, we plan for The Garden to remain open for the Knicks’ and Rangers’ regular seasons and playoffs. We are also currently not planning to host pre-season Rangers’ games in 2011 at The Garden.

In addition to being valuable stand-alone businesses, the Knicks and Rangers provide core content for our MSG Media segment, with approximately 150 regular season games telecast on MSG Networks, and generate significant audience demand for wrap-around and themed programming. As part of team and league marketing and telecast efforts, our sports teams provide regional and national visibility for the Company.

New York Knicks

As an original franchise of the NBA, the Knicks have a rich history that includes two NBA Championships, eight conference titles and some of the greatest athletes to ever play the game. The Knicks are focused on becoming a championship contending team, while continuing to play an exciting, energetic and entertaining style of basketball. The Knicks enjoy the fierce allegiance of generations of passionate and knowledgeable fans. The Knicks ranked in the top three in the NBA for ticket sales receipts for the 2009-10 season, while the 2010-11 season marked the first time since the 2001-2002 season that Knicks season tickets sold out.

New York Rangers

The Rangers hockey club is one of the “original six” franchises of the NHL and in 2010 celebrated its 85 th anniversary. Winners of four Stanley Cup Championships, the Rangers have won ten conference titles over their history. The Rangers are known to have one of the most passionate, loyal and active fan bases in all of sports and ranked in the top three in the NHL for ticket sales receipts for the 2009-10 season.

New York Liberty

The Liberty were established on October 30, 1996, when New York was selected as one of eight charter members of the WNBA. The Liberty have won four conference championships and appeared in the post-season playoffs ten times, and in 2010 advanced to the Eastern Conference Finals. The Liberty have a well-known tradition of on-court competitiveness supported by an enthusiastic and loyal fan base.

 

8


Table of Contents

Connecticut Whale

The Connecticut Whale, a minor-league team, is a player development team for the Rangers, and is also competitive in its own right in the AHL. The Rangers send draft picks and other players to the Connecticut Whale for skill development and injury rehabilitation, and can call up players as needed for the Rangers’ roster to enhance the team’s competitiveness. The Connecticut Whale has reached the AHL playoffs twelve times out of thirteen seasons.

The Role of the Leagues in Our Operations

As franchises in professional sports leagues, our teams are members of the leagues and, as such, may be subject to certain limitations, under certain circumstances, on the control and management of their affairs. The respective league constitutions, under which each league is operated, together with the collective bargaining agreements each league has signed with its players’ association, contain numerous provisions that, as a practical matter in certain circumstances, could impact our ability to operate our businesses. In addition, under the respective league constitutions, the commissioner of each league, either acting alone or with the consent of a majority (or, in some cases, a supermajority) of the other teams in the league, may be empowered in certain circumstances to take certain actions felt to be in the best interests of the league, whether or not such actions would benefit our teams and whether or not we consent or object to those actions.

While the precise rights and obligations of member teams vary from league to league, the leagues may have varying degrees of control exercisable under certain circumstances over the length and format of the playing season, including pre-season and playoff schedules; the operating territories of the member teams; national and international media and other licensing rights; admission of new members and changes in ownership; franchise relocations; indebtedness affecting the franchises; and labor relations with the players’ associations, including collective bargaining, free agency, and rules applicable to player transactions, luxury taxes and revenue sharing. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — MSG Sports.” From time to time, we may disagree with or challenge actions the leagues take or the power and authority they assert, although the leagues’ governing documents and our agreements with the leagues purport to limit the manner in which we may challenge decisions and actions by a league commissioner or the league itself.

Other Sports Properties

The Company’s sports business also features the presentation of a wide variety of live sporting events outside of Knicks, Rangers and Liberty games, including professional boxing, college basketball, track and field, professional bull riding and tennis. MSG Sports also presents events such as WWE wrestling and has regularly presented the NBA and NFL drafts. Our sports business includes events that have been among the most popular in our history, as well as perennial highlights on our annual calendar, and also features some of Madison Square Garden’s longest-running associations. We continue to focus on growing this business through an increase in the diversity and number of events and through brand extensions, both at our venues and elsewhere, as we believe it presents growth opportunities for both our MSG Sports and MSG Media segments.

Professional boxing, beginning with John L. Sullivan in 1882, has had a long association with The Garden. This includes hosting Muhammad Ali’s and Joe Frazier’s 1971 “The Fight of the Century,” which is considered among the greatest sporting events in modern history, as well as bouts featuring dozens of other boxing greats. These have included Miguel Cotto, Roberto Duran, George Foreman, Rocky Graziano, Emile Griffith, Bernard Hopkins, Oscar De La Hoya, Jake LaMotta, Sugar Ray Leonard, Lennox Lewis, Joe Louis, Rocky Marciano, Floyd Patterson, Sugar Ray Robinson, Felix Trinidad, Roy Jones, Jr., Mike Tyson, and Evander Holyfield. Additionally, the Golden Gloves amateur boxing tournament has called The Garden home since 1928.

College basketball has been a mainstay at The Garden for decades, with the sport’s longest running holiday tournament, the Holiday Festival, first tipping off over 50 years ago. In addition to St. John’s University calling The Garden its home away from home, the popular Big East Tournament celebrated its 28th anniversary at The

 

9


Table of Contents

Garden in 2010. Popular college basketball events also include visits from Duke University’s Blue Devils, the annual Jimmy V Classic and post-season NIT Finals. The Garden has hosted the Millrose Games, with their famous Wanamaker Mile, since 1914. Additionally, the BNP Paribas Showdown tennis match debuted in 2009 and is scheduled to take place at The Garden annually through 2013.

MSG Entertainment

Our MSG Entertainment business continues to solidify its position as one of the country’s leaders in live entertainment. It is responsible for the creation, production and/or presentation of a variety of live productions, including The Radio City Christmas Spectacular , featuring the Rockettes, which is the number one live holiday family show in America and was seen by approximately 1.7 million people in 2010. We have also co-produced or presented events with world-renowned Cirque du Soleil, including Wintuk . MSG Entertainment also presents or hosts other live entertainment events in our diverse collection of venues. The scope of our collection of venues enables us to showcase acts that traverse a wide spectrum of genres and popular appeal, such as concerts, including shows by such established talents as Prince, Elton John, Phish, The Allman Brothers Band and Bruce Springsteen, as well as newer talents such as Arcade Fire, Lady Gaga, Justin Bieber, Vampire Weekend and Kings of Leon; family shows, such as Yo Gabba Gabba!, Sesame Street Live and Disney on Ice ; special events such as the Tony Awards and the Celebration of the 10 th Anniversary of “O” Magazine, and appearances by the Dalai Lama; and theatrical productions, such as Peter Pan and Annie . MSG Entertainment focuses on consistently delivering unforgettable live entertainment experiences in exceptional settings, creating demand for an association with our brands by artists and demand for our productions by the public. From a starting point of world-class expertise in live entertainment, including the historic traditions of “The World’s Most Famous Arena” and Radio City Music Hall, as well as our other venues (including The Theater at Madison Square Garden, the Beacon Theatre, The Chicago Theatre and the Wang Theatre), MSG Entertainment has a proven ability to utilize the strength of its industry relationships, marketing assets, purchaser database and live event expertise to create performance, promotion and distribution opportunities for artists and productions.

MSG Entertainment’s unique combination of relationships and expertise is important not only for MSG Entertainment’s current and future business, but also to our MSG Media segment, which increasingly benefits from opportunities for quality new programming and relationships. For example, our multi-faceted relationship with the Dave Matthews Band resulted in a sold-out show at the Beacon Theatre and exclusive content on Fuse, demonstrating our ability to help artists move beyond their core fan base to attract more diversified interest from fans, venues and other sources. This event was followed by other successful Fuse broadcasts at our venues including Elton John and Leon Russell at the Beacon Theatre and Z100’s Jingle Ball at The Garden featuring artists such as Katy Perry. MSG Entertainment’s industry relationships also helped Fuse secure agreements to become the television home of the Rock & Roll Hall of Fame induction ceremonies, Bonnaroo Festival and Lollapalooza.

Our Productions

Radio City Christmas Spectacular

One of MSG Entertainment’s core properties, the Radio City Christmas Spectacular , has been performed at Radio City Music Hall for 78 years and was seen nationwide by approximately 1.7 million people in 2010. Featuring the world-famous Rockettes, the critically acclaimed Radio City Christmas Spectacular features show-stopping performances, festive holiday scenes and state-of-the-art special effects, including utilizing one of the world’s largest indoor high definition LED screens. As part of our strategic commitment to invest in our core assets, the Company will continue seeking opportunities to enhance the Radio City Christmas Spectacular.

Based on the success of the Radio City Christmas Spectacular , in 1994 we expanded the Radio City Christmas Spectacular franchise outside of the New York area, with a specially designed theater version of the show. Since that time, the Radio City Christmas Spectacular has been performed in many cities across North America, including Boston, Los Angeles, Atlanta, Toronto, St. Louis, Chicago, Detroit, Ft. Lauderdale, Denver, Cleveland, Columbus, Dallas, Seattle, Nashville and Phoenix. In 2008, we further extended the Radio City Christmas

 

10


Table of Contents

Spectacular brand with the debut of the Radio City Christmas Spectacular arena tour. The show has played arenas in numerous cities across the United States and Canada, including Washington D.C., Minneapolis, Houston, Cincinnati, Baltimore, Toronto, Montreal, Philadelphia, Oklahoma City, Orlando, San Diego and Los Angeles. While the New York market has begun to rebound from the economic downturn, other markets around the country have been slower to recover, impacting the touring versions of the Radio City Christmas Spectacular . As a result, we have made the decision to utilize arena tour assets at the Wang Theatre in Boston, as well as in Durham, North Carolina, in 2011. In addition, we plan to present the theater production at the Grand Ole Opry House in Nashville.

Since its inception, the Radio City Christmas Spectacular has played to approximately 69 million people in over 60 different cities. We acquired the rights to the Radio City Christmas Spectacular in 1997, and those rights are separate from, and do not depend on the continuation of, our lease on Radio City Music Hall. We also hold rights to the Rockettes in the same manner.

We continue to strengthen and broaden our Rockette brand, targeting the most prominent and effective vehicles that elevate their visibility and underscore their reputation as beloved American cultural icons. The Rockettes have appeared or performed at high profile events, such as Super Bowl halftime shows, Presidential Inaugurations and annual appearances in the Macy’s Thanksgiving Day Parade, among many others, and we pursue carefully considered brand extension opportunities including television appearances, strategic partnerships and merchandising.

Wintuk and Other Cirque du Soleil Productions

In 2007, to realize our vision of creating, developing or acquiring unique and compelling new content for our venues, we entered into an agreement with the world-renowned Cirque du Soleil, which led to the creation of Wintuk , the story of a boy’s quest for snow. Wintuk was built specifically for The Theater at Madison Square Garden and represented the first Cirque du Soleil family-themed show. The show concluded its run at The Theater at Madison Square Garden in 2010. We are reviewing opportunities with Cirque du Soleil to further utilize this production.

We plan to build on the strength of our current relationship with Cirque du Soleil and our shared commitment to present compelling new live events in exceptional settings. For example, Cirque du Soleil’s newest large scale acrobatic production, Zarkana , is expected to open in early June 2011 at Radio City Music Hall and run during the summer. Unlike Wintuk , which was a co-production between the Company and Cirque du Soleil, Cirque du Soleil has provided us with a committed rental for the use of Radio City Music Hall for Zarkana .

Our Bookings and Other Entertainment Business Activities

MSG Entertainment is an established industry leader responsible for booking a wide variety of live entertainment events in our venues, which perennially include some of the biggest names in music and entertainment. Over the last several years, our venues have showcased established artists such as Prince, Elton John, Phish, The Allman Brothers Band and Bruce Springsteen, as well as newer talents such as Arcade Fire, Lady Gaga, Justin Bieber, Vampire Weekend and Kings of Leon and other popular events such as the Westminster Kennel Club Dog Show and the Tony Awards. Although we primarily license our venues to third-party promoters for a fee, we also promote or co-promote shows, in which case we share the economic risk relating to the event. We do not currently promote or co-promote events outside of our venues other than our productions described above.

MSG Media

MSG Media is a leader in production and content development for multiple distribution platforms, including content originating from our venues. MSG Media includes the MSG Networks and the Fuse Networks. MSG Networks are home to six professional sports teams: the Knicks, Rangers, Liberty, Islanders, Devils, and Sabres, as well as to our critically acclaimed original and other programming, including WFAN’s Boomer & Carton show live on weekday mornings, as well as The Mike D’Antoni Show, Behind the Bench with John Tortorella and

 

11


Table of Contents

Mike Keenan, Road to MSG and more. In addition, MSG Networks telecast numerous college football and basketball from top conferences including the Big 12, PAC 10, SEC, ACC, and Big East. In 2010, the MSG Networks won 16 New York Emmy Awards, the most Emmys awarded in the region that year.

Fuse has focused on establishing itself as a unique multi-platform music destination, where artists and fans can interact and build relationships. Programming on Fuse focuses on music-related programming, including coverage of premier artists, events and festivals, original content and high profile concerts. Certain Fuse programming centers around its insider access to MSG Entertainment and Madison Square Garden’s venues that Fuse uses to create music programming, while offering a voice and enhanced exposure to artists. Madison Square Garden is the only company to own live venues as well as a nationally distributed music network which gives us the ability to work with artists to extend their performances nationally across multiple platforms. MSG Media’s music strategy emphasizes collaboration between Fuse and MSG Entertainment, which includes our live concert venues, providing a unique platform for artists to connect with fans and creating innovative programming for Fuse viewers. Our interactive businesses include a group of highly targeted websites (including msg.com, thegarden.com, radiocity.com, nyknicks.com, newyorkrangers.com, knicksnow.com and fuse.tv) and wireless, video on demand and digital platforms for all Madison Square Garden properties. MSG Media allows us to leverage the value of the content created, produced and/or presented by MSG Sports and MSG Entertainment.

MSG Networks and Fuse provide regional and national distribution for both MSG Sports and MSG Entertainment content, and thereby play a critical role in supporting, promoting and enhancing those businesses. Fuse’s national distribution and focus on music-related programming provide a national vehicle to expand MSG Media’s and MSG Entertainment’s involvement in the music and entertainment industries, deepening our ability to offer artists enhanced exposure. MSG network’s focus on being “all things Madison Square Garden,” allows it to serve as a powerful platform for the distribution of our sports and entertainment content, while differentiating our media offerings in a diverse and competitive environment.

Examples of the success of our business collaborations include Fuse becoming the television home of several music-focused events and festivals and Fuse’s groundbreaking series showcasing numerous performances from Madison Square Garden venues, entitled Fuse Presents . When the Beacon Theatre was re-opened after a seven-month prestigious award-winning restoration, MSG network and Fuse collaborated on a one-hour documentary detailing the history of the theater and the process of restoration that was telecast on both networks. MSG network’s documentary on the history of Radio City Music Hall and the 75th Anniversary of the Radio City Christmas Spectacular also epitomizes this cooperative approach. The documentary, which first aired in 2007, utilized historic footage, interviews with historians, Rockettes and production representatives to showcase the remarkable history of the “Showplace of the Nation,” while also increasing awareness and interest in the Radio City Christmas Spectacular .

MSG Media’s music strategy has led to the development of the Fuse Presents concert series sponsored by Coca-Cola, in which Fuse presents concerts from MSG’s iconic venues. In 2010, MSG Media and MSG Entertainment also collaborated with Maroon 5 for their performance at the Beacon Theatre to celebrate the release of the band’s first studio album in three years. To kick off the accompanying tour, the band took to the stage for “Fuse Presents: Maroon 5 Live From the Beacon Theatre” presented by Coca-Cola, which aired live in HD on Fuse. Over the past two years Fuse has nationally televised a variety of performances as part of the Fuse Presents concert series including Jay-Z, and Z100’s Jingle Ball from Madison Square Garden; John Mayer, Dave Matthews Band, and Elton John and Leon Russell, all from The Beacon Theatre; Kanye West from The Chicago Theatre; and Drake from Radio City Music Hall. In addition, Fuse airs extensive programming around the performances at our venues which gives music fans insider access and an exclusive look at their favorite artists.

MSG Networks

Winner of 48 New York Emmy awards for live sports and original programming over the past three years, more than any other local network or station, MSG Networks are the home to six professional sports teams: the Knicks, Rangers, Liberty, Islanders, Devils, and Sabres, as well as our critically acclaimed original and other

 

12


Table of Contents

programming, including WFAN’s Boomer & Carton show, The Mike D’Antoni Show , Behind the Bench with John Tortorella and Mike Keenan, Hockey Night Live, and Road to MSG . MSG network and MSG Plus also telecast college football and college basketball from top conferences – the Big 12, PAC 10, ACC and the Big East. In addition to the Company’s ownership of Knicks, Rangers and Liberty rights, MSG Networks have long-term rights agreements with the Islanders, Devils and Sabres. MSG network and MSG Plus are among the nation’s largest regional cable networks and collectively telecast over 700 live sporting events over 2,100 hours of original programming in 2010. MSG network and MSG Plus are each received by approximately 8 million subscribers primarily in New York, New Jersey and Connecticut.

In 1998, MSG HD became the first regular provider of sporting events in high definition. MSG HD and MSG Plus HD collectively telecast over 500 live sporting events in high definition in 2010. Today we produce all Knicks, Rangers, Devils and Islanders telecasts, and substantially all of the home telecasts of the Sabres and certain original programming in a high definition format for inclusion on MSG HD and MSG Plus HD.

In 2010, MSG Media telecast the first live hockey game ever produced in 3D, a game between the Rangers and Islanders at The Garden, and the first 3D sporting event in America available directly to the home. This telecast reflects our ongoing track record of providing innovative and creative telecasts to our audience.

Programming on MSG network includes programming originating from or related to our venues, while continuing to deliver award-winning live sports coverage. MSG network’s line-up of programming highlights how the Company’s sports, entertainment and media segments work together to increase exposure for our brands, enhance our offerings to artists and productions, and create must-see content for our programming networks. Examples include:

 

   

The critically acclaimed and New York Emmy award-winning MSG Originals documentary series, which has featured such titles as The 50 Greatest Moments at MSG, Concert for New York City Remembered, Mecca of Boxing, and The Beacon Theatre: A New York Legend Reborn

 

   

The MSG Concert Series, which features a variety of past and present concerts or artists playing our venues

 

   

Road to MSG , a series that brings viewers along as their favorite artists and athletes prepare to take the stage or hit the floor of “The World’s Most Famous Arena” or one of our other venues, including backstage access at The Z-100 Jingle Ball

 

   

Programming relating to the Knicks and Rangers, such as The Mike D’Antoni Show , Behind the Bench with John Tortorella and Mike Keenan, MSG Vault, MSG Profiles, Fans’ Most Wanted, Hockey Night Live , and dedicated pre- and post-game shows, all of which allow us to capitalize on the extraordinary enthusiasm of our teams’ fans

 

   

Our weekday simulcast of the popular WFAN’s Boomer & Carton show, which brings our television audience top-rated live radio programming in the morning

MSG Plus programming features the Devils and Islanders telecasts, along with select live sports and original programming from Fox Sports Net, including a strong lineup of national and local college football and basketball and shows such as The Dan Patrick Show and The Final Score , as well as supporting original programming for its professional teams, horse racing, and international sports content such as Union of European Football Association league soccer.

In February of 2010 together with our MSG Sports segment, MSG Media capitalized on the interest and excitement regarding the BNP Paribas Showdown tennis match at The Garden. In September of 2010 we telecast the New York Police Department versus the New York Fire Department (the Battle of the Badges) boxing tournament at The Garden. We also have a long and rich tradition of presenting professional and amateur boxing events, including numerous title bouts and the Golden Gloves amateur boxing tournament, which has called The Garden home since 1928.

 

13


Table of Contents

Fuse

Fuse is a national television network dedicated exclusively to music that provides a unique, multi-platform music destination, centered on the development of creative music programming driven by meaningful relationships within the music industry and the interaction of artists and fans. Fuse is received by approximately 49 million subscribers and has a video-on-demand platform that is available to over 31 million homes. Fuse Networks currently distributes programming on its linear television channel, Fuse, on its high-definition channel Fuse HD, on-demand via Fuse On Demand, on-line via fuse.tv and to mobile technologies via Fuse Mobile.

Closely tied to MSG Entertainment and to some of the world’s most iconic venues, such as The Garden, Radio City Music Hall, the Beacon Theatre and The Chicago Theatre, we believe Fuse is positioned to provide artists and fans with a music experience that is not available anywhere else. Its unique access to Madison Square Garden assets allows Fuse to bring fans on-stage, off-stage and behind the stage of some of today’s hottest performances and events, while its ability to offer direct exposure to marketing opportunities for artists gives it credibility among today’s artists and their management. We believe this combination creates opportunities to expand Fuse’s distribution, domestically and internationally.

In 2008, Fuse was contributed to Madison Square Garden from Cablevision to fulfill a strategic objective to expand our reach to a national audience, increase the value proposition of our programming and marketing to promoters, artists and music labels and take advantage of the unique access to our iconic venues and our entertainment industry relationships through MSG Entertainment. Following the contribution, Fuse underwent a year of transition in 2008, as we invested in programming, production and marketing initiatives to reposition the network as a multi-platform music destination. After assessing Fuse’s development during 2008, we have refined our strategy to create a voice for artists and fans by emphasizing collaborations with MSG Entertainment, expanding industry relationships, creating innovative programming and exploiting Fuse’s insider access to our iconic venues.

As part of its efforts to enhance its position within the music television space, Fuse has forged exclusive arrangements with popular artists, events and festivals, produced original programming and featured high profile concerts and events. These initiatives often represent a coordinated effort between MSG Entertainment and Fuse. Fuse’s current slate of programming includes:

 

   

Exclusive television coverage of one of music’s biggest annual events, the Rock and Roll Hall of Fame induction ceremony. Branded Fuse Hall of Fame , this relationship also includes a year-long block of specially dedicated Hall of Fame programming that celebrates the classic and iconic in rock history

 

   

Hoppus on Music ( formerly known as A Different Spin with Mark Hoppus), an original weekly show hosted by the popular artist from the rock group Blink 182, covers everything in the world of music with exclusive interviews with top artists, news reports from correspondents in the field at tours, festivals and other music-related happenings, as well as in-studio panel discussions, all offering an entertaining spin on what’s hot in the music industry

 

   

Lay It Down hosted by Grammy Award winner Cee Lo Green, features artists showcasing their talents through both music and discussion. In this half-hour show, artists talk through their musical history, break down their songs and discuss the inspiration for specific verses and beats before performing their hits

 

   

On The Record hosted by Fuse’s music insider Toure is a one-on-one interview series with today’s top artists. The series brings viewers exclusive and revealing in-depth conversations with some of the biggest and boldest names in music. Artists that have been featured in the series include Lady Gaga, Jay-Z, Rihanna, Cee Lo Green, Kid Rock, Diddy, Ice Cube, T.I., Hole, and 50 Cent

 

   

Hip Hop Shop, hosted by Toure, dives into the world of hip hop, with up-to-date news, videos, interviews and celebrity guests including T.I., Ne-Yo, Fabolous, Ice Cube, Ludacris and more

 

14


Table of Contents
   

Fuse Top 20 Countdown, hosted by music experts Allison Hagendorf and Juliya Chernetsky, takes viewers through the hottest and most talked about music videos of the week. This show also includes interviews with celebrity guests, a recap of the week’s biggest moments in music and the 20 most popular music videos of the week

 

   

Artist Takeover Mondays feature music videos, interviews and specials from a different artist every week including fan favorites like Britney Spears, Lil Wayne, Eminem and Lady Gaga

 

   

Fuse Presents , concert series features performances by today’s biggest artists such as Maroon 5, Elton John and Leon Russell, Drake, the Dave Matthews Band, Kanye West, Jay-Z, John Mayer, Fall Out Boy, and Z100’s Jingle Ball, from our venues including The Garden, Radio City Music Hall, the Beacon Theatre and the legendary Chicago Theatre

 

   

Specials and news reports from top music festivals including the Bonnaroo Music & Arts festival, which included a one hour compilation of performances by the Dave Matthews Band, Rise Against and The Dead Weather, and Kings of Leon Live From Bonnaroo 2010, featuring their performance from this year’s festival as well as rare documentary footage of the band; Lollapalooza a special recapping 2010’s biggest moments from Grant Park, Chicago; and Voodoo Experience, with news, interviews and performance highlights from the three-day New Orleans music art and culture festival

Other Media Properties — MSG Interactive

MSG Media is also responsible for managing interactive initiatives across all business segments. MSG Interactive is the network of websites and wireless, video on demand and digital platforms for all Madison Square Garden properties. It includes sixteen interactive websites, blogs and social networking sites for our properties, which collectively reach two million unique users each month. Websites include msg.com, thegarden.com, beacontheatre.com, radiocity.com, chicagotheatre.com and fuse.tv, as well as sites dedicated to our sports teams (nyknicks.com, newyorkrangers.com, knicksnow.com and newyorkliberty.com). Like our MSG Sports business, the on-line operations relating to our sports teams may, in certain circumstances, be subject to certain agreements, rules, policies, regulations and directives of the leagues in which the respective team operates. See “— Regulation — Regulation of Our Media Business.” MSG Interactive properties also include the MSG Insider email, alert and wireless platform and a series of Madison Square Garden social network and blog sites. The MSG Interactive business generates revenue for all Madison Square Garden segments via the sale of advertising and sponsorships on these digital properties. Additionally, supported by its database of nearly four million engaged sports and music fans, MSG Interactive offers a strategic marketing asset that creates opportunities to market directly to our fans and cross-promote across our businesses.

Our Venues

The Company operates a mix of iconic venues that continue to build on their historic prominence as destinations for unforgettable experiences and events. Individually, these venues are each premier showplaces, with a passionate and loyal following of fans, performers and events. Taken together, we believe they represent an outstanding collection of venues.

We operate a total of five venues in New York City and Chicago, which are either owned or operated under long-term leases, and have a long-term booking agreement in respect of the Wang Theatre in Boston. Our New York City venues include the Madison Square Garden Complex (which includes both The Garden and The Theater at Madison Square Garden), Radio City Music Hall and the Beacon Theatre, and our Chicago venue is the landmark Chicago Theatre.

Madison Square Garden Arena

The Madison Square Garden Arena has been a celebrated center of New York life since it first opened its doors in 1879. Over its 131-year history, there have been four Garden buildings, each known for showcasing the best of

 

15


Table of Contents

the era’s live entertainment offerings. We believe that The Garden has come to epitomize the power and passion of live sports and entertainment to people around the world, with an appearance at The Garden often representing a pinnacle of an athlete’s or performer’s career. Known simply as “The World’s Most Famous Arena,” The Garden has been the site of some of the most memorable events in sports and entertainment, and, along with The Theater at Madison Square Garden, hosted in 2010 approximately 400 events and approximately four million visitors. The Garden is the highest-grossing entertainment venue in North America and the second highest-grossing entertainment venue in the world, based on Billboard Magazine’s 2010 rankings. The Garden was also ranked number one venue of the decade in its respective class based upon gross ticket sales by Billboard Magazine. In addition, The Garden was voted “Arena of the Year” in 2010 by the music industry subscribers of the trade magazine, Pollstar.

The Garden is home to three professional sports teams, the Knicks, Rangers and Liberty, and is associated with countless “big events,” inspired performances and one-of-a-kind moments. The Garden’s thousands of highlights include “The Fight of the Century” between Muhammad Ali and Joe Frazier in 1971 (considered among the greatest sporting events in history); the 1970 Knicks NBA Championship; the Rangers’ 1994 Stanley Cup Championship; three Democratic National Conventions and one Republican National Convention; a landmark visit from Pope John Paul II; Marilyn Monroe’s famous birthday serenade to President John F. Kennedy; Frank Sinatra’s “Main Event” concert in 1974; Elton John’s record 60 performances; Billy Joel’s record-setting 12 consecutive sold-out shows; three prominent benefit concerts, which galvanized the public to respond to national and global crises, including the first of its kind, The Concert for Bangladesh in 1972, as well as The Concert for New York City, following the events of 9/11 and The Big Apple to the Big Easy, following Hurricane Katrina in 2005.

The current Madison Square Garden Complex, located between 31 st and 33 rd Streets and Seventh and Eighth Avenues on Manhattan’s West Side, opened on February 11, 1968, with a salute to the U.S.O., hosted by Bob Hope and Bing Crosby. From a structural standpoint, the construction of the current Garden was considered an engineering wonder for its time, including its famous circular shape and unique, cable-supported ceiling, which contributes to its intimate feel. It was the first large structure built over an active railroad track. The builder, R.E. McKee, had a national reputation and was later recognized as a “Master Builder” by the construction industry. Architect Charles Luckman had one of the largest firms in the country and designed such buildings as the Prudential Center in Boston and NASA’s flight center in Houston.

We own the Madison Square Garden building, the platform on which it is built and the development rights (including air rights) above our property. Madison Square Garden sits atop Pennsylvania Station, a major commuter hub in Manhattan, which is owned by the National Railroad Passenger Corporation (Amtrak). While the development rights we own would permit us to expand in the future, any such use of development rights would require various approvals from the City of New York. The Garden seats up to approximately 21,000 spectators for sporting and entertainment events. The Garden, along with The Theater at Madison Square Garden, contains approximately 985,600 square feet of floor space over 11 levels.

The Madison Square Garden Arena Transformation

The Garden has gone through four incarnations, with the current building occupying its position above Pennsylvania Station since 1968. We believe that the ongoing Transformation of The Garden will have multiple benefits, including:

 

   

Providing a state-of-the-art venue that can continue to attract concerts, as well as other large, high profile sports, entertainment and other special events which benefit our customers, as well as the New York City economy

 

   

Improving the experience of customers from the first row to the last

 

   

Increasing our attractiveness to free agents in basketball and hockey

 

   

Supporting our efforts to maximize our season ticket sales for our teams

 

16


Table of Contents
   

Increasing the breadth of VIP offerings and venue-based opportunities available to marketing partners

 

   

Augmenting revenue streams

 

   

Providing a new point of origination for programming from our MSG Networks studios

The Transformation is an example of our strategic commitment to invest in our core assets and continue to provide the kind of historic, unforgettable experiences that have long been a key component of our business. Focused on the total fan experience, the Transformation will benefit everyone in attendance, from the first row to the last, whether they are first time visitors, season ticket subscribers, athletes, suite holders or marketing partners. Our customers will experience improved sight lines, entertainment and dining options, new concourses, hospitality areas, views of the city, new technology and a completely transformed interior. The intimacy of the arena bowl and The Garden’s world famous ceiling will be maintained, and homage to the building’s storied history is planned. The current Transformation plan, which is designed to ensure that attending an event at The Garden is unlike anywhere else, will be specifically highlighted by:

 

   

The new Chase Square 7 th Avenue entrance, which nearly doubles the previous entrance in size and features interactive kiosks, retail space, climate controlled space, and broadcast area

 

   

Public concourses doubling and tripling in size, some with spectacular city views

 

   

A new wide selection of food and beverage options

 

   

Larger, more comfortable seats

 

   

Improved upper bowl sightlines that put patrons over 17 degrees closer to the action

 

   

Two new one-of-a-kind bridges that will provide great views of the arena floor and offer a unique perspective for fans, which we refer to as the Chase Bridges

 

   

State-of-the-art lighting, sound and LED video systems in high definition, and new fiber-optic cabling throughout the building

 

   

Improved locker rooms, dressing rooms, green rooms and production offices

 

   

Additional bathrooms with 50% more dedicated space

 

   

Corporate offerings: 58 suites at the lower level of the arena (which we refer to as the “Madison Level”) that will be 40% larger and half the distance to the events, 20 Event Level suites that offer a lounge/entertaining atmosphere, and 18 remodeled 9 th Level suites. There will also be two new club spaces, one at the Event Level and one at the Madison Level of the arena.

See “Item 1A. Risk Factors — General Risks — We Have Undertaken an Extensive Transformation of The Garden, the Cost, Timing and Revenue Impact of Which are Uncertain” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Overview” for additional information on the Transformation, including risks associated with the project.

The Theater at Madison Square Garden

The current incarnation of The Theater at Madison Square Garden has approximately 5,600 seats. The theater opened as part of the fourth Madison Square Garden Complex in 1968, with seven nights of performances by Judy Garland. Since then, some of the biggest names in the music world have played the theater, including Bob Dylan, Diana Ross, Elton John, James Taylor, Melissa Etheridge, Neil Young, Radiohead, The Doors and Van Morrison. The theater has also hosted boxing events, the NBA Draft, as well as award shows such as The Daytime Emmys and the Essence Awards. We also host theatrical productions, family shows and other special events in the theater. Today, The Theater at Madison Square Garden is the third-highest grossing entertainment venue of its size in the world, based on Billboard Magazine’s 2010 rankings.

 

17


Table of Contents

Radio City Music Hall

Radio City Music Hall has a rich history as a national theatrical and cultural mecca since it was first established by theatrical impresario S.L. “Roxy” Rothafel in 1932. Known as “The Showplace of the Nation” it was the first building in the Rockefeller Center complex and, at the time, the largest indoor theater in the world. Perhaps best known as home to the country’s number one live holiday family show, the Radio City Christmas Spectacular , starring the world-famous Rockettes, Radio City Music Hall also hosts concerts, family shows and special events, such as the Tony Awards and the NFL Draft. See “— MSG Entertainment — Our Productions — Radio City Christmas Spectacular .” Today, Radio City Music Hall is the highest-grossing entertainment venue of its size in the world, based on Billboard Magazine’s 2010 rankings. Radio City Music Hall was also ranked number one venue of the decade in its respective class by Billboard Magazine based upon gross ticket sales.

Built for approximately $8 million in 1932, Radio City Music Hall was designated a New York City landmark in 1979 and a National Historic Landmark in 1987. We acquired the lease in 1997, and in 1999, in another example of our commitment to invest in our core assets to help drive our long-term business, we invested approximately $70 million on a complete restoration that returned the legendary theater to its original grandeur. Our acclaimed restoration included burnishing the ceilings of Radio City with 720,000 sheets of gold and aluminum leaf, replacing the existing stage curtain with a new 112-foot wide golden silk replacement, and replacing its approximately 6,000 seats. All furniture, wall fabric, carpeting, lighting fixtures and appointments were cleaned, repaired or remade, and the three-story tall mural “The Fountain of Youth,” by Ezra Winter, which looms above the grand staircase, was cleaned of decades of grime, varnish and polyurethane. State-of-the-art sound systems, lighting and HDTV capabilities were also installed, and the theater now houses one of the world’s largest indoor LED screens, which is prominently featured in the Radio City Christmas Spectacular.

We lease Radio City Music Hall, located at Sixth Avenue and 50th Street in Manhattan, pursuant to a long-term lease. The lease on Radio City Music Hall expires in 2023. We have the option to renew the lease for an additional ten years by providing two years’ notice prior to the initial expiration date.

The Beacon Theatre

In November 2006, we entered into a long-term lease agreement to operate the legendary Beacon Theatre, which sits on the corner of Broadway and 74th Street in Manhattan. Designed by Chicago architect Walter Ahlschlager, and conceived of by Roxy Rothafel as the sister venue to Radio City Music Hall, the Beacon Theatre opened in 1929 as a forum for vaudeville acts, musical productions, drama, opera, and movies. In 1979, the Beacon was designated a New York landmark building by the NYC Landmarks Preservation Commission and a national landmark on the National Register of Historic Places. Over its history, the Beacon has been a veritable rock and roll room for some of the greatest names in music. The Beacon has also staged operatic events, including Madame Butterfly in 1988, and has hosted numerous luminaries, including His Holiness the Dalai Lama in 1999 and 2009, and President Bill Clinton in 2006, when the Rolling Stones played a private concert in honor of his 60th birthday.

In order to ensure that we could deliver a first-class experience to customers and performers, in August of 2008 we closed the Beacon for a seven-month restoration to return the theater to its original 1929 grandeur, at a cost of approximately $17 million. The restoration of the Beacon focused on all historic, interior public spaces of the building, backstage and back-of-house areas, and was based on extensive historic research, as well as detailed, on-site examination of original, decorative painting techniques that had been covered by decades-old layers of paint. The Beacon Theatre has won several architectural awards recognizing its outstanding restoration. The widely acclaimed, comprehensive restoration was similar to our restoration of Radio City Music Hall, and reflects our commitment to New York City, which we believe should have the world’s most iconic venues that provide unforgettable experiences for millions of patrons every year. The Beacon Theatre was the third-highest grossing entertainment venue of its size in the world, based on Billboard Magazine’s 2009 rankings.

Our lease on the approximately 2,800 seat Beacon Theatre expires in 2026.

 

18


Table of Contents

The Chicago Theatre

In October 2007, to extend our presence outside of New York and provide us with an anchor for content and distribution in a key market in the Midwest, we purchased the legendary Chicago Theatre, a venue with approximately 3,600 seats. The Chicago Theatre, which features its famous six-story-high “C-H-I-C-A-G-O” marquee, was built in 1921 and designed in the French Baroque style by architects Cornelius W. Rapp and George L. Rapp. It is the oldest surviving example of this architectural style in Chicago today, and was designated a Chicago landmark building in 1983 by the Mayor of Chicago and the Chicago City Council.

Today, The Chicago Theatre is becoming a highly attractive destination for concerts, shows and events, including a wide range of entertainers, such as Bob Dylan, Chris Rock, Fall Out Boy, Kanye West, Kathy Griffin and Steely Dan. The theater also has hosted Broadway tours, including Joseph and the Amazing Technicolor Dreamcoat and Dreamgirls . While continuing to present first-class concert events, we also intend to diversify The Chicago Theatre’s entertainment offerings to include an increased number of theatrical and family shows, as well as special events. The Chicago Theatre is the eighth highest-grossing entertainment venue of its size in the world, based on Billboard Magazine’s 2010 rankings.

When we acquired The Chicago Theatre, we assumed certain obligations of the previous owner contained in a redevelopment agreement between that owner and the City of Chicago, all of which expire in 2014. Until the expiration of those obligations, we are required to obtain the approval of the City of Chicago in connection with any sale of The Chicago Theatre.

The Wang Theatre

In August 2008, we entered into a booking agreement with respect to the historic Wang Theatre in Boston. Under the booking agreement, we have been utilizing our experience in event production and entertainment marketing to increase the quantity and diversity of performances staged at the Wang Theatre. These performances include theatrical productions and family shows, such as Yo Gabba Gabba! , and concerts, such as a multi-night run by Steely Dan and a performance by poet and singer-songwriter Leonard Cohen. The Wang Theatre seats approximately 3,600.

Our booking agreement expires in 2019. We have the option to renew the agreement at that time for an additional ten years.

Garden of Dreams Foundation

Madison Square Garden also has a close association with the Garden of Dreams Foundation, a non-profit charity. This foundation is dedicated to making dreams come true for children facing obstacles. Working with 21 organizations in New York, New Jersey and Connecticut, including hospitals, wish organizations, homeless shelters, foster care organizations and community-based organizations, the Garden of Dreams Foundation utilizes the power and magic of Madison Square Garden and its venues to bring joy and happiness to children facing devastating problems. The Garden of Dreams Foundation events and activities include events with the Knicks, Rangers and Liberty, special celebrations and event attendance at The Garden, Radio City Music Hall and the Beacon Theatre, visits by Madison Square Garden and Fuse on-air hosts, the MSG Entertainment Talent Show, where children perform on the Great Stage at Radio City Music Hall, a “Dream Week,” where children experience all areas of The Garden during a week in the summer, toy and coat drives, and the “Make A Dream Come True Program,” where children enjoy unforgettable experiences with celebrities and at events. Additionally, MSG Media hosts “classroom” programs that teach teens the inner workings of the television industry.

The depth of Madison Square Garden’s relationship with the Garden of Dreams Foundation, which is actively integrated with each of our business segments, reflects our commitment to positively impact our community. Since its inception in 2006, the Garden of Dreams Foundation and Madison Square Garden have created once-in-a-lifetime experiences for more than 150,000 tri-state area children facing obstacles, with approximately 125,000 tickets donated to organizations served by the Garden of Dreams Foundation.

 

19


Table of Contents

Regulation

Regulation of Our Sports and Entertainment Businesses

Our sports and entertainment businesses are subject to legislation governing the sale and resale of tickets and consumer protection statutes generally.

In addition, many of the events produced or promoted by our sports and entertainment businesses are presented in our venues which are, like all public spaces, subject to building codes and fire regulations imposed by the state and local governments in the jurisdictions in which our venues are located. These venues are also subject to zoning and outdoor advertising regulations, which restrict us from making certain modifications to our facilities as of right or from operating certain types of businesses. These venues also require a number of licenses in order for us to operate, including occupancy permits, exhibition licenses, food and beverage permits, liquor licenses and other authorizations. In addition, our venues are subject to the federal Americans with Disabilities Act, which requires us to maintain certain accessibility features at each of our facilities. See “Item 1A. Risk Factors — General Risks — We are Subject to Extensive Governmental Regulation and Our Failure to Comply With These Regulations Could Negatively Affect our Business, Results of Operations and Financial Condition.”

The professional sports leagues, in which we operate, primarily the NBA and NHL, claim the right under certain circumstances to regulate important aspects of our sports business and our team-related interactive businesses. See “— MSG Sports — The Role of the Leagues in Our Operations.”

Regulation of Our Media Business

The Federal Communications Commission (“FCC”) imposes regulations on cable television operators and satellite operators that affect programming networks indirectly. In addition, cable television programming networks, such as our MSG Networks and Fuse Networks, are also regulated by the FCC in certain respects because they are affiliated with a cable television operator like Cablevision.

Closed Captioning and Advertising Restrictions on Children’s Programming

Certain of our networks must provide closed-captioning of programming for the hearing impaired, and any of our programming and associated Internet websites intended primarily for children 12 years of age and under must comply with certain limits on advertising. In the future, the 21 st Century Communications and Video Accessibility Act of 2010 may require us to provide closed captioning on certain video programming that we offer on the Internet.

Obscenity Restrictions

Cable operators and other distributors are prohibited from transmitting obscene programming, and our affiliation agreements generally require us to refrain from including such programming on our networks.

Program Access

The “program access” provisions of the Federal Cable Act generally require satellite-delivered video programming in which a cable operator holds an attributable interest, as that term is defined by the FCC, to be made available to all multichannel video programming providers, including satellite providers and telephone companies, on nondiscriminatory prices, terms and conditions, subject to certain exceptions specified in the statute and the FCC’s rules. For purposes of these rules, the common directors and five percent or greater voting shareholders of Cablevision and the Company are deemed to be cable operators with attributable interests in Madison Square Garden. As long as we continue to have common directors and major shareholders with Cablevision, our satellite-delivered video programming services will remain subject to the program access provisions. Until October 2012, these rules also prohibit us from entering into exclusive contracts with cable operators for these services.

 

20


Table of Contents

The FCC extended the program access rules to terrestrially-delivered programming created by cable operator-affiliated programmers. The new rules would compel the licensing of such programming in response to a complaint by a multichannel video programming distributor if the complainant can demonstrate that the lack of such programming, undue influence by the cable operator affiliate, or discrimination in the price, terms, or conditions for such programming significantly hinders or prevents the distributor from providing satellite cable programming. These new rules could require us to make some of our terrestrial programming services available to competing multichannel video programming providers on nondiscriminatory prices, terms and conditions. The new rules have been challenged in federal court. We cannot predict how the court will act on the challenge.

In 2007 the FCC sought comment on a proposal to allow a cable operator to petition for repeal of the exclusivity ban prior to 2012 with respect to programming it owns, in markets where the cable operator faces competition from other video programming distributors; and is considering revisions to the program access complaint procedures. The FCC has taken no action on this proposal.

Verizon and AT&T each have filed a program access complaint at the FCC against us and Cablevision challenging their respective lack of access to our terrestrially-delivered MSG HD and MSG Plus HD services. DISH Network has filed a program access complaint at the FCC against us and Cablevision alleging, among other things, that the terms and conditions we offered DISH Network for carriage of our networks were discriminatory and unfair. We and Cablevision are vigorously contesting these complaints.

Wholesale “A La Carte”

In 2007, the FCC sought comment on whether cable programming networks require programming distributors to purchase and carry undesired programming in return for the right to carry desired programming and, if so, whether such arrangements should be prohibited. To date, the FCC has taken no regulatory action on this issue.

Effect of “Must-Carry” Requirements

The FCC’s implementation of the statutory “must-carry” obligations requires cable and satellite operators to give broadcasters preferential access to channel space. This may reduce the amount of channel space that is available for carriage of our networks by cable television systems and satellite operators.

Satellite Carriage

All satellite carriers must under federal law offer their service to deliver Madison Square Garden’s and its competitors’ programming networks on a nondiscriminatory basis (including by means of a lottery). A satellite carrier cannot unreasonably discriminate against any customer in its charges or conditions of carriage.

Media Ownership Restrictions

FCC rules set media ownership limits that restrict, among other things, the number of daily newspapers and radio and TV stations in which a single entity may hold an attributable interest as that term is defined by the FCC. These rules have been challenged in federal court. We cannot predict how the court will rule on these challenges. The fact that the common directors and five percent or greater voting shareholders of Cablevision and the Company currently hold attributable interests in each of the companies for purposes of these rules means that these cross ownership rules may have the effect of limiting the activities or strategic business alternatives available to us, at least for as long as we continue to have common directors and major shareholders with Cablevision.

Website Requirements

Madison Square Garden maintains various websites that provide information and content regarding its businesses and offer merchandise for sale. The operation of these websites may be subject to a range of federal, state and local laws such as privacy and consumer protection regulations. The on-line operations relating to our sports teams may, in certain circumstances, be subject to certain agreements, rules, policies, regulations and directives of the leagues in which the respective team operates. See “MSG Sports — The Role of the Leagues in Our Operations.”

 

21


Table of Contents

Other Regulation

In 2007, the FCC recommended that Congress prohibit the availability of violent programming, including cable programming, during the hours when children are likely to be watching. Congress has considered this proposal, but to date has not yet enacted such restrictions. The FCC also imposes rules regarding political broadcasts.

Competition

Competition in Our Sports Business

Our sports business operates in a market in which numerous sports and entertainment opportunities are available. In addition to the NBA, NHL and WNBA teams that we own and operate, the New York market is home to two Major League Baseball teams (the New York Yankees and the New York Mets), two National Football League teams (the New York Giants and the New York Jets), two additional NHL teams (the Islanders and Devils), a second NBA team (the New Jersey Nets) and a Major League Soccer franchise (the Red Bulls). In addition, there are a number of other amateur and professional teams that compete in other sports, including at the collegiate and minor league levels. New York is also home to the U.S. Open tennis event each summer, as well as many other non-sports related entertainment options.

As a result of the large number of options available, we face strong competition for the general New York area sports fan. We must compete with these other sporting events in varying respects and degrees, including on the basis of the quality of the teams we field, their success in the leagues in which they compete, our ability to provide an entertaining environment at our games and the prices we charge for our tickets. In addition, for fans who prefer the unique experience of NHL hockey, we must compete with two other hockey teams located in the New York area as well as, in varying respects and degrees, with other NHL hockey teams and the NHL itself. Similarly, for those fans attracted to the equally unique experience of NBA basketball, we must compete, in varying respects and degrees, with another NBA team located in the New York area as well as other NBA teams and the NBA itself.

See “Item 1A. Risk Factors — Risks Relating to Our Sports Business — Our Sports Business Faces Intense and Wide-Ranging Competition.”

Competition in Our Entertainment Business

Our entertainment business competes, in certain respects and to varying degrees, with other live performances, sporting events, movies, home entertainment (including television, home video and gaming devices) and the large number of other entertainment and public attraction options available to members of the public. Our businesses, such as our live productions and our sporting events, typically represent alternative uses for the public’s entertainment dollar. The primary geographic area in which we operate, New York City, is among the most competitive entertainment markets in the world, with the world’s largest live theater industry, eleven major professional sports teams, numerous museums, galleries and other attractions, and hundreds of movie screens available to the public. We compete with these other entertainment options on the basis of the quality of our productions and the public’s interest in our content, as well as on the price of our tickets and the quality and location of our venues.

We compete for bookings with a large number of other venues both in the cities in which our venues are located and in alternative locations capable of booking the same productions. Generally, we compete for bookings on the basis of the size, quality, expense and nature of the venue required for the booking.

In addition to competition for ticket sales and bookings, we also compete to varying degrees with other productions and sporting events for advertising and sponsorship dollars.

See “Item 1A. Risk Factors — Risks Relating to Our Entertainment Business—Our Entertainment Business Faces Intense and Wide-Ranging Competition.”

 

22


Table of Contents

Competition in Our Media Business

Distribution of Programming Networks

The business of distributing programming networks to cable television systems and satellite, telephone and other multichannel video programming distributors (“Distributors”) is highly competitive. Our programming networks face competition from other programming networks for the right to be carried by a particular Distributor, and for the right to be carried on the service tier that will attract the most subscribers. Once our programming network is selected by a Distributor for carriage, that network competes for viewers not only with the other channels available through the Distributor, but also with television, pay-per-view channels and video-on-demand channels, as well as online services, mobile services, radio, print media, motion picture theaters, DVDs, and other sources of information, sporting events and entertainment. Important to our success in each area of competition MSG Media faces are the prices we charge for our programming networks; the quantity, quality and variety of programming offered on our networks; and the effectiveness of our networks’ marketing efforts.

Our ability to successfully compete with other programming networks for distribution may be hampered because the Distributors through which distribution is sought may be affiliated with other programming networks. In addition, because such affiliated Distributors may have a substantial number of subscribers, the ability of such programming networks to obtain distribution on affiliated Distributors may lead to increased subscriber and advertising revenue for such networks because of their increased penetration compared to our programming networks. Even if such affiliated Distributors carry our programming networks, there is no assurance that such Distributors would not place their affiliated programming network on a more desirable tier, thereby giving the affiliated programming network a competitive advantage over our own.

New or existing programming networks that are owned by or are affiliates of broadcasting networks like NBC, ABC, CBS or FOX may also have a competitive advantage over our networks in obtaining distribution through the “bundling” of agreements to carry those programming networks with the agreements giving the cable system or other Distributor the right to carry a station affiliated with the network.

See “Item 1A. Risk Factors — Risks Relating to Our Media Business — Our Media Business Faces Intense and Wide-Ranging Competition.”

Sources of Programming

We also compete with other programming networks to secure desired programming, including sports-related and music-related programming, although some of our programming is generated internally through our ownership of sports teams and our efforts in original programming. Competition for programming will increase as the number of programming networks increases. Other programming networks that are affiliated with or otherwise have larger relationships with programming sources such as movie or television studios, film libraries, record labels or sports teams may have a competitive advantage over us in this area.

Competition for Entertainment Programming Sources

With respect to the acquisition of music-related and entertainment programming, such as concerts, festivals, syndicated programs and movies, which are not produced by or specifically for programming networks, our competitors include national commercial broadcast television networks, local commercial broadcast television stations, the Public Broadcasting Service and local public television stations, pay-per-view programs, and other cable programming networks. Internet-based video content distributors may also emerge as competitors for the acquisition of content or the rights to distribute content.

Competition for Sports Programming Sources

Because the loyalty of the sports viewing audience to a sports programming network is primarily driven by loyalty to a particular team or teams, access to adequate sources of sports programming is particularly critical to our sports networks. We own the programming rights to the Knicks, the Rangers and the Liberty. We also have

 

23


Table of Contents

in place long-term rights agreements covering the media rights to the Islanders, Devils and Sabres. Our rights with respect to these professional teams may be limited in certain circumstances. See “MSG Sports — The Role of the Leagues in Our Operations.” Our programming networks compete for telecast rights for other teams or events principally with national or regional cable networks that specialize in or carry sports programming; television “superstations” which distribute sports and other programming by satellite; local and national commercial broadcast television networks; and independent syndicators that acquire and resell such rights nationally, regionally and locally. Some of our competitors may own or control, or are owned or controlled by, sports teams, leagues or sports promoters, which gives them an advantage in obtaining telecast rights for such teams or sports. Distributors may also contract directly with the sports teams in their local service areas for the right to distribute games on their systems. Our programming networks may also compete with Internet-based distributors of sports programming.

The increasing amount of sports programming available on a national basis, including pursuant to national rights arrangements (e.g., NBA on ABC, ESPN, and TNT and NHL on NBC and Versus), as part of league-controlled sports networks (e.g., NBA TV and NHL Network), and in out-of-market packages (e.g., NBA League Pass and NHL Center Ice), may have an adverse impact on our competitive position as our programming networks compete for distribution and for viewers.

Two professional sports teams located in New York have organized their own cable television networks featuring the games of their teams, which adversely affects the competitive position of MSG Networks by denying or limiting our access to those games for our own networks and subjecting our networks to competition from these team-owned networks. On the other hand, the competitive position of our programming networks is substantially enhanced by our ownership of the Knicks and Rangers.

Competition for Advertising Revenue

The financial success of our programming businesses also depends in part upon unpredictable and volatile factors beyond our control, such as viewer preferences, the strength of the advertising market, the quality and appeal of the competing programming and the availability of other entertainment activities.

Employees

As of December 31, 2010 we had 1,348 full-time union and non-union employees and 8,041 part-time union and non-union employees. Approximately 64% of our employees were represented by unions as of December 31, 2010. Labor relations in general and in the sports and theater industry in particular can be volatile, and though our current relationships with our unions are positive, we have from time to time faced labor action or had to make contingency plans because of threatened or potential labor actions.

The NHL players and the NBA players are covered by collective bargaining agreements between the NHL Players’ Association and the NHL and between the National Basketball Players Association and the NBA, respectively. Both the NHL and the NBA have experienced labor difficulties in the past and may have labor issues in the future. See Item 1A. “Risk Factors – General Risks – Organized Labor Matters Could Negatively Impact Our Business and Our Results of Operations.”

Item 1A. Risk Factors

Risks Relating to Our Sports Business

Our Sports Business Faces Intense and Wide-Ranging Competition.

The success of a sports business, like ours, is dependent upon the performance and/or popularity of its franchises. Our Knicks and Rangers franchises compete, in varying respects and degrees, with other live sporting events, and with sporting events delivered over television networks, the Internet, radio, online services, and other alternative sources. For example, our sports teams compete for attendance, viewership and advertising with a wide range of

 

24


Table of Contents

alternatives available in New York City. During some or all of the basketball and hockey seasons, our sports teams face competition, in varying respects and degrees, from professional baseball (including the New York Yankees and the New York Mets), professional football (including the New York Giants and the New York Jets) and each other. For fans who prefer the unique experience of NHL hockey, we must compete with two other hockey teams located in the New York metropolitan area (the Islanders and Devils) as well as, in varying respects and degrees, with other NHL hockey teams and the NHL itself. Similarly, for those fans attracted to the equally unique experience of NBA basketball, we must compete, in varying respects and degrees, with another NBA team located in the New York metropolitan area (the New Jersey Nets), which may competitively benefit from a new arena expected to open in Brooklyn, New York in the summer of 2012, as well as with other NBA teams and the NBA itself.

As a result of the large number of options available, we face strong competition to attract sports fans in the New York area, nationally and globally. We must compete with these other sports teams and sporting events, in varying respects and degrees, including on the basis of the quality of the teams we field, their success in the leagues in which they compete, our ability to provide an entertaining environment at our games, prices we charge for tickets and the viewing availability of our teams on multiple media alternatives. Given the nature of sports, there can be no assurance that we will be able to compete effectively, including with companies that may have greater resources than we have, and as a consequence, our operating margins and market position could be reduced and the growth of our business inhibited.

Our Basketball and Hockey Decisions, Especially Those Concerning Player Selection and Salaries, Affect Our Financial Performance.

Creating and maintaining our sports teams’ popularity and/or on-court and on-ice competitiveness is key to the success of our sports business. Accordingly, efforts to improve our revenues and earnings from operations from period to period may be secondary to actions that management believes will generate long-term value. As with other sports teams, the competitive positions of our sports teams depends primarily on our ability to develop, obtain and retain talented players, for which we compete with other professional sports teams. Our efforts in this regard may include, among other things, trading for highly compensated players, signing draft picks, free agents or current players to new contracts, engaging in salary arbitration with existing players or terminating or waiving players. Any of these actions could increase expenses for a particular period, subject to any salary cap restrictions contained in the respective leagues’ collective bargaining agreements. There can be no assurance that any actions taken by management to increase our long-term value will be successful.

A significant factor in our ability to attract and retain talented players is player compensation. NBA and NHL player salaries have generally increased significantly and may continue to increase. Although the current collective bargaining agreements between the NBA and the National Basketball Players Association and the NHL and the NHL Players’ Association generally cap leaguewide player salaries at a prescribed percentage of league-wide revenues, such provisions do not apply on a team-by-team basis and, accordingly, we may pay our players different aggregate salaries and a different proportion of our revenues than other NBA or NHL franchises. Future collective bargaining agreements may increase the percentage of league-wide revenues to which NBA or NHL players are entitled, which may further increase our costs. In addition, we may also be obligated to pay the NBA a luxury tax each year, the calculation of which is determined by a formula that takes into account the aggregate salaries paid to our NBA players. Significant increases in players’ salaries or NBA luxury tax payments could have a material negative effect on our business, results of operations and cash flows if the increases are not offset by adequate increases in revenue.

We have incurred significant charges over the last three years for costs associated with transactions relating to players on our sports teams for season-ending and career-ending injuries and for waivers and terminations of players and other team personnel, including team executives. These transactions can result in significant charges as the Company recognizes the estimated ultimate costs of these events in the period in which they occur, although amounts due to these individuals are generally paid over their remaining contract terms. These expenses add to the volatility of the results of our MSG Sports segment.

 

25


Table of Contents

The Actions of the Basketball and Hockey Leagues May Have a Material Effect on Our Businesses.

The governing bodies of the NBA (including the WNBA) and the NHL have certain rights under certain circumstances to take actions that they deem to be in the best interests of their respective sports, which may not necessarily be consistent with maximizing our results of operations and which could affect our teams in ways that are different than the impact on other teams. Certain of these decisions by the NBA or the NHL could have a material negative effect on our business, results of operations and cash flows. From time to time, we may disagree with or challenge actions the leagues take or the power and authority they assert. The following discussion highlights certain areas in which decisions of the NBA and the NHL could materially affect our businesses.

The NBA and the NHL may assert control over certain matters, under certain circumstances, that may affect our revenues such as the national and international rights to telecast the games of league members, including the Knicks and the Rangers, licensing of the rights to produce and sell merchandise bearing the logos of our teams and the leagues, and the Internet activities of our teams. The NBA and NHL have each entered into agreements regarding the national and international telecasts of NBA and NHL games. We receive a share of the income the NBA and the NHL generate from these contracts, which expire from time to time. There can be no assurance that the NBA or the NHL will be able to renew these contracts following their expiration on terms as favorable to us as those in the current agreements or that we will continue to receive the same level of revenues in the future. Changes to national and international telecast rights could also impact the availability of games covered by our local telecast rights and could affect our revenues. The leagues have asserted control over certain other important decisions, under certain circumstances, such as the length and format of the playing season, including preseason and playoff schedules, the operating territories of the member teams, admission of new members, franchise relocations, labor relations with the players associations, collective bargaining, free agency, and luxury taxes and revenue sharing. Decisions on these matters, some of which are also subject to the terms of the relevant collective bargaining agreement, may materially affect our business. In addition, the NBA imposes a luxury tax and escrow system with respect to player salaries as well as a revenue assistance plan, and the NHL imposes an escrow system and a revenue sharing system. See “— General Risks — Organized Labor Matters Could Negatively Impact Our Business and Our Results of Operations.”

The NBA and the NHL have imposed certain restrictions on the ability of owners to undertake some types of transactions in respect of teams, including a change in ownership, a relocation of a team and certain types of financing transactions. In certain instances, these restrictions could impair our ability to proceed with a transaction that is in the best interests of the Company and its shareholders if we were unable to obtain required league approvals in a timely manner or at all.

The leagues impose certain rules that define, under certain circumstances, the territories in which we operate, including the markets in which we telecast games. Changes to these rules could have a material negative effect on us.

Each league’s governing body has imposed a number of rules, regulations, guidelines, bulletins, directives, policies and agreements upon its teams. Changes to these provisions may apply to our sports teams and their personnel, and the Company as a whole, regardless of whether we agree or disagree with such changes, have voted against such changes or have challenged them through other means, and it is possible that any such changes could materially negatively affect our business to the extent they are ultimately determined to bind our teams. The commissioners of each of the NBA and NHL assert significant authority to take certain actions on behalf of their respective leagues under certain circumstances. Decisions by the commissioners of the NBA and the NHL, including on the matters described above, may negatively affect our businesses. The leagues’ governing documents and our agreements with the leagues purport to limit the manner in which we may challenge decisions and actions by a league commissioner or the league itself.

Injuries to Players on Our Sports Teams Could Hinder Our Success.

To the degree that our financial results are dependent on our sports teams’ popularity and/or on-court and on-ice success, the likelihood of achieving such popularity or competitive success may, given the nature of sports, be substantially impacted by serious and/or untimely injuries to key players. Nearly all of our Knicks and Rangers

 

26


Table of Contents

players, including those with multi-year contracts, have partially or fully guaranteed contracts, meaning that (subject to the terms of the applicable player contract and collective bargaining agreement) each player or his estate may be entitled to receive his salary even if the player dies or is unable to play as a result of injury. These salaries represent significant financial commitments for our sports teams. We are generally insured against having to pay salaries in the event of a player’s death and seek to obtain disability insurance policies for substantially all of our material player contracts. In the event of injuries sustained resulting in lost services (as defined in the insurance policies), generally the insurance policies provide for payment to us of a portion of the player’s salary for the remaining term of the contract or until the player can resume play, in each case following a deductible number of missed games. Such insurance may not be available in certain circumstances or on terms that are commercially feasible or such insurance may contain significant dollar limits and/or exclusions from coverage for preexisting medical conditions. We may choose not to obtain (or may not be able to obtain) such insurance in some cases and we may change coverage levels (or be unable to change coverage levels) in the future.

In the absence of disability insurance, we may be obligated to pay all of an injured player’s salary. In addition, player disability insurance policies do not cover any NBA luxury tax that we may be required to pay. For purposes of determining any NBA luxury tax, salary payable to an injured player is included in team salary, unless and until that player’s salary is removed from the team salary for purposes of calculating NBA luxury tax pursuant to the terms of the collective bargaining agreement. Replacement of an injured player may result in an increase in salary and NBA luxury tax expense for us, subject to the terms of the applicable collective bargaining agreement, including any applicable salary cap.

Risks Relating to Our Entertainment Business

Our Entertainment Business Faces Intense and Wide-Ranging Competition.

Our entertainment business competes, in certain respects and to varying degrees, with other leisure-time activities such as television, the Internet, radio, online services, motion picture theaters, Broadway shows, home video and other alternative sources of entertainment and information for total entertainment dollars in our marketplace. The success of our entertainment business is largely dependent on the continued success of our Radio City Christmas Spectacular , and, to a lesser extent, the availability of, and our venues’ ability to attract concerts, family shows and other events, competition for which is intense. For example, our Madison Square Garden Complex, Radio City Music Hall and the Beacon Theatre all compete with other entertainment options in the New York area. The Chicago Theatre and the Wang Theatre face similar competition from other venues in Chicago, Boston and elsewhere.

Further, in order to maintain the competitive positions of The Garden and our theaters, we must invest on a continuous basis in state-of-the-art technology and facility maintenance while maintaining a competitive pricing structure for events that may be held in our venues, many of which have alternative venue options available to them in New York and other cities. In addition, we invest a substantial amount in our Radio City Christmas Spectacular and in new productions, to continue to attract our audiences. We cannot assure you that such investments will generate revenues that are sufficient to justify our investment or even that exceed our expenses.

The Success of Our Entertainment Business Depends on the Continued Popularity of Our Live Productions, Particularly the Radio City Christmas Spectacular.

The financial results of our entertainment business are dependent on the popularity of our live productions with audiences in New York, as well as other cities where the Radio City Christmas Spectacular is performed. In particular, our entertainment business depends on the continuing popularity of the Radio City Christmas Spectacular at Radio City Music Hall, which represented 39% of our MSG Entertainment segment’s revenues in 2010. Should the popularity of the Radio City Christmas Spectacular decline, our revenues from ticket sales, concession and merchandise sales would likely also decline, and we might not be able to replace the lost revenue with revenues from other sources.

 

27


Table of Contents

Our Strategy for Our Entertainment Business Includes the Development of New Live Productions and the Possible Addition of New Venues, Each of Which Could Require Making Considerable Investments for Which There Can be No Guarantee of Success.

As part of our business strategy, we intend to develop new productions and live entertainment events, which may include expansions of our existing productions or relationships or the creation of entirely new live productions. Expansion of productions or the development of new productions could require significant upfront investment in sets, staging, creative processes, casting and advertising and dislocation of other alternative sources of entertainment that may have played in our venues absent these productions. To the extent that any efforts at expanding productions or creating new productions do not result in a viable live show, or to the extent that any such productions do not achieve expected levels of popularity among audiences, we may lose all or a portion of such investments. For example, in 2010 we incurred an impairment charge related to the Banana Shpeel production.

Our strategy also involves the possible addition of venues, including in additional major markets beyond New York, Chicago and Boston. Any such additions may involve purchasing or acquiring control of existing venues, renovating acquired venues or constructing new venues and could require significant investment. In pursuing such an expansion strategy, we will face risks, potentially including risks associated with the construction of new facilities or renovations of existing facilities, such as cost overruns and construction delays, risks associated with financing, such as the potential lack of availability of adequate financing to commence or complete an acquisition, development or renovation, risks associated with operating in new markets and the risk that we may lose all or a part of our investment in any additional venues.

Risks Relating to Our Media Business

Our Media Business Faces Intense and Wide-Ranging Competition.

Our media business competes, in certain respects and to varying degrees, for viewers and advertisers with other programming networks, pay-per-view, video on demand, and other content offered on cable television and other programming distribution systems. We also compete for viewers and advertisers with other television networks, radio, motion picture theaters, home video, the Internet, mobile media and other sources of information and entertainment and advertising services. Important competitive factors are the prices charged for programming, the quantity, quality (in particular, the on-court and on-ice performance of our sports teams as well as other teams whose media rights we control) and the variety of the programming offered and the effectiveness of marketing efforts.

The competitive environment in which our media business operates may be affected by technological developments. It is difficult to predict the future effect of technology on many of the factors affecting our competitive position. For example, data compression technology has made it possible for most programming distributors to increase their channel capacity, which may reduce the competition among programming networks and broadcasters for channel space. On the other hand, the addition of channel space could also increase competition for desired entertainment and sports programming and ultimately, for viewing by subscribers. As more channel space becomes available, maintaining and/or enhancing the position of our programming networks in the most favorable tiers of these distributors would be an important goal that we might not achieve. Additionally, video content delivered directly to viewers over the Internet competes with our programming networks for viewership.

With respect to advertising services, factors affecting the degree and extent of competition include prices, reach and audience demographics among others. Some of our competitors are large companies that have greater financial resources available to them than we do which could impact our programming viewership and the resulting advertising sales by our media business.

 

28


Table of Contents

The Success of Our Media Business Also Depends on Affiliation Fees, and on the Existence of Agreements with a Limited Number of Distributors for Our Programming.

Our media business derives much of its revenues from affiliation fees paid by cable television operators, satellite operators and other operators (which we collectively refer to as “Distributors”) that provide video service and sales of advertising. Changes in affiliation fee revenues result from a combination of changes in rates and changes in subscriber counts, factors that may be largely out of our control.

Our success is also dependent upon the existence and terms of agreements between our programming networks and Distributors. Existing affiliation agreements of our programming networks expire at various dates. Although historically we have generally been able to secure distribution of our programming networks, we cannot assure you that we will be able to renew these affiliation agreements, or to obtain terms similar to our existing agreements in the event of a renewal. For example, in 2010 DISH Network dropped carriage of all of our programming networks. See “Item 7. Management’s Discussion and Analysis of Financial Condition — Results of Operations — Comparison of Year Ended December 31, 2010 versus the Year Ended December 31, 2009 — Consolidated Results of Operations.” Our affiliation agreements for the MSG Networks generally require us to meet certain content criteria, such as minimum thresholds for professional event telecasts throughout the year. If we were unable to meet these thresholds, we could become subject to remedies available to the Distributors, which may include fee reductions and/or termination of these agreements in some cases. In addition, under certain circumstances, an existing affiliation agreement may expire and the parties may have not finalized negotiations of either a renewal of that agreement or a new agreement for certain periods of time. Under these circumstances, an affiliate may continue to carry and pay for the service under oral or written interim agreements until execution of definitive replacement agreements or renewal.

The loss of any of our significant Distributors or the failure to renew on terms similar to our existing agreements could severely impact our business and results of operations. In addition, in some cases, if a Distributor is acquired, the affiliation agreement of the acquiring Distributor will govern following the acquisition. In those circumstances, the acquisition of a Distributor that is a party to one or more affiliation agreements with us on terms that are more favorable to us could have a material negative impact on our business and results of operations.

We Derive Substantial Revenues from the Sale of Advertising Time and Those Revenues Are Subject to a Number of Factors, Many of Which Are Beyond Our Control.

Our media business is dependent on advertising revenues, which, in turn, depend on a number of factors, many of which are beyond our control, such as the health of the economy in the markets our businesses serve and in the nation as a whole, general economic trends in the advertising industry, the popularity of our programming, the activities of our competitors, including increased competition from other forms of advertising-based media (such as newspapers, cable television, Internet and radio), technological developments (such as use of digital video recorders) and consumer adoption thereof, consumer budgeting and buying patterns, extent of distribution and team performance. A continuing decline in the economic prospects of advertisers or the economy in general could alter current or prospective advertisers’ spending priorities, which could cause our revenues and operating results to decline significantly in any given period. In addition, we cannot assure that our programming will achieve favorable ratings. Our ratings depend partly upon unpredictable and volatile factors beyond our control, such as viewer preferences, competing programming and the availability of other entertainment activities. A shift in viewer preferences could cause our advertising revenues to decline as a result of changes to the ratings for our programming.

Our Rights Agreements with Various Professional Sports Teams that We Do Not Own Have Varying Durations and Renewal Terms and We May Be Unable to Renew Those Agreements on Acceptable Terms.

In addition to carrying the games of the Knicks, Rangers and Liberty, our media business has rights agreements with other professional sports teams that we do not control. We may seek renewal of these contracts and, if we do

 

29


Table of Contents

so, we may be outbid by competing networks for these contracts or the renewal costs could substantially exceed our costs under the current contracts. One or more of these teams may seek to establish their own programming network or join a competitor’s network and, in certain circumstances, we may not have an opportunity to bid for the rights. Moreover, the value of these contracts may also be affected by various league decisions and/or league agreements that we may not be able to control, including a decision to alter the number of games played during a season. The value of these rights can also be affected, or we could lose such rights entirely, if a team is liquidated, undergoes reorganization in bankruptcy or relocates to an area where it is not possible or commercially feasible for us to continue to distribute games. Any loss or diminution in the value of rights could impact the extent of the sports coverage offered by us and could materially negatively affect our affiliation fee and advertising revenues. In addition, our distribution agreements typically include certain remedies in the event our MSG Networks fail to meet a minimum number of professional events, and, accordingly, any loss of rights could materially negatively affect our business.

Each league’s governing body has imposed a number of rules, regulations, guidelines, bulletins, directives, policies and agreements upon its teams, including the teams we carry on our MSG Networks. Changes to these provisions could materially negatively affect our business.

We May Be Unable to Obtain Programming from Third Parties on Reasonable Terms or at All.

We rely on third parties for sports, music and other programming for our programming networks. We compete with other distributors of programming, including other programming networks, to acquire the rights to distribute such programming. If we fail to continue to obtain sports, music and other programming for our programming networks on reasonable terms for any reason, including as a result of competition, we could be forced to incur additional costs to acquire such programming or look for alternative programming, which may have a material negative effect on our business, results of operations and cash flows.

General Risks

Our Business Has Been Adversely Impacted and May, in the Future, Be Materially Impacted by the Economic Downturn and Financial Instability.

Our businesses depend upon the ability and willingness of consumers and businesses to purchase tickets (including season tickets) or to license suites at our facilities and to spend on concessions and merchandise, and upon advertising revenues. As a result, instability and continued weakness of the U.S. and global economies and the negative effects on consumers’ discretionary spending may negatively affect our revenues.

Our Business Could Be Adversely Affected by Terrorist Activity or the Threat of Terrorist Activity and Other Developments that Discourage Congregation at Prominent Places of Public Assembly.

The venues we operate, like all prominent places of public assembly, could be the target of terrorist activities. The success of our businesses is dependent upon the willingness of patrons to attend events at our venues. Terrorist activity at other locations, or even the threat of terrorist activity, could result in reduced attendance at our venues. Similarly, a major epidemic or pandemic, or the threat of such an event, could adversely affect attendance at our events.

Our Businesses Are Substantially Dependent on the Continued Popularity and/or Competitive Success of the Knicks and Rangers, Which Cannot Be Assured.

Our financial results have historically been dependent on, and are expected to continue to depend in large part on, the Knicks and Rangers remaining popular with our fan bases and, in varying degrees, on the teams achieving on-court and on-ice success, which can generate fan enthusiasm, resulting in sustained ticket, premium seating, suite, concession and merchandise sales during the regular season, greater shares of total viewership and increased advertising sales. Furthermore, success in the regular season may qualify a team for participation in post-season playoffs, which provides us with additional revenue by increasing the number of games played by

 

30


Table of Contents

our teams and, more importantly, by generating increased excitement and interest in our teams, which can improve attendance and viewership in subsequent seasons. There can be no assurance that any sports teams, including the Knicks and Rangers, will compete in post-season play in 2011 or thereafter.

We Have Undertaken an Extensive Transformation of The Garden, the Cost, Timing and Revenue Impact of Which Are Uncertain.

We are pursuing a major renovation of The Garden, which we refer to as the Transformation. As with any major renovation project, the Transformation is subject to potential unexpected delays, costs or other problems. Depending upon the severity and timing, such events could materially and negatively affect our business, results of operations and cash flows. The Transformation is discussed in greater detail under “Item 7. Management’s Discussion and Analysis of Financial Condition — Liquidity and Capital Resources”.

In order to most efficiently and effectively complete the Transformation, it will remain a year-round project. Our goal is to minimize disruption to current operations and, to achieve this, we plan for The Garden to remain open for the Knicks’ and Rangers’ regular seasons and playoffs. We plan to close The Garden and The Theater at Madison Square Garden after the conclusion of the Knicks’ and Rangers’ seasons, including the playoffs in each of the 2011, 2012 and 2013 calendar years. The outcome of the Knicks’ and Rangers’ seasons will determine when the venues will close. Given that we cannot know in advance when those seasons will end, we are generally not booking live entertainment or other sporting events from a period commencing in April and ending in October. We are also currently not planning to host pre-season Rangers’ games in 2011 at The Garden. Consequently, we expect to lose revenues as a result of this schedule.

As we prepare to transform the lower bowl of The Garden, with the help of our project manager, construction manager and architect, we continue to refine our near-term construction phasing. For example, we have accelerated portions of the construction work, previously planned for this upcoming off-season, earlier into calendar 2011 while the building is still in use for events. While this initiative increases overall project costs, we believe it is advisable to accelerate work where we can do so, given the complexity of the project and the benefits of reducing some scheduling pressure on our off-season months. We have been able to accomplish this effort while minimizing disruption to our customers. In addition to shifting forward portions of the construction work, we are about to enter into our first off-season shutdown, after which we will gain important experience and knowledge related to the project. While we have previously provided a range of projected construction costs for the Transformation project, we believe it would be imprudent and premature to provide an estimate at this time. Rather, for planning and liquidity purposes, and to be prudent and cautious, we are factoring in a reserve, which may or may not be entirely necessary, that is 15% above the high-end of the previously provided cost range of $850 million.

The Transformation is expected to help generate enhanced revenues and adjusted operating cash flows for the Company in the future. There can be no assurance that we will achieve these increases. In addition, unexpected delays or disruptions in the construction schedule could result in delays in achieving increased revenues or result in increased costs of the project or other losses.

We Do Not Own All of Our Venues and Our Failure to Renew Our Leases or Booking Agreement on Economically Attractive Terms Could Have an Adverse Effect on Our Business.

The lease on Radio City Music Hall expires in 2023. We have the option to renew the lease for an additional ten years by providing two years’ notice prior to the initial expiration date. Similarly, we lease the Beacon Theatre pursuant to a lease that expires in 2026. We have entered into a booking agreement in respect of the Wang Theatre in Boston. Our booking agreement expires in 2019 and we have the option to renew the agreement at that time for an additional ten years. If we are unable to renew these leases or the booking agreement on economically attractive terms, our business could be adversely affected.

 

31


Table of Contents

We Are Subject to Extensive Governmental Regulation and Our Failure to Comply with These Regulations Could Negatively Affect our Business, Results of Operations and Financial Condition.

Our operations are subject to federal, state and local laws and regulations.

Our programming business is subject to direct and indirect government regulation, in part as a result of federal communications laws and FCC regulations applicable because of Cablevision’s and our common directors, officers, and shareholders. For FCC purposes, the common directors and five percent or greater shareholders of Cablevision and Madison Square Garden are deemed to hold attributable interests in each of the companies. As a result, certain regulations applicable to a programming network affiliated with a cable television operator apply to Madison Square Garden. This affiliation may also limit the activities or strategic business alternatives available to Madison Square Garden, including the ability to own or operate media properties we do not presently own or operate. Other FCC regulations, although imposed on cable television operators and satellite operators, affect programming networks indirectly. See “Item 1. Business — Regulation — Regulation of Our Media Business”. Legislative enactments, court actions, and federal regulatory proceedings could materially affect our programming business by modifying the rates, terms, and conditions under which we offer our programming services to distributors and the public, or otherwise materially affect the range of our activities or strategic business alternatives. We cannot predict the likelihood or results of any such legislative, judicial, or regulatory actions.

We hold liquor licenses at each of our venues and are subject to licensing requirements with respect to the sale of alcoholic beverages in the jurisdictions in which we serve those beverages. Failure to receive or retain, or the suspension of, liquor licenses or permits could interrupt or terminate our ability to serve alcoholic beverages at the applicable venue and could have a materially negative effect on our results of operations. Additional regulation relating to liquor licenses may limit our activities in the future or significantly increase the cost of compliance, or both. In the jurisdictions in which our venues are located, we are subject to statutes that generally provide that serving alcohol to a visibly intoxicated or minor patron is a violation of the law. Our liability insurance coverage may not be adequate or available to cover any potential liability. See “Item 3. Legal Proceedings”.

We and our venues are subject to environmental laws and regulations relating to the use, disposal, storage, emission and release of hazardous and non-hazardous substances, as well as zoning and noise level restrictions which may affect, among other things, the operations of our venues. Additionally, certain laws and regulations could hold us strictly, jointly and severally responsible for the remediation of hazardous substance contamination at our facilities or at third-party waste disposal sites, and could hold us responsible for any personal or property damage related to any contamination. Any requirements to dispose of, or remediate, such hazardous or non-hazardous materials and any associated costs and impact on operations of such efforts may be heightened as a result of the purchase, construction or renovation of a venue, including the Transformation.

Our venues are subject to zoning regulations including permits relating to operation of The Garden. The Madison Square Garden Arena operates under a zoning special permit granted by the New York City Planning Commission in 1963, which is scheduled to expire in 2013. There can be no assurance regarding renewal or the terms thereof.

Our businesses are, and may in the future be, subject to a variety of other laws and regulations, including licensing, permitting, and historic designation and similar requirements; working conditions, labor, immigration and employment laws; health, safety and sanitation requirements; compliance with the Americans With Disabilities Act; and privacy laws.

Our failure to comply with applicable governmental laws and regulations could have a material negative effect on our business, results of operations and cash flows.

 

32


Table of Contents

Our Properties Are Subject to, and Benefit from, Certain Easements, the Availability of Which May Not Continue on Terms Favorable to Us or at All.

Our properties are subject to, and benefit from, certain easements. For example, the “breezeway” into the Madison Square Garden Complex from Seventh Avenue in New York City is a significant easement that we share with other property owners. Our ability to continue to utilize this and other easements, including for advertising purposes, requires us to comply with a number of conditions. Moreover, certain adjoining property owners have easements over our property, which we are required to maintain so long as those property owners meet certain conditions. It is possible that we will be unable to continue to access or maintain any easements on terms favorable to us, or at all, which could have a material negative effect on our business, results of operations and cash flows.

Our Business Benefits from a New York City Real Estate Tax Exemption, Which Could be Changed or Withdrawn.

Many arenas, ballparks and stadiums nationally and in New York City have received significant public support, including tax exempt financing, other tax benefits, direct subsidies and other contributions, including for public infrastructure critical to the facilities such as parking lots and transit improvements. Our Madison Square Garden Complex benefits from a more limited real estate tax exemption pursuant to an agreement with the City of New York, subject to certain conditions, and legislation enacted by the State of New York in 1982. For 2010, this tax exemption resulted in an annual after-tax benefit to net income of approximately $7.4 million. From time to time there have been calls to repeal or amend the tax exemption. Repeal or amendment would require legislative action by New York State. There can be no assurance that the tax exemption will not be amended in a manner adverse to us or repealed in its entirety, either of which would have a material negative effect on our business, results of operations and cash flows.

We May Require Financing to Fund Our Ongoing Operations and Capital Expenditures, Including Our Transformation of The Garden, the Availability of Which is Highly Uncertain.

The capital and credit markets have experienced extreme volatility and disruption in recent years. Such markets can exert extreme downward pressure on stock prices and upward pressure on the cost of new debt capital and can severely restrict credit availability for most issuers.

Our business has been characterized by significant expenditures for properties and businesses, for renovations and for productions. In particular, our Transformation of The Garden will require significant cash resources. In the future we may also engage in similar transactions and such transactions may depend on our ability to obtain financing. We may also seek financing to fund our ongoing operations.

Although we have a credit facility (see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Financing Agreements”), our ability to draw on any such facility will depend on our ability to meet certain financial tests and other conditions. In addition, there can be no assurance that we will be able to refinance any such facility in the future or raise any required additional capital or do so on favorable terms. Depending upon conditions in the financial markets, we may not be able to raise additional capital on favorable terms, or at all. In addition, as described above, the leagues in which our sports teams compete may have, under certain circumstances, approval rights over certain financing transactions, and in connection with those rights, could affect our ability to obtain such financing. If we are unable to pursue our current and future spending programs, we may be forced to cancel or scale back those programs. Our choice of which spending programs to cancel or reduce may be limited, although we do not currently anticipate that unavailability of financing in any circumstances would materially affect our spending on player salaries in any respect. Failure to successfully pursue our capital expenditure and other spending plans could materially and negatively affect our ability to compete effectively.

 

33


Table of Contents

Our Business Is Subject to Seasonal Fluctuations.

The revenues of our MSG Sports and MSG Entertainment segments tend to be seasonal. For example, because 39% of our MSG Entertainment segment’s revenues and 10% of our consolidated revenues in 2010, net of intersegment eliminations, were derived from our Radio City Christmas Spectacular franchise, the revenues of our MSG Entertainment segment are highest in the calendar fourth quarter when these performances primarily occur. As a result, MSG Entertainment earns a disproportionate amount of its revenue and operating income in the calendar fourth quarter of each year. Similarly, because of the nature of the NBA and NHL playing seasons, revenues from our sports teams are concentrated in the first and last quarters of each calendar year. Revenues from our business on a consolidated basis tend to be at their lowest in the second and third quarters of the calendar year.

Organized Labor Matters Could Negatively Impact Our Business and Our Results of Operations.

Our business is dependent upon the efforts of unionized workers. Any labor disputes, such as strikes or lockouts, with the unions with which we have collective bargaining agreements could have a material negative effect on our business, results of operations and cash flows (including our ability to produce or present concerts, theatrical productions, sporting events and television programming).

The NHL players and the NBA players are covered by collective bargaining agreements between the NHL Players’ Association and the NHL and between the National Basketball Players Association (“NBPA”) and the NBA, respectively. Both the NHL and the NBA have experienced labor difficulties in the past and may have labor issues in the future. Labor difficulties may include players’ strikes or management lockouts. In 1992, the NHL Players’ Association conducted a 10-day strike. A lockout during the 1994-95 NHL season resulted in the regular season being shortened from 84 to 48 games. A lockout beginning in September 2004 resulted in the cancellation of the entire 2004-05 NHL season. The current NHL collective bargaining agreement was last negotiated in 2005 and expires in September 2012. The NBA has also experienced labor difficulties, including a lockout during the 1998-99 season, which resulted in the regular season being shortened from 82 to 50 games.

NBA players, including those who play for the Knicks, are covered by a collective bargaining agreement between the NBA and the NBPA that is in effect through June 30, 2011. Since the summer of 2009, the NBA and the NBPA have been engaged in negotiations for a successor collective bargaining agreement. If these efforts are unsuccessful there is the potential for a work stoppage effective July 1, 2011, which could result in the loss of scheduled NBA games beginning with the 2011-12 NBA season. Although the ultimate outcome of this matter cannot be determined at this time, depending on its duration, the loss of games as a result of the absence of a collective bargaining agreement may have a material negative effect on our business, results of operations and cash flows.

The Unavailability of Satellites, Facilities and/or Systems upon Which We Rely Could Have a Material Negative Affect on Our Business or Results of Operations.

We use satellite and other systems to transmit our program services to Distributors. The distribution facilities include uplinks, communications satellites and downlinks. Notwithstanding back-up and redundant systems, transmissions may be disrupted, including as a result of disasters that impair uplinks, downlinks or transmission facilities or the impairment of satellite or terrestrial facilities. Currently, there are a limited number of communications satellites available for the transmission of programming. If a disruption occurs, we may not be able to secure alternate distribution facilities in a timely manner. In addition, we rely upon various third-party software or systems in the operation of our business, including, with respect to credit card processing, point of sale transactions, ticket sales, database, inventory, human resource management and financial systems. From time to time, certain of these arrangements may not be covered by long-term agreements. The failure or unavailability of distribution facilities or these third-party services, depending upon its severity and duration, could have a material negative effect on our business, results of operations and cash flows.

 

34


Table of Contents

We May Have a Significant Indemnity Obligation to Cablevision if the Distribution Is Treated as a Taxable Transaction.

Prior to the Distribution, Cablevision received a private letter ruling from the Internal Revenue Service (“IRS”) to the effect that, among other things, the Distribution and certain related transactions would qualify for tax-free treatment under the Internal Revenue Code of 1986, as amended (the “Code”).

Although a private letter ruling from the IRS generally is binding on the IRS, if the factual representations or assumptions made in the letter ruling request were untrue or incomplete in any material respect, Cablevision would not be able to rely on the ruling. Furthermore, the IRS will not rule on whether the Distribution satisfies certain requirements necessary to obtain tax-free treatment under the Code. Rather, the ruling was based upon representations by Cablevision that these conditions were satisfied, and any inaccuracy in such representations could invalidate the ruling.

If the Distribution does not qualify for tax-free treatment for U.S. federal income tax purposes, then, in general, Cablevision would be subject to tax as if it had sold the common stock of our Company in a taxable sale for its fair market value. Cablevision’s shareholders would be subject to tax as if they had received a distribution equal to the fair market value of our common stock that was distributed to them, which generally would be treated first as a taxable dividend to the extent of Cablevision’s earnings and profits, then as a non-taxable return of capital to the extent of each shareholder’s tax basis in his or her Cablevision stock and thereafter as capital gain with respect to the remaining value. It is expected that the amount of any such taxes to Cablevision’s shareholders and Cablevision would be substantial.

As part of the Distribution we have entered into a Tax Disaffiliation Agreement with Cablevision, which sets out each party’s rights and obligations with respect to deficiencies and refunds, if any, of federal, state, local or foreign taxes for periods before and after the Distribution and related matters such as the filing of tax returns and the conduct of IRS and other audits. Pursuant to the Tax Disaffiliation Agreement, we are required to indemnify Cablevision for losses and tax liabilities of Cablevision that result from the breach of certain covenants that could cause the Distribution to be treated as a taxable transaction. These covenants include certain acquisitions of our stock or assets by us or third parties. If we are required to indemnify Cablevision under the circumstances set forth in the Tax Disaffiliation Agreement, we may be subject to substantial liabilities, which could have a material negative effect on our business, results of operations and cash flows.

The Tax Rules Applicable to the Distribution May Restrict Us from Engaging in Certain Corporate Transactions or from Raising Equity Capital Beyond Certain Thresholds for a Period of Time After the Distribution.

To preserve the tax-free treatment of the Distribution to Cablevision and its shareholders, under the Tax Disaffiliation Agreement with Cablevision, for the two-year period following the Distribution, we are subject to restrictions with respect to:

 

   

entering into any transaction pursuant to which 50% or more of our shares or assets would be acquired, whether by merger or otherwise, unless certain tests are met;

 

   

issuing equity securities, if any such issuances would, in the aggregate, constitute 50% or more of the voting power or value of our capital stock;

 

   

certain repurchases of our common shares;

 

   

ceasing to actively conduct our business;

 

   

amendments to our organizational documents (i) affecting the relative voting rights of our stock or (ii) converting one class of our stock to another;

 

35


Table of Contents
   

liquidating or partially liquidating; and

 

   

taking any other action that prevents the Distribution and related transactions from being tax-free.

These restrictions may limit our ability during such period to pursue strategic transactions of a certain magnitude that otherwise might increase the value of our business. These restrictions may also limit our ability to raise significant amounts of cash through the issuance of stock, especially if our stock price were to suffer substantial declines, or through the sale of certain of our assets.

Our Historical Financial Results as a Business Segment of Cablevision May Not Be Representative of Our Results as a Separate, Stand-Alone Company.

Certain of the historical financial information we have included in this Annual Report on Form 10-K has been derived from the consolidated financial statements and accounting records of Cablevision and does not necessarily reflect what our financial position, results of operations or cash flows would have been had we been a separate, stand-alone company during the periods presented. Although Cablevision did account for our Company as a business segment, we were not operated as a separate, stand-alone company for the historical periods presented other than 2010. The historical costs and expenses reflected in our consolidated financial statements include an allocation for certain corporate functions historically provided by Cablevision, including general corporate expenses and employee benefits and incentives. These allocations were based on what we and Cablevision considered to be reasonable reflections of the historical utilization levels of these services required in support of our business. The historical information does not necessarily indicate what our results of operations, financial position, cash flows or costs and expenses will be in the future.

In Connection with the Distribution, We Rely on Cablevision’s Performance Under Various Agreements.

In connection with the Distribution, we entered into various agreements with Cablevision, including a Distribution Agreement, a Tax Disaffiliation Agreement, a Transition Services Agreement, an Employee Matters Agreement and certain other related party agreements and arrangements. These agreements govern our relationship with Cablevision subsequent to the Distribution and provide for the allocation of employee benefits, taxes and certain other liabilities and obligations attributable to periods prior to the Distribution. These agreements also include arrangements with respect to transition services and a number of on-going commercial relationships. The Distribution Agreement includes an agreement that we and Cablevision agree to provide each other with indemnities with respect to liabilities arising out of the businesses that were transferred to us by Cablevision. We are also party to other arrangements with Cablevision, such as affiliation agreements covering the MSG Networks and Fuse. We and Cablevision rely on the other to perform its obligations under these agreements. If Cablevision were to breach or to be unable to satisfy its material obligations under these agreements, including a failure to satisfy its indemnification obligations, we could suffer operational difficulties or significant losses.

We Are Controlled by the Dolan Family.

We have two classes of common stock:

 

   

Class B Common Stock, which is generally entitled to ten votes per share and is entitled collectively to elect 75% of our Board of Directors, and

 

   

Class A Common Stock, which is entitled to one vote per share and is entitled collectively to elect the remaining 25% of our Board of Directors.

As of February 28, 2011, the Dolan family, including trusts for the benefit of members of the Dolan family, collectively own all of our Class B Common Stock, less than 3.5% of our outstanding Class A Common Stock and approximately 70% of the total voting power of all our outstanding common stock. Of this amount, Charles F. Dolan, a director and the father of the Executive Chairman, and his spouse control approximately 46% of our

 

36


Table of Contents

outstanding Class B Common Stock, less than 1% of our outstanding Class A Common Stock and approximately 22% of the total voting power of all our outstanding common stock. The members of the Dolan family holding Class B Common Stock have executed a voting agreement that has the effect of causing the voting power of the holders of our Class B Common Stock to be cast as a block with respect to all matters to be voted on by holders of Class B Common Stock. The Dolan family is able to prevent a change in control of our Company and no person interested in acquiring us will be able to do so without obtaining the consent of the Dolan family.

Charles F. Dolan, members of his family and certain related family entities, by virtue of their stock ownership, have the power to elect all of our directors subject to election by holders of Class B Common Stock and are able collectively to control stockholder decisions on matters on which holders of all classes of our common stock vote together as a single class. These matters could include the amendment of some provisions of our certificate of incorporation and the approval of fundamental corporate transactions.

In addition, the affirmative vote or consent of the holders of at least 66 2/3% of the outstanding shares of the Class B Common Stock, voting separately as a class, is required to approve:

 

   

the authorization or issuance of any additional shares of Class B Common Stock, and

 

   

any amendment, alteration or repeal of any of the provisions of our certificate of incorporation that adversely affects the powers, preferences or rights of the Class B Common Stock.

As a result, Charles F. Dolan, members of his family and certain related family entities also collectively have the power to prevent such issuance or amendment.

We Have Elected to Be a “controlled company” for The NASDAQ Stock Market LLC Purposes Which Allows Us Not to Comply with All of the Corporate Governance Rules of The NASDAQ Stock Market LLC.

Charles F. Dolan, members of his family and certain related family entities have entered into a Stockholders Agreement relating, among other things, to the voting of their shares of our Class B Common Stock. As a result, we are a “controlled company” under the corporate governance rules of The NASDAQ Stock Market LLC (“NASDAQ”) and our Board of Directors, as permitted by NASDAQ rules, has elected not to comply with the corporate governance rules of NASDAQ requiring: (i) a majority of independent directors on our Board and (ii) an independent corporate governance and nominating committee.

Future Stock Sales, Including as a Result of the Exercising of Registration Rights by Certain of Our Shareholders, Could Adversely Affect the Trading Price of Our Class A Common Stock.

Certain parties have registration rights covering a portion of our shares. We have entered into registration rights agreements with Charles F. Dolan, members of his family, certain Dolan family interests and the Dolan Family Foundations that provide them with “demand” and “piggyback” registration rights with respect to approximately 15 million shares of Class A Common Stock, including shares issuable upon conversion of shares of Class B Common Stock. Sales of a substantial number of shares of Class A Common Stock could adversely affect the market price of the Class A Common Stock and could impair our future ability to raise capital through an offering of our equity securities.

Transfers and Ownership of Our Common Stock Are Subject to Restrictions Under Rules of the NBA and the NHL and Our Certificate of Incorporation Provides Us with Remedies Against Holders Who Don’t Comply with Those Restrictions.

The Company is the owner of professional sports franchises in the NBA and the NHL. As a result, transfers and ownership of our Common Stock are subject to certain restrictions under the constituent documents of the NBA and the NHL as well as the Company’s consent agreements with the NBA and the NHL in connection with their approval of the Distribution. These restrictions are described under “Description of Capital Stock Class A Common

 

37


Table of Contents

Stock and Class B Common Stock Transfer Restrictions” in our registration statement on Form 10 filed with the Securities and Exchange Commission. In order to protect the Company and its NBA and NHL franchises from sanctions that might be imposed by the NBA or the NHL as a result of violations of these restrictions, our amended and restated certificate of incorporation provides that if a transfer of shares of our Common Stock to a person or the ownership of shares of our Common Stock by a person requires approval or other action by a league and such approval or other action was not obtained or taken as required, the Company shall have the right by written notice to the holder to require the holder to dispose of the shares of Common Stock which triggered the need for such approval. If a holder fails to comply with such a notice, in addition to any other remedies that may be available, the Company may redeem the shares at 85% of the fair market value of those shares.

We Share Certain Key Executives and Directors with Cablevision Which Means Those Executives Will Not Devote Their Full Time and Attention to Our Affairs and the Overlap May Give Rise to Conflicts.

Our Executive Chairman, James L. Dolan, also serves as the President and Chief Executive Officer of Cablevision and our President and Chief Executive Officer, Hank J. Ratner also serves as a Vice Chairman of Cablevision. This arrangement is similar to the historical situation whereby Messrs. Dolan and Ratner have served as senior officers of both companies. As a result, the two most senior officers of the Company do not devote their full time and attention to the Company’s affairs. In addition, nine members of our Board of Directors are also directors of Cablevision, and several of our directors serve as employees of Cablevision concurrently with their service on our Board of Directors. These officers and directors may have actual or apparent conflicts of interest with respect to matters involving or affecting each company. For example, the potential for a conflict of interest exists when we or Cablevision look at acquisitions and other corporate opportunities that may be suitable for both companies. Also, conflicts may arise if there are issues or disputes under the commercial arrangements that exist between Cablevision and us. In addition, certain of our directors and officers own Cablevision stock and options to purchase Cablevision stock, as well as cash performance awards with any payout based on Cablevision’s performance, including Messrs. Dolan and Ratner. These ownership interests could create actual, apparent or potential conflicts of interest when these individuals are faced with decisions that could have different implications for our Company and Cablevision. See “Certain Relationships and Related Party Transactions — Certain Relationships and Potential Conflicts of Interest” in our registration statement on Form 10 filed with the Securities and Exchange Commission for a discussion of certain procedures we instituted to help ameliorate such potential conflicts that may arise.

Our Overlapping Directors and Executive Officers with Cablevision May Result in the Diversion of Corporate Opportunities and Other Conflicts to Cablevision and Provisions in Our Amended and Restated Certificate of Incorporation May Provide Us No Remedy in That Circumstance.

The Company’s amended and restated certificate of incorporation acknowledges that directors and officers of the Company may also be serving as directors, officers, employees, consultants or agents of Cablevision and its subsidiaries and that the Company may engage in material business transactions with such entities. The Company has renounced its rights to certain business opportunities and the Company’s amended and restated certificate of incorporation provides that no director or officer of the Company who is also serving as a director, officer, employee, consultant or agent of Cablevision and its subsidiaries will be liable to the Company or its shareholders for breach of any fiduciary duty that would otherwise exist by reason of the fact that any such individual directs a corporate opportunity (other than certain limited types of opportunities set forth in our certificate of incorporation) to Cablevision or any of its subsidiaries instead of the Company, or does not refer or communicate information regarding such corporate opportunities to the Company. These provisions in our amended and restated certificate of incorporation also expressly validate certain contracts, agreements, assignments and transactions (and amendments, modifications or terminations thereof) between the Company and Cablevision and/or any of its subsidiaries and, to the fullest extent permitted by law, provide that the actions of the overlapping directors or officers in connection therewith are not breaches of fiduciary duties owed to the Company, any of its subsidiaries or their respective shareholders. See “Description of Capital Stock — Certain Corporate Opportunities and Conflicts” in our registration statement on Form 10 filed with the Securities and Exchange Commission.

 

38


Table of Contents

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We own the Madison Square Garden Complex (with a maximum capacity of approximately 21,000 seats in The Garden), including The Theater at Madison Square Garden (approximately 5,600 seats) in New York City, comprising approximately 985,600 square feet; a training center in Greenburgh, New York with approximately 105,000 square feet of space; and The Chicago Theatre (approximately 3,600 seats) in Chicago comprising approximately 72,600 square feet.

Significant properties that are leased in New York City include approximately 376,000 square feet housing Madison Square Garden’s administrative and executive offices and certain studio space, approximately 577,000 square feet comprising Radio City Music Hall (approximately 6,000 seats) and approximately 57,000 square feet comprising the Beacon Theatre (approximately 2,800 seats). We also lease approximately 13,000 square feet of warehouse space in Jersey City, New Jersey and storage space in various other locations. For more information on our venues, see “Item 1. Business — Our Venues.”

Our Madison Square Garden Complex is subject to and benefits from various easements, including the “breezeway” into Madison Square Garden from Seventh Avenue in New York City (which we share with other property owners). Our ability to continue to utilize this and other easements requires us to comply with certain conditions. Moreover, certain adjoining property owners have easements over our property, which we are required to maintain so long as those property owners meet certain conditions.

Item 3. Legal Proceedings

In March 2008, a lawsuit was filed in the United States District Court for the Southern District of New York against MSG L.P. arising out of a January 23, 2007 automobile accident involving an individual who was allegedly drinking at several different establishments prior to the accident, allegedly including at an event at The Garden. The accident resulted in the death of one person and caused serious injuries to another. The plaintiffs filed suit against MSG L.P., the driver, and a New York City bar, asserting claims under the New York Dram Shop Act and seeking unspecified compensatory and punitive damages. The Company has insurance coverage for compensatory damages and legal expenses in this matter. Discovery in the case has been completed and MSG L.P. has filed a motion for summary judgment, which is pending before the court.

In addition to the matter discussed above, 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.

 

39


Table of Contents

PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our Class A Common Stock is listed on NASDAQ under the symbol “MSG”. Our Class B Common Stock is not listed on any exchange.

As of February 28, 2011, there were 1,591 holders of record of our Class A Common Stock and 22 holders of record of our Class B Common Stock. We did not pay any dividend on our common stock during 2010 and do not expect to pay a cash dividend on our common stock for the foreseeable future.

The following tables set forth for the periods indicated the intra-day high and low sales prices per share of the MSG Class A common stock as reported on NASDAQ:

 

Year Ended December 31, 2010         High                  Low        

February 10, 2010 through March 31, 2010 (a)

  $ 22.09       $ 16.35   

Second Quarter

    22.71         18.70   

Third Quarter

    21.91         18.39   

Fourth Quarter

    25.86         20.28   

 

(a)

Madison Square Garden, Inc. became a publicly traded company on February 9, 2010 upon the distribution by Cablevision Systems Corporation to its stockholders of all of the outstanding common stock of Madison Square Garden, Inc. See Item 1. “Business” for discussion of our operating history.

On July 29, 2009, in connection with the incorporation of Madison Square Garden, Inc., Regional Programming Partners, an indirect subsidiary of Cablevision Systems Corporation, acquired 1,000 shares of common stock of Madison Square Garden, Inc. for $10.

On January 12, 2010, in connection with the Distribution and related transactions, Regional Programming Partners, an indirect subsidiary of Cablevision Systems Corporation, acquired 5,000 shares of common stock of Madison Square Garden, Inc. in consideration for contributing 100% of the outstanding stock and limited liability company interests, respectively, of Rainbow Garden Corp. and MSG Regional Holdings LLC, which in turn held, directly and indirectly, 100% of MSG L.P. On February 5, 2010, pursuant to our amended and restated certificate of incorporation, the 6,000 shares of common stock outstanding were converted to 61,913,882.25 shares of Class A Common Stock and 13,588,562.75 shares of Class B Common Stock.

 

40


Table of Contents

Item 6. Selected Financial Data

The operating and balance sheet data included in the following selected financial data table have been derived from the consolidated financial statements of Madison Square Garden, Inc. and its subsidiaries (which for periods prior to February 9, 2010, represents a combination of certain media, entertainment and sports businesses and assets that were historically owned and operated as parts of Cablevision). The financial information presented below does not necessarily reflect what our results of operations and financial position would have been if we had operated as a separate publicly-traded entity during the periods presented other than 2010. The selected financial data presented below should be read in conjunction with the annual financial statements included in Item 8. of this Annual Report on Form 10-K and with Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

     Years Ended December 31,  
             2010                     2009                     2008                     2007                     2006          
     (in thousands, except per share data)  

Operating Data:

          

Revenues

   $ 1,157,136      $ 1,062,417      $ 1,042,958      $ 1,002,182      $ 905,196   

Operating expenses:

          

Direct operating (excluding depreciation
and amortization shown below)

     686,442        682,337        724,904        635,108        637,090   

Selling, general and administrative

     279,263        273,712        270,065        243,196        222,962   

Gain on curtailment of pension plans (a)

                          (15,873 )       

Restructuring expense

                          221        143   

Depreciation and amortization

     56,907        61,336        66,231        62,223        64,995   
                                        

Operating income (loss)

     134,524        45,032        (18,242 )     77,307        (19,994

Other income (expense):

          

Interest income (expense), net

     (3,457     (1,117 )     1,919        11,607        6,212   

Miscellaneous

     3,924        2,000               (1,000     (250
                                        

Income (loss) from operations before income taxes and cumulative effect of a change in accounting principle

     134,991        45,915        (16,323 )     87,914        (14,032 )

Income tax benefit (expense)

     (51,611     (18,266 )     11,387        (45,031 )     1,173   

Cumulative effect of a change in accounting principle, net of taxes

                                 (238 )
                                        

Net income (loss)

   $ 83,380      $ 27,649      $ (4,936 )   $ 42,883      $ (13,097 )
                                        

Basic net earnings (loss) per common share (b)

   $ 1.13      $ 0.38      $ (0.07   $ 0.58      $ (0.18

Diluted net earnings (loss) per common share (b)

   $ 1.09      $ 0.38      $ (0.07   $ 0.58      $ (0.18

Weighted-average number of common shares outstanding: (b)

          

Basic

     73,864        73,309        73,309        73,309        73,309   

Diluted

     76,714        73,309        73,309        73,309        73,309   

Balance Sheet Data:

          

Advances due from Cablevision (c)

   $      $ 190,000      $ 190,000      $ 130,000      $   

Total assets

     2,197,807        2,041,499        2,000,341        1,969,321        1,891,282   

Capital lease obligations

     4,920        6,235        7,457        7,774        5,050   

Total stockholders’ equity

     1,170,924        1,106,103        1,072,623        1,072,316        999,076   

 

 

 

(a)

Gain on curtailment of pension plans relates to the amendment to freeze all benefits earned through December 31, 2007 and eliminate the ability of participants to earn benefits for future service under a certain Company-sponsored qualified defined benefit pension plan covering certain non-union employees and a Company-sponsored unfunded, non-qualified defined benefit pension plan covering certain employees who participate in the underlying qualified plan.

 

(b)

Common shares assumed to be outstanding during the years ended December 31, 2009, 2008, 2007 and 2006 totaled 73,309, representing the shares issued to Cablevision shareholders on the Distribution date for purposes of calculating EPS.

 

(c)

Represents outstanding non-interest bearing advances to a subsidiary of Cablevision. On January 28, 2010, the intercompany advances were replaced with a promissory non-amortizing note having a principal amount of $190,000 with a maturity date of June 30, 2010 and prepayment without penalty at Cablevision’s option. The note accrued interest at a rate of 3.25% per annum and was prepaid in March 2010.

 

41


Table of Contents

Item 7. 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, 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 timing and anticipated benefits of, and the inclusion of a reserve for, the comprehensive Transformation; the impact of any NBA work stoppage; and the ability to renew affiliation agreements. 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 terminations of players and other team personnel;

 

   

changes in professional sports teams’ compensation, including the impact of signing of free agents, subject to league salary caps;

 

   

the level and timing of our capital expenditures, including the comprehensive Transformation of The Garden;

 

   

the impact of the comprehensive Transformation of The Garden on our operations;

 

   

the demand for our programming among cable television systems, satellite, telephone and other multichannel distributors (which we refer to as “Distributors”), and our ability to renew affiliation agreements with them;

 

   

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

 

   

the demand for advertising time and viewer ratings for our programming;

 

   

competition, for example, from other regional sports networks, other teams and other entertainment options;

 

   

changes in laws, NBA or NHL rules, regulations, guidelines, bulletins, directives, policies and agreements (including the leagues’ respective collective bargaining agreements with their players’ associations, salary caps, NBA luxury tax thresholds and revenue sharing) or other regulations under which we operate;

 

   

any NBA or NHL work stoppage;

 

   

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, including the matters described under Item 3. “Legal Proceedings;”

 

42


Table of Contents
   

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 NBA and NHL and certain transfer restrictions on our common stocks; and

 

   

the factors described under “Risk Factors” in this Annual Report on Form 10-K.

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 audited consolidated annual financial statements and footnotes thereto included in this Annual Report on Form 10-K to help provide an understanding of our financial condition, changes in financial condition and results of our operations . Our MD&A is organized as follows:

Business Overview. This section provides a general description of our business, as well as other matters that we believe are important in understanding our results of operations and financial condition and in anticipating future trends.

Results of Operations. This section provides an analysis of our results of operations for the years ended December 31, 2010, 2009 and 2008 on both a consolidated and segment basis . Our segments are MSG Media, MSG Entertainment and MSG Sports.

Liquidity and Capital Resources. This section provides a discussion of our financial condition, as well as an analysis of our cash flows for the years ended December 31, 2010, 2009 and 2008 . The discussion of our financial condition and liquidity includes summaries of (i) our primary sources of liquidity and (ii) our contractual obligations and off balance sheet arrangements that existed at December 31, 2010.

Seasonality of Our Business. This section discusses the seasonal performance of our MSG Sports and MSG Entertainment segments .

Recently Adopted Accounting Pronouncements and Critical Accounting Policies. This section discusses accounting policies considered to be important to our financial condition and results of operations and which require significant judgment and estimates on the part of management in their application . In addition, all of our significant accounting policies, including our critical accounting policies, are discussed in the notes to our annual consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

Business Overview

Madison Square Garden is a fully-integrated media, entertainment and sports business comprised of dynamic and powerful assets and brands . Madison Square Garden’s business grew from the legendary venue widely known as “The World’s Most Famous Arena.” The Company is comprised of three business segments: MSG Media, MSG Entertainment and MSG Sports, which are strategically aligned to work together to drive our overall business, which is built on a foundation of iconic venues and compelling content, including live sports and entertainment events that we create, produce, present and/or distribute through our programming networks and other media assets. A description of our segments follows:

MSG Media

MSG Media, which represented approximately 48% of our consolidated revenues for the year ended December 31, 2010, is a leader in production and content development for multiple distribution platforms, including content originating from our venues . MSG Media consists of the MSG Networks (MSG network, MSG

 

43


Table of Contents

Plus, MSG HD and MSG Plus HD) and the Fuse Networks (Fuse and Fuse HD) . MSG Networks are home to six professional sports teams: the Knicks, Rangers, Liberty, Islanders, Devils, and Sabres, as well as to our critically acclaimed original and other programming. Programming on Fuse focuses on music-related programming, including coverage of premier artists, events and festivals, original content and high profile concerts.

MSG Media is also responsible for managing interactive initiatives across all business segments. Our interactive businesses are comprised of a group of highly targeted websites (including msg.com, thegarden.com, radiocity.com, nyknicks.com, newyorkrangers.com, knicksnow.com and fuse.tv) and wireless, video on demand and digital platforms for all Madison Square Garden properties.

Revenue Sources

Our MSG Media segment earns revenues from two primary sources: affiliation fees and advertising . Affiliation fees, which are the fees we earn from Distributors that carry our programming, constitute the significant majority of the MSG Media segment revenues . Fees paid by advertisers to show advertising during our programs make up a smaller portion of MSG Media segment overall revenues.

Affiliation Fees

We earn affiliation fees from certain Distributors, including Cablevision, that carry our programming services. The fees we receive depend largely on the demand from subscribers for our programming. Affiliation fees from Cablevision accounted for more than 10% of the Company’s consolidated revenues in each of 2010, 2009 and 2008.

Advertising Revenues

In addition to affiliation fees, we earn a smaller amount of revenue through the sale of commercial time to advertisers during our programming or through the sale of program sponsorship rights . We typically sell advertising time through our in-house staff and, to a lesser extent, through agencies.

Expenses

The principal expenses of our MSG Media segment are rights fees, which we pay to sports teams in order to carry their games and others who hold rights to the programming content (such as movies, concerts and other programming) we telecast; production costs, which include the salaries of on-air personalities, producers and technicians; and the costs of studio, broadcast and transmission facilities . We also allocate a portion of our corporate expenses to the MSG Media segment.

Programming Acquisition Costs

MSG Networks obtains telecast rights for the sports teams whose games we televise, the cost of which we recognize evenly over the term of the applicable contract or license period . We negotiate directly with the teams to determine the fee and other provisions of the rights arrangements. Rights fees for sports programming are influenced by, among other things, the size and demographics of the geographic area in which the programming is distributed, and the popularity and/or the on-court or on-ice competitiveness of a team . For purposes of reporting our segment information the rights fees we pay to the Company’s owned teams are recognized as inter-segment charges to our MSG Media segment . These inter-segment charges are eliminated in the consolidated financial statements . In addition to the rights for our Knicks, Rangers and Liberty franchises, we have long-term rights agreements in place with the Islanders, Devils and Sabres.

In addition to rights fees for sports telecasts, we must also pay to acquire the rights to carry or produce other events or programming, such as movies, concerts or specials.

 

44


Table of Contents

Production Costs

We incur direct production costs including, but not limited to the salaries of our on-air personalities, producers, directors, technicians, writers and other creative and technical staff, as well as expenses associated with maintaining studios and transmission facilities.

Marketing and Advertising Costs

We incur costs to market our media business and our programs through outdoor and newspaper advertisements, television and radio advertising and online marketing.

Factors Affecting Operating Results

The financial performance of our MSG Media segment is affected by the affiliation arrangements we are able to negotiate with Distributors and also by the advertising rates we can charge advertisers . These factors in turn depend on the popularity and/or on-court and on-ice competitiveness of the professional sports teams carried on MSG Networks and the attractiveness of the programming content generally on MSG Networks and Fuse Networks.

Due largely to our long-term rights agreements and the generally recurring nature of our affiliation arrangements, the MSG Networks have consistently produced operating profits over a number of years. See “Item 1A. Risk Factors — Risks Relating to Our Media Business — The Success of Our Media Business Also Depends on Affiliation Fees, and on the Existence of Agreements with a Limited Number of Distributors for Our Programming” and “— Results of Operations — Comparison of the Year Ended December 31, 2010 versus the Year Ended December 31, 2009 – Consolidated Results of Operations – Adjusted Operating Cash Flow” for a discussion of risks associated with our affiliation agreements and Dish Network’s refusal to carry our programming networks. Advertising revenues are less predictable and can vary based upon a number of factors, including general economic conditions.

Our MSG Media segment’s future performance is also dependent on the U.S. and global economies, the impact of direct competition, and the relative strength of our current and future advertising customers. Continuation of the economic downturn may lead to lower demand for television advertising. We have already experienced some of these effects during this economic downturn and any continuation could adversely affect our future results of operations, cash flows and financial position.

MSG Entertainment

Our MSG Entertainment segment, which, net of inter-segment revenues, represented 26% of our consolidated revenues for the year ended December 31, 2010, is one of the country’s leaders in live entertainment . Our MSG Entertainment segment creates, produces and/or presents a variety of live productions, including the Radio City Christmas Spectacular , featuring the Rockettes, which is the number one live holiday family show in America and was seen by approximately 1.7 million people in 2010. We have also co-produced or presented events by the world-renowned Cirque du Soleil, including Wintuk . We also present or host other live entertainment events in our diverse collection of venues. The scope of our collection of venues enables us to showcase acts that traverse a wide spectrum of genres and popular appeal, such as concerts, including shows by such established talents as Prince, Elton John, Phish, The Allman Brothers Band and Bruce Springsteen, as well as newer talents such as Arcade Fire, Lady Gaga, Justin Bieber, Vampire Weekend and Kings of Leon; family shows, such as Yo Gabba Gabba!, Sesame Street Live and Disney on Ice ; special events such as the Tony Awards and the Celebration of the 10 th Anniversary of “O” Magazine, and appearances by the Dalai Lama; and theatrical productions, such as Peter Pan and Annie . MSG Entertainment presents its live entertainment events to audiences at our six venues in New York, Chicago and Boston and, with respect to our touring productions, at other arenas and theatrical venues.

 

45


Table of Contents

Revenue Sources

Our primary sources of revenue in our entertainment business are ticket sales to our live audiences for events that we promote or co-promote and license fees for our venues paid by third-party promoters in connection with events that we do not produce or promote . We also derive smaller amounts of revenue from other sources, including a portion of suite license fees at The Garden, facility and ticketing fees, concessions, sponsorships, merchandising and tours of our venues . The levels of revenue and expense we record in our MSG Entertainment segment for a given event depends to a significant extent on whether we are promoting the event or are licensing our venue to a third-party promoter.

Ticket Sales and Suite Licenses

For our productions and for entertainment events in our venues that we promote, we recognize revenues from the sale of tickets to our audiences . We sell tickets to the public through our box office, on our websites and through ticket agencies . The amount of revenue we earn from ticket sales depends on the number of shows and the mix of events that we promote, the seating capacity of the venue used, the extent to which we can sell our seating capacity and our average ticket prices.

The Garden currently has 89 club suites and ten other premium seating products that are licensed annually . As a result of the Transformation of The Garden, these suites and products will be replaced with 20 Event Level suites, 58 Madison Level suites, 18 remodeled 9 th Level suites and two new club spaces, one at the Event Level and one at the Madison Level of the arena. Suite licenses at The Garden are generally sold to corporate customers pursuant to multi-year licenses . Under standard suite licenses, the licensees pay an annual license fee, which varies depending on the location of the suite . The license fee includes, for each seat in the suite, tickets for events at The Garden for which tickets are sold to the general public, subject to certain exceptions . In addition, suite holders pay for food and beverage service in their suites at The Garden . Revenues from the sale of suite licenses are shared between our MSG Entertainment and MSG Sports segments.

Venue License Fees

For entertainment events held at our venues that we do not produce or promote, we earn venue license fees from the third-party promoter of the event . These events include theatrical productions and other events, such as concerts, award shows, family shows and trade shows . The amount of license fees we charge varies by venue and by the complexity of the production, among other factors . Our fees include both the cost of renting space in our venues and costs for providing production services, such as front-of-house and back-of-house staff, including stagehands, box office staff, ushers and security staff, staging, lighting and sound, and building services.

Whether we are promoting an event or licensing our venues to a third-party promoter has a significant impact on the level of revenues and the costs that we record in our MSG Entertainment segment.

Facility and Ticketing Fees

For all public and ticketed entertainment events held in our venues, we also earn additional revenues on substantially all tickets sold, whether we promote the event or license the venue to a third party . These revenues are earned in the form of certain fees and assessments including the facility fee we charge on each ticket sold, and vary by venue.

Concessions

We sell food and beverages during substantially all entertainment events held at our venues . In addition to concession-style sales of food and beverages, which represent the majority of our concession revenues, we also provide catering for our suites at The Garden.

 

46


Table of Contents

Merchandise

We earn revenues from the sale of merchandise relating to our proprietary productions and other live entertainment events that take place at our venues . The majority of our merchandise revenues are generated through on-site sales during performances of our productions and other live events . We also generate revenues from the sales of our Radio City Christmas Spectacular merchandise, such as DVDs, CDs, and books, through traditional retail channels . Typically, revenues from our merchandise sales at our non-proprietary events relate to sales of merchandise provided by the artist, the producer or promoter of the event.

Venue Signage and Sponsorship

We earn revenues through the sale of signage space at our venues and sponsorship rights in connection with our productions and other live entertainment events . Signage revenues generally involve the sale of advertising space within The Garden during entertainment events and otherwise in our theaters.

Sponsorship rights may require us to use the name, logos and other trademarks of a sponsor in our advertising and in promotions for our venues, productions and other live entertainment events . Sponsorship arrangements may be exclusive within a particular sponsorship category or non-exclusive and generally permit a sponsor to use the name, logos and other trademarks of our productions and events in connection with their own advertising and in promotions in our venues or in the community.

Expenses

Our MSG Entertainment segment’s principal expenses are payments made to performers and co-promoters, staging costs and day-of-event costs associated with events, and advertising costs . We charge a portion of our actual expenses associated with the ownership, lease, maintenance and operation of our venues, along with a portion of our corporate expenses to our MSG Entertainment segment . However, the operating results of our MSG Entertainment segment benefit from the fact that no rent is imposed on our MSG Entertainment segment for events that it presents at our owned venues (The Garden, The Theater at Madison Square Garden and The Chicago Theatre) . We do not allocate to our segments any of the depreciation and amortization charges related to The Garden and The Theater at Madison Square Garden.

Performer Payments

Our productions are performed by talented actors, dancers, singers and entertainers . In order to attract and retain this talent, we are required to pay our performers an amount that is commensurate both with their abilities and with demand for their services from other entertainment companies. Our productions, including the Radio City Christmas Spectacular , typically feature ensemble casts (such as the Rockettes), where there is no single “headline” performer . As a result, most of our performers are paid based on a standard “scale,” pursuant to collective bargaining agreements we negotiate with the performers’ unions.

Staging Costs

Staging costs for our proprietary events as well as others that we promote include the costs of sets, lighting, display technologies, special effects, sound and all of the other technical aspects involved in presenting a live entertainment event. These costs vary substantially depending on the nature of the particular show, but tend to be highest for large-scale theatrical productions, such as the Radio City Christmas Spectacular . For concerts we promote, the performer usually provides a fully-produced show. As with performer salaries, the staging costs associated with a given production are an important factor in our determination of ticket prices.

Day-of-event Costs

For days on which MSG Entertainment stages its productions, promotes an event or provides one of our venues to a third-party promoter under a license fee arrangement, the event is charged the variable costs associated with

 

47


Table of Contents

such event, including box office personnel, stagehands, ticket takers, ushers, security, and other similar expenses. In situations where we provide our venues to a third-party promoter under a license fee arrangement, day-of-event costs are typically included in the license fees charged to the promoter.

Marketing and Advertising Costs

We incur significant costs promoting our productions and other events through outdoor and newspaper advertisements, television and radio advertising and online marketing . In light of the intense competition for entertainment events, especially in the New York metropolitan area, such expenditures are a necessity to drive interest in our productions and encourage members of the public to purchase tickets to our shows.

Touring Expenses

For productions that we take on the road, we must pay the logistical costs associated with travel and equipment, as well as fees and expenses, including the costs of venue staff, for the use of third-party venues.

Factors Affecting Operating Results

The operating results of our MSG Entertainment segment are largely dependent on the continued success of our Radio City Christmas Spectacular as well as our ability to attract concerts, family shows and other events to our venues. Our MSG Entertainment segment recognized operating losses in 2008, 2009 and 2010, in part we believe, due to the economy.

The success of the Radio City Christmas Spectacular at Radio City Music Hall has allowed us to invest in the development of the arena and theater touring versions of the show. While the New York market has begun to rebound from the economic downturn, other markets around the country have been slower to recover, impacting the touring versions of the Radio City Christmas Spectacular . As a result, we have made the decision to utilize arena tour assets at the Wang Theatre in Boston, as well as in Durham, North Carolina, in 2011. In addition, we plan to present the theater production at the Grand Ole Opry House in Nashville.

Our MSG Entertainment segment’s future performance is dependent on general economic conditions, and the effect of these conditions on our customers. The continuation of the economic downturn may lead to lower demand for suite licenses and tickets to our live productions, concerts, family shows and other events, which would also negatively affect merchandise and concession sales, as well as lower levels of sponsorship and venue signage. These conditions may also affect the level of concerts, family shows and other events that take place in the future. We have already experienced some of these effects during this economic downturn and any continuation could adversely affect our future results of operations, cash flows and financial position.

We are pursuing a strategy of opportunistically acquiring, building or obtaining control of venues in additional major markets. It is likely that any such new venues will not initially contribute to operating income, but will be expected to become operationally profitable over time. In November 2010, we entered into a contract that provides us an option to acquire the L.A. Forum, an iconic arena in Los Angeles, which we are currently considering.

As discussed in more detail below, due to the Transformation, we are generally not booking events at The Garden and The Theater at Madison Square Garden from a period commencing in April and ending in October. See “— Liquidity and Capital Resources” for discussion of the Transformation of The Garden and its potential effects on the operating results of the MSG Entertainment segment.

MSG Sports

Our MSG Sports segment, which, net of inter-segment revenues, represented 26% of our consolidated revenues for the year ended December 31, 2010, owns and operates sports franchises, including the Knicks, a founding member of the NBA, and the Rangers, one of the “original six” franchises of the NHL. MSG Sports also owns

 

48


Table of Contents

and operates the Liberty of the WNBA, one of the league’s founding franchises, and the Connecticut Whale of the AHL, which is the primary player development team for the Rangers, and is competitive in its own right in the AHL. The Knicks and Rangers play their home games at The Garden. While the Liberty have also played regular season home games at The Garden each year, due to the Transformation, the Liberty is expected to play the 2011-13 seasons at the Prudential Center in Newark, New Jersey. Our sports business also features other sports properties, including the presentation of a wide variety of live sporting events including professional boxing, college basketball (The Big East Tournament, Jimmy V Classic, Post-season NIT Finals and, on occasion, Duke University games), track and field (The Millrose Games) and tennis (The BNP Paribas Showdown).

Revenue Sources

We earn revenue in our MSG Sports segment from several primary sources: ticket sales and a portion of suite license fees at The Garden, our share of distributions from NHL and NBA league-wide national and international television contracts and other league-wide revenue sources, in-venue signage and sponsorships, concessions and merchandising . We also earn venue license fees, primarily from the rental of The Garden to third-party promoters holding their sports events at our arena . The amount of revenue we earn is influenced by many factors, including the popularity and on-court or on-ice performance of our professional sports teams and general economic conditions . Our MSG Sports segment also earns substantial fees from our MSG Media segment for the right to telecast the games of our professional sports teams . These inter-segment revenues are eliminated in our consolidated financial statements.

Ticket Sales, Suite Licenses, Venue Licenses, Facility Fees and Charges

Ticket sales constitute the largest single source of revenue for our MSG Sports segment . We sell tickets to our sports teams’ home games through season tickets, which are typically held by long-term season subscribers, and through single-game tickets, which are purchased by fans either individually or in multi-game packages . The prices of our tickets vary, depending on the sports team and the location of the seats . We generally review and set the price of our tickets before the start of each teams’ season . We also earn revenue from the sale of tickets to live sporting events that we promote other than Knicks, Rangers and Liberty games.

The Garden currently has 89 club suites and ten other premium seating products that are licensed annually . As a result of the Transformation of The Garden, these suites and products will be replaced with 20 Event Level suites, 58 Madison Level suites, 18 remodeled 9 th Level suites and two new club spaces, one at the Event Level and one at the Madison Level of the arena. Suite licenses at The Garden are generally sold to corporate customers pursuant to multi-year licenses . Under standard suite licenses, the licensees pay an annual license fee, which varies depending on the location of the suite . The license fee includes, for each seat in the suite, tickets for events at The Garden for which tickets are sold to the general public, subject to certain exceptions . In addition, suite holders pay for food and beverage service in their suite at The Garden . Revenues from the sale of suite licenses are shared between our MSG Entertainment and MSG Sports segments.

In addition to Knicks and Rangers home games, we also present at our venues other live sporting events, such as boxing matches, tennis, college basketball and track and field meets . When we act as the promoter of such events, we earn revenues from ticket sales and incur expenses associated with the event . When these events are promoted by third-party promoters, we earn revenues from the venue license fee we charge to such promoter for use of our venues . When licensing our venues, the amount recorded as revenue also includes the event’s variable costs such as the costs of front-of-house and back-of-house staffs, including union laborers, box office staff, ushers, security and building services, which we pass along to the promoter . The mix of live sporting events, including whether we are the promoter of an event or license our venues to a third-party promoter, has a significant effect on the level of revenues and event related costs that we report in our MSG Sports segment.

Our MSG Sports segment revenues also include proceeds from certain fees and assessments added to ticket prices for events held at our venues, regardless of whether we act as promoter for such events . This currently includes a facility fee on tickets to all events at our facilities, except for team season tickets and certain other limited exceptions.

 

49


Table of Contents

Telecast Rights

We earn revenue from the sale of telecast rights for our sports teams’ home and away games and also through the receipt of our share of fees paid for league-wide telecast rights, which are awarded under contracts negotiated and administered by each league.

Telecast rights for the Knicks and Rangers are held by MSG Networks, pursuant to inter-segment arrangements between our MSG Sports and MSG Media segments . The financial success of our MSG Sports segment is largely dependent on the rights fees we receive from our MSG Media segment in connection with the telecast of our Knicks and Rangers games . These inter-segment fees are eliminated in our consolidated financial statements.

National and international telecast arrangements differ by league . Fees paid by telecasters under these arrangements are pooled by each league and then generally shared equally among all teams.

Venue Signage and Sponsorships

We earn revenues through the sale of signage space at The Garden and sponsorship rights in connection with our sports teams and certain other sporting events . Our strategy is to develop marketing partnerships with world-class brands by creating customized platforms that achieve our partners’ business objectives. Signage sales generally involve the sale of advertising space within The Garden during our teams’ home games and include the sale of signage on the ice and on the boards of the hockey rink during Rangers games, courtside during Knicks and Liberty games, or on the various scoreboards and display panels at The Garden . We offer both television camera-visible and non-camera-visible signage space.

Sponsorship rights generally require us to use the name, logos and other trademarks of a sponsor in our advertising and in promotions for our sports teams and during our sports events . Sponsorship arrangements may be exclusive within a particular sponsorship category or non-exclusive and generally permit a sponsor to use the name, logos and other trademarks of our sports teams in connection with their own advertising and in promotions on-court, on-ice or in the community.

Concessions

We sell food and beverages during all sporting events held at our venues . In addition to concession-style sales of food and beverages, which represent the majority of our concession revenues, we also provide higher-end dining at our full service restaurants and catering for suites at The Garden.

Merchandise

We earn revenues from the sale of our sports teams’ merchandise both through the in-venue (and in some cases, on-line) sale of items bearing the logos or other marks of our sports teams and through our share of league distributions of royalty and other revenues from the league’s licensing of team and league trademarks, which revenues are generally shared equally among the teams in the leagues . By agreement among the teams, each of the leagues in which we operate acts as agent for the teams to license their logos and other marks, as well as the marks of the leagues, subject to certain rights retained by the teams to license these marks within their arenas and the geographic areas in which they operate.

Expenses

The most significant expenses in our MSG Sports segment are player and team personnel salaries and charges for transactions relating to players for career-ending and season-ending injuries and waivers and termination costs of players and other team personnel. We also incur costs for travel, player insurance, league operating assessments (including a 6% NBA assessment on regular season ticket sales), NHL revenue sharing and NBA luxury tax and revenue assistance . We charge a portion of our actual expenses associated with the ownership, lease, maintenance and operation of our venues, along with a portion of our corporate expenses to our MSG Sports

 

50


Table of Contents

segment . However, the operating results of our teams and our MSG Sports segment benefit from the fact that no rent charge is allocated to the teams or to our MSG Sports segment for games or other sporting events that it presents at The Garden . We do not allocate to our segments any of the depreciation and amortization charges of The Garden and The Theater at Madison Square Garden.

Player Salaries and League Assessments

The amount we pay an individual player is determined by negotiation between the player (typically represented by an agent) and us, and is generally influenced by the player’s individual playing statistics, by the amounts paid to players with comparable playing statistics by other sports teams and by restrictions in the collective bargaining agreements (“CBA”), including the salary caps . Each league is party to a CBA with the respective players association that contains restrictions on when players may move between league clubs following expiration of their contracts and what rights their current and former clubs have . Our most significant player expenses generally come from signing unrestricted free agents because players are generally able to negotiate the highest salary when they become unrestricted free agents.

The NBA CBA was last negotiated in 2005 and expires after the 2010-11 season. The NBA CBA contains a “soft” salary cap (i.e., a cap on each team’s aggregate salaries but with certain exceptions that enable teams to pay more, sometimes substantially more than the cap) . The NBA CBA also provides that players collectively receive a designated percentage of league-wide revenues as compensation (generally between 57% and 58% depending on the level of league-wide revenues and other factors), and the teams retain the remainder . This provision does not apply on a team-by-team basis and accordingly we may pay our players a higher or lower portion of our revenues than other NBA teams.

Throughout each season, NBA teams withhold a portion of each player’s salary and contribute the withheld amounts to an escrow account . If the league’s aggregate player compensation exceeds the designated percentage of league-wide revenues, some or all of such escrowed amounts are distributed equally to all NBA teams . The NBA CBA also provides for a luxury tax that is applicable to all teams with aggregate player salaries exceeding a threshold that is set prior to each season based upon league-wide revenues (as defined under the CBA) . The luxury tax is generally equal to the amount by which a team’s aggregate player salaries exceed such threshold . The aggregate luxury tax payments collected by the league are distributed in equal one-thirtieth shares to non-taxpaying teams . The NBA also has a revenue assistance program, by which a pool of funds (up to a maximum of $54,500 for the 2010-11 season) is collected from a combination of the undistributed luxury tax discussed above and contributions from teams (a portion of which is based on local team revenues) and is then distributed to lower revenue teams that meet certain operating requirements . We record our combined luxury tax and revenue assistance expense net of the amount we expect to receive from the escrow . Our net provision for these items for the year ended December 31, 2010, including luxury tax provisions related to team personnel transactions, was approximately $1,037. Whether or not we will be a net NBA luxury tax payer for the 2010-11 season will be dependent on the variables described above.

The NBA also imposes on each team a 6% assessment on regular season ticket revenue and an assessment of between 45% and 55% on playoff ticket revenue, depending on the number of home games played.

The current NHL CBA was last negotiated in 2005 and expires in 2012. The NHL CBA contains a “hard” salary cap (i.e., teams may not exceed a stated maximum that is adjusted each season based upon league-wide revenues) . The NHL CBA provides that players collectively receive a designated percentage of league-wide revenues as compensation (between 54% and 57% depending on the level of league-wide revenues), and the teams retain the remainder . This provision does not apply on a team-by-team basis and accordingly we may pay our players a higher or lower portion of our revenues than other NHL teams.

Throughout each season, NHL teams withhold a portion of each player’s salary and contribute the withheld amounts to an escrow account . If the league’s aggregate player compensation exceeds the designated percentage of league-wide revenues, some or all of the escrowed amounts are retained by the league and distributed as follows: first, to fund a portion of the revenue sharing pool as described below, then disproportionately to certain lower-payroll teams, and then to all teams in equal shares.

 

51


Table of Contents

The NHL CBA also provides for a revenue sharing plan that generally requires the distribution of a pool of funds approximating 4.5% of league-wide revenues to certain qualifying lower-revenue teams . This pool is funded from a combination of the escrow amounts discussed above, league-wide revenues, payments by teams participating in the playoffs and disproportionate contributions by the top ten revenue earning teams (based on preseason and regular season revenues) . The Rangers are consistently among the top ten revenue teams and, accordingly, contribute to this pool on a disproportionate basis . We record our revenue sharing expense net of the amount we expect to receive from the escrow . Our net provision for these items for the year ended December 31, 2010 was $1,824.

Other Expenses

Our sports teams also pay expenses associated with day-to-day operations, including for travel, equipment maintenance and selling, general and administrative expenses . Direct variable day-of-event costs incurred at The Garden, such as the costs of front-of-house and back-of-house staff, including union laborers, box office staff, ushers, security, and event production are charged to our MSG Sports segment . We charge a portion of our actual expenses associated with the ownership, lease, maintenance and operation of our venues, along with a portion of our corporate expenses to our MSG Sports segment . However, the operating results of our teams and our MSG Sports segment benefit from the fact that no rent is imposed on the teams or to the segment for use of The Garden. Operating costs of the Company’s training facility in Greenburgh, New York and the operating and maintenance costs of the aircraft that the Company owns are also charged to our MSG Sports segment . The operation of the Connecticut Whale is also a net Ranger player development expense for our MSG Sports segment.

Factors Affecting Operating Results

The operating results of our MSG Sports segment are largely dependent on the continued popularity and/or on-ice or on-court competitiveness of our Knicks and Rangers teams, which has a direct effect on ticket sales for the teams’ home games, which is each team’s largest single source of revenue.

Our MSG Sports segment has incurred operating losses in each of the last three years . These losses primarily reflect the impact of high costs for player salaries (including NBA luxury tax) and salaries of non-player team personnel . In addition, we incurred significant charges in each of those years for career-ending and season-ending injuries of players and for waivers and terminations of players and other team personnel, including team executives . Waiver and termination costs reflect our efforts to improve the competitiveness of our teams . These transactions can result in significant charges as the Company recognizes the estimated ultimate costs of these events in the periods in which they occur, although amounts due are generally paid over the remaining contract terms . For example, the expense for these items was approximately $8,700, $23,800, and $24,900 in 2010, 2009 and 2008, respectively . These expenses add to the volatility of the results of our MSG Sports segment . We expect to continue to pursue opportunities to improve the overall quality of our teams and our efforts may result in continued significant expenses and charges . Such expenses and charges may result in future operating losses for our MSG Sports segment although it is not possible to predict their timing or amount.

In addition to our MSG Sports segment’s future performance being dependent upon the continued popularity and/or on-ice or on-court competitiveness of our Knicks and Rangers teams, it is also dependent on general economic conditions, in particular those in the New York metropolitan area and the effect of these conditions on our customers. Continuation of the economic downturn may lead to lower demand for suite licenses and tickets to the games of our sports teams, which would also negatively affect merchandise and concession sales, as well as lower levels of sponsorship and venue signage revenues. These conditions may also affect the number of other live sporting events that this segment is able to present. We have already experienced some of these effects during this economic downturn and any continuation could adversely affect our future results of operations, cash flows and financial position.

See “Item 1A. Risk Factors — General Risks — Organized Labor Matters Could Negatively Impact Our Business and Our Results of Operations” for a discussion of a possible NBA work stoppage and its potential impact on the Company. The terms of any new NBA collective bargaining agreement could have a negative effect on our results of operations.

 

52


Table of Contents

Corporate Expenses

The Company’s historical results of operations reflected in our consolidated financial statements for the periods prior to the Distribution include allocations for certain corporate functions historically provided by Cablevision. These allocations were based on what the Company and Cablevision considered reasonable reflections of the historical utilization levels of these services required in support of our business. During the year ended December 31, 2010, as an independent, public company, we expanded our financial, administrative and other staff to support these new requirements. In addition, we added staff and systems to replace many of the functions previously provided by Cablevision. As a result, our corporate operating costs as a separate company, including those associated with being a publicly-traded company, were higher subsequent to the Distribution.

Impact of Current Economic Conditions

The future performance of our business segments and our Company as a whole is dependent, to a large extent, on general U.S. and global economic conditions, including capital market conditions, the impact of direct competition, our ability to manage our businesses effectively, to the degree to which audiences and fans attend events hosted at our venues, and our relative strength and leverage in the marketplace, both with suppliers and customers.

Continuation of the weak U.S. and global economies and the global financial crisis may lead to lower attendance at the games of our sports teams and at our live productions, lower demand for suite licenses, as well as fewer sponsorship transactions, event bookings at our venues and television advertising revenues. We have already experienced some of these effects during the latest economic downturn and any continuation could negatively impact our future results of operations, cash flows and financial position.

Change in Fiscal Year

On February 7, 2011, the Board of Directors of Madison Square Garden, Inc. approved a change in the Company’s fiscal year end from December 31 to June 30, effective June 30, 2011. The Company plans to report our financial results for the six month transition period of January 1, 2011 through June 30, 2011 on a Transition Report on Form 10-K/T and to thereafter file annual reports for each twelve month period ended June 30 of each year beginning with the twelve month period ended June 30, 2012. Prior to filing the transition report, the Company will file its Quarterly Report on Form 10-Q for the quarter ending March 31, 2011. We believe the change in fiscal year will better align our financial planning and reporting cycles with the seasonality of our business, particularly our MSG Sports and MSG Entertainment segments.

 

53


Table of Contents

Results of Operations

Comparison of the Year Ended December 31, 2010 versus the Year Ended December 31, 2009

Consolidated Results of Operations

The tables below set forth, for the periods presented, certain historical financial information and the percentage that those items bear to revenues.

STATEMENT OF OPERATIONS DATA

 

     Years Ended December 31,     Increase
(Decrease)
in Net
    Income    
 
     2010     2009    
         Amount         % of
  Revenues  
        Amount         % of
  Revenues  
   

Revenues

   $ 1,157,136        100   $ 1,062,417        100   $ 94,719   

Operating expenses:

          

Direct operating (excluding depreciation and amortization shown below)

     686,442        59 %     682,337        64     (4,105 )

Selling, general and administrative

     279,263        24 %     273,712        26     (5,551

Depreciation and
amortization

     56,907        5 %     61,336        6     4,429   
                            

Operating income

     134,524        12 %     45,032        4     89,492   

Other income (expense):

          

Interest expense, net

     (3,457     NM        (1,117 )     NM        (2,340

Miscellaneous

     3,924        NM        2,000        NM        1,924   
                            

Income from operations before income taxes

     134,991        12 %     45,915        4     89,076   

Income tax expense

     (51,611     -4     (18,266 )     -2     (33,345
                            

Net income

   $ 83,380        7   $ 27,649        3   $ 55,731   
                            

 

 

NM – Percentage is not meaningful

See “Business Segment Results” within the discussion of each of the comparative financial periods for a more detailed discussion relating to the operating results of our segments. The business segment results reflected on pages 57 to 63 and pages 66 to 72 do not reflect inter-segment eliminations.

Revenues

Revenues for the year ended December 31, 2010 increased $94,719 or 9%, to $1,157,136 as compared to revenues for the prior year. The net increase is attributable to the following:

 

Increase in MSG Media segment revenues

   $         77,387   

Increase in MSG Entertainment segment revenues

     17,409   

Increase in MSG Sports segment revenues

     3,567   

Inter-segment eliminations

     (3,644
        
   $ 94,719   
        

 

54


Table of Contents

Direct operating expenses (excluding depreciation and amortization) primarily include:

 

 

compensation expense for the Company’s professional sports teams’ players and certain other team personnel;

 

 

cost of team personnel transactions for career- and season-ending player injuries, net of anticipated insurance recoveries, and waivers and termination costs of players and other team personnel;

 

 

payments we make to obtain the contractual rights to carry certain live sporting events on our networks;

 

 

other programming and production costs of our networks;

 

 

event costs related to the presentation and production of our entertainment and other live sporting events;

 

 

venue lease, maintenance and other operating expenses; and

 

 

the cost of concessions and merchandise sold.

Direct operating expenses (excluding depreciation and amortization) for the year ended December 31, 2010 increased $4,105, or 1%, to $686,442 as compared to the prior year. The net increase is attributable to the following:

 

Increase in MSG Media segment expenses

   $         7,663   

Increase in MSG Entertainment segment expenses

     17,527   

Decrease in MSG Sports segment expenses

     (17,637

Increase in other expenses

     188   

Inter-segment eliminations

     (3,636
        
   $ 4,105   
        

Selling, general and administrative expenses

Selling, general and administrative expenses primarily consist of administrative costs, including compensation, severance and professional fees, and sales, marketing and non-event related advertising expenses. Selling, general and administrative expenses for the year ended December 31, 2010 increased $5,551, or 2%, to $279,263 as compared to the prior year. The net increase is attributable to the following:

 

Increase in MSG Media segment expenses

   $         3,400   

Increase in MSG Entertainment segment expenses

     1,750   

Decrease in MSG Sports segment expenses

     (8,775

Increase in other expenses

     9,176   
        
   $ 5,551   
        

Increase in other expenses discussed above primarily reflects an increase in certain costs related to being an independent public company, which were not allocated to the Company’s business segments.

Depreciation and amortization

Depreciation and amortization for the year ended December 31, 2010 decreased $4,429, or 7%, to $56,907 as compared to the prior year. The decline reflects a decline in depreciation and amortization on property and equipment of $2,506 primarily due to a lower depreciable asset base. Additionally, amortization of intangible assets declined by $1,923, primarily due to certain intangible assets becoming fully amortized.

 

55


Table of Contents

Interest expense, net

Interest expense, net for the year ended December 31, 2010 increased $2,340, or 209%, to $3,457 as compared to the prior year primarily driven by higher interest expense related to fees associated with the Company’s credit facility.

Miscellaneous income

Miscellaneous income for the years ended December 31, 2010 and 2009 reflects a dividend of $2,000 received from an investment accounted for under the cost method during each of the years ended December 31, 2010 and 2009. For the year ended December 31, 2010, miscellaneous income also reflects a gain from insurance proceeds of $1,147, which relates to certain fully amortized theater show assets that were destroyed in a flood at a storage facility.

Income taxes

Income tax expense for the year ended December 31, 2010 of $51,611 differs from the income tax expense derived from applying the federal statutory tax rate to pretax income due principally to state income taxes, as well as a tax benefit of $1,403 resulting from nontaxable disability insurance recoveries net of nondeductible disability insurance premiums expense, a tax benefit of $2,148 from the domestic production activities deduction, and a tax benefit of $3,862 resulting from a change in the tax rate used to measure deferred taxes, partially offset by a tax expense of $806 relating to nondeductible expenses. The effective tax rate was 38% for the year ended December 31, 2010.

Income tax expense for the year ended December 31, 2009 of $18,266 differs from the income tax expense derived from applying the federal statutory tax rate to pretax income due principally to state income taxes, tax benefit of $191 resulting from nontaxable disability insurance recoveries offset by tax expense of $1,323 relating to nondeductible expenses, and a tax benefit of $1,845 resulting from a change in tax rate used to measure deferred taxes. The effective tax rate was 40% for the year ended December 31, 2009.

For all periods prior to the Distribution, deferred tax assets and liabilities have been measured using the estimated applicable corporate tax rates historically used by Cablevision. Due to the Company’s significant presence in the City of New York, the estimated applicable corporate tax rate used to measure deferred taxes is higher for the Company as a stand-alone entity. As such, as of the Distribution date, an increase in the deferred tax liability of $31,353 to reflect use of the higher stand-alone estimated applicable corporate tax rate was recorded as an adjustment to paid-in capital. In addition, as of the Distribution date, the deferred tax asset for share-based awards was reduced by $4,092 through an adjustment to paid-in capital to eliminate the portion of the deferred tax asset relating to the share-based compensation expense attributable to Cablevision employees that was allocated to the Company prior to the Distribution. For all periods prior to the Distribution, allocable current income tax liabilities calculated on a stand-alone basis that the Company did not pay directly have been reflected as deemed capital contributions to the Company from Cablevision. Such contributions amounted to $6,780 and $84 for the years ended December 31, 2010 and 2009, respectively.

Adjusted operating cash flow

The Company evaluates segment performance based on several factors, of which the key financial measure is their operating income (loss) before depreciation and amortization, share-based compensation expense or benefit and restructuring charges or credits, which is referred to as adjusted operating cash flow (“AOCF”), a non-GAAP measure. The Company has presented the components that reconcile AOCF to operating income, an accepted GAAP measure. The following is a reconciliation of operating income to AOCF:

 

     Years Ended December 31,      Increase
(Decrease)
in AOCF
 
         2010              2009         

Operating income

   $ 134,524       $ 45,032       $ 89,492   

Share-based compensation

     11,333         14,262         (2,929 )

Depreciation and amortization

     56,907         61,336         (4,429
                          

AOCF

   $ 202,764       $ 120,630       $ 82,134   
                          

 

56


Table of Contents

AOCF for the year ended December 31, 2010 increased $82,134, or 68%, to $202,764 as compared to the prior year. The net increase is attributable to the following:

 

Increase in AOCF of the MSG Media segment

   $         63,909   

Decrease in AOCF of the MSG Entertainment segment

     (3,726

Increase in AOCF of the MSG Sports segment

     29,668   

Other net decreases

     (7,717
        
   $ 82,134   
        

Effective July 1, 2010 DISH Network’s (“DISH”) license to carry Fuse expired and Fuse has not been carried by DISH since that date. Effective October 1, 2010, DISH’s license to carry MSG network and MSG Plus expired and these networks have not been carried by DISH since that date. The financial impact of the two events will depend on many factors including if, when and on what terms DISH and the Company reach new carriage agreements to restore DISH’s carriage of any or all of the networks. If new carriage agreements are not reached, the impact on the Company’s and MSG Media segment’s revenues will not be material but may be material to the Company’s and MSG Media segment’s operating income and AOCF.

On September 16, 2010, DISH filed a complaint with the FCC under the FCC’s program access rules. The complaint alleges, among other things, that the terms and conditions the Company offered DISH for carriage of our networks were discriminatory and unfair. The Company is vigorously defending against the claims made by DISH and believes that such claims are without merit.

Business Segment Results

MSG Media

The table below sets forth, for the periods presented, certain historical financial information and the percentage that those items bear to revenues for the Company’s MSG Media segment.

 

     Years Ended December 31,   Increase
(Decrease)  in
Operating
Income
 
     2010   2009  
       Amount        % of
  Revenues  
    Amount        % of
  Revenues  
 

Revenues

   $ 551,526       100%   $ 474,139       100%   $ 77,387   

Direct operating expenses (excluding depreciation and amortization)

     225,128         41%     217,465         46%     (7,663 )

Selling, general and
administrative expenses

     98,563         18%     95,163         20%     (3,400

Depreciation and amortization

     18,463           3%     19,723           4%     1,260   
                              

Operating income

   $ 209,372         38%   $ 141,788         30%   $ 67,584   
                              

The following is a reconciliation of operating income to AOCF:

 

     Years Ended December 31,      Increase
(Decrease)  in
AOCF
 
         2010              2009         

Operating income

   $ 209,372       $ 141,788       $ 67,584   

Share-based compensation

     3,432         5,847         (2,415

Depreciation and amortization

     18,463         19,723         (1,260
                          

AOCF

   $         231,267       $         167,358       $         63,909   
                          

 

57


Table of Contents

Revenues

Revenues for the year ended December 31, 2010 increased $77,387, or 16%, to $551,526 as compared to revenues for the prior year. The net increase is attributable to the following:

 

Increase in affiliation fee revenue, primarily at MSG Networks

   $         69,749   

Increase in advertising revenue

     8,496   

Other net decreases

     (858
        
   $ 77,387   
        

The increase in affiliation fee revenue discussed above was primarily attributable to increases in contractual affiliation rates. The increase in advertising revenue discussed above is primarily driven by higher sales generated from the telecast of professional sports programming and higher ratings at Fuse.

Direct operating expenses (excluding depreciation and amortization)

Direct operating expenses (excluding depreciation and amortization) for the year ended December 31, 2010 increased $7,663, or 4%, to $225,128 as compared to the prior year. The net increase is attributable to the following:

 

Increase in rights fees, primarily those included in revenues by the MSG Sports segment from the licensing of team programming to MSG Media

   $           4,636   

Increase in other programming expenses driven by costs associated with new programming

     3,027   
        
   $ 7,663   
        

Selling, general and administrative expenses

Selling, general and administrative expenses for the year ended December 31, 2010 increased $3,400, or 4%, to $98,563 as compared to the prior year. The net increase is attributable to the following:

 

Increase in marketing costs primarily associated with new programming on Fuse and MSG Networks, as well as increased affiliate marketing efforts

   $           3,985   

Increase in employee compensation and related benefits, excluding share-based compensation

     1,316   

Decrease in share-based compensation

     (2,415

Other net increases

     514   
        
   $ 3,400   
        

The decrease in share-based compensation is primarily due to the elimination of the allocation of share-based compensation expense for Cablevision employees effective January 1, 2010.

Depreciation and amortization

Depreciation and amortization for the year ended December 31, 2010 decreased $1,260, or 6%, to $18,463 as compared to the prior year primarily driven by lower amortization of intangible assets resulting from certain intangible assets becoming fully amortized.

AOCF

AOCF increased $63,909, or 38%, to $231,267 for the year ended December 31, 2010 as compared to the prior year. The increase, as discussed above, was due primarily to an increase in affiliation fee revenue partially offset by higher direct operating and selling, general and administrative expenses, as discussed above.

 

58


Table of Contents

See “Comparison of the Year Ended December 31, 2010 versus the Year Ended December 31, 2009 – Consolidated Results of Operations” regarding carriage of Fuse, MSG network, and MSG Plus by DISH.

MSG Entertainment

The table below sets forth, for the periods presented, certain historical financial information and the percentage that those items bear to revenues for the Company’s MSG Entertainment segment.

 

     Years Ended December 31,     (Increase)
Decrease in
Operating
Loss
 
     2010     2009    
       Amount       % of
  Revenues  
      Amount       % of
  Revenues  
   

Revenues

   $ 303,952        100   $ 286,543        100   $ 17,409   

Direct and operating expenses (excluding depreciation and amortization)

     267,595        88     250,068        87     (17,527

Selling, general and
administrative expenses

     65,451        22     63,701        22     (1,750

Depreciation and amortization

     9,478        3     10,346        4     868   
                            

Operating loss

   $ (38,572     -13   $ (37,572     -13   $ (1,000
                            

The following is a reconciliation of operating loss to AOCF:

 

     Years Ended December 31,     Decrease  in
AOCF
 
         2010             2009        

Operating loss

   $ (38,572   $ (37,572   $ (1,000

Share-based compensation

     3,562        5,420        (1,858

Depreciation and amortization

     9,478        10,346        (868
                        

AOCF

   $ (25,532   $ (21,806   $ (3,726
                        

Revenues

Revenues for the year ended December 31, 2010 increased $17,409, or 6%, to $303,952 as compared to revenues for the prior year. The net increase is attributable to the following:

 

Increase in event-related revenues at Radio City Music Hall, excluding Radio City Christmas Spectacular , primarily due to the increase in the number of events

  $       13,731   

Increase in event-related revenues at The Garden and The Theater at Madison Square Garden, excluding Wintuk

    6,149   

Decrease in revenues from the presentation of Wintuk due to decrease in the number of performances

    (1,751

Decrease in event-related revenues at the Beacon Theatre, excluding $2,759 increase in revenues from Banana Shpeel

    (10,473

Increase in revenues from the presentation of Radio City Christmas Spectacular

    2,876   

Increase in revenues from the presentation of other live entertainment events

    3,834   

Other net increases primarily due to higher non-event related sponsorship and signage revenues

    3,043   
       
  $ 17,409   
       

 

59


Table of Contents

The increase in event-related revenues at The Garden and The Theater at Madison Square Garden for the year ended December 31, 2010 reflects an increase in the number of and the change in the mix of events at The Garden which more than offsets a decrease in the number of events at The Theater at Madison Square Garden. The Theater at Madison Square Garden was closed for the summer of 2010 as part of the overall transformation of The Garden.

The decline in revenues at the Beacon Theatre, excluding revenues from Banana Shpeel , reflects a lower number of events held at the venue. During the first and second quarters of 2010 the Company utilized the theater to rehearse and present Banana Shpeel . Additionally, the show was scheduled to run at the Beacon Theatre through the end of August but closed early, in June, with insufficient lead time to make the venue available for other events during July and August.

The increase in revenue from the presentation of Radio City Christmas Spectacular reflects higher revenues at the show’s presentation at Radio City Music Hall due primarily to the increase in the number of performances. This increase was offset in part by decline in revenues from the show’s theater and arena touring productions. While the New York market has begun to rebound from the economic downturn, other markets around the country have been slower to recover, impacting the touring versions of the Radio City Christmas Spectacular . As a result, we have made the decision to utilize arena tour assets at the Wang Theatre in Boston, as well as in Durham, North Carolina, in 2011. In addition, we plan to present the theater production at the Grand Ole Opry House in Nashville.

Direct operating expenses (excluding depreciation and amortization)

Direct operating expenses (excluding depreciation and amortization) for the year ended December 31, 2010 increased $17,527, or 7%, to $267,595 as compared to the prior year. The net increase is attributable to the following:

 

Increase in direct operating expenses due to the presentation of Banana Shpeel , including an impairment charge of $9,945 recorded in 2010

  $         12,743   

Increase in event-related expenses at Radio City Music Hall, excluding Radio City Christmas Spectacular , primarily due to the increase in the number of events

    7,073   

Increase in direct operating expenses related to the presentation of Radio City Christmas Spectacular

    6,356   

Decrease in direct operating expenses associated with the presentation of Wintuk

    (2,882

Decrease in event-related expenses at the Beacon Theatre, excluding costs associated with Banana Shpeel , as reported above

    (6,005

Other net increases

    242   
       
  $ 17,527   
       

The Company recorded a pre-tax impairment charge in 2010 for the unamortized deferred costs related to Banana Shpeel remaining on the Company’s balance sheet at the end of the show’s run at the Beacon Theatre. Performances of the show were discontinued after playing in Toronto in early October of 2010.

The increase in expenses associated with the presentation of the Radio City Christmas Spectacular primarily represents increased costs associated with the additional performances at Radio City Music Hall and increased costs related to the theater touring version of the show. These increases were partly offset by lower costs associated with the arena touring version of the show.

Selling, general and administrative expenses

Selling, general and administrative expenses for the year ended December 31, 2010 increased $1,750, or 3%, to $65,451 primarily due to the $2,790 increase in employee compensation and related benefits, excluding share-based compensation. This increase was partially offset by a $1,858 decrease in share-based compensation, primarily due to the elimination of the allocation of share-based compensation expense for Cablevision employees effective January 1, 2010.

 

60


Table of Contents

AOCF

AOCF decreased $3,726, or 17%, to a negative AOCF of $25,532 for the year ended December 31, 2010 as compared to the prior year primarily due to the impairment charge associated with the presentation of Banana Shpeel and higher other direct operating expenses, partially offset by the increase in revenues, as discussed above.

MSG Sports

The table below sets forth, for the periods presented, certain historical financial information and the percentage that those items bear to revenues for the Company’s MSG Sports segment.

 

     Years Ended December 31,   Decrease  in
Operating
Loss
     2010   2009  
           Amount       % of
  Revenues  
      Amount       % of
  Revenues  
 

Revenues

     $ 372,174         100 %     $ 368,607         100 %     $ 3,567  

Direct operating expenses
(excluding depreciation and amortization)

       263,580         71 %       281,217         76 %       17,637  

Selling, general and
administrative expenses

       99,569         27 %       108,344         29 %       8,775  

Depreciation and amortization

       10,809         3 %       10,956         3 %       147  
                                      

Operating loss

     $ (1,784 )       NM       $ (31,910 )       -9 %     $ 30,126  
                                      

 

 

NM – Percentage is not meaningful

The following is a reconciliation of operating loss to AOCF:

 

     Years Ended December 31,     Increase
(Decrease)  in
AOCF
 
             2010                     2009            

Operating loss

   $ (1,784   $ (31,910   $ 30,126   

Share-based compensation

     2,684        2,995        (311

Depreciation and amortization

     10,809        10,956        (147
                        

AOCF

   $ 11,709      $ (17,959   $ 29,668   
                        

Revenues

Revenues for the year ended December 31, 2010 increased $3,567, or 1%, to $372,174 as compared to revenues for the prior year. The net increase is attributable to the following:

 

Increase in sponsorship and signage revenues

   $         3,675   

Increase in broadcast rights fees from MSG Media

     3,634   

Increase in sports team pre/regular season ticket related revenue

     3,605   

Increase in revenues from NHL and NBA distributions

     2,916   

Decrease in revenues from other live sporting events

     (4,002

Decrease in sports team playoff related revenues

     (6,954

Other net increases

     693   
        
   $ 3,567   
        

 

61


Table of Contents

Direct operating expenses (excluding depreciation and amortization)

Direct operating expenses (excluding depreciation and amortization) for the year ended December 31, 2010 decreased $17,637, or 6%, to $263,580 as compared to the prior year. The net decrease is attributable to the following:

 

Decrease in team personnel compensation, inclusive of the favorable impact of higher insurance recoveries of $3,161 related to non season-ending player injuries

  $ (12,124

Decrease in sports team playoff related expenses, including playoff related NHL revenue sharing

    (4,540

Decrease in expenses associated with other live sporting events

    (2,789

Decrease due to lower net provision for NBA luxury tax (excluding the impact of certain team personnel transactions described below) of $(3,290), partly offset by higher net provision for NHL revenue sharing (excluding playoffs) of $677

    (2,613

Increase in net provisions for certain team personnel transactions (including the impact of NBA luxury tax)

    623   

Increase in other team operating expenses

            1,407   

Other net increases

    2,399   
       
  $ (17,637
       

Net provisions for certain team personnel transactions (including the impact of NBA luxury tax), NBA luxury tax (excluding the impact of certain team personnel transactions) and NHL revenue sharing (excluding playoffs) were as follows:

 

     Years Ended December 31,      Increase
   (Decrease)  
 
           2010                  2009           

Net provisions for NBA luxury tax (excluding the impact of certain
team personnel transactions) and NHL revenue sharing (excluding
playoffs)

   $ 875       $ 3,488       $ (2,613

Net provisions for certain team personnel transactions (including the impact of NBA luxury tax)

     8,663         8,040         623   

The change in the net provisions for NBA luxury tax (excluding the impact of certain team personnel transactions) for the year ended December 31, 2010 as compared to the prior year reflects a lower net provision for NBA luxury tax primarily due to a decrease in the gross luxury tax associated with the active rosters partly offset by lower estimated player escrow recoveries.

The change in the net provisions for NHL revenue sharing (excluding playoffs) for the year ended December 31, 2010 as compared to prior year reflects a higher net provision for NHL revenue sharing expense, based primarily on estimates of the Rangers’ and league-wide revenues at the end of the season.

Team personnel transactions for the year ended December 31, 2010 reflect provisions recorded for player waivers of $4,988 and season-ending player injuries of $3,675 which is net of insurance recoveries of $820. Team personnel transactions for the year ended December 31, 2009 primarily reflect provisions recorded for player waivers and the costs associated with a player trade of $5,169 and $3,286, respectively. The cost of these transactions are recorded when the transaction occurs, but payments owed are generally paid over the remaining contract terms.

 

62


Table of Contents

Selling, general and administrative expenses

Selling, general and administrative expenses for the year ended December 31, 2010 decreased $8,775, or 8%, to $99,569 as compared to the prior year. The net decrease is attributable to the following:

 

Decrease in severance-related costs, primarily attributable to a separation agreement with a team executive entered into in 2009

     $       (15,951)   

Increase in employee compensation and related benefits

       4,704   

Other net increases

       2,472   
          
     $ (8,775)   
          

AOCF

AOCF increased $29,668, or 165%, to $11,709 for the year ended December 31, 2010 as compared to the prior year. The increase was due primarily to lower direct operating and selling, general and administrative expenses, including the absence of costs attributable to a separation agreement with a team executive entered into in 2009.

Comparison of the Year Ended December 31, 2009 versus the Year Ended December 31, 2008

Consolidated Results of Operations

 

      Years Ended December 31,   Increase
(Decrease)
in Net
    Income    
      2009   2008  
            Amount         % of
  Revenues  
        Amount         % of
  Revenues  
 

Revenues

    $ 1,062,417         100 %     $ 1,042,958         100 %     $ 19,459   

Operating expenses:

                   

Direct operating (excluding depreciation and
amortization shown below)

      682,337         64 %       724,904         70 %       42,567   

Selling, general and
administrative

      273,712         26 %       270,065         26 %       (3,647)   

Depreciation and
amortization

      61,336         6 %       66,231         6 %       4,895   
                                     

Operating income (loss)

      45,032         4 %       (18,242 )       -2 %       63,274   

Other income (expense):

                   

Interest income (expense), net

      (1,117 )       NM         1,919         NM         (3,036)   

Miscellaneous

      2,000         NM                 NM         2,000   
                                     

Income (loss) from operations
before income taxes

      45,915         4 %       (16,323 )       -2 %       62,238   

Income tax benefit (expense)

      (18,266 )       -2 %       11,387         1 %       (29,653)  
                                     

Net income (loss)

    $ 27,649         3 %     $ (4,936 )       NM       $ 32,585   
                                     

 

 

NM – Percentage is not meaningful

 

63


Table of Contents

Revenues

Revenues for the year ended December 31, 2009 increased $19,459, or 2%, to $1,062,417 as compared to revenues for the prior year. The net increase is attributable to the following:

 

Increase in MSG Media segment revenues

   $         44,135   

Decrease in MSG Entertainment segment revenues

     (21,273

Decrease in MSG Sports segment revenues

     (726

Inter-segment eliminations

     (2,677
        
   $ 19,459   
        

Direct operating expenses (excluding depreciation and amortization)

Direct operating expenses (excluding depreciation and amortization) for the year ended December 31, 2009 decreased $42,567, or 6%, to $682,337 as compared to the prior year. The net decrease is attributable to the following:

 

Decrease in MSG Media segment expenses

   $ (10,281

Increase in MSG Entertainment segment expenses

               6,135   

Decrease in MSG Sports segment expenses

     (35,506

Decrease in other expenses

     (247

Inter-segment eliminations

     (2,668
        
   $ (42,567
        

Selling, general and administrative expenses

Selling, general and administrative expenses for the year ended December 31, 2009 increased $3,647, or 1%, to $273,712 as compared to the prior year. The net increase is attributable to the following:

 

Increase in MSG Media segment expenses

   $ 820   

Increase in MSG Entertainment segment expenses

     6,762   

Increase in MSG Sports segment expenses

             20,013   

Decrease in litigation expense not allocated to segments

     (24,699

Increase in other expenses

     760   

Inter-segment eliminations

     (9
        
   $ 3,647   
        

Depreciation and amortization

Depreciation and amortization for the year ended December 31, 2009 decreased $4,895, or 7%, to $61,336 as compared to 2008. The decrease reflects lower amortization of intangible assets primarily due to certain intangible assets becoming fully amortized.

Interest income (expense), net

Interest income (expense), net for the year ended December 31, 2009 decreased $3,036, or 158%, to an expense of $1,117 as compared to the prior year. The net decrease reflects lower interest income of $2,434 and was

 

64


Table of Contents

primarily attributable to lower levels of invested cash, reflecting in part our use of cash to make a non-interest bearing advance in the amount of $60,000 to a subsidiary of Cablevision in 2008, and due to lower interest rates. As of December 31, 2009, the total amount of advances outstanding to a subsidiary of Cablevision was $190,000.

Income taxes

Income tax expense for the year ended December 31, 2009 of $18,266 differs from the income tax expense derived from applying the federal statutory tax rate to pretax income due principally to state income taxes, tax benefit of $191 resulting from nontaxable disability insurance recoveries offset by tax expense of $1,323 relating to nondeductible expenses, and a tax benefit of $1,845 resulting from a change in tax rate used to measure deferred taxes.

Income tax benefit for the year ended December 31, 2008 of $11,387 differs from the income tax benefit derived from applying the federal statutory tax rate to the pretax loss due principally to state income taxes, tax benefit of $1,555 resulting from nontaxable disability insurance recoveries offset by tax expense of $2,464 relating to nondeductible expenses, and a tax benefit of $5,769 resulting from a change in tax rate used to measure deferred taxes.

AOCF

The following is a reconciliation of operating income (loss) to AOCF:

 

     Years Ended December 31,     Increase
(Decrease)
in AOCF
 
               2009                      2008            

Operating income (loss)

   $ 45,032       $ (18,242 )   $ 63,274   

Share-based compensation

     14,262         12,732        1,530   

Depreciation and amortization

     61,336         66,231        (4,895 )
                         

AOCF

   $ 120,630       $ 60,721      $ 59,909   
                         

AOCF for the year ended December 31, 2009 increased $59,909, or 99%, to $120,630 as compared to the prior year. The net increase is attributable to the following:

 

Increase in AOCF of the MSG Media segment

  $         55,241   

Decrease in AOCF of the MSG Entertainment segment

    (32,442

Increase in AOCF of the MSG Sports segment

    12,924   

Increase in AOCF due to lower litigation expense not allocated to segments

    24,699   

Other net decreases

    (513
       
  $ 59,909   
       

 

65


Table of Contents

Business Segment Results

MSG Media

The table below sets forth, for the periods presented, certain historical financial information and the percentage that those items bear to revenues for the Company’s MSG Media segment.

 

       Years Ended December 31,     Increase
(Decrease)  in
Operating
Income
 
       2009     2008    
           Amount          % of
  Revenues  
        Amount          % of
  Revenues  
   

Revenues

   $ 474,139         100   $ 430,004         100   $ 44,135   

Direct operating expenses (excluding depreciation and amortization)

     217,465         46     227,746         53 %     10,281   

Selling, general and administrative expenses

     95,163         20     94,343         22 %     (820

Depreciation and amortization

     19,723         4     22,451         5 %     2,728   
                              

Operating income

   $ 141,788         30   $ 85,464         20   $ 56,324   
                              

The following is a reconciliation of operating income to AOCF:

 

       Years Ended December 31,      Increase
(Decrease)  in
AOCF
 
       2009      2008     
           Amount              Amount         

Operating income

   $ 141,788       $ 85,464       $ 56,324   

Share-based compensation

     5,847         4,202         1,645   

Depreciation and amortization

     19,723         22,451         (2,728
                          

AOCF

   $ 167,358       $ 112,117       $ 55,241   
                          

Revenues

Revenues for the year ended December 31, 2009 increased $44,135, or 10%, to $474,139 as compared to revenues for the prior year. The net increase is attributable to the following:

 

Increase in affiliation fee revenue, primarily at MSG Networks (see discussion below)

  $         42,134   

Increase in advertising revenue (see discussion below)

    1,466   

Other net increases

    535   
       
  $ 44,135   
       

The increase in affiliation fee revenue was primarily attributable to increases in contractual affiliation rates and higher subscriber counts. Most of MSG Media’s affiliation agreements provide for rate increases effective January 1 of each year.

Effective January 1, 2010, a new long-term affiliation agreement was entered into between Cablevision and the MSG Networks. This new long-term affiliation agreement will result in estimated incremental revenues provided to MSG Media of approximately $30,000 for 2010, as compared to the amount recognized by the Company

 

66


Table of Contents

pursuant to the Company’s arrangement with Cablevision for 2009, and other additional consideration. This new affiliation agreement provides for the carriage of the MSG network and MSG Plus program services on Cablevision’s cable systems in the New York tri-state area. This agreement has a term of 10 years, obligates Cablevision to carry such program services on its cable systems and provides for the payment by Cablevision to the Company of a per subscriber license fee, which fee is increased each year during the term of the agreement.

The increase in advertising revenue discussed above primarily reflects higher ratings at Fuse.

Direct operating expenses (excluding depreciation and amortization)

Direct operating expenses (excluding depreciation and amortization) for the year ended December 31, 2009 decreased $10,281, or 5%, to $217,465, as compared to the prior year. The net decrease is attributable to the following:

 

Increase in rights fees

  $           3,188   

Decrease due to lower levels of other production costs, primarily at Fuse

    (13,469 )
       
  $ (10,281 )
       

Selling, general and administrative expenses

Selling, general and administrative expenses for the year ended December 31, 2009 increased $820, or 1%, to 95,163, as compared to the prior year. The net increase is attributable to the following:

 

Increase due to higher employee salaries and related benefits

  $         11,370   

Decrease due to lower marketing costs, primarily at Fuse

    (9,363

Other net decreases

    (1,187
       
  $ 820   
       

Depreciation and amortization

Depreciation and amortization for the year ended December 31, 2009 decreased $2,728, or 12%, to $19,723, as compared to the prior year resulting primarily from lower amortization of intangible assets of $3,591 for the year ended December 31, 2009 compared to 2008 primarily due to certain intangible assets becoming fully amortized.

AOCF

AOCF increased $55,241, or 49%, to $167,358 for the year ended December 31, 2009 as compared to the prior year. The increase, as discussed above, was due primarily to an increase in affiliation fee revenue and a net decrease in operating costs.

 

67


Table of Contents

MSG Entertainment

The table below sets forth, for the periods presented, certain historical financial information and the percentage that those items bear to revenues for the Company’s MSG Entertainment segment.

 

      Years Ended December 31,        
      2009     2008     Increase  in
Operating
Loss
 
          Amount         % of
  Revenues  
        Amount         % of
  Revenues  
   

Revenues

  $ 286,543        100   $ 307,816        100   $ (21,273

Direct operating expenses
(excluding depreciation and
amortization)

    250,068        87 %     243,933        79 %     (6,135

Selling, general and
administrative expenses

    63,701        22 %     56,939        18 %     (6,762

Depreciation and amortization

    10,346        4 %     9,407        3 %     (939
                                       

Operating loss

  $ (37,572     -13   $ (2,463     -1   $ (35,109
                                       

The following is a reconciliation of operating loss to AOCF:

 

            Increase
(Decrease)  in
AOCF
 
      Years Ended December 31,    
          2009             2008        

Operating loss

  $ (37,572   $ (2,463   $ (35,109

Share-based compensation

    5,420        3,692        1,728   

Depreciation and amortization

    10,346        9,407        939   
                       

AOCF

  $ (21,806   $ 10,636      $ (32,442
                       

Revenues

Revenues for the year ended December 31, 2009 decreased $21,273, or 7%, to $286,543 as compared to revenues for the prior year. The net decrease is attributable to the following:

 

Decrease in revenues at The Garden (see discussion below)

  $         (20,617

Decrease in revenues from the winter themed production, Wintuk , due primarily to lower attendance in 2009 than in 2008

    (6,305

Decrease in revenues from the presentation of the Radio City Christmas Spectacular (see discussion below)

    (3,492

Increase in revenues at the Beacon Theatre which was shut down for the last five months of 2008 for its restoration

    12,573   

Increase in revenues from the Chicago Theatre, primarily due to a new production, Banana Shpeel , first presented in 2009

    3,437   

Other net decreases

    (6,869
       
  $ (21,273
       

For the year ended December 31, 2009, revenues at The Garden decreased as compared to the prior year primarily due to a decline in the number of events booked at The Garden due to fewer artists touring in 2009 than in 2008, primarily we believe reflecting the economic environment.

 

68


Table of Contents

Net lower revenues from the presentation of the Radio City Christmas Spectacular primarily reflect lower attendance at the show’s presentation at Radio City Music Hall, primarily we believe reflecting the economic environment. This decline was offset in part by an increase in revenues from the show’s theater touring productions.

Direct operating expenses (excluding depreciation and amortization)

Direct operating expenses (excluding depreciation and amortization) for the year ended December 31, 2009 increased $6,135, or 3%, to $250,068 as compared to the prior year. The net increase is attributable to the following:

 

Increase in event expenses for the Beacon Theatre which was shut down for the last five months of 2008 for its restoration

  $         7,326   

Increase in show costs for the Chicago Theatre almost entirely related to event costs associated with the new production, Banana Shpeel

    5,189   

Increase in venue operating costs, including the impact of a new venue booking agreement for the Wang Theatre

    4,418   

Net increase in expenses from the presentation of the Radio City Christmas Spectacular (see discussion below)

    1,658   

Net decrease in event expenses for The Garden

    (9,497

Decrease in show costs related to the winter themed production, Wintuk

    (3,560

Other net increases

    601   
       
  $ 6,135   
       

The net increase in expenses from the presentation of the Radio City Christmas Spectacular is primarily due to an increase in costs related to the show’s arena touring production partly offset by decreases in expenses related to the presentation at Radio City Music Hall.

Selling, general and administrative expenses

Selling, general and administrative expenses for the year ended December 31, 2009 increased $6,762, or 12% as compared to the prior year. The net increase is attributable to the following:

 

Increase in employee salaries and related benefits

  $         7,719   

Other net decreases

    (957
       
  $ 6,762   
       

AOCF

AOCF decreased $32,442, or 305%, to a negative AOCF of $21,806, for the year ended December 31, 2009 as compared to the prior year. The decrease, as discussed above, was due primarily to lower revenues from live entertainment events and a net increase in operating costs.

 

69


Table of Contents

MSG Sports

The table below sets forth, for the periods presented, certain historical financial information and the percentage that those items bear to revenues for the Company’s MSG Sports segment.

 

       Years Ended December 31,     (Increase)
Decrease  in
Operating
Loss
 
       2009     2008    
           Amount         % of
  Revenues  
        Amount         % of
  Revenues  
   

Revenues

   $ 368,607        100   $ 369,333        100   $ (726

Direct operating expenses
(excluding depreciation and amortization)

     281,217        76 %     316,723        86 %     35,506   

Selling, general and
administrative expenses

     108,344        29 %     88,331        24 %     (20,013

Depreciation and amortization

     10,956        3 %     10,706        3 %     (250
                            

Operating loss

   $ (31,910     -9   $ (46,427     -13   $ 14,517   
                            

The following is a reconciliation of operating loss to AOCF:

 

             Increase
(Decrease)  in
AOCF
 
       Years Ended December 31,    
           2009             2008        

Operating loss

   $ (31,910   $ (46,427   $ 14,517   

Share-based compensation

     2,995        4,838        (1,843

Depreciation and amortization

     10,956        10,706        250   
                        

AOCF

   $ (17,959   $ (30,883   $ 12,924   
                        

Revenues

Revenues for the year ended December 31, 2009 decreased $726, or less than 1%, to $368,607, as compared to revenues for the prior year. The net decrease is attributable to the following:

 

Decrease in sports team playoff related revenues, primarily due to fewer playoff games

  $         (4,003

Decrease in revenues from other live sporting events (see discussion below)

    (3,657

Increase in sports team regular season ticket related revenue due primarily to higher average ticket prices

    6,416   

Other net increases, primarily related to an increase in rights fees charged to MSG Media partly offset by a decrease in suite revenues

    518   
       
  $ (726
       

The decrease in revenues from other live sporting events discussed above was primarily due to lower boxing ticket sales, mostly attributable to the absence of large scale boxing events, such as those promoted in 2008, partly offset by an increase in revenues for college basketball in 2009.

 

70


Table of Contents

Direct operating expenses (excluding depreciation and amortization)

Direct operating expenses (excluding depreciation and amortization) for the year ended December 31, 2009 decreased $35,506, or 11%, to $281,217 as compared to the prior year. The net decrease is attributable to the following:

 

Decrease in net provisions for certain team personnel transactions (including the impact of NBA luxury tax) (see discussion below)

  $         (16,887

Decrease due to lower net provision for NBA luxury tax (excluding the impact of certain team personnel transactions described above) of $7,948 and lower net provision for NHL revenue sharing (excluding playoffs) of $3,512 (see discussion below)

    (11,460

Decrease in expenses associated with other live sporting events (see discussion below)

    (8,912

Decrease in sports team playoff related expenses, including playoff related NHL revenue sharing

    (1,577

Increase in other team operating costs, including team personnel compensation, net of insurance recovery (see discussion below)

    1,207   

Increase in venue operating costs

    1,088   

Other net increases

    1,035   
       
  $ (35,506
       

Net provisions for certain team personnel transactions (including the impact of NBA luxury tax), NBA luxury tax (excluding the impact of certain team personnel transactions) and NHL revenue sharing (excluding playoffs) were as follows:

 

     Years Ended December 31,         
         2009              2008          Decreases  

Net provisions for certain team personnel transactions (including the impact of NBA luxury tax)

   $ 8,040       $ 24,927       $ (16,887

Net provisions for NBA luxury tax (excluding the impact of certain team personnel transactions) and NHL revenue sharing (excluding playoffs)

     3,488         14,948         (11,460

Team personnel transactions for the year ended December 31, 2009 primarily reflect provisions recorded for player waivers and the costs associated with a player trade of $5,169 and $3,286, respectively. Team personnel transactions for the year ended December 31, 2008 primarily reflect provisions recorded for career-ending and season-ending player injuries of $20,952, which is net of anticipated insurance recoveries of $11,935, as well as player waivers of $3,226. The cost of these transactions are recorded when the transaction occurs, but payments owed are generally paid over the remaining contract terms.

The change in the net provisions for NBA luxury tax (excluding the impact of certain team personnel transactions) and NHL revenue sharing (excluding playoffs) for the year ended December 31, 2009 as compared to the prior year, as reflected in the table above, reflects a lower net provision for NBA luxury tax, based primarily on the Knicks’ estimated season-ending team salaries subject to the tax and a lower net provision for NHL revenue sharing expense, based primarily on estimates of the Rangers’ and league-wide season-ending revenues. See “Business Overview—MSG Sports—Expenses—Player Salaries and League Payments.”

The lower expenses associated with other live sporting events primarily reflect the absence of costs associated with one of the large scale boxing events promoted in 2008.

The increase in other team operating costs during the year ended December 31, 2009, as compared to the prior year, is net of $4,838 in insurance recoveries related to a non season-ending player injury in 2009.

 

71


Table of Contents

Selling, general and administrative expenses

Selling, general and administrative expenses for the year ended December 31, 2009 increased $20,013, or 23%, to $108,344, as compared to the prior year. The net increase is attributable to the following:

 

Increase in severance-related costs, primarily attributable to a separation agreement with a team executive entered into in 2009

   $         14,779   

Increase in employee salaries and related benefits

     4,345   

Other net increases

     889   
        
   $ 20,013   
        

AOCF

AOCF increased $12,924, or 42%, to a negative AOCF of $17,959, for the year ended December 31, 2009 as compared to 2008. The increase was due primarily to lower operating expenses partly offset by the higher severance costs discussed above.

Liquidity and Capital Resources

Overview

Our primary sources of liquidity are cash and cash equivalents on hand, cash flows from the operations of our businesses and available borrowing capacity under our $375,000 five-year credit agreement with a syndicate of lenders, that we refer to as the “Credit Agreement,” providing for a senior secured revolving credit facility that we refer to as the “Revolving Credit Facility” (see “Financing Agreements” below.) Our principal uses of cash include capital spending, working capital-related items and investments that we may fund from time to time. The decision of the Company as to the use of its available liquidity will be based upon an ongoing review of the funding needs of the business, the optimal allocation of cash resources, and the timing of cash flow generation.

As discussed in “Item 1. Business — Our Venues — The Madison Square Garden Arena Transformation,” we are pursuing a major renovation of The Garden, which we refer to as the Transformation. In order to most efficiently and effectively complete the Transformation, it will remain a year-round project. Our goal is to minimize disruption to current operations and, to achieve this, we plan for The Garden to remain open for the Knicks’ and Rangers’ regular seasons and playoffs. We plan to close The Garden and The Theater at Madison Square Garden after the conclusion of the Knicks’ and Rangers’ seasons, including the playoffs in each of the 2011, 2012 and 2013 calendar years. The outcome of the Knicks’ and Rangers’ seasons will determine when the venues will close. Given that we cannot know in advance when those seasons will end, we are generally not booking live entertainment or other sporting events from a period commencing in April and ending in October. We are also currently not planning to host pre-season Rangers’ games in 2011 at The Garden. While we seek to minimize disruptions during the Transformation, including scheduling events at other venues or to other times of the year when The Garden or The Theater at Madison Square Garden will be open, we do not expect to be able to reschedule all events that would otherwise have occurred during the shutdowns. Consequently, we expect to lose revenues as a result of this schedule.

We expect the renovated lower bowl of The Garden to be open for the 2011-12 NBA and NHL regular seasons and the renovated upper bowl to be open for the 2012-13 NBA and NHL regular seasons. In each case, construction on areas such as concourses and certain restrooms, concessions and suites will continue during the seasons and a portion of the upper bowl seating (less than 1,100 seats) will be unavailable during part of the 2011-2012 NBA and NHL seasons.

As we prepare to transform the lower bowl of The Garden, with the help of our project manager, construction manager and architect, we continue to refine our near-term construction phasing. For example, we have accelerated portions of the construction work, previously planned for this upcoming off-season, earlier into calendar 2011 while

 

72


Table of Contents

the building is still in use for events. While this initiative increases overall project costs, we believe it is advisable to accelerate work where we can do so, given the complexity of the project and the benefits of reducing some scheduling pressure on our off-season months. We have been able to accomplish this effort while minimizing disruption to our customers. In addition to shifting forward portions of the construction work, we are about to enter into our first off-season shutdown, after which we will gain important experience and knowledge related to the project. While we have previously provided a range of projected construction costs for the Transformation project, we believe it would be imprudent and premature to provide an estimate at this time. Rather, for planning and liquidity purposes, and to be prudent and cautious, we are factoring in a reserve, which may or may not be entirely necessary, that is 15% above the high-end of the previously provided cost range of $850,000.

The Transformation project remains within our overall expectations. Our schedule for opening the lower and upper bowls, as well as the other elements in the transformed arena, has not changed. Construction costs for the Transformation project incurred through December 31, 2010 were approximately $171,000 of which approximately $113,000 was incurred in 2010. We continue to believe that we will have sufficient liquidity to fund the Transformation project from cash on hand, cash flows from operations and, if necessary, our Revolving Credit Facility.

As with any major renovation project, the Transformation is subject to potential unexpected delays, costs or other problems. Depending upon the severity and timing, such events could materially and negatively affect our business, results of operations and cash flows.

We have assessed the implications of the recent volatility in the capital and credit markets on our ability to meet our net funding and investing requirements over the next twelve months and we believe that the combination of cash and cash equivalents on hand, cash generated from operating activities and borrowing availability under our Revolving Credit Facility should provide us with sufficient liquidity. However, continuing market disruptions could cause broader economic downturns, which may lead to lower demand for our offerings, such as lower levels of attendance or advertising levels. These economic events could adversely impact our results of operations and our cash flows and might require that we seek alternative sources of funding.

Financing Agreements

Revolving Credit Facility

On January 28, 2010, MSG L.P. and certain of its subsidiaries entered into the Credit Agreement. The proceeds of borrowings under the facility are available for working capital and capital expenditures, including but not limited to the Transformation, and for general corporate purposes. The Credit Agreement and related security agreement contain certain customary representations and warranties, affirmative covenants and events of default. All borrowings under the Revolving Credit Facility are subject to the satisfaction of customary conditions, including covenant compliance, absence of a default and accuracy of representations and warranties. As of December 31, 2010, there was $6,900 in letters of credit issued under the Revolving Credit Facility. Our available borrowing capacity under the Revolving Credit Facility as of December 31, 2010 was $368,100.

Borrowings under the Revolving Credit Facility bear interest at a floating rate which at the option of MSG L.P. may be either 2.5% over a U.S. Federal or U.S. Prime Rate, or 3.5% over an adjusted LIBOR rate. Accordingly, we will be subject to interest rate risk with respect to any borrowings we may make under that facility. In appropriate circumstances, we may seek to reduce this exposure through the use of interest rate swaps or similar instruments. 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 Revolving Credit Facility requires MSG L.P. to pay a commitment fee of 0.75% in respect of the average daily unused commitments thereunder. MSG L.P. is also required to pay customary letter of credit fees, as well as fronting fees, to banks that issue letters of credit pursuant to the Revolving Credit Facility.

 

73


Table of Contents

The Credit Agreement requires MSG L.P. to comply with the following financial covenants: (i) a maximum total secured leverage ratio of 3.50:1.00 and (ii) a maximum total leverage ratio of 6.00:1.00. In addition, there is a minimum interest coverage ratio of 2.50:1.00 for Madison Square Garden, Inc. As of December 31, 2010, the Company was in compliance with the financial covenants in the Credit Agreement.

Guarantees and Security

All obligations under the Credit Agreement are guaranteed by MSG L.P.’s existing and future direct and indirect domestic subsidiaries that are not designated as excluded subsidiaries or unrestricted subsidiaries in accordance with the facility (the “Guarantors”). All obligations under the Credit Agreement, including the guarantees of those obligations, are secured by certain of the assets of MSG L.P. and each Guarantor, (collectively, “Collateral”) including, but not limited to, a pledge of the equity interests held directly or indirectly by MSG L.P. in each Guarantor. The Collateral, however, does not include, among other things, our sports franchises or other assets of any of MSG L.P.’s teams, including of the Knicks and Rangers, or any interests in real property of MSG L.P. or the Guarantors, including the Madison Square Garden Complex, the leasehold interest in Radio City Music Hall and MSG L.P.’s real property interest in other venues.

Prepayments

Subject to customary notice and minimum amount conditions, MSG L.P. may voluntarily prepay outstanding loans under the Revolving Credit Facility at any time, in whole or in part, without premium or penalty (except for customary breakage costs with respect to Eurodollar loans).

With certain exceptions, MSG L.P. is required to make mandatory prepayments on loans outstanding, 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.

Certain Covenants and Events of Default

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 MSG 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) incur additional indebtedness; (ii) create liens on certain assets; (iii) make investments, loans or advances in or to other persons; (iv) pay dividends and distributions or repurchase capital stock; (v) repay, redeem or repurchase certain indebtedness; (vi) change its lines of business; (vii) engage in certain transactions with affiliates; (viii) amend specified material agreements; (ix) merge or consolidate; (x) make dispositions; and (xi) enter into agreements that restrict the granting of liens. In addition, under the Credit Agreement, Madison Square Garden, Inc. must generally remain a passive holding company.

Advances to Cablevision

On March 23, 2010, a subsidiary of Cablevision repaid to the Company the entire principal balance of a $190,000 non-amortizing promissory note due June 30, 2010 along with $914 interest accrued at the rate of 3.25% per annum and without prepayment penalty. The promissory note was executed on January 28, 2010 to replace the non-interest bearing advance owed to the Company by the same subsidiary of Cablevision that was outstanding as of December 31, 2009.

Tax Disaffiliation Agreement

Under the terms of our Tax Disaffiliation Agreement with Cablevision, in order to preserve the tax-free treatment to Cablevision of the Distribution, we are subject to certain restrictions during the two-year period following the Distribution that might affect our ability to raise cash. In particular, we may not issue equity securities if any

 

74


Table of Contents

such issuances would, in the aggregate, constitute 50% or more of the voting power or value of our capital stock, which restriction might limit our financing options. This restriction will be more pronounced if the market price of our stock declines significantly below the value of our stock on the Distribution date, since the restrictions in the Tax Disaffiliation Agreement apply to the number of shares issued, rather than the proceeds we receive upon issuance. In addition, we are restricted from selling certain of our assets during the two-year period, which might also impede our ability to raise cash through asset sales.

Cash Flow Discussion

Operating Activities

Net cash provided by operating activities for the year ended December 31, 2010 increased by $93,401 to $195,282 as compared to the prior year. This increase was driven by a $68,455 increase in net income and other non-cash items and an increase of $24,946 resulting from changes in assets and liabilities. The increase in changes in assets and liabilities was primarily due to an increase in accrued and other liabilities for the year ended December 31, 2010 of $612 as compared to a decrease of $27,107 in the prior year as well as a decrease in prepaid expenses and other assets for the year ended December 31, 2010 of $13,277 as compared to an increase of $1,006 in the prior year; these items were partially offset by an increase in the net receivable due from Cablevision for the year ended December 31, 2010 of $15,062 as compared to a decrease of $270 in the prior year.

Net cash provided by operating activities for the year ended December 31, 2009 increased by $32,435 to $101,881 as compared to the prior year. The most significant change in comparing the 2009 operating cash flows to 2008 was a $32,496 increase in income before depreciation and amortization and other non-cash items.

Investing Activities

Net cash used in investing activities for the year ended December 31, 2010 increased by $72,137 to $131,424 as compared to the prior year primarily driven by a $73,544 increase in capital expenditures. The higher level of capital expenditures mainly reflect increased spending related to the Transformation, and to a lesser extent, new office space and HD production facilities for the MSG Media segment.

Net cash used in investing activities for the year ended December 31, 2009 decreased by $33,537 to $59,287 as compared to the prior year primarily driven by a $37,632 investment made in Front Line Management Group, Inc. during the year ended December 31, 2008.

Financing Activities

Net cash provided by financing activities for the year ended December 31, 2010 increased by $184,528 to $180,924 as compared to the prior year. This increase was primarily driven by the 2010 receipt of the principal balance of a $190,000 promissory note due from a subsidiary of Cablevision. This increase was partially offset by a $5,840 increase in deferred financing costs associated with the Revolving Credit Facility.

Net cash used in financing activities for the year ended December 31, 2009 decreased by $57,673 to $3,604 as compared to the prior year. This decline was primarily driven by an advance of $60,000 made to a subsidiary of Cablevision in 2008.

 

75


Table of Contents

Contractual Obligations and Off Balance Sheet Arrangements

Future cash payments required under unconditional purchase obligations pursuant to material contracts entered into by the Company in the normal course of business and outstanding letters of credit as of December 31, 2010 are summarized in the following table.

 

     Payments Due by Period  
           Total                  Year      
1
           Years      
2-3
           Years      
4-5
     More Than
5 Years
 

Off balance sheet arrangements:

              

Contractual obligations (a)

   $ 1,305,380       $ 181,495       $ 253,031       $ 168,140       $ 702,714   

Operating lease obligations (b)

     405,916         38,892         80,114         76,775         210,135   

Letters of credit (c)

     6,900         6,900                           
                                            
     1,718,196         227,287         333,145         244,915         912,849   
                                            

Contractual obligations reflected on the balance sheet:

              

Capital lease obligations (d)

     6,986         1,822         1,244         1,244         2,676   

Contractual obligations (e)

     50,877         19,486         4,492         7,836         19,063   
                                            
     57,863         21,308         5,736         9,080         21,739   
                                            

Total

   $ 1,776,059       $ 248,595       $ 338,881       $ 253,995       $ 934,588   
                                            

 

 

 

(a)

Contractual obligations not reflected on the balance sheet consist primarily of (i) long-term rights agreements which provide the Company with exclusive broadcast rights to certain live sporting events in exchange for minimum contractual payments in the MSG Media segment, (ii) obligations under employment agreements that the Company has to its professional sports teams’ personnel in the MSG Sports segment that are generally guaranteed regardless of employee injury or termination, and (iii) minimum purchase requirements incurred in the normal course of the Company’s operations.

 

(b)

Operating lease obligations primarily represent future minimum rental payments on various long-term, noncancelable leases for office and storage space, and lease commitments for Radio City Music Hall and the Beacon Theatre.

 

(c)

Consists primarily of letters of credit obtained by the Company under the Revolving Credit Facility as collateral for certain insurance policies and for a lease agreement.

 

(d)

Reflects the face amount of capital lease obligations, including related interest.

 

(e)

Consists principally of amounts earned under employment agreements that the Company has with certain of its professional sports teams’ personnel in the MSG Sports segment.

The future cash payments reflected above do not include the impact of potential insurance recoveries or amounts which may be due to the NBA for luxury tax payments or revenue assistance, or the NHL for revenue sharing.

Seasonality of Our Business

The dependence of the MSG Sports segment on revenues from its NBA and NHL sports teams generally means it earns a disproportionate share of its revenues in the first and fourth quarter of each calendar year. The dependence of the MSG Entertainment segment on revenues from its Christmas shows generally means it earns a disproportionate share of its revenues and operating income in the fourth quarter of the calendar year.

 

76


Table of Contents

Recently Adopted Accounting Pronouncements and Critical Accounting Policies

Recently Adopted Accounting Pronouncements

In October 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2009-13, Multiple-Deliverable Revenue Arrangements , which provides amendments that (a) update the criteria for separating consideration in multiple-deliverable arrangements, (b) establish a selling price hierarchy for determining the selling price of a deliverable, and (c) replace the term “fair value” in the revenue allocation guidance with the term “selling price” to clarify that the allocation of revenue is based on entity-specific assumptions. ASU No. 2009-13 eliminates the residual method of allocating arrangement consideration to deliverables, requires the use of the relative selling price method and requires that a vendor determines its best estimate of selling price in a manner consistent with that used to determine the price to sell the deliverable on a stand-alone basis. ASU No. 2009-13 requires a vendor to significantly expand the disclosures related to multiple-deliverable revenue arrangements with the objective to provide information about the significant judgments made and changes to those judgments and how the application of the relative selling price method affects the timing or amount of revenue recognition.

The Company has various types of multiple-deliverable arrangements, including multi-year sponsorship agreements. The deliverables included in each sponsorship agreement vary and may include suite licenses, event tickets, and various media and advertising benefits, which include items such as, but not limited to, signage in The Garden and other MSG venues. The timing of revenue recognition for each deliverable is dependent upon meeting the revenue recognition criteria for the respective deliverable.

The Company allocates revenue to all deliverables in an arrangement based on their relative selling price. The new accounting principles establish a hierarchy to determine the selling price to be used for allocating revenue to the deliverables as follows: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence of selling price (“TPE”) and (iii) best estimate of selling price (“BESP”). VSOE is generally limited to the price that a vendor charges when it sells the same or similar products or services on a standalone basis. TPE is determined based on the prices charged by competitors of the Company for a similar deliverable when sold separately. When the Company is unable to establish VSOE and TPE for deliverables, the Company determines the estimated selling price using BESP.

For many deliverables in an arrangement, such as game tickets and advertising assets, the Company has VSOE of selling price as it typically sells the same or similar deliverables regularly on a standalone basis. The Company’s process for determining its estimated selling prices for deliverables without VSOE or TPE involves management’s judgment. The Company’s process considers multiple factors that may vary depending upon the unique facts and circumstances related to each deliverable. Key factors considered by the Company in developing BESP for deliverables include, but are not limited to, prices charged for similar deliverables, the Company’s ongoing pricing strategy and policies, consideration of pricing of similar deliverables sold in other multiple-deliverable agreements, and other factors.

The Company retrospectively adopted ASU No. 2009-13 effective as of January 1, 2009 as the standard more appropriately reflects the economics of the Company’s multiple-deliverable agreements. The adoption of ASU No. 2009-13 had an immaterial impact on previously reported revenues and operating income and therefore, no adjustments to prior interim or annual financial statements were made.

Critical Accounting Policies

In preparing its consolidated financial statements, the Company is required to make certain estimates, judgments and assumptions that it believes are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. The significant

 

77


Table of Contents

accounting policies which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include the following:

Impairment of Long-Lived and Indefinite-Lived Assets

The Company’s long-lived and indefinite-lived assets as of December 31, 2010 include goodwill of $742,492, other intangible assets, net of $288,499 ($158,096 of which are identifiable indefinite-lived intangibles), and $472,821 of property and equipment, net. These assets accounted for approximately 68% of the Company’s consolidated total assets as of December 31, 2010.

In assessing the recoverability of the Company’s goodwill and other long-lived assets, the Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the respective assets. These estimates and assumptions could have a significant impact on whether an impairment charge is recognized and also the magnitude of any such charge. Fair value estimates are made at a specific point in time, based on relevant information. These estimates are subjective in nature and involve uncertainties and matters of significant judgments and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Estimates of fair value are primarily determined using discounted cash flows and comparable market transactions. These valuations are based on estimates and assumptions including projected future cash flows, discount rates, determination of appropriate market comparables and determination of whether a premium or discount should be applied to comparables. For MSG Media, these valuations also include assumptions for projected average rates per viewing subscribers and growth in fixed price contractual arrangements used to determine affiliation fee revenue, access to sports programming and programming rights and the cost of such sports programming and programming rights, amount of programming time that is advertiser supported, number of advertising spots available and the sell through rates for those spots, average fee per advertising spot, and operating margins, among other assumptions. For MSG Entertainment, these valuations include assumptions for the number of shows and events at the Company’s venues and the number of shows related to the Company’s proprietary content on tour. For MSG Sports, these valuations include assumptions for ticket sales, revenues related to sales of suite licenses, local and national television broadcasting rights, sponsorships, concessions, player and other team personnel compensation, and luxury tax or revenue sharing assumptions for comparable market transactions. If these estimates or material related assumptions change in the future, we may be required to record impairment charges related to our long-lived assets.

Goodwill

Goodwill is tested annually for impairment during the first quarter and at any time upon the occurrence of certain events or substantive changes in circumstances. The impairment test for goodwill is a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill that would be recognized in a business combination. For the purpose of evaluating goodwill impairment, the Company has three reporting units that are the same as its reportable segments, and all of which recognized goodwill.

The goodwill balance as of December 31, 2010 by reportable segment is as follows:

 

MSG Media

   $         465,326   

MSG Entertainment

     58,979   

MSG Sports

     218,187   
        
   $ 742,492   
        

 

78


Table of Contents

Based on the Company’s annual impairment test during the first quarter of 2010, the Company’s reporting units had significant 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). In order to evaluate the sensitivity of the estimated fair value calculations of the Company’s reporting units on the annual impairment calculation for goodwill, the Company applied a hypothetical 30% decrease to the estimated fair values of each reporting unit. This hypothetical decrease of 30% would have no impact on the goodwill impairment analysis for any of the Company’s reporting units.

Identifiable Indefinite-Lived Intangible Assets

Identifiable indefinite-lived intangible assets are tested annually for impairment during the first quarter and at any time upon the occurrence of certain events or substantive changes in circumstances. The impairment test for identifiable indefinite-lived intangible assets consists of a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The following table sets forth the amount of identifiable indefinite-lived intangible assets reported in the Company’s consolidated balance sheet as of December 31, 2010 by reportable segment:

 

MSG Entertainment

   $ 61,881   

MSG Sports

     96,215   
        
   $         158,096   
        

The Company’s identifiable indefinite-lived intangible assets relate to trademarks and sports franchises. The Company’s indefinite-lived trademark intangible assets relate to the Company’s Radio City related trademarks which include the Radio City Christmas Spectacular and the Rockettes and The Chicago Theatre related trademarks, which were all valued using a relief-from-royalty method in which the expected benefits are valued by discounting hypothetical royalty payments based on projected revenues covered by the trademarks. The Company’s indefinite-lived sports franchises intangibles representing the Company’s NBA and NHL sports franchises were valued using a direct valuation method based on market comparables. Both the Radio City related trademarks and the sports franchises were recorded in April 2005, when Cablevision acquired the remaining 40% interest in a subsidiary of Cablevision which wholly-owned the Company. 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.

Based on the Company’s annual impairment test during the first quarter of 2010, the Company’s Radio City related trademarks and sports franchise identifiable indefinite-lived intangible assets had significant safety margins, representing the excess of each identifiable indefinite-lived intangible asset’s estimated fair value over its respective carrying value. In order to evaluate the sensitivity of the fair value calculations of all the Company’s identifiable indefinite-lived intangibles, the Company applied hypothetical 15%, 20% and 30% decreases to the estimated fair value of each of the Company’s identifiable indefinite-lived intangibles. These hypothetical 15%, 20% and 30% decreases in estimated fair value would not have resulted in an impairment of any of our identifiable indefinite-lived intangibles other than The Chicago Theatre related trademarks, which have a carrying value of $8,000. The hypothetical fair value decline would have resulted in impairment charges against The Chicago Theatre related trademarks of approximately $95, $560 and $1,490 at 15%, 20% and 30%, respectively.

Other Long-Lived Assets

For other long-lived assets, including intangible assets that are amortized, the Company evaluates assets for recoverability when there is an indication of potential impairment. If the undiscounted cash flows from a group of assets being evaluated is less than the carrying value of that group of assets, the fair value of the asset group is determined and the carrying value of the asset group is written down to fair value.

 

79


Table of Contents

The Company has recognized intangible assets for affiliation agreements and affiliate relationships, season ticket holder relationships, suite holder relationships, and other intangibles as a result of purchase accounting. The Company has determined that certain of such intangible assets have finite lives. The estimated useful lives and net carrying values of these intangibles at December 31, 2010 are as follows:

 

     Net Carrying
Value at
December 31, 2010
     Estimated
Useful Lives

Affiliation agreements and affiliate relationships

   $ 71,722       10 to 24 years

Season ticket holder relationships

     43,181       10 to 15 years

Suite holder relationships

     7,350       11 years

Broadcast rights

     2,503       10 years

Other amortizable intangibles

     5,647       7 to 15 years

All of the primary finite-lived intangible assets were recorded when Cablevision acquired the remaining 40% interest in a subsidiary of Cablevision which wholly-owned the Company in April 2005. The useful lives for the affiliation agreements, affiliate relationships, season ticket holder relationships and suite holder relationships were determined based upon an analysis of the weighted average remaining terms of existing agreements the Company had in place with its major customers at the time that purchase accounting was applied, plus an estimate for renewals of such agreements. The Company has been successful in renewing its major affiliation agreements and maintaining customer relationships in the past and believes it will be able to renew its major affiliation agreements and maintain those customer relationships in the future. Furthermore, the Company has been successful in maintaining its relationships with its season ticket holders and suite holders in the past and believes it will be able to significantly renew its season ticket and suite holder relationships and maintain those relationships in the future. However, it is possible that the Company will not successfully renew such agreements as they expire or that if it does, the net revenue earned may not equal or exceed the net revenue currently being earned, which could have a significant adverse impact on our business. In light of these facts and circumstances, the Company has determined that its estimated useful lives are appropriate.

There have been periods when an existing affiliation agreement has expired and the parties have not finalized negotiations of either a renewal of that agreement or a new agreement for certain periods of time. In substantially all these instances, the affiliates continued to carry and pay for the service under oral or written interim agreements until execution of definitive replacement agreements or renewal.

If an affiliate were to cease carrying the service on an other than temporary basis, the Company would record an impairment charge for the then remaining carrying value of that affiliation agreement and affiliate relationship intangible asset. If the Company were to renew an affiliation agreement at rates that produced materially less net revenue compared to the net revenue produced under the previous agreement, the Company would evaluate the impact on its cash flows and, if necessary, would further evaluate such indication of potential impairment by following the policy described above for the asset or asset group containing that intangible asset. The Company also would evaluate whether the remaining useful life of the affiliation agreement and affiliate relationship remained appropriate. Based on the carrying value of the affiliation agreements and affiliate relationships recorded as of December 31, 2010, if the estimated life of these affiliation agreements and affiliate relationships were shortened by 10%, the effect on amortization for the year ended December 31, 2010 would be to increase our annual amortization expense by approximately $774.

Defined Benefit Pension and Other Postretirement Benefit Plans

The Company utilizes actuarial methods to calculate pension and other postretirement benefit obligations and the related net periodic benefit cost which are based on actuarial assumptions. Two key assumptions, the discount rate and the expected long-term rate of return on plan assets, are important elements of the plans’ expense and liability measurement and we evaluate these key assumptions annually. Other assumptions include demographic

 

80


Table of Contents

factors, such as mortality, retirement age and turnover. The actuarial assumptions used by the Company may differ materially from actual results due to various factors, including, but not limited to, changing economic and market conditions. Differences between actual and expected occurrences could significantly impact the actual amount of net periodic benefit cost and the benefit obligation recorded by the Company. Material changes in the costs of the plans may occur in the future due to changes in these assumptions, changes in the number of the plan participants, changes in the level of benefits provided, changes in asset levels and changes in legislation. Our assumptions reflect our historical experience and our best judgment regarding future expectations.

Accumulated and projected benefit obligations reflect the present value of future cash payments for benefits. The rate we use to discount these payments was determined (based on the expected duration of the benefit payments for the plans) from the Buck Consultants’ Discount Rate Model (which is developed by examining the yields on selected highly rated corporate bonds), to select a rate at which we believe the plans’ benefits could be effectively settled. Lower discount rates increase the present value of benefit obligations and the subsequent year’s net periodic benefit cost. The weighted-average discount rates used to determine benefit obligations as of December 31, 2010 for the Company’s pension and postretirement plans were 5.55% and 5.35%, respectively. A 25 basis point decrease in these assumed discount rates would increase the projected benefit obligations for the Company’s pension and postretirement plans at December 31, 2010 by $4,403 and $223, respectively. The weighted-average discount rates used to determine net periodic benefit cost for the year ended December 31, 2010 for the Company’s pension and postretirement plans were 6.24% and 5.90%, respectively. A 25 basis point decrease in these assumed discount rates would increase the total net periodic benefit cost for the Company’s pension and postretirement plans for the year ended December 31, 2010 by $413 and $12, respectively.

The expected long-term return on plan assets is based on a periodic review and modeling of the plan’s asset allocation structure over a long-term horizon. Expectations of returns for each asset class are the most important of the assumptions used in the review and modeling and are based on comprehensive reviews of historical data, forward-looking economic outlook, and economic/financial market theory. The expected long-term rate of return was selected from within the reasonable range of rates determined by (a) historical real returns, net of inflation, for the asset classes covered by the investment policy, and (b) projections of inflation over the long-term period during which benefits are payable to plan participants. The expected long-term rate of return on plan assets for the Company’s funded pension plans was 4.06% for the year ended December 31, 2010. Performance of the capital markets affects the value of assets that are held in trust to satisfy future obligations under the Company’s funded plans. Adverse market performance in the future could result in lower rates of return for these assets than projected by the Company which could increase the Company’s funding requirements related to these plans, as well as negatively affect the Company’s operating results by increasing the net periodic benefit cost. A 25 basis point decrease in the long-term return on pension plan assets assumption would increase net periodic pension benefit cost by $166 for the year ended December 31, 2010.

Another important assumption for our postretirement plan is healthcare cost trend rates. We developed our estimate of the healthcare cost trend rates through examination of the Company’s claims experience and the results of recent healthcare trend surveys.

Assumptions for healthcare cost trend rates used to determine the benefit obligation and net periodic benefit cost for our postretirement plan as of and for the year ended December 31, 2010 are as follows:

 

    Net Periodic
Benefit
Cost
    Benefit Obligation  

Healthcare cost trend rate assumed for next year

    8.00     9.00

Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)

    5.00     5.00

Year that the rate reaches the ultimate trend rate

    2014        2019   

 

81


Table of Contents

A one percentage point change in assumed healthcare cost trend rates would have the following effects on the benefit obligation for our postretirement plan and net periodic postretirement benefit cost as of and for the year ended December 31, 2010:

 

     Increase
(Decrease) on
Total of Service
and Interest  Cost
Components
    Increase
(Decrease)  on
Benefit Obligation
 

One percentage point increase

   $ 70      $ 871   

One percentage point decrease

   $ (60   $ (758

U.S. generally accepted accounting principles include mechanisms that serve to limit the volatility in our earnings which otherwise would result from recording changes in the value of plan assets and benefit obligations in our consolidated financial statements in the periods in which those changes occur. For example, while the expected long-term rate of return on the plans’ assets should, over time, approximate the actual long-term returns, differences between the expected and actual returns could occur in any given year. These differences contribute to the deferred actuarial gains or losses, which are then amortized over time.

See Note 14 to the Consolidated Financial Statements for more information on our pension and other postretirement benefit plans.

 

82


Table of Contents

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

For sensitivity analyses and other information regarding market risks we face in connection with our pension and postretirement plans, see Item 7. “Management’s Discussion and Analysis of Results of Operation and Financial Condition—Recently Adopted Accounting Pronouncements and Critical Accounting Policies—Critical Accounting Policies—Defined Benefit Pension and Other Postretirement Benefit Plans,” which information is incorporated by reference herein.

Our market risk exposure to interest rate risk relates to any borrowing we may incur. We have no 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 the operation of our venues.

Borrowings under our Revolving Credit Facility at our election incur interest at a floating rate based upon LIBOR, the U.S. Federal Funds Rate or the U.S. Prime Rate, plus, in each case, a fixed spread. Accordingly, we would be subject to interest rate risk with respect to the tenor of any borrowings we may make under the Revolving Credit Facility. 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 7. “Management’s Discussion and Analysis of Results of Operation and Financial Condition—Financing Agreements for more information on our Revolving Credit Facility.

On February 4, 2011 the Company exchanged its ownership interest in Front Line Management Group, Inc., valued at approximately $41 million, for approximately 3,913,000 shares, or 2.16%, of Live Nation Entertainment, Inc. (“LNE”) common stock as of that date. The price of LNE common stock has fluctuated between $2.47 and $18.75 over the past three years and it may continue to fluctuate significantly in the future. In addition, LNE has a large number of shares of common stock outstanding and available for resale beginning at various points in time in the future. Sales of a substantial number of LNE shares in the public market, or the possibility that these sales may occur, could cause the market price for its common stock to decline.

Item 8. Financial Statements and Supplementary Data

The Financial Statements required by this Item 8 appear beginning on page 94 of this Annual Report on Form 10-K, and are incorporated by reference herein.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation was carried out under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based upon that evaluation as of December 31, 2010, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in alerting them in a timely manner to material information required to be disclosed in our periodic reports filed with the SEC.

Management’s Annual Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is a process designed under the supervision of the

 

83


Table of Contents

Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance to the Company’s management and Board of Directors regarding the reliability of financial reporting and the preparation of the Company’s external financial statements, including estimates and judgments, in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those internal controls determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The Company’s management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The effectiveness of our internal control over financial reporting as of December 31, 2010, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Changes in Internal Controls

During our most recent fiscal quarter, there has not been any change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None

 

84


Table of Contents

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Information relating to our directors, executive officers and corporate governance will be included in a Form 10-K/A, which will be filed within 120 days of the end of our fiscal year ended December 31, 2010 (the “2010 10-K/A”) and is incorporated herein by reference.

Item 11. Executive Compensation

Information relating to executive compensation will be included in the 2010 10-K/A, which is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information relating to the beneficial ownership of our common stock will be included in the 2010 10-K/A, which is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Information relating to certain relationships and related transactions and director independence will be included in the 2010 10-K/A, which is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

Information relating to principal accountant fees and services will be included in the 2010 10-K/A, which is incorporated herein by reference.

 

85


Table of Contents

PART IV

Item 15. Exhibits and Financial Statement Schedules

The following documents are filed as part of this report:

 

  1. The financial statements as indicated in the index set forth on page 94.

 

  2. Financial statement schedule:

 

     Page
No.
 

Schedule supporting consolidated financial statements:

  

Schedule II — Valuation and Qualifying Accounts

     87   

Schedules other than that listed above have been omitted, since they are either not applicable, not required or the information is included elsewhere herein.

 

  3. The Index to Exhibits is on page 90.

 

86


Table of Contents

MADISON SQUARE GARDEN, INC.

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

(in thousands)

 

     Balance at
Beginning
of Period
    Provision
for Bad
Debt
    Deductions/
Write-Offs
and Other
Charges
     Balance
at End of
Period
 

Year Ended December 31, 2010
Allowance for doubtful accounts

   $ (2,337   $ (726   $ 653       $ (2,410
                                 

Year Ended December 31, 2009
Allowance for doubtful accounts

   $ (2,320   $ (1,013   $ 996       $ (2,337
                                 

Year Ended December 31, 2008
Allowance for doubtful accounts

   $ (3,164   $ (2   $ 846       $ (2,320
                                 

 

87


Table of Contents

SIGNATURES

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 March, 2011.

 

Madison Square Garden, Inc.
By:      

/s/ Robert M. Pollichino

  Name:       Robert M. Pollichino
  Title:       Executive Vice President and Chief
        Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Hank J. Ratner and Robert M. Pollichino, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him in his name, place and stead, in any and all capacities, to sign this report, and file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons in the capacities and on the dates indicated on behalf of each of the Registrants.

 

Name

  

Title

 

Date

/s/ Hank J. Ratner

 

Hank J. Ratner

   President and Chief Executive Officer (Principal Executive Officer)   March 4, 2011

/s/ Robert M. Pollichino

 

Robert M. Pollichino

   Executive Vice President and Chief Financial Officer (Principal Financial Officer)   March 4, 2011

/s/ Joseph F. Yospe

 

Joseph F. Yospe

   Senior Vice President, Controller and Principal Accounting Officer   March 4, 2011

/s/ James L. Dolan

 

James L. Dolan

  

Executive Chairman (Director)

  March 4, 2011

/s/ Charles F. Dolan

 

Charles F. Dolan

  

Director

  March 4, 2011

/s/ Charles P. Dolan

 

Charles P. Dolan

  

Director

  March 4, 2011

/s/ Kristin A. Dolan

 

Kristin A. Dolan

  

Director

  March 4, 2011

 

88


Table of Contents

Name

  

Title

 

Date

/s/ Thomas C. Dolan

 

Thomas C. Dolan

  

Director

  March 4, 2011

/s/ Deborah Dolan-Sweeney

 

Deborah Dolan-Sweeney

  

Director

  March 4, 2011

/s/ Marianne Dolan Weber

 

Marianne Dolan Weber

  

Director

  March 4, 2011

/s/ Brad Dorsogna

 

Brad Dorsogna

  

Director

  March 4, 2011

/s/ Richard D. Parsons

 

Richard D. Parsons

  

Director

  March 4, 2011

/s/ Alan D. Schwartz

 

Alan D. Schwartz

  

Director

  March 4, 2011

/s/ Brian Sweeney

 

Brian Sweeney

  

Director

  March 4, 2011

/s/ Vincent Tese

 

Vincent Tese

  

Director

  March 4, 2011

 

89


Table of Contents

INDEX TO EXHIBITS

 

EXHIBIT
NO.

  

DESCRIPTION

  2.1    Distribution Agreement between Cablevision Systems Corporation and Madison Square Garden, Inc. (incorporated by reference to Exhibit 2.1 to Amendment No. 7 to the Company’s Registration Statement on Form 10 filed on January 14, 2010).
  3.1    Amended and Restated Certificate of Incorporation of Madison Square Garden, Inc. (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on February 10, 2010).
  3.2    Amended By-Laws of Madison Square Garden, Inc. (incorporated by reference to Exhibit 3.4 to Amendment No. 6 to the Company’s Registration Statement on Form 10 filed on January 11, 2010).
  4.1    Registration Rights Agreement by and among Madison Square Garden, Inc. and The Charles F. Dolan Children Trusts (incorporated by reference to Exhibit 3.5 to Amendment No. 7 to the Company’s Registration Statement on Form 10 filed on January 14, 2010).
  4.2    Registration Rights Agreement by and among Madison Square Garden, Inc. and The Dolan Family Affiliates (incorporated by reference to Exhibit 3.6 to Amendment No. 7 to the Company’s Registration Statement on Form 10 filed on January 14, 2010).
  4.3    Transfer Consent Agreement with NBA, dated February 9, 2010 (incorporated by reference to Exhibit 3.7 to Amendment No. 6 to the Company’s Registration Statement on Form 10 filed on January 11, 2010).
  4.4    Transfer Consent Agreement with NHL, dated February 9, 2010 (incorporated by reference to Exhibit 3.8 to Amendment No. 6 to the Company’s Registration Statement on Form 10 filed on January 11, 2010).
10.1    Transition Services Agreement between Cablevision Systems Corporation and Madison Square Garden, Inc., dated January 12, 2010 (incorporated by reference to Exhibit 10.1 to Amendment No. 6 to the Company’s Registration Statement on Form 10 filed on January 11, 2010).
10.2    Tax Disaffiliation Agreement between Cablevision Systems Corporation and Madison Square Garden, Inc., dated January 12, 2010 (incorporated by reference to Exhibit 10.2 to Amendment No. 5 to the Company’s Registration Statement on Form 10 filed on December 24, 2009).
10.3    Employee Matters Agreement between Cablevision Systems Corporation and Madison Square Garden, Inc., dated January 12, 2010 (incorporated by reference to Exhibit 10.3 to Amendment No. 6 to the Company’s Registration Statement on Form 10 filed on January 11, 2010).
10.4    Madison Square Garden, Inc. 2010 Employee Stock Plan (incorporated by reference to Exhibit 10.4 to Amendment No. 6 to the Company’s Registration Statement on Form 10 filed on January 11, 2010).†
10.5    Madison Square Garden, Inc. 2010 Cash Incentive Plan (incorporated by reference to Exhibit 10.5 to Amendment No. 6 to the Company’s Registration Statement on Form 10 filed on January 11, 2010).†
10.6    Madison Square Garden, Inc. 2010 Stock Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the Quarter Ended March 31, 2010 filed on May 7, 2010).†

 

90


Table of Contents

EXHIBIT
NO.

  

DESCRIPTION

10.7    Lease Agreement, between RCPI Trust and Radio City Productions LLC, relating to Radio City Music Hall, dated December 4, 1997 (incorporated by reference to Exhibit 10.7 to Amendment No. 4 to the Company’s Registration Statement on Form 10 filed on November 4, 2009).+
10.8    First Amendment to Original Lease Agreement, dated December 4, 1997, between RCPI Trust and Radio City Productions LLC, dated February 19, 1999 (incorporated by reference to Exhibit 10.8 to Amendment No. 4 to the Company’s Registration Statement on Form 10 filed on November 4, 2009).
10.9    Second Amendment to Original Lease Agreement, dated December 4, 1997, between RCPI Landmark Properties, LLC and Radio City Productions LLC, dated November 6, 2002 (incorporated by reference to Exhibit 10.9 to Amendment No. 4 to the Company’s Registration Statement on Form 10 filed on November 4, 2009). +
10.10    Third Amendment to Original Lease Agreement, dated December 4, 1997, between RCPI Landmark Properties, LLC and Radio City Productions LLC, dated August 14, 2008 (incorporated by reference to Exhibit 10.10 to Amendment No. 3 to the Company’s Registration Statement on Form 10 filed on October 19, 2009).+
10.11    Fourth Amendment to Lease, dated January 24, 2011 between RCPI Landmark Properties, LLC and Radio City Productions LLC. *
10.12    Restated Guaranty of Lease between Madison Square Garden, L.P. and RCPI Landmark Properties, LLC, dated August 14, 2008 (incorporated by reference to Exhibit 10.11 to Amendment No. 4 to the Company’s Registration Statement on Form 10 filed on November 4, 2009).+
10.13    First Amendment to Restated Guaranty dated as of March 22, 2010 by and among RCPI Landmark Properties, LLC and Madison Square Garden, L.P. (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2010 filed on August 6, 2010). +
10.14    Second Amendment to Restated Guaranty dated as of January 24, 2011 by and among RCPI Landmark Properties, LLC and Madison Square Garden, L.P.
10.15    Affiliation Agreement between CSC Holdings, Inc. and Madison Square Garden, L.P. (incorporated by reference to Exhibit 10.12 to Amendment No. 6 to the Company’s Registration Statement on Form 10 filed on January 11, 2010).+
10.16    Form of Madison Square Garden, Inc. Option Agreement in respect of Vested Cablevision Options granted on and prior to November 8, 2005 (incorporated by reference to Exhibit 10.13 to Amendment No. 6 to the Company’s Registration Statement on Form 10 filed on January 11, 2010).†
10.17    Form of Madison Square Garden, Inc. Rights Agreement (incorporated by reference to Exhibit 10.14 to Amendment No. 6 to the Company’s Registration Statement on Form 10 filed on January 11, 2010).†
10.18    Form of Madison Square Garden, Inc. Option Agreement in respect of Vested Cablevision Options granted on June 5, 2006 and October 19, 2006 (incorporated by reference to Exhibit 10.15 to Amendment No. 6 to the Company’s Registration Statement on Form 10 filed on January 11, 2010).†
10.19    Form of Madison Square Garden, Inc. Option Agreement in respect of Cablevision Options granted on January 20, 2009 (incorporated by reference to Exhibit 10.16 to Amendment No. 6 to the Company’s Registration Statement on Form 10 filed on January 11, 2010).†

 

91


Table of Contents

EXHIBIT
NO.

  

DESCRIPTION

10.20    Form of Madison Square Garden, Inc. Option Agreement in respect of Cablevision Options granted on March 5, 2009 (incorporated by reference to Exhibit 10.17 to Amendment No. 6 to the Company’s Registration Statement on Form 10 filed on January 11, 2010).†
10.21    Employment Agreement by and between Madison Square Garden, Inc. and James L. Dolan (incorporated by reference to Exhibit 10.18 to Amendment No. 5 to the Company’s Registration Statement on Form 10 filed on December 24, 2009).†
10.22    Employment Agreement by and between Madison Square Garden, Inc. and Hank J. Ratner (incorporated by reference to Exhibit 10.19 to Amendment No. 5 to the Company’s Registration Statement on Form 10 filed on December 24, 2009).†
10.23    Employment Agreement by and between Madison Square Garden, Inc. and Robert M. Pollichino (incorporated by reference to Exhibit 10.20 to Amendment No. 5 to the Company’s Registration Statement on Form 10 filed on December 24, 2009).†
10.24    Employment Agreement by and between Madison Square Garden, Inc. and Lawrence J. Burian (incorporated by reference to Exhibit 10.21 to Amendment No. 5 to the Company’s Registration Statement on Form 10 filed on December 24, 2009).†
10.25    Time Sharing Agreement between Dolan Family Office LLC and Madison Square Garden, Inc. (incorporated by reference to Exhibit 10.22 to Amendment No. 5 to the Company’s Registration Statement on Form 10 filed on December 24, 2009).
10.26    Standstill Agreement by and among Madison Square Garden, Inc. and The Dolan Family Group (incorporated by reference to Exhibit 10.23 to Amendment No. 7 to the Company’s Registration Statement on Form 10 filed on January 14, 2010).
10.27    Employment Agreement by and between Madison Square Garden, Inc. and Joseph F. Yospe (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on February 26, 2010). †
10.28    Employment Agreement by and between Madison Square Garden, Inc. and Robert J. Lynn (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for quarter ended June 30, 2010 filed on August 6, 2010). †
10.29    Credit Agreement, dated as of January 28, 2010, among Madison Square Garden, L.P., certain subsidiaries of Madison Square Garden, L.P., J.P. Morgan Securities Inc., as sole lead arranger, J.P. Morgan Securities Inc., Barclays Capital, Suntrust Robinson Humphrey, Inc. and Banc of America Securities, LLC, as bookrunners, Barclays Capital and Suntrust Robinson Humphrey, Inc., as co-syndication agents, Barclays Bank PLC and Suntrust Robinson Humphrey, Inc., as co-documentation agents, JPMorgan Chase Bank, National Association, as administrative agent, collateral agent and letter of credit issuer, and the lenders parties thereto (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on February 1, 2010).
10.30    Security Agreement, dated as of January 28, 2010, among Madison Square Garden, L.P., certain subsidiaries of Madison Square Garden, L.P., other guarantors referred to thereto and JPMorgan Chase Bank, National Association, as collateral agent (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on February 1, 2010).
10.31    Form of Non-Employee Director Award Agreement (incorporated by reference to Exhibit 10.27 to the Company’s Form 10-K/A (Amendment No. 1) filed on April 23, 2010).†
10.32    Form of Restricted Stock Units Agreement (incorporated by reference to Exhibit 10.28 to the Company’s Form 10-K/A (Amendment No. 1) filed on April 23, 2010).†

 

92


Table of Contents

EXHIBIT
NO.

  

DESCRIPTION

10.33    Form of Performance Award Agreement (incorporated by reference to Exhibit 10.29 to the Company’s Form 10-K/A (Amendment No. 1) filed on April 23, 2010).†
10.34    Form of Restricted Shares Agreement (incorporated by reference to Exhibit 10.30 to the Company’s Form 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 2009 filed on April 23, 2010).†
10.35    Construction Management Agreement, dated as of July 8, 2010 between Madison Square Garden, L.P. and Turner Construction Company (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 9, 2010).
21.1    Subsidiaries of the Registrant.
23.1    Consent of KPMG LLP.
31.1    Certification of Hank J. Ratner under Rule 13a-14(a).
31.2    Certification of Robert M. Pollichino under Rule 13a-14(a).
32.1    Section 1350 Certification of Hank J. Ratner.
32.2    Section 1350 Certification of Robert M. Pollichino.

 

+ Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.