0001952073FALSE00019520732025-02-062025-02-06

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): February 6, 2025
MSG Ent Corp Logo.jpg
MADISON SQUARE GARDEN ENTERTAINMENT CORP.
(Exact name of registrant as specified in its charter)
Delaware001-4162792-0318813
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
Two Penn Plaza,New York,New York10121
(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 classTrading
Symbol(s)		Name of each exchange
on which registered
Class A Common StockMSGENew 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 February 6, 2025, Madison Square Garden Entertainment Corp. (the “Company”) announced its financial results for its second quarter ended December 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 9.01    Financial Statements and Exhibits.
(d)Exhibits
99.1
104Cover 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/  LAYTH TAKI
Name:
Layth Taki
Title:Senior Vice President, Controller and Principal Accounting Officer
Dated: February 6, 2025


msgelogo8k991era01.jpg

MADISON SQUARE GARDEN ENTERTAINMENT CORP. REPORTS
FISCAL 2025 SECOND QUARTER RESULTS

Christmas Spectacular Production Delivers Another Year of Record-Setting Revenues
Approximately 1.1 Million Tickets Sold During 91st Holiday Season
$25 Million in MSGE Class A Shares Repurchased During Fiscal 2025 Second Quarter

NEW YORK, N.Y., February 6, 2025 - Madison Square Garden Entertainment Corp. (NYSE: MSGE) (“MSG Entertainment” or the “Company”) today reported financial results for the fiscal second quarter ended December 31, 2024.

The fiscal 2025 second quarter was highlighted by another record-setting run for the Christmas Spectacular. In its 91st holiday season, approximately 1.1 million tickets were sold across 200 shows, as compared to over 1 million tickets sold over 193 shows last season. During the quarter, the Company also welcomed a wide variety of other live events across its portfolio of venues, including the return of the New York Knicks (“Knicks”) and New York Rangers (“Rangers”) to the Madison Square Garden Arena (“The Garden”) for the start of their 2024-25 regular seasons. In addition, in December, the Company announced that it had repurchased approximately $25 million of its MSGE Class A common stock.

For the fiscal 2025 second quarter, the Company reported revenues of $407.4 million, an increase of $4.8 million, or 1%, as compared to the prior year quarter. In addition, the Company reported operating income of $139.0 million, an increase of $1.6 million, or 1%, and adjusted operating income of $164.0 million, an increase of $3.9 million, or 2%, both as compared to the prior year quarter.(1) Fiscal 2025 second quarter operating income included $4.5 million and adjusted operating income included $3.1 million, respectively, in executive management transition costs. Excluding these costs, operating income would have been $143.5 million, an increase of 4%, and adjusted operating income would have been $167.2 million, an increase of 4%, both as compared to the prior year period.

Executive Chairman and CEO James L. Dolan said, “We continue to see strong demand for our live entertainment offerings, highlighted by another record-setting run for the Christmas Spectacular production. We remain confident in the strength of our business and expect to deliver solid adjusted operating income growth this fiscal year.”
Results for the Three and Six Months Ended December 31, 2024 and 2023:
Three Months EndedSix Months Ended
December 31,ChangeDecember 31,Change
$ millions20242023$%20242023$%
Revenues$407.4 $402.7 $4.8 1 %$546.1 $544.9 $1.3 — %
Operating Income$139.0 $137.4 $1.6 1 %$120.5 $104.0 $16.5 16 %
Adjusted Operating Income (1)
$164.0 $160.1 $3.9 2 %$165.9 $159.9 $6.1 4 %
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 not considered meaningful.
(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. During the fiscal 2024 third quarter, the Company 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. For the three and six months ended December 31, 2024, the non-cash portion of operating lease revenue was $9.5 million and $10.0 million, respectively, and for the three and six months ended December 31, 2023, the non-cash portion of operating lease revenue was $9.1 million and $9.6 million, respectively.






1

Entertainment Offerings, Arena License Fees and Other Leasing
Fiscal 2025 second quarter revenues from entertainment offerings of $318.3 million were essentially unchanged as compared to the prior year period, primarily due to lower-event related revenues, largely offset by an increase in revenues from the Christmas Spectacular production and higher revenues subject to the sharing of economics with MSG Sports pursuant to the Arena License Agreements.

•Event-related revenues decreased $22.5 million, primarily due to lower revenues from concerts and, to a lesser extent, lower revenues from other live entertainment and sporting events held at the Company's venues. The decrease in revenues from concerts reflects lower per-concert revenues, primarily due to a shift in the mix of events at The Garden from promoted events to rentals, and a decrease in the number of concerts at The Garden, both as compared to the prior year quarter.
•Revenues from the Christmas Spectacular production increased $15.1 million, primarily due to higher ticket-related revenues, which reflected higher per-show revenue and, to a lesser extent, two additional performances as compared to the prior year quarter.
•Revenues subject to the sharing of economics with MSG Sports pursuant to the Arena License Agreements increased $7.7 million, primarily due to higher suite license fee revenues as compared to the prior year quarter.

Fiscal 2025 second quarter arena license fees and other leasing revenues of $29.8 million increased $4.2 million, or 16%, as compared to the prior year period, due to a combined three more Knicks and Rangers games played at The Garden in the current year period and an increase in other leasing revenues.

Fiscal 2025 second quarter direct operating expenses associated with entertainment offerings, arena license fees and other leasing of $164.3 million decreased $7.7 million, or 4%, as compared to the prior year quarter, primarily due to lower event-related expenses, partially offset by an increase in expenses related to the sharing of economics with MSG Sports pursuant to the Arena License Agreements.

•Event-related expenses decreased $13.7 million, primarily due to lower per-concert expenses due to a shift in the mix of events at The Garden from promoted events to rentals and, to a lesser extent, a decrease in the number of concerts at The Garden, partially offset by higher expenses for other live entertainment and sporting events.
•Expenses associated with the sharing of economics with MSG Sports pursuant to the Arena License Agreements increased $6.6 million, primarily due to higher expenses incurred as a result of the increase in suite license fee revenues.

Food, Beverage and Merchandise
Fiscal 2025 second quarter food, beverage and merchandise revenues of $59.3 million increased $0.6 million, or 1%, as compared to the prior year period. The increase was primarily due to (i) the impact of a combined three more Knicks and Rangers games played at The Garden and two additional Christmas Spectacular performances, both as compared to the prior year quarter, (ii) higher per-event revenues across both the Knicks and Rangers games at The Garden and the Christmas Spectacular production as well as (iii) other revenue increases, partially offset by (iv) lower food and beverage sales at concerts, primarily at The Garden.

Fiscal 2025 second quarter food, beverage and merchandise direct operating expenses of $32.8 million increased $2.0 million, or 7%, as compared to the prior year period. The increase was primarily due to an increase in food and beverage sales at Knicks and Rangers games at The Garden and at the Christmas Spectacular production as well as other cost increases, partially offset by a decrease in food and beverage costs related to concerts, primarily at The Garden.

Selling, General and Administrative Expenses
Fiscal 2025 second quarter selling, general and administrative expenses of $57.2 million increased $8.8 million, or 18%, as compared to the prior year period. The increase was primarily due to (i) higher employee compensation and benefits, including the impact of executive management transition costs of $4.5 million recognized in the current year quarter; and (ii) higher rent expense, both as compared to the prior year quarter.

Operating Income and Adjusted Operating Income
Fiscal 2025 second quarter operating income of $139.0 million increased $1.6 million, or 1%, as compared to the prior year period, primarily due to lower direct operating expenses and higher revenues, partially offset by the increase in selling, general and administrative expenses. Fiscal 2025 second quarter adjusted operating income of $164.0 million increased $3.9 million, or 2%, as compared to the prior year quarter, primarily due to lower direct operating expenses and higher revenues, partially offset by an increase in selling, general and administrative expenses.
2

Other Matters
During the fiscal 2025 second quarter, the Company paid down the full outstanding principal balance of $55 million under its revolving credit facility.

On December 3, 2024, the Company announced that it repurchased 681,593 shares of MSGE Class A common stock at an average price of $36.68 per share for an aggregate purchase price of approximately $25 million from November 20, 2024 through December 2, 2024. Since the Company was spun off from Sphere Entertainment Co. in April 2023, the Company has repurchased 5,046,960 shares of MSGE Class A common stock for an aggregate purchase price of approximately $165 million. The Company has approximately $85 million remaining under its existing share repurchase authorization.
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 more than 90 years. More information is available at www.msgentertainment.com.




















3

Non-GAAP Financial Measures
During the fiscal 2024 third quarter the Company amended its 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) amortization for capitalized cloud computing arrangement costs and (viii) gains and losses related to the remeasurement of liabilities under the executive deferred compensation plan. 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 transaction 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		Sarah Rothschild
Senior Director, Investor Relations & Treasury
Madison Square Garden Entertainment Corp.
(212) 631-5345
Conference Call Information:
The conference call will be Webcast live today at 10:00a.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 February 13, 2025
Investor presentation available at investor.msgentertainment.com/events-and-presentations
4

MADISON SQUARE GARDEN ENTERTAINMENT CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
 Three Months Ended December 31,Six Months Ended December 31,
2024202320242023
Revenues
Revenues from entertainment offerings
$318,276 $318,286 $433,357 $434,791 
Food, beverage, and merchandise revenues59,321 58,751 78,296 82,012 
Arena license fees and other leasing revenue
29,820 25,629 34,478 28,075 
Total revenues407,417 402,666 546,131 544,878 
Direct operating expenses
Entertainment offerings, arena license fees, and other leasing direct operating expenses
(164,294)(172,012)(250,760)(262,571)
Food, beverage, and merchandise direct operating expenses
(32,780)(30,749)(44,023)(41,867)
Total direct operating expenses(197,074)(202,761)(294,783)(304,438)
Selling, general, and administrative expenses(57,189)(48,389)(102,935)(97,211)
Depreciation and amortization(14,183)(13,205)(27,964)(26,789)
Restructuring credits (charges)30 (888)70 (12,441)
Operating income139,001 137,423 120,519 103,999 
Interest income365 1,083 737 1,935 
Interest expense(12,955)(15,049)(26,998)(29,336)
Other (expense) income, net(1,045)2,846 (1,814)(1,625)
Income from operations before income taxes125,366 126,303 92,444 74,973 
Income tax expense(49,473)(1,054)(35,872)(395)
Net income$75,893 $125,249 $56,572 $74,578 
Earnings per share attributable to MSG Entertainment’s stockholders:
Basic$1.57 $2.61 $1.17 $1.52 
Diluted$1.56 $2.59 $1.17 $1.52 
Weighted-average number of shares of common stock:
Basic48,336 48,029 48,276 48,955 
Diluted48,611 48,293 48,543 49,168 

5

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.
•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 and the Company’s Non-Employee Director Plan.
•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.
•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 December 31,Six Months Ended December 31,
$ thousands2024202320242023
Operating income$139,001 $137,423 $120,519 $103,999 
Depreciation and amortization14,183 13,205 27,964 26,790 
Share-based compensation (excluding share-based compensation included in restructuring charges)9,322 7,773 15,584 13,950 
Restructuring (credits) charges(30)888 (70)12,441 
Merger, spin-off, and acquisition-related costs
1,361 — 1,361 2,035 
Amortization for capitalized cloud computing arrangement costs201 448 369 448 
Remeasurement of deferred compensation plan liabilities(26)343 194 198 
Adjusted operating income (1)
$164,012 $160,080 $165,921 $159,861 
_________________
(1)During the fiscal 2024 third quarter the Company amended the definition of adjusted operating income so that 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) $17,447 and $18,301 of revenue collected in cash for the three and six months ended December 31, 2024, respectively, and $15,409 and $16,438 for the three and six months ended December 31, 2023, respectively, and (ii) a non-cash portion of $9,514 and $9,984 for the three and six months ended December 31, 2024, respectively, and $9,120 and $9,615 for the three and six months ended December 31, 2023, respectively.




6

MADISON SQUARE GARDEN ENTERTAINMENT CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(Unaudited)
December 31,
2024		June 30,
2024
ASSETS
Current Assets:
Cash, cash equivalents, and restricted cash$55,219 $33,555 
Accounts receivable, net93,427 77,259 
Related party receivables, current25,008 17,469 
Prepaid expenses and other current assets96,181 90,801 
Total current assets269,835 219,084 
Non-Current Assets:
Property and equipment, net641,092 633,533 
Right-of-use lease assets382,691 388,658 
Goodwill69,041 69,041 
Indefinite-lived intangible assets63,801 63,801 
Deferred tax assets, net
42,909 68,307 
Other non-current assets119,069 110,283 
Total assets$1,588,438 $1,552,707 
LIABILITIES AND DEFICIT
Current Liabilities:
Accounts payable, accrued and other current liabilities$171,776 $203,750 
Related party payables, current54,504 42,506 
Long-term debt, current24,375 16,250 
Operating lease liabilities, current26,741 27,736 
Deferred revenue224,289 215,581 
Total current liabilities501,685 505,823 
Non-Current Liabilities:
Long-term debt, net of deferred financing costs584,701 599,248 
Operating lease liabilities, non-current453,159 427,014 
Other non-current liabilities38,565 43,787 
Total liabilities1,578,110 1,575,872 
Commitments and contingencies
Equity (Deficit):
Class A Common Stock (a)
460 456 
Class B Common Stock (b)
69 69 
Additional paid-in-capital34,686 33,481 
Treasury stock at cost (5,047 and 4,365 shares outstanding as of December 31, 2024 and June 30, 2024, respectively)(165,512)(140,512)
Retained earnings172,175 115,603 
Accumulated other comprehensive loss(31,550)(32,262)
Total equity (deficit)10,328 (23,165)
Total liabilities and equity (deficit)$1,588,438 $1,552,707 
_________________
(a) Class A Common Stock, $0.01 par value per share, 120,000 shares authorized; 46,007 and 45,556 shares issued as of December 31, 2024 and June 30, 2024, respectively.
(b) Class B Common Stock, $0.01 par value per share, 30,000 shares authorized; 6,867 shares issued as of December 31, 2024 and June 30, 2024.
7

MADISON SQUARE GARDEN ENTERTAINMENT CORP.
SELECTED CASH FLOW INFORMATION
(in thousands)
(Unaudited)
Six Months Ended
December 31,
20242023
Net cash provided by operating activities$85,499 $105,232 
Net cash used in investing activities
(16,282)(62,731)
Net cash used in financing activities(47,553)(89,284)
Net increase (decrease) in cash, cash equivalents, and restricted cash
21,664 (46,783)
Cash, cash equivalents, and restricted cash, beginning of period33,555 84,355 
Cash, cash equivalents, and restricted cash, end of period$55,219 $37,572 



































































8
v3.25.0.1
Cover Page
Feb. 06, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 06, 2025
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 false
Entity Central Index Key 0001952073
Amendment Flag false
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