EX-99.2 3 d471010dex992.htm EX-99.2 EX-99.2

Exhibit 99.2 MAY 2023


SAFE HARBOUR Madison Square Garden Entertainment Corp. (the Company ) has filed with the Securities and Exchange Commission an Information Statement dated April 3, 2023 (the “Information Statement”) in connection with its spin -off from Sphere Entertainment Co. (“Sphere Entertainment”), which was completed in April 2023. The Information Statement contains extensive disclosure about the Company and its business, including selected historical and pro forma 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 v arious 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 Information Statement, 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 w ith the Arena License Agreements w ith Madison Square Garden Sports Corp. ( MSG Sports ), (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, (v ii) the impact of purchase accounting adjustments related to business acquisitions, (v iii) 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. M anagement believes that this adjustment is beneficial for other incremental reasons as w ell. This adjustment provides senior management, investors and analysts w ith important information regarding a long-term related party agreement w ith MSG Sports. I n addition, this adjustment is included under the Company's debt covenant compliance calculation and is a component of the performance measures used to ev aluate, 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 and acquisition-related costs, when applicable, because the Company does not consider such costs to be indicative of the ongoing ope rating performance of the Company as they result from an ev ent that is of a non-recurring nature, thereby enhancing comparability. I n 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 w ith GAAP, gains and losses related to the r emeasurement of liabilities under the executive deferred compensation plan are recognized in Operating (income) loss w hereas 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, w hich is not reflected in Operating income (loss). We believe AOI is an appropriate measure for evaluating the operating performance of the Company on a combined basis. AOI and similar measures w ith similar titles are common performance measures used by inv estors and analysts to analyze our performance. Internally, we use revenues and AOI as the most important indicators of our business performance, and evaluate management’s effectiveness w ith specific reference to these indicators. AOI should be v iewed as a supplement to and not a substitute for operating income (loss), net income (loss), cash flows from oper ating activities, and other measures of performance and/or liquidity presented in accordance w ith U .S. generally accepted accounting principles (“GAAP”). Since AOI is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures w ith simila r titles used by other companies. For a reconciliation from Operating I ncome (U .S. GAAP Basis) to AOI please refer to the appendix w ithin this prese ntation. 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. (1) ◼ ~67% of shares were distributed to shareholders, while 33% were retained by the former parent ◼ Spin-off created a pure-play live entertainment company, poised to benefit from strong demand for shared experiences 1 SPHERE ENTERTAINMENT CO. WILL BE REQU IRED BY APPLICABLE TAX RU LES TO DISPOSE OF THE RETAINED INTEREST WITHIN A FIXED PERIOD O F TIM E, WHICH M AY 5 OCCU R THROU GH A SERIES OF STEPS INCLUDING SALES, EXCHANGE OFFERS, PRO RATA DISTRIBU TIONS OR REPAYM ENT OF DELAYED DRAW TERM LO AN WITH THE COMPANY


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


OUR PORTFOLIO 7


5 ICONIC VENUES ~900 LIVE EVENTS ACROSS NEW YORK AND CHICAGO PROJECTED IN FISCAL 2023 5+ MILLION GUESTS PROJECTED 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 v enue of its size in the world ~21,000 seat capacity 1 BILLBOARD M AGAZ INE AS OF YEAR END 2022 9


THE THEATER RADIO CITY MUSIC HALL 1 AT MADISON SQUARE GARDEN #3 grossing v enue of its size in the world Intimate env ironment in central New York City location New York City and national landmark ~5,600 seat capacity ~6,000 seat capacity 1 BILLBOARD M AGAZ INE AS OF YEAR END 2022 10


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


CHRISTMAS SPECTACULAR STARRING THE RADIO CITY ROCKETTES Own the Radio City Rockettes and Christmas Spectacular brands 1 Av eraging 1 million or more people annually 1 AVERAGE ANNU AL VISITATION FROM FISCAL YEAR 2011-2020 AND 2023. FISCAL YEAR 2021 CHRISTMAS SPECTACULAR WAS CANCELLED DU E TO IM PACT OF COVID-19 AND FISCAL YEAR 2021 PRODU CTION RU N ENDED EARLY DU E TO OM ICRON COVID -19 VARIANT 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 M U SIC 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 A N D F I N A N C I A L C A P I T A L O F T H E W O R L D 23 MILLION+ 65 MILLION+ 1 POPULATION ANNUAL TOURISTS 2 PRE-PANDEMIC HOME TO GREATEST # RANKED #1 OF 210 4 3 OF FORTUNE 500 COMPANIES DESIGNATED MARKET AREAS 5 #1 CONCERT AND ENTERTAINMENT MARKET IN THE WORLD 1 U NITED STATES CENSUS BU REAU 2 2019 NEW YORK CITY TRAVEL & TOU RISM REPORT 3 FORTU NE 500 COM PANIES BY REGION REPORT 2022 4 TRACKED BY NIELSEN RESEARCH 5 15 2023 POLLSTAR CONCERT M ARKET RANKINGS (AS OF DECEM BER 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 • World-class facilities and operations profitability • Lev eraging innov ative technology • Drive repeat visitation ARTIST-FIRST APPROACH • Talent-friendly v enues and serv ice • Increase venue utilization • Exclusive recurring programming • Exploring new ev ent types ESTABLISHED RELATIONSHIPS • Deep and div erse industry connections • Improve revenue and engagement across assets • Promoter agnostic • Large and growing proprietary • Enable tailored offerings and cross-promotion 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 1.0 1.0 1.0 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 2020 PRODU CTION CANCELLED DU E TO THE IM PACT OF COVID -19 AND FY 2021 PRODU CTION RUN ENDED EARLY DU E TO OM ICRON 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 FY55E $107M Knicks Rangers ORIGINAL NBA “ORIGINAL SIX T E A M 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 FY23E $42M 88 PRE / REGULAR 3% ANNUAL 1 SEASON GAMES ESCALATORS ARENA LICENSE AGREEMENTS INCLUDE ADDITIONAL REVENUE AND PROFIT-SHARING BETWEEN THE COMPANY AND MSG SPORTS 1 FOR ARENA LICENSE FEES U NDER THE ARENA LICENSE AGREEM ENTS WITH M SG SPORTS 18 2 PAYM ENTS U NDER THE ARENA LICENSE AGREEM ENTS WERE M ATERIALLY IMPACTED IN FISCAL YEAR 2021 AS A RESU LT OF THE COVID -19 PANDEM IC


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 v erticals • 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 21 58 WIDE ARRAY OF PREMIUM PRODUCTS EVENT LEVEL LEXUS LEVEL SUITES SUITES • Ov er 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 18 CAESARS • Multi-year agreements for v ast majority of suites SPORTSBOOK INFOSYS LEVEL SUITES LOUNGE • Partnership with MSG Sports offers access to premium liv e sporting ev ents POISED FOR GROWTH • Strength of product and content offerings bolsters ongoing renewal and new sales activity • Plan to explore enhancing and expanding offerings, THE SUITE creating new monetization opportunities HUB LOFT SIXTEEN 20


FINANCIAL OVERVIEW 21


FISCAL 2023 FINANCIAL GUIDANCE P R O F I T A B L E B U S I N E S S W I T H D I V E R S I F I E D R E V E N U E M I X FY23 PROJECTED REVENUE MIX 1 FISCAL 2023 REVENUE SPONSORSHIP, 3 SIGNAGE, & SUITES $835M-$845M 30% 1 OPERATING INCOME MSG SPORTS 4 $85M-$95M AGREEMENTS 15% BOOKINGS 2 BUSINESS 1 CHRISTMAS ADJUSTED OPERATING INCOME 40% 5 SPECTACULAR $145M-$155M 15% NOTE: M REPRSENTS DOLLARS IN M ILLIONS 1 FINANCIAL GU IDANCE FOR FY23 PRESENTS THE COMPANY AS A STANDALONE, INDEPENDENT ENTITY AS OF JU LY 1, 2022, AND REFLECTS THE IM P ACT OF THE TERM INATION OF THE ADVERTISING SALES REPRESENTATION AGREEMENT WITH M SG NETWORKS AS IF IT HAD BEEN TERM INATED AT THE START OF FISCAL 2023, THE ESTIM ATED IM PACT OF POST-SPIN-OFF INTERCOMPANY AGREEEMENTS WITH SPHERE ENTERTAI NM ENT CO. AND A PU BLI C COM PANY OVERHEAD S TRUCTURE. PLEAS E REFER TO S LIDE NU MBER 3 FOR OU R DIS CU SSION ON NON-GAAP FINANCI AL M EASU RES AND THE APPENDIX FOR A 2 RECONCILIATION FROM OPERATING INCOME (U .S. GAAP BASIS) TO AOI INCLU DES TICKETING, VENU E LICENSE FEE, FOOD, BEVERAGE AND M ERCHANDISE REVENUES FOR ALL EVENTS EXCLU DING THE 3 4 CHRISTMAS SPECTACU LAR AND KNICKS AND RANGERS GAM ES INCLUDES ALL SPONSORSHIP, SIGNAGE AND SU ITES REVENUES FOR ALL EVENTS INCLU DES ARENA LICENSE FEES, FOOD, BEVERAGE AND 5 M ERCHANDI SE REVENUES FROM THE ARENA LI CENSE AGREEM ENTS WI TH M SG SPORTS EXCLU DES SPONSORSHIP REVENU E 22


BALANCE SHEET SNAPSHOT P O T E N T I A L F O R O P P O R T U N I S T I C 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 3 TOTAL DEBT OUTSTANDING $673M capital to shareholders • $250M share repurchase program authorized 4 CASH AND CASH EQUIVALENTS $113M WELL POSITIONED FOR CASH GENERATION 1 NET DEBT $560M • FY2023 AOI Guidance $145M-$155M • Capital expenditure plans primarily 2 NET DEBT LEVERAGE 3.6x – 3.9x maintenance-related • Minimal cash taxpayer through FY2026 NOTE: M REPRSENTS DOLLARS IN M ILLIONS 1 FINANCIAL GU IDANCE FOR FY23 PRESENTS THE COMPANY AS A STANDALONE, INDEPENDENT ENTITY AS OF JU LY 1, 2022, AND REFLECTS THE IM P ACT OF THE TERM INATION OF THE ADVERTISING SALES REPRESENTATION AGREEMENT WITH M SG NETWORKS AS IF IT HAD BEEN TERM INATED AT THE START OF FISCAL 2023, THE ESTIM ATED IM PACT OF POS T-SPIN-OFF INTERCOMPANY AGREEEMENTS WI TH SPHERE ENTERTAINMENT CO. AND A PU BLIC COM PANY OVERHEAD STRU CTURE. PLEASE REFER TO SLIDE NU MBER 3 FOR OU R DISCUSSION ON NON -GAAP FINANCIAL M EASU RES AND THE APPENDIX FOR 2 A RECONCILIATION FROM OPERATING INCOME (U .S. GAAP BASIS) TO AOI RENOVATIONS OF THE GARDEN, BEACON THEATRE, AND RADIO CITY M U SIC HALL WERE COM PLETED IN 2013, 2009, AND 3 4 23 1999, RESPECTIVELY TOTAL DEBT OU TS TANDING AT TIM E OF S PIN-OFF 4/20/23 S TARTI NG CAS H AND CAS H EQU I VALENTS AT TI M E OF S PI N-OFF 4/20/23


APPENDIX 24


APPENDIX F Y 2 0 2 3 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 FY2023 OPERATING INCOME (U.S.GAAP) $85M-$95M Non-cash portion of Arena License fees from MSGS $(27)M Depreciation and Amortization $58M Share-based compensation $22M Restructuring charges $10M Gains, net on dispositions $(4)M Amortization for capitalized cloud computing costs $1M PROJECTED FY2023 ADJUSTED OPERATING INCOME $145M-$155M NOTE: M REPRSENTS DOLLARS IN M ILLIONS 1 FINANCIAL GU IDANCE FOR FY23 PRESENTS THE COMPANY AS A STANDALONE, INDEPENDENT ENTITY AS OF JU LY 1, 2022, AND REFLECTS THE IM P ACT OF THE TERM INATION OF THE ADVERTISING SALES REPRESENTATION AGREEMENT WITH M SG NETWORKS AS IF IT HAD BEEN TERM INATED AT THE START OF FISCAL 2023, THE ESTIM ATED IM PACT OF POS T-SPIN-OFF INTERCOMPANY AGREEEMENTS WI TH SPHERE ENTERTAINMENT CO. AND A PU BLIC COM PANY OVERHEAD STRU CTURE. PLEASE REFER TO SLIDE NU MBER 3 FOR OU R DISCUSSION ON NON -GAAP FINANCIAL M EASU RES. 25


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