EX-99.2 3 d467998dex992.htm EX-99.2 EX-99.2

Exhibit 99.2 AUGUST 2023


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. 2


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 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 clo ud 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 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 calculation and is a component of the performance measures used to evaluate, and compensat e 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 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 r emeasurement 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 incom e (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. 3


LEGENDARY ICONIC COMPELLING OPPORTUNITIES BRANDS VENUES 4


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. (1) ◼ As of August 18, 2023, Sphere Entertainment Co. retained 17% of total shares outstanding ◼ Spin-off created a pure-play live entertainment company, poised to benefit from strong demand for shared experiences 1 SPHERE ENTERTAINMENT CO. IS REQUIRED BY APPLICABLE TAX RULES TO DISPOSE OF THE RETAINED INTEREST WITHIN A FIXED PERIOD OF TIM E, WHICH MAY 5 OCCUR THROUGH A SERIES OF STEPS INCLUDING SALES, EXCHANGE OFFERS OR PRO RATA DISTRIBUTIONS


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


OUR PORTFOLIO 7


5 ICONIC VENUES ~900 LIVE EVENTS ACROSS NEW YORK AND CHICAGO IN FISCAL 2023 5.5+ MILLION GUESTS IN FISCAL 2023 35 YEAR DEALS 89 YEARS TO HOST HOME GAMES FOR OF THE CHRISTMAS SPECTACULAR NEW YORK KNICKS & RANGERS STARRING THE RADIO CITY ROCKETTES 8


MADISON SQUARE GARDEN “The World’s Most Famous Arena” 1 #1 grossing venue of its size in the world ~21,000 seat maximum capacity 1 BILLBOARD MAGAZINE AS OF YEAR END 2022 9


THE THEATER RADIO CITY MUSIC HALL 1 AT MADISON SQUARE GARDEN #3 grossing venue of its size in the world Versatile venue in central New York City location New York City and national landmark ~5,600 seat maximum capacity ~6,000 seat maximum capacity 1 BILLBOARD MAGAZINE AS OF YEAR END 2022 10


BEACON THEATRE THE CHICAGO THEATRE 1 1 Top 10 grossing venue of its size in the world #5 grossing venue of its size in the world Iconic rock and roll landmark venue Chicago landmark ~2,800 seat maximum capacity ~3,600 seat maximum capacity 1 BILLBOARD MAGAZINE AS OF YEAR END 2022 11


CHRISTMAS SPECTACULAR STARRING THE RADIO CITY ROCKETTES Own the Radio City Rockettes and Christmas Spectacular brands 89 years of New York’s cherished holiday tradition 12


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 1 NEW YORK CITY ~577K SQ. FT. BUILDING 2038 2 NEW YORK CITY ~57K SQ. FT. BUILDING 2036 1 RADIO CITY MUSIC HALL’S LEASE EXPIRES IN 2038 WITH AN OPTION TO RENEW FOR AN ADDITIONAL TEN YEARS 13 2 BEACON THEATRE’S LEASE EXPIRES IN 2036 WITH AN OPTION TO RENEW FOR AN ADDITIONAL TEN YEARS LEASED OWNED


OUR BUSINESS 14


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 23 MILLION+ 56 MILLION+ 1 2 POPULATION ANNUAL TOURISTS HOME TO GREATEST # RANKED #1 OF 210 4 3 OF FORTUNE 500 COMPANIES DESIGNATED MARKET AREAS #1 CONCERT MARKET 5 IN THE U.S. 1 NEW-YORK-NEWARK (UNITED STATES CENSUS BUREAU) 2 NYC & COMPANY FY22 REPORT 3 FORTUNE 500 COMPANIES BY REGION REPORT 2022 4 TRACKED BY NIELSEN RESEARCH 5 15 2023 POLLSTAR CONCERT MARKET RANKINGS (AS OF DECEMBER 2022)


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 OPPORTUNITIES UNMATCHED EXPERIENCES• Grow per-event revenue and profitability • World-class facilities and operations • Drive repeat visitation to increase • Leveraging innovative technology sell-through ARTIST-FIRST APPROACH • Talent-friendly venues and service • Increase venue utilization • Exclusive recurring programming • Exploring new event types ESTABLISHED RELATIONSHIPS • Deep industry connections • Improve revenue and engagement across assets • Promoter agnostic • Enable tailored offerings and cross- • Large and growing proprietary promotion to drive sell-through customer database 16


THE ENDURING POPULARITY OF THE CHRISTMAS SPECTACULAR 8 9 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 PAID ATTENDANCE TOTAL REVENUE IN MILLIONS $ IN MILLIONS $132 $130 $128 1.1 1.1 1.1 1.1 1.0 1.0 1.0 1.0 1.0 1.0 $114 1.0 0.9 $109 $102 $101 $95 $93 $90 $84 $82 $56 0.4 1 1 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY22 FY23 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY22 FY23 1 1 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 1 FY 2021 PRODUCTION CANCELLED DUE TO THE IMPACT OF COVID -19 AND FY 2022 PRODUCTION RUN ENDED EARLY DUE TO OMICRON COVID -19 VARIANT 17


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 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 Knicks Rangers $107 ORIGINAL NBA “ORIGINAL SIX T E A M N H L T E A M $80 $46 35 YEAR DEALS STARTING IN FY2021 $59 $34 88 PRE / REGULAR 3% ANNUAL $42 $25 SEASON GAMES $40 1 ESCALATORS PER YEAR $18 $17 $61 $46 ARENA LICENSE AGREEMENTS INCLUDE ADDITIONAL REVENUE AND $34 2 $24 $23 PROFIT-SHARING BETWEEN THE COMPANY AND MSG SPORTS FY22 FY23 FY35 FY45 FY55 1 FOR ARENA LICENSE FEES UNDER THE ARENA LICENSE AGREEMENTS WITH MSG SPORTS 18 2 INCLUDES SUITES, FOOD, BEVERAGE AND MERCHANDISE AND SHARED SPONSORSHIP AND SIGNAGE ASSETS


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


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 WIDE ARRAY OF PREMIUM PRODUCTS 21 58 EVENT LEVEL LEXUS LEVEL • Over 100 premium hospitality offerings SUITES SUITES • 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 18 CAESARS SPORTSBOOK INFOSYS • Partnership with MSG Sports offers access to premium LOUNGE LEVEL SUITES 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 THE SUITE HUB LOFT SIXTEEN • Two new event-level suite offerings expected in FY24 20


FINANCIAL OVERVIEW 21


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 SPONSORSHIP, 1 SIGNAGE, & SUITES 31% FISCAL 2023 FOOD, BEVERAGE & REVENUE MERCHANDISE $851M 18% TICKETING & VENUE LICENSE FEES 42% ARENA LICENSE 2 AGREEMENTS 8% 1 INCLUDES ADVERTISING SALES COMMISSIONS REVENUE ($8.8M) UNDER THE ADVERTISING SALES REPRESENTATION AGREEMENT WITH MSG NETWORKS , 22 2 WHICH WAS TERMINATED EFFECTIVE DECEMBER 31, 2022. INCLUDES OTHER REVENUE FROM LEASES AND SUBLEASES


FISCAL 2024 FINANCIAL GUIDANCE KEY DRIVERS OF FISCAL 2024 GUIDANCE IMPROVING VENUE UTILIZATION FISCAL 2024 REVENUE • Low double-digit percentage growth in events in bookings business $900M-$930M BUILDING ON THE SUCCESS OF CHRISTMAS SPECTACULAR • Increasing sell-through and number of shows 1 OPERATING INCOME GROWING MARKETING PARTNERSHIPS AND PREMIUM HOSPITALITY $100M-$110M • Robust new sales and renewal activity • Introducing two new event-level suite offerings 1 ADJUSTED OPERATING INCOME AGREEMENTS WITH MSG SPORTS • Contractual annual escalators in arena license fees $160M-$170M 2 • Growth in revenues subject to sharing of economics with MSG Sports 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 23 2 INCLUDES 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 CAPITAL ALLOCATION PRIORITIES • Focus on debt paydown and opportunistic return of capital 5 TOTAL DEBT OUTSTANDING $659M to shareholders 1 • $90M Class A Shares repurchased since April 2023 6 CASH AND CASH EQUIVALENTS $76M • $160M remaining under share repurchase authorization NET DEBT $583M WELL POSITIONED FOR CASH GENERATION 2 • FY2024 AOI Guidance $160M-$170M 7 3 NET DEBT LEVERAGE 3.4x – 3.6x • FY2024 estimated net interest payments $45M-$50M • Capital expenditure plans primarily 4 maintenance-related • Minimal cash taxpayer through FY2026 NOTE: M REPRESENTS DOLLARS IN M ILLIONS 1 INCLU DES (A) $25M SHARE REPU RCHASE FROM SPHERE ENTERTAINMENT CO. AND (B) ACCEPTING THE REPAYM ENT OF THE $65M DELAYED DRAW TER M LOAN FACILITY, INCLU DING ACCRU ED FEES AND 2 INTEREST, FROM SPHERE ENTERTAINMENT CO. WITH SHARES OF CLASS A COM MON STOCK PLEASE REFER TO SLIDE NU MBER 3 FOR OU R DISCU SSION ON NON -GAAP FINANCIAL M EASU RES AND THE 3 4 APPENDIX FOR A RECONCILIATION FROM OPERATING INCOME (U .S. GAAP BASIS) TO AOI NET OF INTEREST INCOME RENOVATIONS OF THE GARDEN, BEACON THEATRE, AND RADIO CITY M U SIC HALL 5 6 7 WERE COM PLETED IN 2013, 2009, AND 1999, RESPECTIVELY TOTAL DEBT OU TSTANDI NG AT 6/30/23 U NRESTRICTED CASH AND CASH EQU IVALENTS AT 6/30/23 BASED ON FISCAL 2024 AOI GU IDANCE 24 RANGE


APPENDIX 25


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 PROJECTED FY2024 OPERATING INCOME (U.S.GAAP) $100M-$110M Non-cash portion of Arena License fees from MSGS $(25)M Depreciation and Amortization $55M Share-based compensation $30M 1 PROJECTED FY2024 ADJUSTED OPERATING INCOME $160M-$170M NOTE: M REPRESENTS DOLLARS IN MILLIONS 1 26 PLEASE REFER TO SLIDE NUMBER 3 FOR OUR DISCUSSION ON NON -GAAP FINANCIAL MEASURES.


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