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): November 7, 2023

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 November 7, 2023, Madison Square Garden Entertainment Corp. (the “Company”) announced its financial results for its first quarter ended September 30, 2023. 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 November 7, 2023, 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 November 7, 2023

99.2			Investor Presentation dated November 7, 2023

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/ David F. Byrnes
Name:						David F. Byrnes
Title:						Executive Vice President and Chief Financial Officer

Dated: November 7, 2023

MADISON SQUARE GARDEN ENTERTAINMENT CORP. REPORTS

FISCAL 2024 FIRST QUARTER RESULTS

Company Continues to See FY2024 Revenues of $900-930 Million and AOI of $160-$170 Million(1)

Company Updates FY2024 Operating Income Range to $85-$95 Million(2)

On Track to Deliver Low Double-Digit Percentage Increase in Bookings Events in FY2024

Due to Strong Demand, Two Shows Added to Upcoming Christmas Spectacular Run, Bringing Total to 187 Shows

NEW YORK, N.Y., November 7, 2023 - Madison Square Garden Entertainment Corp. (NYSE: MSGE) ("MSG Entertainment" or the "Company") today reported financial results for the fiscal first quarter ended September 30, 2023.

The fiscal 2024 first quarter marked the start of MSG Entertainment's first full fiscal year as a standalone public company. The Company continues to see its bookings calendar for the remainder of fiscal 2024 fill up and remains on track to achieve a low double-digit percentage increase in events in its bookings business for the fiscal year. Last month, the New York Knicks and New York Rangers returned to the Madison Square Garden Arena ("The Garden") for the start of their 2023-24 regular seasons. Next week, the Christmas Spectacular production returns to Radio City Music Hall for its 90th holiday season. Given strong overall demand for this year's production, the Company recently added two performances to this year's run, for a total of 187 planned shows as compared to 181 shows in fiscal 2023.

Financial results for the fiscal 2024 first quarter reflect the Company on a fully standalone basis. Results for the fiscal 2023 first quarter, which was 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 period presented. Therefore, results for the fiscal 2024 first quarter are not fully comparable with results for the prior year period.

For the fiscal 2024 first quarter, the Company reported revenues of $142.2 million, a decrease of $4.2 million, or 3%, as compared to the prior year quarter. In addition, the Company reported an operating loss of $33.4 million, an increase of $22.1 million as compared to the prior year quarter, and an adjusted operating loss of $0.7 million, as compared to adjusted operating income of $11.5 million in the prior year quarter.(1)

Executive Chairman and CEO James L. Dolan said, “We are seeing strong demand across our business and are excited to welcome millions of guests to our venues in the coming months, including for this year’s Christmas Spectacular. We are on the path to generating robust growth this fiscal year and are confident that we are well positioned to create long-term value for shareholders.”

Results for the Three Months Ended September 30, 2023 and 2022:


	Three Months Ended
		September 30,	Change
$ millions			2023		2022		$		%
Revenues			$	142.2	$	146.5	$	(4.2)	(3)	%
Operating Loss			$	(33.4)	$	(11.3)	$	(22.1)	(196)	%
Adjusted Operating (Loss) Income(1)			$	(0.7)	$	11.5	$	(12.2)	NM

Note: Amounts may not foot due to rounding. NM — Absolute percentages greater than 200% and comparisons from positive to negative values or to zero values are considered not meaningful.

(1)See page 3 of this earnings release for the definition of adjusted operating income (loss) ("AOI") included in the discussion of non-GAAP financial measures.

(2)The Company is updating its fiscal 2024 guidance for operating income primarily due to the impact of restructuring charges.

Summary of Reported Results of Operations for the Fiscal 2024 First Quarter

For the fiscal 2024 first quarter, the Company reported revenues of $142.2 million, a decrease of $4.2 million, or 3%, as compared to the prior year quarter. Event-related revenues decreased $8.3 million as compared to the prior year period. This decrease primarily reflected a lower number of concerts held at the Company’s venues as compared to the prior year quarter, partially offset by higher per-concert revenues in the current year period. The prior year quarter benefited from a significant number of concerts that were rescheduled from earlier dates due to the COVID-19 pandemic. The overall decrease in revenues was partially offset by a $2.7 million increase in revenues subject to the sharing of economics with Madison Square Garden Sports Corp. (“MSG Sports”) pursuant to the Company's arena license agreements, primarily reflecting higher suite license fee revenues, and other net increases.

Fiscal 2024 first quarter direct operating expenses of $101.7 million were essentially unchanged as compared to the prior year quarter. Direct operating expenses reflected higher expenses associated with the sharing of economics with MSG Sports pursuant to the arena license agreements of $2.4 million, as well as other net cost increases, offset by lower event-related expenses of $4.7 million.

Fiscal 2024 first quarter selling, general and administrative expenses of $48.8 million increased $8.7 million, or 22%, as compared with the prior year quarter. The fiscal 2024 first quarter reflects the results of the Company on a fully standalone basis. Results for the fiscal 2023 first 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.

Fiscal 2024 first quarter operating loss increased by $22.1 million to a loss of $33.4 million, and adjusted operating income decreased by $12.2 million to a loss of $0.7 million, both as compared to the prior year quarter. The increase in operating loss was primarily due to restructuring charges, higher selling, general and administrative expenses, and the decrease in revenues. The decrease in adjusted operating income was primarily due to higher selling, general and administrative expenses and the decrease in revenues.

Financial Guidance

The Company is reaffirming its previously issued fiscal 2024 guidance for revenues and adjusted operating income, while updating its guidance for operating income, primarily due to the impact of restructuring charges. The Company currently expects the following:

• Revenues of $900 million to $930 million.

• Operating income of $85 million to $95 million.

• Adjusted operating income of $160 million to $170 million(3).

Other Matters

During the fiscal 2024 first quarter, the Company repurchased 3,525,314 shares of MSGE Class A common stock. This included (i) the repayment of the $65 million delayed draw term loan facility, including accrued fees and interest, from Sphere Entertainment Co. with 1,922,750 shares of MSGE Class A common stock in August, and (ii) the repurchase of 1,602,564 shares of MSGE Class A common stock at a price of $31.20 per share, for an aggregate purchase price of approximately $50 million, as part of the secondary underwritten offering by Sphere Entertainment Co. in September. Since becoming a standalone company in April 2023, the Company has repurchased 4,365,367 shares of MSGE Class A common stock for an aggregate purchase price of approximately $140 million, reducing Class A shares outstanding by approximately 10%.

The Company remains focused on its capital allocation priorities of opportunistically returning capital to shareholders and debt paydown.

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

(3) See appendix for a reconciliation of operating income to adjusted operating income for fiscal 2024 financial guidance.

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.

Non-GAAP Financial Measures

We define adjusted operating income (loss), which is a non-GAAP financial measure, as operating income (loss) excluding (i) the impact of non-cash straight-line leasing revenue associated with the arena license agreements with MSG Sports, (ii) depreciation, amortization and impairments of property and equipment, goodwill and other intangible assets, (iii) share-based compensation expense or benefit, (iv) restructuring charges or credits, (v) merger, spin-off, and acquisition-related costs, including litigation expenses, (vi) gains or losses on sales or dispositions of businesses and associated settlements, (vii) the impact of purchase accounting adjustments related to business acquisitions, (viii) gains and losses related to the remeasurement of liabilities under the executive deferred compensation plan, and (ix) amortization for capitalized cloud computing arrangement costs. We believe that given the length of the arena license agreements and resulting magnitude of the difference in leasing revenue recognized and cash revenue received, the exclusion of non-cash leasing revenue provides investors with a clearer picture of the Company's operating performance. We believe that this adjustment is beneficial for other incremental reasons as well. This adjustment provides senior management, investors and analysts with important information regarding a long-term related party agreement with MSG Sports. In addition, this adjustment is included under the Company’s debt covenant compliance calculations and is a component of the performance measures used to evaluate, and compensate, senior management of the Company. 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
Grace Kaminer Vice President, Investor Relations & Treasury Madison Square Garden Entertainment Corp. (212) 631-5076

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 November 14, 2023

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(Unaudited)


	Three Months Ended September 30,
	2023		2022
Revenues	$	142,212	$	146,452
Direct operating expenses	(101,677)		(101,662)
Selling, general, and administrative expenses	(48,822)		(40,114)
Depreciation and amortization	(13,585)		(15,985)

Restructuring charges	(11,553)		—
Operating loss	(33,425)		(11,309)

Interest income	851		1,510
Interest expense	(14,287)		(11,427)

Other (expense) income, net	(4,469)		886

Loss from operations before income taxes	(51,330)		(20,340)
Income tax benefit	659		2,066
Net loss	(50,671)		(18,274)
Less: Net loss attributable to nonredeemable noncontrolling interest	—		(372)
Net loss attributable to MSG Entertainment’s stockholders	$	(50,671)	$	(17,902)

Loss per share attributable to MSG Entertainment’s stockholders:
Basic and diluted	$	(1.00)	$	(0.35)


Weighted-average number of shares of common stock:
Basic and diluted	50,437		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 loss in arriving at adjusted operating income (loss) as described in this earnings release:

•Non-cash portion of arena license fees from MSG Sports. This adjustment removes the impact of non-cash straight-line leasing revenue associated with the arena license agreements with MSG Sports.

•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.

•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
	September 30,
$ thousands	2023		2022
Operating loss	$	(33,425)	$	(11,309)
Non-cash portion of arena license fees from MSG Sports(1)	(495)		(519)
Depreciation and amortization	13,585		15,985
Share-based compensation (excluding share-based compensation in restructuring charges)	6,177		7,410
Restructuring charges	11,553		—

Merger, spin-off, and acquisition-related costs(2)	2,035		—
Amortization for capitalized cloud computing arrangement costs	—		75
Remeasurement of deferred compensation plan liabilities	(145)		(154)
Adjusted operating (loss) income	$	(715)	$	11,488

_________________

(1)This adjustment represents the non-cash portion of operating lease revenue related to the Company’s Arena License Agreements with MSG Sports. 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. Operating income on a GAAP basis includes lease income of (i) $829 of revenue collected in cash for the three months ended September 30, 2023, and $805 of revenue collected in cash for the three months ended September 30, 2022, and (ii) a non-cash portion of $495 for the three months ended September 30, 2023, and $519 for the three months ended September 30, 2022.

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

MADISON SQUARE GARDEN ENTERTAINMENT CORP.


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

	September 30, 2023		June 30, 2023

ASSETS
Current Assets:
Cash, cash equivalents and restricted cash	$	39,516	$	84,355
Accounts receivable, net	100,203		63,898
Related party receivables, current	47,445		69,466
Prepaid expenses and other current assets	96,415		77,562
Total current assets	283,579		295,281

Non-Current Assets:
Property and equipment, net	619,928		628,888
Right-of-use lease assets	229,038		235,790

Goodwill	69,041		69,041
Intangible assets, net	63,801		63,801
Other non-current assets	83,150		108,356
Total assets	$	1,348,537	$	1,401,157








LIABILITIES AND DEFICIT
Current Liabilities:
Accounts payable, accrued and other current liabilities	$	187,187	$	214,725

Related party payables, current	69,914		47,281
Long-term debt, current	20,313		16,250
Operating lease liabilities, current	38,211		36,529
Deferred revenue	289,027		225,855
Total current liabilities	604,652		540,640

Non-Current Liabilities:
Long-term debt, net of deferred financing costs	699,427		630,184
Operating lease liabilities, non-current	213,020		219,955



Deferred tax liabilities, net	22,900		23,518
Other non-current liabilities	43,739		56,332
Total liabilities	1,583,738		1,470,629
Commitments and contingencies

Deficit:
Class A Common Stock (a)	454		450
Class B Common Stock (b)	69		69
Additional paid-in capital	17,980		17,727
Treasury stock at cost (4,365 and 840 shares outstanding as of September 30, 2023 and June 30, 2023, respectively)	(140,512)		(25,000)

Accumulated deficit	(79,368)		(28,697)
Accumulated other comprehensive loss	(33,824)		(34,021)
Total deficit	(235,201)		(69,472)


Total liabilities and deficit	$	1,348,537	$	1,401,157

_________________

(a) Class A Common Stock, $0.01 par value per share, 120,000 shares authorized; 45,468 and 45,024 shares issued as of September 30, 2023 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 September 30, 2023 and June 30, 2023, respectively.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

SELECTED CASH FLOW INFORMATION

(in thousands)

(Unaudited)


	Three Months Ended
	September 30,
	2023		2022
Net cash provided by (used in) operating activities	$	1,378	$	(57,326)

Net cash used in investing activities	(55,490)		(1,036)

Net cash provided by financing activities	9,273		102,096


Net increase (decrease) in cash, cash equivalents and restricted cash	(44,839)		43,734

Cash, cash equivalents and restricted cash, beginning of period	84,355		62,573
Cash, cash equivalents and restricted cash, end of period	$	39,516	$	106,307

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						$85 - $95
Non-cash portion of arena license fees from MSG Sports						(25)
Depreciation and amortization						55
Share-based compensation						30

Restructuring charges						13
Merger, spin-off and acquisition-related costs						2



Adjusted operating income						$160 - $170

NOVEMBER 2023

2 SAFE HARBOUR Madison Square Garden Entertainment Corp. (the "Company") 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 contains extensive disclosure about the Company and its business, including selected historical financial information 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 Securities 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,” “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 any such forward looking statements are not guarantees of future performance or results and are subject to known and unknown risks, uncertainties and other factors. Actual results, developments or events may differ materially from those in the 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, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein. Forward looking statements 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 be 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.

3 NON-GAAP FINANCIAL MEASURES We define adjusted operating income (loss) (“AOI”), which is a non -GAAP financial measure, as operating income (loss) excluding (i) the impact of non- cash straight-line leasing revenue associated with the Arena License Agreements with Madison Square Garden Sports Corp. ("MSG Sp orts"), (ii) depreciation, amortization and impairments of property and equipment, goodwill and intangible assets, (iii) share -based compensation expense, (iv) restructuring charges or credits, (v) merger, spin-off and acquisition-related costs, including litigation expenses, (vi) gains or losses on sales or dispositions of businesses and associated settlements, (vii) the impact of purchase accounting adjustments related to business acquisition s, (viii) gains and losses related to the remeasurement of liabilities under the executive deferred compensation plan, and (ix) amortization for capital ized cloud computing arrangement costs. We believe that given the length of the Arena License Agreements and resulting magnitude of the difference in leasing revenue recognized and cash revenue received, the exclusion of non-cash leasing revenue provides investors with a clearer picture of the Company's operating performance. Management believes that this adjustment is beneficial for other incremental reasons as well. This adjustment pr ovides senior management, investors and analysts with important information regarding a long-term related party agreement with MSG Sports. In addition, th is adjustment is included under the Company's debt covenant compliance calculation and is a component of the performance measures used to evaluate, and compensate senior management of the Company. We believe that the exclusion of share-based compensation expense or benefit allows investors to better track the performance of our business without regard to the settlement of an obligation that is not expected to be made in cash. We elimin ate 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 comp ensation 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 assets under the executive deferred compensation plan, which are equal to and therefore fully off set the gains and losses related to the remeasurement of liabilities, are recognized in Other income (expense), net, which is not reflected in Operati ng 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 s pecific 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 2022

10 THE THEATER AT MADISON SQUARE GARDEN Versatile venue in central New York City location ~5,600 seat maximum capacity RADIO CITY MUSIC HALL #3 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 2022

111BI LLBOARD MAGAZINE AS OF YEAR END 2022 BEACON THEATRE Top 10 grossing venue of its size in the world1 Iconic rock and roll landmark venue ~2,800 seat maximum capacity THE CHICAGO THEATRE #5 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 FY22 REPORT 3FORTUNE 500 COMPANIES BY REGION REPORT 2022 4TRACKED BY NIELSEN RESEARCH 52023 POLLSTAR CONCERT MARKET RANKINGS (AS OF DECEMBER 2022) #1 CONCERT MARKET IN THE U.S.5 23 MILLION+ POPULATION1 RANKED #1 OF 210 DESIGNATED MARKET AREAS4 56 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 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 Number of Shows 204 212 215 209 210 205 204 197 200 210 199 0 101 181 11 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 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY22 FY23 PAID ATTENDANCE IN MILLIONS $84 $82 $95 $90 $93 $101 $102 $109 $114 $128 $130 $56 $132 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY22 FY23 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 • Selectively expanding reach through outdoor signage 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 SUITES(1) 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 EFFECTIVE 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 REVENUE $900M-$930M ADJUSTED OPERATING INCOME1 $160M-$170M FISCAL 2024 FINANCIAL GUIDANCE OPERATING INCOME1 $85M-$95M 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 • Increasing sell-through 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 1PLEASE 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 2INCLUDES SUITES, FOOD, BEVERAGE AND MERCHANDISE AND SHARED SPONSORSHIP AND SIGNAGE ASSETS

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 $732M CASH AND CASH EQUIVALENTS6 $37M NET DEBT $695M NET DEBT LEVERAGE7 4.1x – 4.3x 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 $160M-$170M2 • 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 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 9/30/23 6UNRESTRICTED CASH AND CASH EQUIVALENTS AT 9/30/23 7BASED ON FI SCAL 2024 AOI GUIDANCE RANGE

25 APPENDIX

26 PROJECTED FY2024 OPERATING INCOME (U.S.GAAP) $85M-$95M Non-cash portion of Arena License fees from MSGS $(25)M Depreciation and Amortization $55M Share-based compensation $30M Restructuring charges $13M Merger, spin-off and acquisition-related costs1 $2M PROJECTED FY2024 ADJUSTED OPERATING INCOME2 $160M-$170M 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 . 2PLEASE REFER TO SLIDE NUMBER 3 FOR OUR DISCUSSION ON NON -GAAP FINANCIAL MEASURES.

Cover Page	Nov. 07, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 07, 2023
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