Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 9, 2024

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-41627

92-0318813

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

Two Penn Plaza

New York

10121

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 465-6000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Class A Common Stock

MSGE

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☑

Item 2.02 Results of Operations and Financial Condition.

On May 9, 2024, Madison Square Garden Entertainment Corp. (the “Company”) announced its financial results for its third quarter ended March 31, 2024. A copy of the press release containing the announcement is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, regardless of any general incorporation language in such filings.

Item 7.01 Regulation FD Disclosure.

Investor Presentation

On May 9, 2024, the Company also issued an investor presentation. The investor presentation is included as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.

Forward-Looking Statements

This document may contain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results, developments or events may differ materially from those in the forward-looking statements as a result of various factors, including financial community perceptions of the Company and its business, operations, financial condition and the industries in which it operates and the factors described in the Company’s filings with the Securities and Exchange Commission, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein. The Company disclaims any obligation to update any forward-looking statements contained herein, except as may be required by law or applicable regulations.

Item 9.01 Financial Statements and Exhibits.


(d)			Exhibits

99.1			Press Release dated May 9, 2024 .

99.2			Investor Presentation dated May 9, 2024.

104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


MADISON SQUARE GARDEN ENTERTAINMENT CORP. (Company)

By:						/s/ Michael J. Grau
Name:						Michael J. Grau
Title:						Executive Vice President and Chief Financial Officer

Dated: May 9, 2024

MADISON SQUARE GARDEN ENTERTAINMENT CORP. REPORTS

FISCAL 2024 THIRD QUARTER RESULTS

FY24 Revenue Range Narrowed to $940-950 Million, as Compared to Prior Range of $930-950 Million

FY24 Operating Income Range Increased to $100-110 Million, Versus Prior $95-105 Million

FY24 AOI Range Increased to $200-210 Million, as Compared to $195-205 Million Previously (1)

NEW YORK, N.Y., May 9, 2024 - Madison Square Garden Entertainment Corp. (NYSE: MSGE) (“MSG Entertainment” or the “Company”) today reported financial results for the fiscal third quarter ended March 31, 2024.

The fiscal 2024 third quarter was highlighted by the continued strength of the Company’s bookings business, led by robust growth in the number of concerts held at the Company’s venues. With these positive results, the Company remains on track to achieve a low double-digit percentage increase in the number of bookings events in fiscal 2024. During the fiscal 2024 third quarter, the Company also continued to host the New York Knicks (“Knicks”) and New York Rangers (“Rangers”) 2023-24 regular season home games at the Madison Square Garden Arena (“The Garden”), which included five additional Knicks home games as compared to the prior year quarter.

Financial results for the three and nine months ended March 31, 2024 reflect the Company on a fully standalone basis. Results for the three and nine months ended March 31, 2023, which were prior to the spin-off from Sphere Entertainment Co. (“Sphere Entertainment”), are presented in accordance with generally accepted accounting principles (“GAAP”) for the preparation of carve-out financial statements. These prior year results do not include all of the expenses that would have been incurred by MSG Entertainment had it been a standalone company for the periods presented. Therefore, results for the three and nine months ended March 31, 2024 are not fully comparable with results for the prior year period.

For the fiscal 2024 third quarter, the Company reported revenues of $228.3 million, an increase of $27.1 million, or 13%, as compared to the prior year quarter. In addition, the Company reported operating income of $16.8 million and adjusted operating income of $38.5 million, decreases of $7.9 million and $11.6 million, respectively, as compared to the prior year quarter.(1)

Executive Chairman and CEO James L. Dolan said, “Our business continues to outperform our original expectations for fiscal 2024, and we are on track to generate robust growth in our first full year as a standalone public company. Looking ahead, we remain confident in the strength of our assets and our ability to generate long-term value for our shareholders.”

Results for the Three and Nine Months Ended March 31, 2024 and 2023:


	Three Months Ended								Nine Months Ended
	March 31,				Change				March 31,				Change
$ millions	2024		2023		$		%		2024		2023		$		%
Revenues	$	228.3	$	201.2	$	27.1	13	%	$	773.2	$	703.6	$	69.6	10	%
Operating Income	$	16.8	$	24.7	$	(7.9)	(32)	%	$	120.8	$	126.8	$	(6.0)	(5)	%
Adjusted Operating Income(1)	$	38.5	$	50.2	$	(11.6)	(23)	%	$	198.4	$	200.9	$	(2.5)	(1)	%

Note: Amounts may not foot due to rounding.

(1)See page 4 of this earnings release for the definition of adjusted operating income (loss) ("AOI") included in the discussion of non-GAAP financial measures. The Company has amended this definition so that the non-cash portion of operating lease revenue related to the Company’s Arena License Agreements with Madison Square Garden Sports Corp. (“MSG Sports”) is no longer excluded in all periods presented, as well as in the Company's financial guidance. For full year fiscal 2024, the non-cash portion of operating lease revenue is expected to be $25.3 million, which is now included in the current AOI range of $200-210 million and in the prior AOI range of $195-205 million. For the three and nine months ended March 31, 2024, the non-cash portion of operating lease revenue was $13.2 million and $22.8 million, respectively, and for the three and nine months ended March 31, 2023 the non-cash portion of operating lease revenue was $12.1 million and $25.1 million, respectively.

Entertainment Offerings, Arena License Fees and Other Leasing(2)

Fiscal 2024 third quarter revenues from entertainment offerings of $146.2 million increased $17.0 million, or 13%, as compared to the prior year period, primarily due to higher event-related revenues and revenues subject to the sharing of economics with MSG Sports pursuant to the Arena License Agreements.

•Event-related revenues increased $10.7 million, as compared to the prior year quarter, primarily due to an increase in the number of concerts at the Company's venues, partially offset by the absence of a marquee sporting event that took place in the prior year quarter.

•Revenues subject to the sharing of economics with MSG Sports pursuant to the Arena License Agreements increased $6.8 million, primarily due to higher suite license fee revenues as compared to the prior year quarter.

Fiscal 2024 third quarter arena license fees and other leasing revenues of $36.7 million increased $4.7 million, or 15%, as compared to the prior year period, primarily due to higher arena license fees, the result of five more Knicks games played at The Garden, as compared to the prior year quarter.

Fiscal 2024 third quarter direct operating expenses associated with entertainment offerings, arena license fees and other leasing of $113.0 million increased $22.7 million, or 25%, as compared to the prior year quarter. The increase reflected higher event-related expenses of $12.0 million, primarily due to the increase in the number of concerts at the Company's venues and, to a lesser extent, higher per-concert expenses, both as compared to the prior year quarter. In addition, expenses associated with the sharing of economics with MSG Sports pursuant to the Arena License Agreements increased $6.0 million, primarily due to higher expenses incurred as a result of the increase in suite license fee revenues, while venue operating costs increased $2.6 million, both as compared to the prior year quarter.

Food, Beverage and Merchandise(2)

Fiscal 2024 third quarter food, beverage and merchandise revenues of $45.4 million increased $5.4 million, or 14%, as compared to the prior year period. This was primarily due to the increase in the number of concerts held at the Company's venues and the impact of five more Knicks home games, as compared to the prior year period, partially offset by lower per-concert food and beverage revenues, which reflects a mix shift to more concerts at the Company's theaters during the current year quarter.

Fiscal 2024 third quarter food, beverage and merchandise direct operating expenses of $29.0 million increased $4.2 million, or 17%, as compared to the prior year quarter, primarily driven by the related increase in food and beverage revenues.

Selling, General and Administrative Expenses

Fiscal 2024 third quarter selling, general and administrative expenses of $53.9 million increased $9.8 million, or 22%, as compared with the prior year period. Fiscal 2024 third quarter results reflect the Company on a fully standalone basis. Results for the fiscal 2023 third quarter reflect the allocation of corporate and administrative costs based on the accounting requirements for the preparation of carve-out financial statements. These results do not include all of the expenses that would have been incurred by MSG Entertainment had it been a standalone company in the prior year period. This was the primary driver of the overall increase in selling, general and administrative expenses, partially offset by the impact of the Company’s transition services agreement with Sphere Entertainment Co.

Operating Income and Adjusted Operating Income

Fiscal 2024 third quarter operating income of $16.8 million decreased $7.9 million, or 32%, and adjusted operating income of $38.5 million decreased $11.6 million, or 23%, both as compared to the prior year quarter. The decrease in operating income and adjusted operating income was primarily due to higher selling, general and administrative expenses as discussed above.

(2)Effective for the third quarter of fiscal 2024, the Company modified its presentation of revenues and direct operating expenses. As a result of this new disclosure, total revenue is now presented in three categories consisting of i) Revenues from entertainment offerings, ii) Food, beverage and merchandise revenues, and iii) Arena license fees and other leasing revenues. In addition, total direct operating expenses is now presented in two categories consisting of i) Entertainment offerings, arena license fees and other leasing direct operating expenses and ii) food, beverage, and merchandise direct operating expenses. Prior period financial information has been revised to conform with the current period presentation.

Financial Guidance

As a result of the positive momentum across its operations, the Company is narrowing its fiscal 2024 guidance for revenues and increasing its fiscal 2024 guidance for operating income and adjusted operating income. The Company currently expects the following:

• Revenues of $940 million to $950 million, as compared to its prior range of $930 to $950 million.

• Operating income of $100 million to $110 million, as compared to the prior range of $95 to $105 million.

• Adjusted operating income of $200 million to $210 million, as compared to the prior range of $195 to $205 million. The Company’s AOI range now includes approximately $25 million in non-cash operating lease revenue related to the Company’s Arena License Agreements with MSG Sports.(3)

An updated version of the MSG Entertainment investor presentation is now available at investor.msgentertainment.com.

About Madison Square Garden Entertainment Corp.

Madison Square Garden Entertainment Corp. (MSG Entertainment) is a leader in live entertainment, delivering unforgettable experiences while forging deep connections with diverse and passionate audiences. The Company’s portfolio includes a collection of world-renowned venues – New York’s Madison Square Garden, The Theater at Madison Square Garden, Radio City Music Hall, and Beacon Theatre; and The Chicago Theatre – that showcase a broad array of sporting events, concerts, family shows, and special events for millions of guests annually. In addition, the Company features the original production, the Christmas Spectacular Starring the Radio City Rockettes, which has been a holiday tradition for 90 years. More information is available at www.msgentertainment.com.

(3) See page 4 of this earnings release for the definition of adjusted operating income (loss) ("AOI") included in the discussion of non-GAAP financial measures. The Company has amended this definition so that the non-cash portion of operating lease revenue related to the Company’s Arena License Agreements with Madison Square Garden Sports Corp. (“MSG Sports”) is no longer excluded in all periods presented, as well as in the Company's financial guidance. For full year fiscal 2024, the non-cash portion of operating lease revenue is expected to be $25.3 million, which is now included in the current AOI range of $200-210 million and in the prior AOI range of $195-205 million..

Non-GAAP Financial Measures

The Company has amended the definition of adjusted operating income so that the impact of the non-cash portion of operating lease revenue related to the Company’s Arena License Agreements with MSG Sports is no longer excluded in all periods presented.

We define adjusted operating income (loss), which is a non-GAAP financial measure, as operating income (loss) excluding (i) depreciation, amortization and impairments of property and equipment, goodwill and other intangible assets, (ii) share-based compensation expense or benefit, (iii) restructuring charges or credits, (iv) merger, spin-off, and acquisition-related costs, including merger-related litigation expenses, (v) gains or losses on sales or dispositions of businesses and associated settlements, (vi) the impact of purchase accounting adjustments related to business acquisitions, (vii) gains and losses related to the remeasurement of liabilities under the executive deferred compensation plan, and (viii) amortization for capitalized cloud computing arrangement costs. We believe that the exclusion of share-based compensation expense or benefit allows investors to better track the performance of the various operating units of our business without regard to the settlement of an obligation that is not expected to be made in cash. We eliminate merger, spin-off, and acquisition-related costs, when applicable, because the Company does not consider such costs to be indicative of the ongoing operating performance of the Company as they result from an event that is of a non-recurring nature, thereby enhancing comparability. In addition, management believes that the exclusion of gains and losses related to the remeasurement of liabilities under the executive deferred compensation plan, provides investors with a clearer picture of the Company’s operating performance given that, in accordance with U.S. generally accepted accounting principles, gains and losses related to the remeasurement of liabilities under the executive deferred compensation plan are recognized in Operating (income) loss whereas gains and losses related to the remeasurement of the assets under the executive deferred compensation plan, which are equal to and therefore fully offset the gains and losses related to the remeasurement of liabilities, are recognized in Other income (expense), net, which is not reflected in Operating income (loss).

We believe adjusted operating income (loss) is an appropriate measure for evaluating the operating performance of the Company on a consolidated and combined basis. Adjusted operating income (loss) and similar measures with similar titles are common performance measures used by investors and analysts to analyze our performance. Internally, we use revenues and adjusted operating income (loss) as the most important indicators of our business performance, and evaluate management’s effectiveness with specific reference to these indicators. Adjusted operating income (loss) should be viewed as a supplement to and not a substitute for operating income (loss), net income (loss), cash flows from operating activities, and other measures of performance and/or liquidity presented in accordance with GAAP. Since adjusted operating income (loss) is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other companies. For a reconciliation of operating income (loss) to adjusted operating income (loss), please see page 6 of this release.

Forward-Looking Statements

This press release may contain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results, developments or events may differ materially from those in the forward-looking statements as a result of various factors, including financial community perceptions of the Company and its business, operations, financial condition and the industries in which it operates and the factors described in the Company’s filings with the Securities and Exchange Commission, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein. The Company disclaims any obligation to update any forward-looking statements contained herein.

# # #

Contacts:


Ari Danes, CFA Senior Vice President, Investor Relations, Financial Communications & Treasury Madison Square Garden Entertainment Corp. (212) 465-6072
Justin Blaber Vice President, Financial Communications Madison Square Garden Entertainment Corp. (212) 465-6109

Conference Call Information:

The conference call will be Webcast live today at 10:00 a.m. ET at investor.msgentertainment.com

Conference call dial-in number is 888-660-6386 / Conference ID Number 8020251

Conference call replay number is 800-770-2030 / Conference ID Number 8020251 until May 16, 2024

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(Unaudited)


	Three Months Ended March 31,				Nine Months Ended March 31,
	2024		2023		2024		2023
Revenues
Revenues from entertainment offerings	$	146,221	$	129,260	$	581,025	$	524,331
Food, beverage, and merchandise revenues	45,380		39,954		127,379		112,412
Arena license fees and other leasing revenue	36,712		32,015		64,787		$	66,818
Total revenues	228,313		201,229		773,191		703,561
Direct operating expenses
Entertainment offerings, arena license fees, and other leasing direct operating expenses	(112,997)		(90,296)		(375,786)		(332,290)
Food, beverage, and merchandise direct operating expenses	(29,024)		(24,837)		(70,673)		(65,108)
Total direct operating expenses	(142,021)		(115,133)		(446,459)		(397,398)
Selling, general, and administrative expenses	(53,945)		(44,122)		(151,156)		(127,537)
Depreciation and amortization	(13,182)		(14,798)		(39,972)		(46,369)
(Loss) gains, net on dispositions	—		(51)		—		4,361
Restructuring charges	(2,362)		(2,461)		(14,803)		(9,820)
Operating income	16,803		24,664		120,801		126,798

Interest income	341		2,482		2,275		5,804
Interest expense	(14,425)		(13,423)		(43,761)		(38,055)

Other income (expense), net	78		8,070		(1,545)		6,784

Income from operations before income taxes	2,797		21,793		77,770		101,331
Income tax expense	(2)		(73)		(397)		(804)
Net income	2,795		21,720		77,373		100,527
Less: Net loss attributable to nonredeemable noncontrolling interest	—		—		—		(553)
Net income attributable to MSG Entertainment’s stockholders	$	2,795	$	21,720	$	77,373	$	101,080

Income per share attributable to MSG Entertainment’s stockholders:
Basic	$	0.06	$	0.42	$	1.59	$	1.95
Diluted	$	0.06	$	0.42	$	1.58	$	1.95

Weighted-average number of shares of common stock:
Basic	48,109		51,768		48,675		51,768
Diluted	48,447		51,768		48,883		51,768

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

ADJUSTMENTS TO RECONCILE OPERATING INCOME (LOSS) TO

ADJUSTED OPERATING INCOME (LOSS)

(in thousands)

(Unaudited)

The following is a description of the adjustments to operating income in arriving at adjusted operating income as described in this earnings release:

•Depreciation and amortization. This adjustment eliminates depreciation and amortization of property and equipment and intangible assets in all periods.

•Share-based compensation. This adjustment eliminates the compensation expense relating to restricted stock units and stock options granted under the Company’s Employee Stock Plan, Sphere Entertainment’s Employee Stock Plan, the Company’s Non-Employee Director Plan and Sphere Entertainment’s Non-Employee Director Plan in all periods.

•Loss (gains), net on dispositions. This adjustment eliminates the impact of gains or losses from the disposition of assets or businesses in all periods.

•Restructuring charges. This adjustment eliminates costs related to termination benefits provided to certain corporate executives and employees.

•Merger, spin-off, and acquisition-related costs. This adjustment eliminates costs related to mergers, spin-offs and acquisitions, including merger-related litigation expenses, in all periods.

•Amortization for capitalized cloud computing arrangement costs. This adjustment eliminates amortization of capitalized cloud computing arrangement costs.

•Remeasurement of deferred compensation plan liabilities. This adjustment eliminates the impact of gains and losses related to the remeasurement of liabilities under the executive deferred compensation plan.


	Three Months Ended March 31,				Nine Months Ended March 31,
$ thousands	2024		2023		2024		2023
Operating income	$	16,803	$	24,664	$	120,801	$	126,798

Depreciation and amortization	13,182		14,798		39,972		46,369
Share-based compensation (excluding share-based compensation in restructuring charges)	5,611		8,014		19,561		21,979
Loss (gains), net on dispositions	—		51		—		(4,361)
Restructuring charges	2,362		2,461		14,803		9,820
Merger, spin-off, and acquisition-related costs(1)	—		—		2,035		—
Amortization for capitalized cloud computing arrangement costs	388		65		836		169
Remeasurement of deferred compensation plan liabilities	191		126		389		132
Adjusted operating income(2)	$	38,537	$	50,179	$	198,397	$	200,906

_________________

(1)This adjustment represents non-recurring costs incurred and paid by the Company for the sale of the retained interest by Sphere Entertainment Co.

(2)The Company has amended the definition of adjusted operating income so that the impact of the non-cash portion of operating lease revenue related to the Company’s Arena License Agreements with MSG Sports is no longer excluded in all periods presented. Pursuant to GAAP, recognition of operating lease revenue is recorded on a straight-line basis over the term of the agreement based upon the value of total future payments under the arrangement. As a result, operating lease revenue is comprised of a contractual cash component plus or minus a non-cash component for each period presented. Adjusted operating income includes operating lease revenue of (i) $22,372 and $38,610 of revenue collected in cash for the three and nine months ended March 31, 2024, respectively, and $19,014 and $39,234 of revenue collected in cash for the three and nine months ended March 31, 2023, respectively, and (ii) a non-cash portion of $13,216 and $22,831 for the three and nine months ended March 31, 2024, respectively, and $12,149 and $25,078 for the three and nine months ended March 31, 2023, respectively.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.


CONDENSED CONSOLIDATED AND COMBINED BALANCE SHEETS (unaudited)
(in thousands)

	March 31, 2024		June 30, 2023

ASSETS
Current Assets:
Cash, cash equivalents, and restricted cash	$	28,308	$	84,355
Accounts receivable, net	108,560		63,898
Related party receivables, current	29,690		69,466
Prepaid expenses and other current assets	89,240		77,562
Total current assets	255,798		295,281

Non-Current Assets:
Property and equipment, net	636,014		628,888
Right-of-use lease assets	307,435		235,790
Goodwill	69,041		69,041
Indefinite-lived intangible assets	63,801		63,801
Other non-current assets	126,482		108,356
Total assets	$	1,458,571	$	1,401,157








LIABILITIES AND DEFICIT
Current Liabilities:
Accounts payable, accrued and other current liabilities	$	205,076	$	214,725
Related party payables, current	46,596		47,281
Long-term debt, current	16,250		16,250
Operating lease liabilities, current	31,570		36,529
Deferred revenue	251,270		225,855
Total current liabilities	550,762		540,640

Non-Current Liabilities:
Long-term debt, net of deferred financing costs	602,468		630,184
Operating lease liabilities, non-current	330,902		219,955



Deferred tax liabilities, net	24,151		23,518
Other non-current liabilities	44,851		56,332
Total liabilities	1,553,134		1,470,629
Commitments and contingencies

Deficit:
Class A Common Stock (a)	455		450
Class B Common Stock (b)	69		69
Additional paid-in-capital	29,656		17,727
Treasury stock at cost (4,365 and 840 shares outstanding as of March 31, 2024 and June 30, 2023, respectively)	(140,512)		(25,000)

Retained earnings (deficit)	48,676		(28,697)
Accumulated other comprehensive loss	(32,907)		(34,021)
Total deficit	(94,563)		(69,472)


Total liabilities and deficit	$	1,458,571	$	1,401,157

_________________

(a) Class A Common Stock, $0.01 par value per share, 120,000 shares authorized; 45,523 and 45,024 shares issued as of March 31, 2024 and June 30, 2023, respectively.

(b) Class B Common Stock, $0.01 par value per share, 30,000 shares authorized; 6,867 shares issued as of March 31, 2024 and June 30, 2023, respectively.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

SELECTED CASH FLOW INFORMATION

(in thousands)

(Unaudited)


	Nine Months Ended
	March 31,
	2024		2023
Net cash provided by operating activities	$	111,054	$	132,341

Net cash (used in) provided by investing activities	(72,625)		13,261

Net cash used in financing activities	(94,476)		(85,194)


Net (decrease) increase in cash, cash equivalents, and restricted cash	(56,047)		60,408

Cash, cash equivalents, and restricted cash, beginning of period	84,355		62,573
Cash, cash equivalents, and restricted cash, end of period	$	28,308	$	122,981

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

APPENDIX

FISCAL 2024 FINANCIAL GUIDANCE

ADJUSTMENTS TO RECONCILE OPERATING INCOME TO

ADJUSTED OPERATING INCOME

(in millions)


						Fiscal Year 2024
Operating income						$100 - $110
Depreciation and amortization						54
Share-based compensation						28

Restructuring charges						15
Merger, spin-off and acquisition-related costs						2
Other (1)						1
Adjusted operating income						$200 - $210

(1)This adjustment reflects the elimination of amortization of capitalized cloud computing arrangement costs and the elimination of the impact of gains and losses related to the remeasurement for deferred compensation plan liabilities.

MAY 2024

2 FORWARD LOOKING STATEMENTS AND MARKET DATA Madison Square Garden Entertainment Corp. (the "Company“ or “MSG Entertainment”) has filed with the Securities and Exchange Commission an Annual Report on Form 10-K for the year ended June 30, 2023 (the “Annual Report”) and Quarterly Reports on Form 10 -Q for the quarters ended September 30, 2023, December 31, 2023 and March 31, 2024 (the “Quarterly Reports”). The Annual Report and the Quarterly Reports contain extensive disclosure about the Company and its business, including selected historical financial in formation and risk factors that an investor should consider before deciding whether to invest in securities of the Company. This presentation may contain statements that constitute forward looking statements within the meaning of the Private Securit ies Litigation Reform Act of 1995. Such statements include, but are not limited to, certain expectations, goals, projections, and benefits. Words or phrases “expects,” “anticipates,” “believes,” “estimates,” “may,” “will,” “should,” “could,” “potential,” “continue,” “intends,” “pla ns,” and similar words and terms used in the discussion of future operating and future financial performance identify forward looking statemen ts. Investors are cautioned that any such forward looking statements are not guarantees of future performance or results and are subject to kno wn and unknown risks, uncertainties and other factors. Actual results, developments or events may differ materially from those in th e forward looking statements as a result of various factors, including, but not limited to, the performance of the Company and its business and operations, its financial condition, factors affecting the industries in which it operates and the factors described in the Annual Report, th e Quarterly Reports and the Company’s subsequent filings with the Securities and Exchange Commission, including the sections titled “Risk Factors ” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein. Forward looking st atements speak only as of the date they are made. The Company disclaims any obligation to update or revise any forward -looking statements contained herein, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or for any other reason, except to the extent required by law. Investors should not place undue reliance on such forward -looking statements and should not regard the inclusion of such statements as representations by the Company that its plans and objectives will b e achieved or realized. Investors are further advised to consult any further disclosures by the Company in its subsequent filings with the Securities and Exchange Commission. Market Data This presentation also contains market data and other information based on industry publications, reports by market research firms or published independent sources. Some market data and information is also based on the Company's good faith estimates, which ar e derived from management's knowledge of its industry and such independent sources.

3 NON-GAAP FINANCIAL MEASURES We have amended the definition of adjusted operating income (loss) (“AOI”) so that the impact of the non -cash portion of operating lease revenue related to our Arena License Agreements with Madison Square Garden Sports Corp. (“MSG Sports”) is no longer excluded in all p eriods presented, as well as in our financial guidance. We define AOI, which is a non-GAAP financial measure, as operating income (loss) excluding (i) depreciation, amortization and im pairments of property and equipment, goodwill and other intangible assets, (ii) share-based compensation expense or benefit, (iii) restructuring charges or credits, (iv) merger, spin-off and acquisition-related costs, including merger related litigation expenses, (v) gains or losses on sales or dispositio ns of businesses and associated settlements, (vi) the impact of purchase accounting adjustments related to business acquisitions, (vii) gains and losses rela ted to the remeasurement of liabilities under the executive deferred compensation plan, and (viii) amortization for capitalized cloud computing arrangeme nt costs. We believe that the exclusion of share-based compensation expense or benefit allows investors to better track the performance of our business wi thout regard to the settlement of an obligation that is not expected to be made in cash. We eliminate merger, spin -off and acquisition-related costs, when applicable, because the Company does not consider such costs to be indicative of the ongoing operating performance of the Company as they result from an event that is of a non-recurring nature, thereby enhancing comparability. In addition, management believes that the exclusion of gains and losses related to the remeasurement of liabilities under the executive deferred compensation plan, provides investors with a clearer picture of the Company's operating performance given that, in accordance with GAAP, gains and losses related to the remeasurement of liabilities under the executive deferred compensation plan are recognized in Operating (income) loss whereas gains and losses related to the remeasurement of the asse ts under the executive deferred compensation plan, which are equal to and therefore fully offset the gains and losses related to the remeasurement o f liabilities, are recognized in Other income (expense), net, which is not reflected in Operating income (loss). We believe AOI is an appropriate measure for evaluating the operating performance of the Company on a consolidated and combin ed basis. AOI and similar measures with similar titles are common performance measures used by investors and analysts to analyze our performanc e. Internally, we use revenues and AOI as the most important indicators of our business performance, and evaluate management’s effectiveness with specific reference to these indicators. AOI should be viewed as a supplement to and not a substitute for operating income (loss), net income (loss) , cash flows from operating activities, and other measures of performance and/or liquidity presented in accordance with U.S. generally accepted accountin g principles (“GAAP”). Since AOI is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar m easures with similar titles used by other companies. For a reconciliation from Operating Income (U.S. GAAP Basis) to AOI please refer to the appen dix within this presentation.

4 LEGENDARY BRANDS ICONIC VENUES COMPELLING OPPORTUNITIES

OVERVIEW OF MSG ENTERTAINMENT SPIN-OFF ◼ On April 20, 2023, MSG Entertainment (NYSE: MSGE) was spun-off by Sphere Entertainment Co. ◼ ~67% of shares were distributed to shareholders, while 33% were retained by Sphere Entertainment Co. ◼ As of September 22, 2023, Sphere Entertainment Co. no longer owns any of the Company’s Class A common stock ◼ Spin-off created a pure-play live entertainment company, poised to benefit from strong demand for shared experiences 5

6 KEY INVESTMENT HIGHLIGHTS PROFITABLE BUSINESS POISED FOR GROWTH ENDURING POPULARITY OF CHRISTMAS SPECTACULAR WORLD-CLASS ENTERTAINMENT VENUES SUBSTANTIAL PRESENCE IN NEW YORK MARKET POTENTIAL FOR ONGOING RETURN OF CAPITAL

OUR PORTFOLIO 7

8 90 YEARS OF THE CHRISTMAS SPECTACULAR STARRING THE RADIO CITY ROCKETTES 35 YEAR DEALS TO HOST HOME GAMES FOR NEW YORK KNICKS & RANGERS 5 ICONIC VENUES ACROSS NEW YORK AND CHICAGO ~900 LIVE EVENTS IN FISCAL 2023 5.5+ MILLION GUESTS IN FISCAL 2023

MADISON SQUARE GARDEN “The World’s Most Famous Arena” #1 grossing venue of its size in the world1 ~21,000 seat maximum capacity 91BI LLBOARD MAGAZINE AS OF YEAR END 2023

10 THE THEATER AT MADISON SQUARE GARDEN Versatile venue in central New York City location ~5,600 seat maximum capacity RADIO CITY MUSIC HALL #1 grossing venue of its size in the world1 New York City and national landmark ~6,000 seat maximum capacity 1BI LLBOARD MAGAZINE AS OF YEAR END 2023

111BI LLBOARD MAGAZINE AS OF YEAR END 2023 BEACON THEATRE #3 grossing venue of its size in the world1 Iconic rock and roll landmark venue ~2,800 seat maximum capacity THE CHICAGO THEATRE Top 10 grossing venue of its size in the world1 Chicago landmark ~3,600 seat maximum capacity

12 CHRISTMAS SPECTACULAR STARRING THE RADIO CITY ROCKETTES Own the Radio City Rockettes and Christmas Spectacular brands 90 years of New York’s cherished holiday tradition

13 VALUABLE REAL ESTATE HOLDINGS O U R V E N U E S VENUE MARKET SIZE NEW YORK CITY ~1.1M SQ. FT. BUILDING NEW YORK CITY PART OF THE GARDEN CHICAGO ~73K SQ. FT. BUILDING VENUE MARKET SIZE EXPIRATION NEW YORK CITY ~577K SQ. FT. BUILDING 20381 NEW YORK CITY ~57K SQ. FT. BUILDING 20362 O W N E D LE A S E D 1RADIO CI TY MUSIC HALL’S LEASE EXPIRES IN 2038 WITH AN OPTION TO RENEW FOR AN ADDITIONAL TEN YEARS 2BEACON THEATRE’S LEASE EXPIRES IN 2036 WITH AN OPTION TO RENEW FOR AN ADDITIONAL TEN YEARS

14 OUR BUSINESS

SUBSTANTIAL PRESENCE IN NEW YORK CITY METRO AREA T H E E N T E R T A I N M E N T C A P I T A L O F T H E W O R L D 15 1NEW-YORK-NEWARK (UNITED STATES CENSUS BUREAU) 2NYC & COMPANY FY23 FACT SHEET 3FORTUNE 500 COMPANIES BY REGION REPORT 2022 4TRACKED BY NIELSEN RESEARCH 52023 POLLSTAR CONCERT MARKET RANKINGS (AS OF JANUARY 2024) #1 CONCERT MARKET IN THE U.S.5 23 MILLION+ POPULATION1 RANKED #1 OF 210 DESIGNATED MARKET AREAS4 61 MILLION+ ANNUAL TOURISTS2 HOME TO GREATEST # OF FORTUNE 500 COMPANIES3

UNMATCHED EXPERIENCES • World-class facilities and operations • Leveraging innovative technology ARTIST-FIRST APPROACH • Talent-friendly venues and service • Exclusive recurring programming • Exploring new event types ESTABLISHED RELATIONSHIPS • Deep industry connections • Promoter agnostic • Large and growing proprietary customer database • Increase venue utilization • Improve revenue and engagement across assets • Enable tailored offerings and cross- promotion to drive sell-through 16 • Grow per-event revenue and profitability • Drive repeat visitation to increase sell-through OPPORTUNITIES ESTABLISHED LEADER IN LIVE ENTERTAINMENT U N I Q U E A P P R O A C H D R I V E S B O O K I N G S U C C E S S

THE ENDURING POPULARITY OF THE CHRISTMAS SPECTACULAR 9 0 Y E A R S O F N E W Y O R K ’ S C H E R I S H E D H O L I D A Y T R A D I T I O N 1FY 2021 PRODUCTION CANCELLED DUE TO THE IMPACT OF COVID -19 AND FY 2022 PRODUCTION RUN ENDED EARLY DUE TO OMICRON COVID -19 VARIANT 17 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 Number of Shows 204 212 215 209 210 205 204 197 200 210 199 0 101 181 193 1 1 1 1.0 1.0 1.1 1.0 1.0 1.0 1.1 1.0 1.0 1.1 1.1 0.4 0.9 1.0 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY22 FY23 FY24 PAID ATTENDANCE IN MILLIONS $84 $82 $95 $90 $93 $101 $102 $109 $114 $128 $130 $56 $132 $149 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY22 FY23 FY24 TOTAL REVENUE $ IN MILLIONS 1

ORIGINAL NBA T E A M “ORIGINAL S IX" N H L T E A M 3 5 Y E A R D E A L S S T A R T I N G I N F Y 2 0 2 1 3% ANNUAL ESCALATORS1 88 PRE / REGULAR SEASON GAMES PER YEAR ARENA LICENSE AGREEMENTS INCLUDE ADDITIONAL REVENUE AND PROFIT-SHARING BETWEEN THE COMPANY AND MSG SPORTS2 VALUABLE LONG-TERM ARENA LICENSE AGREEMENTS WITH MSG SPORTS M A D I S O N S Q U A R E G A R D E N S E R V E S A S H O M E T O M A R Q U E E S P O R T S F R A N C H I S E S 18 1FOR ARENA LICENSE FEES UNDER THE ARENA LICENSE AGREEMENTS WITH MSG SPORTS 2INCLUDES SUITES, FOOD, BEVERAGE AND MERCHANDISE AND SHARED SPONSORSHIP AND SIGNAGE ASSETS A R E N A L I C E N S E F E E C A S H P A Y M E N T S $ I N M I L L I O N S $23 $24 $34 $46 $61 $17 $18 $25 $34 $46 $40 $42 $59 $80 $107 FY22 FY23 FY35 FY45 FY55 Knicks Rangers

STRONG MARKETING PARTNERSHIP TRACK RECORD S P O N S O R S H I P R E L A T I O N S H I P S D E L I V E R C O M P E L L I N G V A L U E INNOVATIVE MARKETING PARTNERSHIP OFFERINGS • Sought-after entertainment brands • Significant exposure in NYC • Cross-selling opportunities with MSG Sports VALUABLE MULTI-YEAR PARTNERSHIPS • Signature and Marquee partners represent majority of sponsorship revenue ATTRACTIVE GROWTH OPPORTUNITIES • Utilizing integrated approach to renew existing partners • Targeting emerging and underpenetrated verticals • New relationship formed with Oak View Group and Crown Properties Collection in September 2023 19

58 LEXUS LEVEL SUITES CAESARS SPORTSBOOK LOUNGE EXCEPTIONAL HOSPITALITY OFFERINGS D E L I V E R I N G F I R S T - C L A S S E X P E R I E N C E S 18 INFOSYS LEVEL SUITES 20 23 EVENT LEVEL SUITES1 SUITE SIXTEEN THE HUB LOFT WIDE ARRAY OF PREMIUM PRODUCTS • Over 100 premium hospitality offerings • Range of exclusive private spaces, first-class amenities and premier seating locations PRIME POSITIONING IN NEW YORK CITY • Primarily licensed to corporate customers • Multi-year agreements for majority of suites • Partnership with MSG Sports offers access to premium live sporting events POISED FOR GROWTH • Strength of product and content offerings bolsters ongoing renewal and new sales activity • Plan to explore enhancing and expanding offerings, creating new monetization opportunities • Two new event-level suite offerings opened in FY24 1I ncludes 22 event-level su i tes and one event - level club offer ing

21 FINANCIAL OVERVIEW

22 ARENA LICENSE AGREEMENTS2 8% SPONSORSHIP, SIGNAGE, & SUITES1 31% FOOD, BEVERAGE & MERCHANDISE 18% FISCAL 2023 REVENUE $851M 1INCLUDES ADVERTISING SALES COMMISSIONS REVENUE ($8.8M) UNDER THE ADVERTISING SALES REPRESENTATION AGREEMENT WITH MSG NETWORKS , WHICH WAS TERMINATED AS OF DECEMBER 31, 2022 2INCLUDES OTHER REVENUE FROM LEASES AND SUBLEASES DIVERSIFIED REVENUE BASE F I S C A L 2 0 2 3 R E P O R T E D R E V E N U E M I X TICKETING & VENUE LICENSE FEES 42%

FISCAL 2024 FINANCIAL GUIDANCE 23 KEY DRIVERS OF FISCAL 2024 GUIDANCE IMPROVING VENUE UTILIZATION • Low double-digit percentage growth in events in bookings business BUILDING ON THE SUCCESS OF CHRISTMAS SPECTACULAR • Increased sell-through, average ticket yield and number of shows GROWING PREMIUM HOSPITALITY • Robust new sales and renewal activity • Two new event-level suite offerings introduced AGREEMENTS WITH MSG SPORTS • Contractual annual escalators in arena license fees • Growth in revenues subject to sharing of economics with MSG Sports2 NOTE: M REPRESENTS DOLLARS IN MILLIONS 1 PLEASE REFER TO SLIDE NUMBER 3 FOR OUR DISCUSSION ON NON -GAAP FINANCIAL MEASURES AND THE APPENDIX FOR A RECONCILIATION FROM OPER ATING INCOME (U.S. GAAP BASIS) TO AOI . THE COMPANY HAS AMENDED THE DEFINITION OF AOI SO THAT THE NON-CASH PORTION OF OPERATING LEASE REVENUE RELATED TO THE COMPANY’S ARENA LICENSE AGREEMENTS WITH MSG SPORTS I S NO LONGER EXCLUDED IN THE COMPANY’S FINANCIAL GUIDANCE. FOR FULL YEAR FI SCAL 2024, THE NON -CASH PORTION OF OPERATING LEASE REVENUE I S EXPECTED TO BE $25.3 MILLION, WHICH I S NOW INCLUDED IN THE CURRENT AOI RANGE OF $200 -210 MILLION AND IN THE PRIOR AOI RANGE OF $195-205 MILLION 2INCLUDES SUITES, FOOD, BEVERAGE AND MERCHANDISE AND SHARED SPONSORSHIP AND SIGNAGE ASSETS OPERATING INCOME1 $100M-$110M ADJUSTED OPERATING INCOME1 $200M-$210M FISCAL 2024 REVENUE $940M-$950M

BALANCE SHEET SNAPSHOT P O T E N T I A L F O R O N G O I N G R E T U R N O F C A P I T A L 24 TOTAL DEBT OUTSTANDING5 $630M CASH AND CASH EQUIVALENTS6 $28M NET DEBT $602M NET DEBT LEVERAGE7 2.9x – 3.0x CAPITAL ALLOCATION PRIORITIES • Focus on debt paydown and opportunistic return of capital to shareholders • $140M Class A Shares repurchased since April 20231 • $110M remaining under share repurchase authorization WELL POSITIONED FOR CASH GENERATION • FY2024 AOI Guidance $200M-$210M2 • FY2024 estimated net interest payments $50M3 • Capital expenditure plans primarily maintenance-related4 • Minimal cash taxpayer through FY2026 NOTE: M REPRESENTS DOLLARS IN MILLIONS 1INCLUDES (A) $75M IN SHARE REPURCHASES FROM SPHERE ENTERTAINMENT CO. AND (B) THE REPAYMENT OF THE $65M DELAYED DRAW TERM LOAN FACIL I TY, INCLUDING ACCRUED FEES AND INTEREST, FROM SPHERE ENTERTAINMENT CO. WITH SHARES OF CLASS A COMMON STOCK 2PLEASE REFER TO SLIDE NUMBER 3 FOR OUR DISCUSSION ON NON -GAAP FINANCIAL MEASURES AND THE APPENDIX FOR A RECONCILIATION FROM OPERATING INCOME (U.S. GAAP BASIS) TO AOI 3NET OF INTEREST INCOME 4RENOVATIONS OF THE GARDEN, BEACON THEATRE, AND RADIO CI TY MUSIC HALL WERE COMPLETED IN 2013, 2009, AND 1999, RESPECTIVELY 5TOTAL DEBT OUTSTANDING AT 3/31/24 6UNRESTRICTED CASH AND CASH EQUIVALENTS AT 3/31/24 7NET DEBT LEVERAGE I S CALCULATED USING PROJECTED FI SCAL 2024 AOI GUIDANCE RANGE OF $200-210 MILLION. FI SCAL 2024 AOI GUIDANCE RANGE INCLUDES THE NON -CASH PORTION OF OPERATING LEASE REV ENUE RELATED TO THE COMPANY’S ARENA LICENSE AGREEMENTS WITH MSG SPORTS WHICH I S EXPECTED TO BE $25.3 MILLION IN FI SCAL YEAR 2024

25 APPENDIX

26 PROJECTED FY2024 OPERATING INCOME (U.S.GAAP) $100M-$110M Depreciation and Amortization $54M Share-based compensation $28M Restructuring charges $15M Merger, spin-off and acquisition-related costs1 $2M Other2 $1M PROJECTED FY2024 ADJUSTED OPERATING INCOME3 $200M-$210M APPENDIX F Y 2 0 2 4 G U I D A N C E R E C O N C I L I A T I O N O F O P E R A T I N G I N C O M E T O A D J U S T E D O P E R A T I N G I N C O M E NOTE: M REPRESENTS DOLLARS IN MILLIONS 1REPRESENTS NON-RECURRING COSTS INCURRED AND PAID BY THE COMPANY FOR THE SALE OF THE RETAINED INTEREST BY SPHERE ENTERTAINMENT CO . IN SEPTEMBER 2023 2REPRESENTS AMORTIZATION FOR CAPI TALIZED CLOUD COMPUTING ARRANGEMENTS AND DEFERRED COMPENSATION REMEASUREMENT 3PLEASE REFER TO SLIDE NUMBER 3 FOR OUR DISCUSSION ON NON -GAAP FINANCIAL MEASURES

Cover Page	Feb. 07, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 09, 2024
Entity Registrant Name	MADISON SQUARE GARDEN ENTERTAINMENT CORP.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-41627
Entity Tax Identification Number	92-0318813
Entity Address, Address Line One	Two Penn Plaza
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10121
City Area Code	(212)
Local Phone Number	465-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock
Trading Symbol	MSGE
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Central Index Key	0001952073
Amendment Flag	false