What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-08-16 compared with 2023-08-18 · 541 added, 480 removed, 1328 unchanged (43% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

An evaluation was carried out under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.

Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2023 the Company’s disclosure controls and procedures were effective.

Our management, with the participation of our Executive Chairman and Chief Executive Officer and our Executive Vice President and Chief Financial Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act.

Based on that evaluation, our Executive Chairman and Chief Executive Officer and our Executive Vice President and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of June 30, 2024.

Management’s Report on Internal Control over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or an attestation report of our independent registered accounting firm due to a transition period established by rules of the SEC for newly public companies.

Additionally, our independent registered accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until we are no longer an “emerging growth company” as defined in the Jumpstart Our Business Startups (JOBS) Act.

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act.

The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements prepared for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the results of this evaluation, our management concluded that our internal control over financial reporting was effective as of June 30, 2024.

The effectiveness of our internal control over financial reporting as of June 30, 2024 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Changes in Internal Control over Financial Reporting

4 unchanged sentences

Directors, Executive Officers and Corporate Governance

Information relating to our directors, executive officers and corporate governance will be included in the proxy statement for the 2023 annual meeting of the Company’s stockholders, which is expected to be filed within 120 days of our fiscal year end, and is incorporated herein by reference.

Information relating to our directors, executive officers, corporate governance and insider trading policies and procedures will be included in the proxy statement for the 2024 annual meeting of the Company’s stockholders, which is expected to be filed within 120 days of our fiscal year end, and is incorporated herein by reference.

Executive Compensation

31 unchanged sentences

(formerly MSGE Spinco, Inc.) and The Dolan Family Affiliates (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on April 24, 2023).

Stockholder and Registration Rights Agreement, dated as of March 29, 2023, between Sphere Entertainment Co.

(formerly Madison Square Garden Entertainment Corp.) and Madison Square Garden Entertainment Corp.

(formerly MSGE Spinco, Inc.) (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).

Description of Capital Stock.

Description of Capital Stock (incorporated by reference to Exhibit 4.4 to the Company ’ s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 filed on August 18, 2023) .

Transition Services Agreement, dated as of March 29, 2023, between Sphere Entertainment Co.

12 unchanged sentences

2023 Stock Plan for Non-Employee Directors (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 filed on April 19, 2023).

Standstill Agreement, dated March 31, 2023, between Madison Square Garden Entertainment Corp.

(formerly MSGE Spinco, Inc.) and The Dolan Family Group (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on April 24, 2023).

Form of Indemnification Agreement between Madison Square Garden Entertainment Corp.

(formerly MSGE Spinco, Inc.) and its Directors and Officers.

(incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).

(formerly MSGE Spinco, Inc.) and its Directors and Officers (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).

Form of Madison Square Garden Entertainment Corp.

(formerly MSGE Spinco, Inc.) Non-Employee Director Award Agreement.

(incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).

(formerly MSGE Spinco, Inc.) Non-Employee Director Award Agreement (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).

Form of Madison Square Garden Entertainment Corp.

70 unchanged sentences

(formerly Madison Square Garden Entertainment Corp.), Sphere Entertainment Group, LLC (formerly MSG Entertainment Group, LLC), and the National Basketball Association (incorporated by reference to Exhibit 10.49 to the Company’s Registration Statement on Form S-1 filed on June 20, 2023).

Employment Agreement, dated as of April 20, 2023 between Madison Square Garden Entertainment Corp.

(formerly MSGE Spinco, Inc.) and James L.

Dolan (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on April 24, 2023).

Employment Agreement, dated as of June 20, 2024, between Madison Square Garden Entertainment Corp.

Dolan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 21, 2024).

Employment Agreement, dated as of February 1, 2024, between Madison Square Garden Entertainment Corp.

and Michael Grau (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 5, 2024).

Employment Agreement, dated as of December 18, 2023, between Madison Square Garden Entertainment Corp.

and Laura Franco (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on February 7, 2024).

Employment Agreement, dated December 20, 2021, between Madison Square Garden Entertainment Corp.

4 unchanged sentences

(incorporated by reference to Exhibit 10.50 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).

Employment Agreement, dated November 17, 2021, between Madison Square Garden Entertainment Corp.

and Philip D’Ambrosio, as assigned to MSGE Spinco, Inc.

(incorporated by reference to Exhibit 10.49 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).

Employment Agreement, effective April 1, 2023, between Madison Square Garden Entertainment Corp.

and Philip D’Ambrosio (incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K filed on J une 2, 2023) .

and Philip D’Ambrosio (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 2, 2023).

Employment Agreement, dated March 23, 2022, between Madison Square Garden Entertainment Corp.

1 unchanged sentence

(incorporated by reference to Exhibit 10.52 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).

Delayed Draw Term Loan Credit Agreement, dated as of April 20, 2023, between Sphere Entertainment Co.

(formerly Madison Square Garden Entertainment Corp.), as Borrower, and MSG Entertainment Holdings, LLC, as Lender (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on April 24, 2023).

Release, dated April 18, 2023, between Sphere Entertainment Co.

5 unchanged sentences

2 to Credit Agreement, dated as of May 25, 2023, among MSG National Properties, LLC, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.59 to the Company’s Registration Statement on Form S-1 filed on June 20, 2023).

Amendment No.

3 to Credit Agreement, dated as of September 15, 2023, among MSG National Properties, LLC, the guarantors party thereto, the lender party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 21, 2023).

Insider Trading Policy

Subsidiaries of the Registrant.

5 unchanged sentences

Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy

The following materials from Madison Square Garden Entertainment Corp.

Annual Report on Form 10-K for the fiscal year ended June 30, 2024, formatted in Inline Extensible Business Reporting Language (iXBRL):

(i) consolidated and combined balance sheets, (ii) consolidated and combined statements of operations, (iii) consolidated and combined statements of comprehensive income (loss), (iv) consolidated and combined statements of cash flows, (v) consolidated and combined statements of equity (deficit), and (vi) notes to consolidated and combined financial statements.

(i) consolidated balance sheets, (ii) consolidated and combined statements of operations, (iii) consolidated and combined statements of comprehensive income (loss), (iv) consolidated and combined statements of cash flows, (v) consolidated and combined statements of equity (deficit), and (vi) notes to consolidated and combined financial statements.

The cover page from the Company’s Annual Report on Form 10-K for the year ended June 30, 2024 formatted in Inline XBRL and contained in Exhibit 101.

18 unchanged sentences

Allowance for doubtful accounts / credit losses $ ( 3,710 ) $ ( 81 ) $ — $ 3,319 $ ( 472 )

Deferred tax valuation allowance ( 119,135 ) ( 31,679 ) ( 229 ) — ( 151,043 )

Deferred tax valuation allowance ( 151,043 ) 34,147 21,544 (b)

$ ( 154,753 ) $ 34,066 $ 21,544 $ 3,319 $ ( 95,824 )

4 unchanged sentences

_________________

(a) Prior to the MSGE Distribution, the Company’s collection for ticket sales, sponsorships and suite rentals in advance were recorded as deferred revenue and were recognized as revenues when earned for both accounting and tax purposes.

(a) During Fiscal Year 2024, $ 13,513 was recorded to other deferred taxes with an equal and offsetting entry to the valuation allowance.

(b) Prior to the MSGE Distribution, the Company’s collection for ticket sales, sponsorships and suite rentals in advance were recorded as deferred revenue and were recognized as revenues when earned for both accounting and tax purposes.

The tax recognition on most of this deferred revenue was accelerated to the date of the MSGE Distribution and is the responsibility of Sphere Entertainment.

2 unchanged sentences

Additionally, the Company’s historical consolidated and combined financial statements for periods prior to the MSGE Distribution reflect net operating losses (“NOLs”) and tax credits calculated on a separate return basis.

These NOL carryforwards were calculated as if the Company operated as a separate stand-alone entity.

These NOL carryforwards were calculated as if the Company operated as a separate standalone entity.

Due to the MSGE Distribution, the NOLs and tax credits did not carry over to the Company in the amount of $ 106,272 and was recorded to deferred tax liability with an equal and offsetting entry to the valuation allowance.

2 unchanged sentences

Madison Square Garden Entertainment Corp.

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

/s/ MICHAEL J.

Executive Vice President and Chief Financial Officer (Principal Financial Officer and Interim Principal Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David F.

Byrnes, Jamal H.

Haughton, and Courtney M.

Zeppetella, and each of them, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign this report, and file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael J.

Grau, Laura Franco and Mark C.

Cresitello, and each of them, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign this report, and file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons in the capacities and on the dates indicated.

2 unchanged sentences

(Principal Executive Officer) and Director August 16, 2024

BYRNES Executive Vice President and

Chief Financial Officer (Principal Financial Officer) August 18, 2023

/s/ COURTNEY M.

ZEPPETELLA Senior Vice President, Controller and

Chief Accounting Officer (Principal Accounting Officer) August 18, 2023

/s/ MICHAEL J.

GRAU Executive Vice President and

Chief Financial Officer (Principal Financial Officer and Interim Principal Accounting Officer) August 16, 2024

/s/ MARTIN BANDIER Director August 16, 2024

19 unchanged sentences

Reports of Independent Registered Public Accounting Firm ( Deloitte & Touche LLP , New York, NY , Auditor Firm ID:

Consolid ated and Combined Balance Sheets as of June 30, 20 23 and 2022

Consolidated Balance Sheets as of June 30, 202 4 and 202 3

Consolidated and Combined Statements of Operations for the fiscal years ended June 30, 202 4 , 202 3 and 202 2

C onsolidated and Combined Statements of Comprehensive Income ( Loss ) for the fiscal years ended June 30, 2023, 2022, and 2021

Consolidated and Combined Statements of Comprehensive Income (Loss) for the fiscal years ended June 30, 202 4 , 202 3 , and 202 2

Consolidated and Combined Statements of Cash Flows for the fiscal years ended June 30, 202 4 , 202 3 and 202 2

4 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated and combined balance sheets of Madison Square Garden Entertainment Corp.

We have audited the accompanying consolidated balance sheets of Madison Square Garden Entertainment Corp.

and subsidiaries (the "Company") as of June 30, 2024 and 2023, the related consolidated and combined statements of operations, comprehensive income (loss), cash flows, and equity (deficit), for each of the three years in the period ended June 30, 2024, and the related notes and financial statement Schedule II listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 16, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

1 unchanged sentence

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

1 unchanged sentence

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

2 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Emphasis of Matter

As described in Notes 1 and 17 to the financial statements, the financial statements were derived from the consolidated financial statements and accounting records of Sphere Entertainment Co.

These financial statements include transactions with related parties and allocations for certain support functions that are provided on a centralized basis, which may not be indicative of the conditions that would have existed, or actual expenses that would have been incurred by the Company, and may not reflect its combined results of operations, financial position and cash flows had it operated without such affiliations and had been a stand-alone company during the periods presented.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Related Party Transactions — Refer to Note 17 to the financial statements

Critical Audit Matter Description

The Dolan family, including trusts for the benefit of members of the Dolan family (collectively, the Dolan Family Group), as of June 30, 2024, is the majority beneficial owner of the Company, Sphere Entertainment Co.

(“Sphere Entertainment”), Madison Square Garden Sports Corp.

(“MSG Sports”), AMC Networks Inc., and other related entities.

In addition, there are certain overlapping directors and executive officers between the companies.

Each of these entities has been identified as a related party at June 30, 2024.

The Company had entered into a number of transactions with related parties, including, but not limited to agreements for use of the Madison Square Garden Arena, sponsorship, and advertising sales and service representation, team sponsorship allocation agreements, and service agreements, which include certain shared executive support costs for (i) the Company’s Executive Chairman and Chief Executive Officer with Sphere Entertainment and MSG Sports and (ii) the Company’s Vice Chairman with Sphere Entertainment, MSG Sports and AMC Networks.

We identified the evaluation of the Company’s identification of related parties and related party transactions as a critical audit matter.

This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s procedures performed to identify related parties and related party transactions of the Company.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s identification of related parties and related party transactions included the following, among others:

• We tested the effectiveness of internal controls over the Company’s related party process, including controls over the identification of the Company’s related party relationships and transactions, the authorization and approval of transactions with related parties, the allocation of revenues and operating expenses among related parties, and the accounting, classification and disclosure of relationships and transactions with related parties in the financial statements;

• Inquired with executive officers including the Company’s internal legal counsel, key members of management, including non-finance and accounting personnel, and the Audit Committee of the Board of Directors regarding related party transactions;

• Read agreements and contracts with and between related parties and evaluated whether authorization and approvals were obtained and the terms and other information about transactions are consistent with explanations from inquiries and other audit evidence obtained about the business purpose of the transactions;

• With the assistance of our data specialists, we analyzed the general ledger detail to identify potential undisclosed transactions with related parties;

• Compared the Company’s reconciliation of applicable accounts to related parties’ records of transactions and balances;

• For new or amended revenue arrangements among related parties, evaluated the reasonableness of management’s allocation of the transaction price to each performance obligation identified in the arrangement;

• Received confirmations from related parties and compared responses to the Company’s records;

• Performed the following procedures to identify information related to potential undisclosed transactions between the Company and related parties that may also include third parties:

• Read the Company’s minutes from meetings of the Board of Directors and related committees of the Board of Directors;

• Inspected annual compliance questionnaires completed by the Company’s directors and officers;

• Read publicly available sources including the Company’s public filings and press releases as well as certain analyst and industry reports;

• Listened to or read transcripts of the Company’s earnings calls.

/s/ Deloitte & Touche LLP

2 unchanged sentences

We have served as the Company's auditor since 2022.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Madison Square Garden Entertainment Corp.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Madison Square Garden Entertainment Corp.

and subsidiaries (the “Company”) as of June 30, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended June 30, 2024, of the Company and our report dated August 16, 2024, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Report on Internal Control over Financial Reporting” appearing in Item 9A.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

/s/ Deloitte & Touche LLP

New York, New York

August 16, 2024

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

CONSOLIDATED AND COMBINED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

9 unchanged sentences

Goodwill 69,041 69,041

Intangible assets, net 63,801 65,439

Indefinite-lived intangible assets 63,801 63,801

Deferred tax assets, net 68,307 —

Other non-current assets 110,283 108,356

18 unchanged sentences

Additional paid-in capital 33,481 17,727

Treasury stock at cost ( 840 shares as of June 30, 2023)

Sphere Entertainment Co.

investment — 33,265

Accumulated deficit ( 28,697 ) —

Treasury stock at cost ( 4,365 and 840 shares as of June 30, 2024 and June 30, 2023, respectively)

( 140,512 ) ( 25,000 )

Retained earnings (deficit) 115,603 ( 28,697 )

Accumulated other comprehensive loss ( 32,262 ) ( 34,021 )

Total MSG Entertainment stockholders’ deficit ( 69,472 ) ( 1,475 )

Nonredeemable noncontrolling interests — ( 114 )

Total deficit ( 23,165 ) ( 69,472 )

2 unchanged sentences

(a) Class A Common Stock, $ 0.01 par value per share, 120,000 shares authorized;

45,024 shares issued as of June 30, 2023.

45,556 and 45,024 shares issued as of June 30, 2024 and June 30, 2023, respectively.

(b) Class B Common Stock, $ 0.01 par value per share, 30,000 shares authorized;

6,867 shares issued as of June 30, 2023.

6,867 shares issued as of June 30, 2024 and June 30, 2023.

See accompanying notes to the consolidated and combined financial statements.

4 unchanged sentences

2024 2023 2022

Revenues from entertainment offerings

$ 723,897 $ 643,885 $ 483,340

Food, beverage, and merchandise revenues 162,092 135,933 98,740

Arena license fees and other leasing revenue 73,276 71,678 71,410

Total revenues 959,265 851,496 653,490

Direct operating expenses (a)

Entertainment offerings, arena license fees, and other leasing direct operating expenses

( 475,502 ) ( 420,301 ) ( 359,547 )

Food, beverage, and merchandise direct operating expenses

( 93,334 ) ( 79,628 ) ( 57,754 )

Total direct operating expenses ( 568,836 ) ( 499,929 ) ( 417,301 )

Selling, general and administrative expenses (a)

8 unchanged sentences

Loss on extinguishment of debt — — ( 35,629 )

Other income (expense), net 17,389 ( 49,033 ) 50,622

Other (expense) income, net ( 4,672 ) 17,389 ( 49,033 )

Income (loss) from operations before income taxes 52,291 77,772 ( 136,270 )

Income tax (expense) benefit ( 1,728 ) 70 ( 5,349 )

Income tax benefit (expense) 92,009 ( 1,728 ) 70

Net income (loss) 144,300 76,044 ( 136,200 )

17 unchanged sentences

Net income (loss) $ 144,300 $ 76,044 $ ( 136,200 )

Other comprehensive loss, before income taxes:

Other comprehensive (income) loss, before income taxes:

Pension plans and postretirement plans:

Net unamortized losses arising during the period ( 1,496 ) ( 2,805 ) ( 5,168 )

Net unamortized gain (loss) arising during the period 315 ( 1,496 ) ( 2,805 )

Amortization of net actuarial loss included in net periodic benefit cost 1,809 520 1,420

Curtailments — — 156

Settlement loss 7 5 —

Other comprehensive loss, before income taxes ( 971 ) ( 1,385 ) ( 2,951 )

Income tax benefit related to items of other comprehensive income 176 243 461

Other comprehensive loss, net of income taxes ( 795 ) ( 1,142 ) ( 2,490 )

Other comprehensive income (loss), before income taxes 2,131 ( 971 ) ( 1,385 )

Income tax (expense) benefit related to items of other comprehensive income ( 372 ) 176 243

Other comprehensive income (loss), net of income taxes 1,759 ( 795 ) ( 1,142 )

Comprehensive income (loss) 146,059 75,249 ( 137,342 )

13 unchanged sentences

Amortization of deferred financing costs 3,351 3,221 6,781

Provision for deferred income taxes 720 225 566

Deferred income tax (benefit) expense ( 92,197 ) 720 225

Related party paid in kind interest ( 512 ) ( 3,189 ) ( 3,582 )

Net unrealized (gain) loss on equity investments with readily determinable fair value ( 16,050 ) 49,842 ( 53,505 )

Provision for doubtful accounts (credit losses) 81 166 887

Non-cash lease expense 12,807 11,717 5,460

Gains, net on dispositions ( 4,361 ) — —

Net unrealized and realized loss (gain) on equity investments with readily determinable fair value

1,242 ( 16,050 ) 49,842

Loss on extinguishment of debt — — 35,629

Write-off of deferred production costs — — 942

Other non-cash adjustments 1,556 ( 4,280 ) 166

Change in assets and liabilities:

Accounts receivable, net ( 13,940 ) 38,844 ( 34,861 )

Related party receivables, net of payables ( 43,037 ) 19,535 24,631

Related party receivables and payables, net 47,222 ( 43,037 ) 19,535

Prepaid expenses and other current and non-current assets ( 44,195 ) ( 31,363 ) ( 42,408 )

2 unchanged sentences

Operating lease right-of-use assets and lease liabilities 45,399 ( 1,050 ) ( 396 )

Net cash provided by (used in) operating activities $ 135,694 $ 95,351 $ ( 148,118 )

Net cash provided by operating activities $ 111,266 $ 135,694 $ 95,351

INVESTING ACTIVITIES

Capital expenditures ( 24,181 ) ( 15,188 ) ( 15,797 )

(Purchase) proceeds from sale of investments 24,289 ( 350 ) 21,976

Proceeds from sale (purchase) of investments 28,465 24,289 ( 350 )

Proceeds from dispositions, net — 27,904 —

1 unchanged sentence

Loan to related parties ( 65,000 ) ( 6,700 ) ( 6,780 )

Net cash provided by (used in) investing activities $ 30,305 $ 45,440 $ ( 10,339 )

Other investing activities ( 1,655 ) — —

Net cash (used in) provided by investing activities $ ( 62,371 ) $ 30,305 $ 45,440

FINANCING ACTIVITIES

Proceeds from issuance of term loan, net of issuance discount $ 304 $ 650,000 $ 630,500

Proceeds from issuance of loans $ — $ 304 $ 650,000

Principal repayments on long-term debt ( 106,350 ) ( 20,126 ) ( 646,750 )

Repayments on related party loan ( 304 ) — —

Proceeds from revolving credit facilities 73,000 — 29,100

1 unchanged sentence

Debt extinguishment costs — — ( 12,838 )

Taxes paid in lieu of shares issued for equity-based compensation ( 14,534 ) — —

Payments for debt financing costs ( 633 ) — ( 16,060 )

Net transfers to Sphere Entertainment and Sphere Entertainment’s subsidiaries ( 99,395 ) ( 399,739 ) ( 139,345 )

Net cash provided by (used in) financing activities $ ( 144,217 ) $ ( 396,287 ) $ 473,488

Net increase (decrease) in cash, cash equivalents and restricted cash 21,782 ( 255,496 ) 315,031

Cash, cash equivalents and restricted cash at beginning of period 62,573 318,069 3,038

Cash, cash equivalents and restricted cash at end of period $ 84,355 $ 62,573 $ 318,069

Net transfers to Sphere Entertainment and its subsidiaries

— ( 99,395 ) ( 399,739 )

Net cash used in financing activities $ ( 99,695 ) $ ( 144,217 ) $ ( 396,287 )

Net (decrease) increase in cash, cash equivalents and restricted cash

( 50,800 ) 21,782 ( 255,496 )

Cash, cash equivalents and restricted cash, beginning of period

84,355 62,573 318,069

Cash, cash equivalents and restricted cash, end of period

$ 33,555 $ 84,355 $ 62,573

Non-cash investing and financing activities:

Capital expenditures incurred but not yet paid $ 761 $ 1,585 $ 1,083

Capital expenditures incurred but not yet paid or paid by landlord

$ 34,765 $ 761 $ 1,585

Related party loan payable assigned to the Company $ — $ 53,656 $ —

Non-cash reduction of loan receivable from related party $ 5,350 $ 4,019 $ —

Non-cash stock repurchases in lieu of payment of loan due from related party

$ 65,512 $ 5,350 $ 4,019

See accompanying notes to the consolidated and combined financial statements.

4 unchanged sentences

Investment Additional

Paid-Capital Treasury Stock Accumulated deficit Accumulated Other Comprehensive Loss Total Madison Square Garden Entertainment Corp.

paid-in capital

Treasury Stock Retained earnings (deficit)

Accumulated Other Comprehensive Loss Total Madison Square Garden Entertainment Corp.

Stockholders’ Equity (Deficit) Non-redeemable

8 unchanged sentences

Balance as of June 30, 2022 $ — $ 33,265 $ — $ — $ — $ ( 34,740 ) $ ( 1,475 ) $ ( 114 ) $ ( 1,589 )

Net loss — ( 133,336 ) — — — — ( 133,336 ) ( 2,864 ) ( 136,200 )

Other comprehensive loss — — — — — ( 1,142 ) ( 1,142 ) — ( 1,142 )

Comprehensive loss — — — — — — ( 134,478 ) ( 2,864 ) ( 137,342 )

Net decrease in Sphere Entertainment Co.

Investment — ( 362,899 ) — — — — ( 362,899 ) — ( 362,899 )

Balance as of June 30, 2022 $ — $ 33,265 $ — $ — $ — $ ( 34,740 ) $ ( 1,475 ) $ ( 114 ) $ ( 1,589 )

Net income — 105,294 — — ( 28,697 ) — 76,597 ( 553 ) 76,044

9 unchanged sentences

Balance as of June 30, 2023 $ 519 $ — $ 17,727 $ ( 25,000 ) $ ( 28,697 ) $ ( 34,021 ) $ ( 69,472 ) $ — $ ( 69,472 )

Net income — — — — 144,300 — 144,300 — 144,300

Other comprehensive income — — — — — 1,759 1,759 — 1,759

Comprehensive income — — — — — — 146,059 — 146,059

Share-based compensation — — 31,168 — — — 31,168 — 31,168

Tax withholding associated with shares issued for share-based compensation 6 — ( 14,540 ) — — — ( 14,534 ) — ( 14,534 )

Stock repurchases, inclusive of tax — — ( 874 ) ( 115,512 ) — — ( 116,386 ) — ( 116,386 )

Balance as of June 30, 2024 $ 525 $ — $ 33,481 $ ( 140,512 ) $ 115,603 $ ( 32,262 ) $ ( 23,165 ) $ — $ ( 23,165 )

See accompanying notes to the consolidated and combined financial statements.

4 unchanged sentences

Description of Business

Madison Square Garden Entertainment Corp., formerly MSGE Spinco, Inc.

(the “Company”) is a live entertainment company comprised of iconic venues and marquee entertainment content.

Madison Square Garden Entertainment Corp., (together with its subsidiaries, as applicable, the “Company” or “MSG Entertainment”) is a live entertainment company comprised of iconic venues and marquee entertainment content.

Utilizing the Company’s powerful brands and live entertainment expertise, the Company delivers unique experiences that set the standard for excellence and innovation while forging deep connections with diverse and passionate audiences.

10 unchanged sentences

MSG Entertainment Distribution

On April 20, 2023 (the “MSGE Distribution Date”), Sphere Entertainment Co., formerly Madison Square Garden Entertainment Corp.

(“Sphere Entertainment”), distributed approximately 67 % of the outstanding common stock of Madison Square Garden Entertainment Corp., formerly MSGE Spinco, Inc.

On April 20, 2023 (the “MSGE Distribution Date”), Sphere Entertainment Co.

(“Sphere Entertainment”), distributed approximately 67 % of the outstanding common stock of Madison Square Garden Entertainment Corp.

(“MSG Entertainment” or the “Company”), to its stockholders (the “MSGE Distribution”), with Sphere Entertainment retaining approximately 33 % of the outstanding common stock of MSG Entertainment (in the form of Class A common stock) (the “MSGE Retained Interest”) immediately following the MSGE Distribution.

As a result, the Company became an independent publicly traded company on April 21, 2023 through the MSGE Distribution.

As of August 9, 2023, Sphere Entertainment owned approximately 17 % of the outstanding common stock of the Company (in the form of Class A common stock).

In the MSGE Distribution, stockholders of Sphere Entertainment received (a) one share of MSG Entertainment’s Class A common stock, par value $ 0.01 per share (“Class A common stock”), for every share of Sphere Entertainment’s Class A common stock, par value $ 0.01 per share, held of record as of the close of business, New York City time, on April 14, 2023 (the “Record Date”), and (b) one share of MSG Entertainment’s Class B common stock (“Class B common stock”), par value $ 0.01 per share, for every share of Sphere Entertainment’s Class B common stock, par value $ 0.01 per share, held of record as of the close of business, New York City time, on the Record Date.

Following the completion of the secondary offering by Sphere Entertainment of the Company’s Class A Common Stock on September 22, 2023, Sphere Entertainment no longer owns any of the Company’s outstanding common stock.

Unless the context otherwise requires, all references to Sphere Entertainment refer to Sphere Entertainment together with its direct and indirect subsidiaries.

Basis of Presentation

The Company reports on a fiscal year basis ending on June 30.

The Company reports on a fiscal year basis ending on June 30th.

In these consolidated and combined financial statements, the fiscal years ended June 30, 2024, 2023 and 2022 are referred to as “Fiscal Year 2024”, “Fiscal Year 2023”, and “Fiscal Year 2022”, respectively, and the fiscal year ending June 30, 2025 is referred to as “Fiscal Year 2025”.

The Company’s financial statements as of and for the period ended June 30, 2024 are presented on a consolidated basis.

Subsequent to the MSGE Distribution, the Company’s financial statements as of June 30, 2023 and for the period from April 21, 2023 to June 30, 2023 included in the year ended June 30, 2023 are presented on a consolidated basis, as the Company became a standalone public company on April 21, 2023.

The Company’s combined financial statements as of June 30, 2022 and for the years ended June 30, 2022 and 2021, as well as the financial information from July 1, 2022 through April 20, 2023 that is included in the results of operations for the year ended June 30, 2023 were prepared on a stand-alone basis derived from the consolidated financial statements and accounting records of Sphere Entertainment.

These financial statements reflect the combined historical results of operations, financial position and cash flows of the Company in accordance with U.S.

The Company’s combined financial statements for the year ended June 30, 2022, as well as the financial information from July 1, 2022 through April 20, 2023 that is included in the results of operations for the year ended June 30, 2023 were prepared on a standalone basis derived from the consolidated financial statements and accounting records of Sphere

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

accepted accounting principles (“GAAP”) and SEC Staff Accounting Bulletin (SAB) Topic 1-B, Allocation of Expenses and Related Disclosure in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another Entity .

Entertainment.

These financial statements reflect the combined historical results of operations, financial position and cash flows of the Company in accordance with U.S.

generally accepted accounting principles (“GAAP”) and Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (SAB) Topic 1-B, Allocation of Expenses and Related Disclosure in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another Entity .

References to U.S.

GAAP issued by the Financial Accounting Standards Board (“FASB”) in these footnotes are to the FASB Accounting Standards Codification, also referred to as “ASC.”

Prior to April 21, 2023, separate financial statements had not been prepared for the Company and it has not operated as a stand-alone business from Sphere Entertainment.

Prior to April 21, 2023, separate financial statements had not been prepared for the Company and it had not operated as a standalone business from Sphere Entertainment.

The combined financial statements include certain assets and liabilities that have historically been held by Sphere Entertainment or by other Sphere Entertainment subsidiaries but are specifically identifiable or otherwise attributable to the Company.

The combined financial statements are presented as if the Company’s businesses had been combined for all periods presented.

The assets and liabilities in the combined financial statements have been reflected on a historical cost basis, as immediately prior to the MSGE Distribution all of the assets and liabilities presented were wholly owned by Sphere Entertainment and are being transferred to the Company at a carry-over basis.

The financial information from July 1, 2022 through April 20, 2023 that is included in the results of operations for the year ended June 30, 2023 and the combined statements of operations for the years ended June 30, 2022 and 2021 include allocations for certain support functions that are provided on a centralized basis and not historically recorded at the business unit level by Sphere Entertainment, such as expenses related to executive management, finance, legal, human resources, government affairs, information technology, and venue operations, among others.

The assets and liabilities in the combined financial statements have been reflected on a historical cost basis, as immediately prior to the MSGE Distribution all of the assets and liabilities presented were wholly owned by Sphere Entertainment and were transferred to the Company at a carry-over basis.

The financial information from July 1, 2022 through April 20, 2023 that is included in the results of operations for the year ended June 30, 2023 and the combined statement of operations for the year ended June 30, 2022 include allocations for certain support functions that were provided on a centralized basis and not historically recorded at the business unit level by Sphere Entertainment, such as expenses related to executive management, finance, legal, human resources, government affairs, information technology, and venue operations, among others.

As part of the MSGE Distribution, certain corporate and operational support functions were transferred to the Company and therefore, charges were reflected in order to burden all business units comprising Sphere Entertainment’s historical operations.

2 unchanged sentences

Management believes the assumptions underlying the combined financial statements, including the assumptions regarding allocating general corporate expenses, are reasonable.

Nevertheless, the combined financial statements may not include all of the actual expenses that would have been incurred by the Company and may not reflect its combined results of operations, financial position and cash flows had it been a stand-alone company during the periods presented.

Actual costs that would have been incurred if the Company had been a stand-alone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure.

The Company is unable to quantify the amounts that it would have recorded during the historical periods on a stand-alone basis.

Actual costs that would have been incurred if the Company had been a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure.

The Company is unable to quantify the amounts that it would have recorded during the historical periods on a standalone basis.

Related Party Transactions for more information regarding allocations of certain costs from the Company to Sphere Entertainment.

1 unchanged sentence

The par value of the Company’s stock was recorded as a component of common stock, with the remaining balance recorded as retained deficit in the consolidated balance sheet on the MSGE Distribution Date.

Impact of the COVID-19 Pandemic

The Company’s operations and operating results were not materially impacted by the COVID-19 pandemic during Fiscal Year 2023, as compared to Fiscal Year 2022, which was materially impacted by fewer ticketed events at our venues in the first half of Fiscal Year 2022 due to the lead-time required to book touring acts and artists and the postponement or cancellation of select bookings at our venues (including the partial cancellation of the 2021 production of the Christmas Spectacular ) during the second and third quarters of the Fiscal Year 2022.

It is unclear to what extent COVID-19, including variants thereof, or another pandemic or public health emergency, could result in new government- or league-mandated capacity or other restrictions, vaccination/mask requirements, or impact the use of and/or demand for our venues and our sponsorship and advertising assets, deter our employees and vendors from working at our venues (which may lead to difficulties in staffing) or otherwise materially impact our operations.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Reclassifications

For purposes of comparability, certain prior period amounts have been reclassified to conform to the current year presentation in accordance with GAAP.

The accompanying consolidated and combined financial statements for the Fiscal Years ended 2024, 2023 and 2022 have been revised to change the presentation of our revenue and direct operating expenses from an aggregated to a disaggregated basis.

Summary of Significant Accounting Policies

3 unchanged sentences

For the periods prior to the MSGE Distribution Date, the combined financial statements include certain assets and liabilities that were historically held at Sphere Entertainment’s corporate level but were specifically identifiable or otherwise attributable to the Company.

Certain historical intercompany transactions between Sphere Entertainment and the Company have been included as components of the Sphere Entertainment’s investment in the combined financial statements, as they are considered to be effectively settled upon effectiveness of the MSGE Distribution and were not historically settled in cash.

Certain historical intercompany transactions between Sphere Entertainment and the Company have been included as components of

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Sphere Entertainment’s investment in the combined financial statements, as they are considered to be effectively settled upon effectiveness of the MSGE Distribution and were not historically settled in cash.

Certain other historical intercompany transactions between Sphere Entertainment and the Company have been classified as related party, rather than intercompany, in the combined financial statements as they were historically settled in cash.

Expenses related to corporate allocations from the Company to Sphere Entertainment prior to the MSGE Distribution are considered to be effectively settled in the combined financial statements at the time the transaction is recorded, with the offset recorded against Sphere Entertainment’s investment in the Company.

Expenses related to corporate allocations from the Company to Sphere Entertainment prior to the MSGE Distribution are considered to be effectively settled in the combined financial statements at the time the transaction was recorded, with the offset recorded against Sphere Entertainment’s investment in the Company.

Related Party Transactions, for further information on related party arrangements.

13 unchanged sentences

Changes in estimates resulting from weakness in the economic environment or other factors beyond the Company’s control could be material and would be reflected in the Company’s consolidated and combined financial statements in future periods.

Revenue Recognition

Revenue Recognition and Direct Operating Expenses

The Company generates revenue from the provision of services and sale of tangible products, as well as leasing transactions.

Revenues are presented under these three categories in the consolidated and combined statements of operations, as described below.

Service revenue, presented as “Revenues from entertainment offerings,” primarily includes:

• Ticket sales and other ticket-related revenue

• Venue license fees for events held at the Company’s venues that the Company does not produce or promote/co-promote

• Sponsorship and signage

• Suite licenses and single night suite rentals

• Advertising commissions and related service fees

• Commissions related to the sale of merchandise for which the Company is not the principal in the underlying transaction

Direct operating expenses related to the provision of services and leasing, presented as “Entertainment offerings, arena license fees, and other leasing direct operating expenses”, primarily include:

• Event production costs including direct personnel expenses

• Venue operations and infrastructure costs (a)

• Venue rental costs for venues not owned by the Company

• Sponsorship and signage fulfillment costs

• Contractual revenue sharing expenses related to suite licenses and certain internal signage

• Event-related marketing and advertising costs

Product revenue, presented as “Food, beverage, and merchandise revenues”, includes:

• Sales of food and beverage during events held at the Company’s venues

• Sales of the Company’s merchandise at the Company’s venues and via traditional retail channels

Direct operating expenses related to the sale of products, presented as “Food, beverage, and merchandise direct operating expenses” include:

• Costs of goods sold including direct personnel expenses

• Contractual revenue sharing expenses related to food and beverage sold at events held by Madison Square Garden Sports Corp.

(together with its subsidiaries, as applicable, “MSG Sports”) at The Garden

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Lease revenue, presented as “Arena license fees and other leasing revenue”, includes:

• Rental fees related to the arena license agreements that require the Knicks and the Rangers to play their home games at The Garden (the “Arena License Agreements”) with MSG Sports

• Sublease income

_________________

(a) Leasing direct operating expenses materially consist of venue operations and infrastructure costs.

Venue operations and infrastructure costs are not specifically allocated to each revenue category, but are instead attributed in their entirety to service revenue, which is the Company’s principal revenue category.

As a result, the Company combines service and leasing direct operating expenses within “Entertainment offerings, arena license fees, and other leasing direct operating expenses” for presentation purposes.

The Company recognizes revenue when, or as, performance obligations under the terms of a contract are satisfied, which generally occurs when, or as, control of promised goods or services is transferred to customers.

6 unchanged sentences

Contract fulfillment costs are expensed as the Company satisfies the related performance obligations.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Arrangements with Multiple Performance Obligations

The Company enters into arrangements with multiple performance obligations, such as multi-year sponsorship agreements, which may derive revenues for the Company, as well as Sphere Entertainment and MSG Sports within a single arrangement.

The Company also derives revenue from similar types of arrangements which are entered into by MSG Sports.

The Company also derives revenue from similar types of arrangements which are entered into by Sphere Entertainment and MSG Sports.

Payment terms for such arrangements can vary by contract, but payments are generally due in installments throughout the contractual term.

13 unchanged sentences

The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service before transfer to the customer.

When the Company concludes that it controls the good or service before transfer to the customer, the Company is considered a principal in the transaction and records revenue on a gross basis.

When the Company concludes that it

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

controls the good or service before transfer to the customer, the Company is considered a principal in the transaction and records revenue on a gross basis.

When the Company concludes that it does not control the good or service before transfer to the customer but arranges for another entity to provide the good or service, the Company acts as an agent and records revenue on a net basis in the amount it earns for its agency service.

4 unchanged sentences

Contract assets are transferred to accounts receivable once the Company’s right to consideration becomes unconditional.

Direct Operating Expenses

Direct operating expenses include, but are not limited to, event costs related to the presentation and production of the Company’s live entertainment and sporting events, revenue sharing expenses associated with signage, sponsorship and suite license fee revenue and in-venue food and beverage sales that are attributable to MSG Sports and venue lease, maintenance, and other operating expenses.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Production Costs for the Company’s Original Productions

The Company defers certain costs of productions such as creative design, scenery, wardrobes, rehearsal and other related costs for the Company’s proprietary shows.

Deferred production costs are amortized on a straight-line basis over the course of a production’s performance period using the expected life of a show’s assets.

Deferred production costs are amortized on a straight-line basis over the course of a production’s performance period using the expected life of a show’s assets and are recorded as a component of Entertainment offerings, arena license fees, and other leasing direct operating expenses on the Company’s consolidated and combined statement of operations.

Deferred production costs are subject to recoverability assessments whenever there is an indication of potential impairment.

Revenue Sharing Expenses

Revenue sharing expenses are determined based on contractual agreements between the Company and MSG Sports, primarily related to suite license, certain internal signage and in-venue food and beverage sales.

Revenue sharing expenses are determined based on contractual agreements between the Company and MSG Sports, primarily related to suite licenses, certain internal signage and in-venue food and beverage sales and are recorded as a component of Entertainment offerings, arena license fees, and other leasing direct operating expenses on the Company’s consolidated and combined statement of operations.

Advertising Expenses

12 unchanged sentences

federal and state income tax returns.

Pursuant to rules promulgated by the Internal Revenue Service and various state taxing authorities, the Company expects to file its initial U.S.

Pursuant to rules promulgated by the Internal Revenue Service and various state taxing authorities, the Company filed its initial U.S.

income tax return for the period from April 21, 2023 through June 30, 2023.

In addition, although deferred tax assets have been recognized for NOLs and tax credits in accordance with the separate return method, such NOLs and credits did not carry over with the Company in connection with the MSGE Distribution.

Share-based Compensation

3 unchanged sentences

In addition, Share-based compensation expense attributed to the Company’s direct employees was recorded in the combined financial statements.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Share-based compensation expense related to directors and corporate executives of Sphere Entertainment has been allocated on a proportional basis, which management has deemed to be reasonable.

4 unchanged sentences

For the periods after the MSGE Distribution Date, basic earnings per share (“EPS”) attributable to the Company’s common stockholders is based upon net income (loss) attributable to the Company’s common stockholders divided by the weighted-average number of shares of common stock outstanding during the period.

Diluted EPS reflects the effect of the assumed

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

vesting of restricted stock units and exercise of stock options only in the periods in which such effect would have been dilutive.

For the periods when a net loss is reported, the computation of diluted EPS equals the basic EPS calculation since common stock equivalents were antidilutive due to losses from continuing operations.

Diluted EPS reflects the effect of the assumed vesting of restricted stock units and exercise of stock options only in the periods in which such effect would have been dilutive.

For the periods when a net loss is reported, the computation of diluted EPS equals the basic EPS calculation since common stock equivalents would be antidilutive due to losses from continuing operations.

Holders of Class A common stock and Class B common stock are entitled to receive dividends equally on a per-share basis if and when such dividends are declared.

As the holders of Class A and Class B common stock are entitled to identical dividend and liquidation rights, the undistributed earnings are allocated on a proportionate basis to each class of common stock and the resulting basic and diluted net earnings (loss) per share attributable to common stockholders are, therefore, the same for both Class A and Class B common stock on both an individual and combined basis.

On the MSGE Distribution Date, 51,768 shares of common stock of the Company, inclusive of 17,021 shares of Class A common stock related to the MSGE Retained Interest, were outstanding as of April 20, 2023.

This share amount is being utilized for the calculation of basic earnings (loss) per share for Fiscal Years 2022 and 2021 because the Company was not a standalone public company prior to the MSGE Distribution.

In addition, for Fiscal Years 2022 and 2021 the computation of diluted earnings per share equals the basic earnings (loss) per share calculation since there was no stock trading information available to compute dilutive effect of shares issuable under share-based compensation plans needed under the treasury method in accordance with ASC Topic 260, Earnings Per Share.

On the MSGE Distribution Date, 51,768 shares of common stock of the Company, inclusive of 17,021 shares of Class A common stock related to the MSGE Retained Interest, were outstanding.

This share amount was utilized for the calculation of basic earnings (loss) per share for Fiscal Year 2022 because the Company was not a standalone public company prior to the MSGE Distribution.

In addition, for Fiscal Year 2022 the computation of diluted earnings per share equals the basic earnings (loss) per share calculation since there was no stock trading information available to compute dilutive effect of shares issuable under share-based compensation plans needed under the treasury method in accordance with ASC Topic 260, Earnings Per Share (“ASC Topic 260”) .

Cash and Cash Equivalents

4 unchanged sentences

Restricted Cash

The Company’s restricted cash includes cash deposited in escrow accounts.

The Company has deposited cash in an interest-bearing escrow account related to credit support, debt facilities, and collateral to its workers compensation and general liability insurance obligations.

The carrying amount of restricted cash approximates fair value due to the short-term maturity of these instruments.

The Company’s restricted cash includes cash deposited in escrow accounts related to general liability insurance obligations.The carrying amount of restricted cash approximates fair value due to the short-term maturity of these instruments.

Short-Term Investments

Short-term investments include investments that (i) have original maturities of greater than three months and (ii) the Company has the ability to convert into cash within one year.

The Company classifies its short-term investments at the time of purchase as “held-to-maturity” and re-evaluates its classification quarterly based on whether the Company has the intent and ability to hold until maturity.

Short-term investments, which are recorded at cost and adjusted for accrued interest, approximate fair value.

Cash inflows and outflows related to the sale and purchase of short-term investments are classified as investing activities in the Company’s consolidated and combined statements of cash flows.

Accounts Receivable

3 unchanged sentences

The Company recognized an allowance of $ 582 and $ 472 for Fiscal Years 2024 and 2023, respectively.

Investments in Equity Securities

For the Company’s equity investments with readily determinable fair values, changes in the fair value of those investments are measured quarterly and are recorded within Other income (expense), net in the accompanying consolidated and combined statements of operations.

Property and Equipment and Other Long-Lived Assets

Property and equipment and other long-lived assets, including amortizable intangible assets, are stated at cost or acquisition date fair value, if acquired.

Expenditures for new facilities or equipment, and expenditures that extend the useful lives of

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

existing facilities or equipment, are capitalized and recorded at cost.

The Company’s investments accounted for using the equity method of accounting are carried at cost, plus or minus the Company’s share of net earnings or losses of the investment, subject to certain other adjustments.

The cost of equity method investments includes transaction costs of the acquisition.

As required by GAAP, to the extent that there is a basis difference between the cost and the underlying equity in the net assets of an equity investment, the Company allocates such differences between tangible and intangible assets.

The Company’s share of net earnings or losses of the investment, inclusive of amortization expense for intangible assets associated with the investment, is reflected in Other income (expense), net within the Company’s consolidated and combined statements of operations.

Dividends received from the investee reduce the carrying amount of the investment.

Due to the timing of receiving financial information from certain of its nonconsolidated affiliates, the Company records its share of net earnings or losses of such affiliates on a three-month lag basis, with the exception of the amortization expense of intangible assets which are recorded currently.

The Company reviews its equity method investments periodically to determine whether a decline in fair value below the cost basis is other-than-temporary.

The primary factors the Company considers in its determination are the length of time that the fair value of the investment is below the Company’s carrying value;

future prospects of the investee;

and the Company’s intent and ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value.

In addition, the Company considers other factors such as general market conditions, industry conditions, and analysts’ ratings.

If the decline in fair value is deemed to be other-than-temporary, the cost basis of the investment is written down to fair value and the loss is realized as a component of net income.

In addition to equity method investments, the Company also has other equity investments without readily determinable fair values.

The Company measures equity investments without readily determinable fair values at cost, less any impairment, adjusted for observable price changes from orderly transactions for identical or similar investments of the same issuer.

Changes in observable price are reflected within Other income (expense), net in the accompanying consolidated and combined statements of operations.

Property and Equipment and Other Long-Lived Assets

Property and equipment and other long-lived assets, including amortizable intangible assets, are stated at cost or acquisition date fair value, if acquired.

Expenditures for new facilities or equipment, and expenditures that extend the useful lives of existing facilities or equipment, are capitalized and recorded at cost.

The useful lives of the Company’s long-lived assets are based on estimates of the period over which the Company expects the assets to be of economic benefit to the Company.

11 unchanged sentences

Shorter of term of lease or useful life of improvement

Intangible assets with finite lives are amortized principally using the straight-line method over the following estimated useful lives:

Estimated Useful Lives

Trade names 7 years

Festival rights 7 years

Other intangibles 15 years

Goodwill and Indefinite-Lived Assets

7 unchanged sentences

These estimates and assumptions could have a significant impact on whether an impairment charge is recognized and the magnitude of any such charge.

Fair value estimates are made based on relevant information at a specific point in time, and are subjective in nature and involve significant uncertainties and judgments.

Fair value estimates are made based on relevant information at a specific point in time, and are subjective in nature and involve

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

significant uncertainties and judgments.

If these estimates or assumptions change materially, the Company may be required to record impairment charges related to its long-lived and/or indefinite-lived assets.

5 unchanged sentences

The amount of an impairment loss is measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Identifiable indefinite-lived intangible assets are tested annually for impairment as of August 31 st and at any time upon the occurrence of certain events or substantive changes in circumstances.

20 unchanged sentences

ROU assets associated with finance leases are presented separate from ROU assets associated with operating leases and are included within Property and equipment, net on the Company’s consolidated and combined balance sheets.

For purposes of measuring the present value of the Company’s fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, as rates implicit in the underlying leasing arrangements are typically not readily determinable.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

readily determinable.

The Company’s incremental borrowing rate reflects the rate it would pay to borrow on a secured basis and incorporates the term and economic environment surrounding the associated lease.

3 unchanged sentences

Variable lease costs for both operating and finance leases, if any, are recognized as incurred and such costs are excluded from lease balances recorded on the consolidated and combined balance sheets.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Contingencies

2 unchanged sentences

As more fully described in Note 13, Pension Plans and Other Postretirement Benefit Plans, certain employees of the Company participated in defined benefit pension plans sponsored by Sphere Entertainment prior to the MSGE Distribution.

After the MSGE Distribution, Sphere Entertainment transferred the sponsorship of certain funded defined benefit plans to the Company, The Company accounts for the transferred defined benefit pension plans under the guidance of ASC Topic 715, Compensation — Retirement Benefits (“ASC Topic 715”).

After the MSGE Distribution, Sphere Entertainment transferred the sponsorship of certain funded defined benefit plans to the Company, The Company accounts for the defined benefit Pension Plans under the guidance of ASC Topic 715, Compensation — Retirement Benefits (“ASC Topic 715”).

Accordingly, for the defined benefit Pension Plans liabilities, the consolidated and combined financial statements reflected the full impact of such plans on both the consolidated and combined statements of operations and the consolidated and combined balance sheets and the Company recorded an asset or liability to recognize the funded status of the defined benefit Pension Plans (other than multiemployer plans), as well as a liability only for any required contributions to the defined benefit Pension Plans that were accrued and unpaid at the balance sheet date.

20 unchanged sentences

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued Accounting Standards Update (“ASU”) No.

2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes .

This ASU eliminates certain exceptions to the general approach in ASC Topic 740 and includes methods of simplification to the existing guidance.

This standard was adopted by the Company in the first quarter of Fiscal Year 2022.

The adoption of this standard had no impact on the Company’s consolidated and combined financial statements.

In March 2020, the FASB issued ASU No.

2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting .

This ASU provides temporary optional expedients and exceptions to the guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate and other interbank offered rates to alternative reference rates.

In January 2021, the FASB issued ASU No.

2021-01, which refines the scope of Topic 848 and clarifies some of its guidance as part of the FASB’s monitoring of global reference rate activities.

The new guidance was effective upon issuance, and the Company was allowed to elect to apply the amendments prospectively through December 31, 2022.

The Company adopted ASU No.

2020-04 in Fiscal Year 2022.

The adoption did not have a material impact on the Company’s consolidated and combined financial statements.

Recently Issued Accounting Pronouncements

In November 2023 , the FASB issued Accounting Standards Update (“ASU”) No.

2023-07, Improvement to Reportable Segment Disclosures .

This ASU aims to improve segment disclosures through enhanced disclosures about significant segment expenses.

The standard requires disclosure of significant expense categories and amounts for such expenses, including those segment expenses that are regularly provided to the chief operating decision maker, easily computable from information that is regularly provided, or significant expenses that are expressed in a form other than actual amounts.

This standard will be effective for the Company in Fiscal Year 2025 and is required to be applied retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the impact of the additional disclosure requirements on the Company’s consolidated and combined financial statements.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , a final standard on improvements to income tax disclosures which applies to all entities subject to income taxes.

The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

The standard is intended to benefit investors by providing more detailed income tax disclosures that would be helpful to understand an entity’s exposure to potential changes in jurisdictional tax legislation and the ensuing risks and opportunities, assess income tax information that affects cash flow forecasts and capital allocation decisions, and identify potential opportunities to increase future cash flows.

This standard will be effective for the Company in Fiscal Year 2026 and should be applied prospectively.

The Company is currently evaluating the impact of the additional disclosure requirements on the Company’s consolidated and combined financial statements.

The Company did not have any dispositions during Fiscal Year 2024.

Disposition of Our Interest in Boston Calling Events

2 unchanged sentences

BCE meets the definition of a business under SEC Regulation S-X Rule 11-01(d)-1 and ASC Topic 805 — Business Combinations .

This disposition does not represent a strategic shift with a major effect on the Company’s operations, and as such, has not been reflected as a discontinued operation under ASC Subtopic 205-20 — Discontinued Operations .

This disposition did not represent a strategic shift with a major effect on the Company’s operations, and as such, has not been reflected as a discontinued operation under ASC Subtopic 205-20 — Discontinued Operations .

The gain on the BCE Disposition was recorded in Gains, net on dispositions in the consolidated and combined statements of operations.

4 unchanged sentences

Revenue Recognition

For Fiscal Years 2023, 2022 and 2021, all revenue recognized in the consolidated and combined statements of operations is considered to be revenue from contracts with customers in accordance with ASC Topic 606, Revenue From Contracts with Customers (“ASC Topic 606”), except for revenues from Arena License Agreements.

All revenue recognized in the consolidated and combined statements of operations is considered to be revenue from contracts with customers in accordance with ASC Topic 606, Revenue From Contracts with Customers (“ASC Topic 606”), except for revenues from the Arena License Agreements and leases and subleases that are accounted for in accordance with ASC Topic 842, Leases (“ASC Topic 842”).

The Company’s revenues by category are outlined in Note 2.

Summary of Significant Accounting Policies.

In Fiscal Years 2024 and 2023, the Company did not have any material provisions for credit losses on receivables or contract assets arising from contracts with customers.

Arena License Agreements

Revenues from entertainment offerings

The Company’s performance obligations with respect to revenues from entertainment offerings are generally satisfied at the point in time or as the related event occurs or as the underlying benefits are delivered over the term of the respective agreements.

Revenues from entertainment offerings include revenue from the license of The Garden’s suites for the Company’s or MSG Sports’ events.

Suite license arrangements are generally multi-year fixed-fee arrangements that include annual fee increases.

Payment terms for suite license arrangements can vary by contract, but payments are generally due in installments prior to each license year.

The Company’s performance obligation under such arrangements is to provide the licensee with access to the suite when events occur at The Garden.

The Company accounts for the performance obligation under these types of arrangements as a series and, as a result, the related suite license fees for all years during the license term are aggregated and revenue is recognized proportionately over the license period as the Company satisfies the related performance obligation.

Progress toward satisfaction of the Company’s annual suite license

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

performance obligation is measured as access to the suite that is provided to the licensee for each event throughout the contractual term of the license.

Food, beverage, and merchandise revenues

The Company’s performance obligations with respect to revenue from food, beverage, and merchandise are satisfied at the point in time the related goods are transferred to the customer.

Arena License fees and other leasing revenue

In Fiscal Year 2020, the Company entered into Arena License Agreements with MSG Sports that require the Knicks and the Rangers to play their home games at The Garden.

4 unchanged sentences

During Fiscal Years 2024, 2023 and 2022, the Company recognized $ 68,068 , $ 68,068 and $ 68,072 , respectively, of revenues under the Arena License Agreements.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Event Related Revenue

The Company earns event related revenues principally from the sale of tickets for events that the Company produces or promotes/co-promotes, and from venue license fees charged to third-party promoters for events held at the Company’s venues that the Company does not produce or promote/co-promote.

The Company’s performance obligations with respect to event-related revenues from the sale of tickets, venue license fees from third-party promoters, sponsorships, concessions and merchandise are satisfied at the point in time or as the related event occurs.

The Company also earns revenue from the provision of various event-related services that are incremental to MSG Sports’ general use of The Garden.

The Company’s performance obligations with respect to these event-related services are satisfied as the related event occurs.

The Company’s revenues also include revenue from the license of The Garden’s suites for the Company’s or MSG Sports’ events.

Suite license arrangements are generally multi-year fixed-fee arrangements that include annual fee increases.

Payment terms for suite license arrangements can vary by contract, but payments are generally due in installments prior to each license year.

The Company’s performance obligation under such arrangements is to provide the licensee with access to the suite when events occur at The Garden.

Progress toward satisfaction of the Company’s annual suite license performance obligation is measured as access to the suite that is provided to the licensee for each event throughout the contractual term of the license.

Other Revenue

The Company also earns revenues from the sale of advertising in the form of venue signage and other forms of sponsorship, which are not related to any specific event of the Company or MSG Sports.

The Company’s performance obligations with respect to this advertising are satisfied as the related benefits are delivered over the term of the respective agreements.

Principal vs.

12 unchanged sentences

The Company is not the principal in such arrangements as it does not control the related goods or services prior to transfer to the customer.

As an agent under these arrangements, the Company recognizes the advertising commission revenue on a net basis.

The Company was also party to an advertising sales representation agreement with MSG Networks until December 31, 2022.

As an agent under these arrangements, the Company recognizes the advertising commission revenue on a net basis in the Revenues from entertainment offerings line on the consolidated and combined statement of operations.

The Company was also party to an advertising sales representation agreement (the “Networks Advertising Sales Representation Agreement”) with MSGN Holdings, L.P.

(“MSG Networks”) until December 31, 2022.

Related Party Transactions for more information regarding the advertising sales representation agreements with subsidiaries of MSG Sports and Sphere Entertainment.

5 unchanged sentences

2024 2023 2022

Event-related and entertainment offerings (a)

Event-related offerings (a)

$ 625,364 $ 532,308 $ 372,552

3 unchanged sentences

Total revenues from contracts with customers 885,989 779,818 582,080

Revenues from Arena License Agreements, leases and subleases 71,678 71,410 24,325

Arena license fees and other leasing revenue 73,276 71,678 71,410

Total revenues $ 959,265 $ 851,496 $ 653,490

_______________

(a) Event-related and entertainment offerings revenues are recognized at a point in time.

(a) Event-related entertainment offerings revenues are recognized at a point in time.

(b) See Note 2.

Summary of Significant Accounting Policies, Revenue Recognition, and the discussion above within this Note for further details on the pattern of recognition of sponsorship, signage, and suite license revenues.

(c) Primarily consists of (i) revenues from sponsorship sales and representation agreements with MSG Sports, and (ii) advertising commission revenues recognized from MSG Networks up to December 31, 2022.

Summary of Significant Accounting Policies, Revenue Recognition for further details on the pattern of recognition of sponsorship, signage, and suite license revenues.

In addition to the disaggregation of the Company’s revenue by major source based upon the timing of transfer of goods or services to the customer disclosed above, the following table disaggregates the Company’s consolidated and combined revenues by type of goods or services in accordance with the required entity-wide disclosure requirements of ASC Subtopic 280-10-50-38 to 40 and the disaggregation of revenue required disclosures in accordance with ASC Subtopic 606-10-50-5 for Fiscal Years 2024, 2023 and 2022.

8 unchanged sentences

Total revenues from contracts with customers 885,989 779,818 582,080

Revenues from Arena License Agreements, leases and subleases 71,678 71,410 24,325

Arena license fees and other leasing revenue 73,276 71,678 71,410

Total revenues $ 959,265 $ 851,496 $ 653,490

15 unchanged sentences

Related Party Transactions for further details on these related party arrangements.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

(b) Contract assets primarily relate to the Company’s rights to consideration for goods or services transferred to customers, for which the Company does not have an unconditional right to bill as of the reporting date.

1 unchanged sentence

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Transaction Price Allocated to the Remaining Performance Obligations

The Company’s remaining performance obligations under contracts primarily relates to performance obligations under sponsorship and suite license agreements that have original expected durations longer than one year and for which the considerations are not variable.

The Company’s remaining performance obligations under contracts primarily relate to performance obligations under sponsorship and suite license agreements that have original expected durations longer than one year and for which the considerations are not variable.

In developing the estimated revenue, the Company applies the allowable practical expedient and does not disclose information about remaining performance obligations that have original expected durations of one year or less.

The following table depicts the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of June 30, 2024:

June 30, 2023

As of June 30, 2024

Fiscal year ending June 30, 2025 $ 172,149

4 unchanged sentences

Thereafter 24,972

Total estimated revenue expected to be recognized in the future related to performance obligations $ 479,178

Total $ 468,375

Restructuring Charges

During Fiscal Year 2023, Sphere Entertainment implemented a cost reduction program which resulted in the recognition of termination benefits for a workforce reduction of certain executives and employees.

The Company recognized restructuring charges of $ 10,241 , net of contributory credits from the Company to Sphere Entertainment for the Company’s corporate employees.

Restructuring charges are inclusive of $ 2,293 of share-based compensation expenses.

As of June 30, 2023, the Company had a restructuring accrual of $ 2,530 , shown in accounts payable, accrued and other current liabilities.

During Fiscal Year 2024, the Company recorded restructuring charges related to termination benefits for certain corporate executives and employees.

As a result, the Company recognized restructuring charges of $ 17,649 , inclusive of $ 6,788 of share-based compensation expenses, shown in accounts payable, accrued and other current liabilities and additional paid-in-capital on the consolidated balance sheet.

For Fiscal Year 2023, the Company recognized restructuring charges related to termination benefits for certain corporate executives and employees of $ 10,241 , net of contributory credits from the Company to Sphere Entertainment.

Restructuring charges are inclusive of $ 2,293 of share-based compensation expenses, shown in accounts payable, accrued and other current liabilities and additional paid-in-capital on the consolidated balance sheet.

For Fiscal Year 2022, the Company recorded restructuring charges of $ 5,171 , net of contributory credits from the Company to Sphere Entertainment for the Company’s corporate employees.

Restructuring charges are inclusive of $ 1,612 of share-based compensation expenses.

As of June 30, 2022, the Company had a restructuring accrual of $ 3,210 , shown in accounts payable, accrued and other current liabilities of which was paid prior to June 30, 2023.

For Fiscal Year 2021, the Company recorded restructuring charges of $ 14,691 , primarily related to termination benefits provided to employees, of which all amounts have been paid as of June 30, 2022.

These measures included reductions in full-time workforce in August 2020 and November 2020.

Restructuring charges are inclusive of $ 1,612 of share-based compensation expenses, recorded in accounts payable, accrued and other current liabilities and additional paid-in-capital on the consolidated balance sheet.

Restructuring Liability

June 30, 2023 $ 2,530

Restructuring charges (excluding share-based compensation expense)

June 30, 2024 $ 7,140

Computation of Earnings per-Share

On the MSGE Distribution Date, 51,768 shares of common stock of the Company, inclusive of 17,021 shares of Class A common stock related to the MSGE Retained Interest.

This share amount is being utilized for the calculation of basic earnings (loss) per share for Fiscal Year 2022 because the Company was not a standalone public company prior to the MSGE Distribution.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

9 unchanged sentences

_________________

(a) For Fiscal Years 2022 and 2021, all restricted stock units and stock options were excluded from the above table because there was no stock trading information available to compute dilutive effect of shares issuable under share-based compensation plans under the treasury method in accordance with ASC Topic 260, Earnings Per Share.

Equity Investments With Readily Determinable Fair Value

As of June 30, 2023 , the Company held investments of (i) Townsquare Media, Inc.

(“Townsquare”), and (ii) DraftKings Inc.

(“DraftKings”):

(a) For Fiscal Year 2022, all restricted stock units and stock options were excluded from the above table because there was no stock trading information available to compute dilutive effect of shares issuable under share-based compensation plans under the treasury method in accordance with ASC Topic 260 .

As of June 30, 2024 , the Company held an investment in Townsquare Media, Inc.

(“Townsquare”), and as of June 30, 2023, also held an investment in DraftKings Inc.

(“DraftKings”), which was subsequently sold during the first quarter of Fiscal Year 2024:

• Townsquare is a media, entertainment and digital marketing solutions company that is listed on the New York Stock Exchange (the “NYSE”) under the symbol “TSQ.”

• DraftKings is a fantasy sports contest and sports gambling provider that is listed on the Nasdaq Stock Market (“NASDAQ”) under the symbol “DKNG.”

As of June 30, 2024, the Company also held other equity investments held in trust under the Company’s Executive Deferred Compensation Plan.

Refer to Note 11.

Pension Plans and Other Postretirement Benefit Plans for further details regarding the plan.

On March 1, 2024, the Company converted all shares of Class C common stock of Townsquare into an equal number of shares of Class A common stock of Townsquare, subject to restrictions set forth in Townsquare’s certificate of incorporation.

The fair value of the Company’s investments in Class A common stock of Townsquare and Class A common stock of DraftKings is determined based on quoted market prices in active markets on the NYSE and NASDAQ, respectively, which are classified within Level I of the fair value hierarchy.

As a holder of Class C common stock of Townsquare, the Company is entitled to convert at any time all or any part of the Company’s shares into an equal number of shares of Class A common stock of Townsquare, subject to restrictions set forth in Townsquare’s certificate of incorporation.

Therefore, the fair value of the Company’s investment in Class C common stock of Townsquare is also determined based on the quoted market price in an active market on the NYSE, which is classified as Level I of the fair value hierarchy.

The carrying fair value of these investments, which is reported under Other non-current assets in the accompanying consolidated and combined balance sheets as of June 30, 2024 and 2023, is as follows:

As of June 30,

Ownership Percentage as of June 30, 2024

Equity investments with readily determinable fair values:

Townsquare Class A common stock $ 1,438 $ 6,945

1 unchanged sentence

DraftKings Class A common stock — 11,297

Total Equity investments with readily determinable fair value

Other equity investments with readily determinable fair values held in trust under the Company’s Executive Deferred Compensation Plan 4,226 2,954

Equity method investments:

Crown Properties Collection (a)

Equity investments without readily determinable fair values 596 475

Total investments $ 6,320 $ 35,070

_______________

(a) In March 2024, the Company paid $ 51 for an 8.3 % investment in Oak View Group’s Crown Properties Collection, LLC ("CPC").

The investment in CPC is accounted for as an equity method investment, with MSGE's share of CPC results recorded on a three‐month lag.

The impact of recording results on a three-month lag is not material.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

3 unchanged sentences

2024 2023 2022

Unrealized gain (loss) — Townsquare $ 7,644 $ ( 14,629 ) $ 26,563

Unrealized (loss) gain — Townsquare $ ( 1,591 ) $ 7,644 $ ( 14,629 )

Unrealized gain (loss) — DraftKings

Total Unrealized gains (loss) $ 16,050 $ ( 49,842 ) $ 53,505

— 8,406 ( 35,213 )

Unrealized gain — Executive Deferred Compensation Plan 495 225 $ —

Total Unrealized (loss) gain

$ ( 1,096 ) $ 16,275 $ ( 49,842 )

Gain (loss) from shares sold — DraftKings

Gain (loss) from shares sold— Townsquare 975 — —

Total realized and unrealized gain (loss) $ 19,633 $ ( 49,842 ) $ 51,178

1,548 2,608 —

(Loss) gain from shares sold — Townsquare

( 1,694 ) 975 —

Total realized and unrealized (loss) gain $ ( 1,242 ) $ 19,858 $ ( 49,842 )

Supplemental information on realized gain (loss):

8 unchanged sentences

Buildings 1,011,308 999,205

Equipment 322,445 323,741

Furniture and fixtures 29,151 28,976

Equipment, furniture and fixtures 348,075 351,596

Leasehold improvements 133,267 105,877

3 unchanged sentences

Property and equipment, net $ 633,533 $ 628,888

_________________

(a) On December 30, 2022, the Company completed the disposition of a corporate aircraft (see Note 3.

Dispositions), which resulted in a reduction of gross assets of $ 38,090 and related accumulated depreciation of $ 13,689 .

Depreciation and amortization expense on property and equipment was $ 53,876 , $ 59,709 and $ 63,696 for Fiscal Years 2024, 2023 and 2022, respectively.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

The following table summarizes the ROU assets and lease liabilities recorded on the Company’s consolidated and combined balance sheets as of June 30, 2024 and 2023:

5 unchanged sentences

Total lease liabilities $ 454,750 $ 256,484

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

The following table summarizes the activity related to lease costs recorded within the Company’s consolidated and combined statements of operations for Fiscal Years 2024, 2023 and 2022:

Line Item in the Company’s Consolidated and Combined Statements of Operations Years Ended June 30,

Classification within the Company’s Consolidated and Combined Statements of Operations

Years Ended June 30,

2024 2023 2022

Operating lease cost Direct operating expenses

$ 21,071 $ 20,729 $ 22,360

Operating lease cost Selling, general and administrative expenses 26,023 11,176 9,782

2 unchanged sentences

Total lease cost $ 47,810 $ 32,290 $ 32,330

In November 2021, Sphere Entertainment executed an agreement with the existing landlord for its New York corporate office space, which was assigned to the Company in connection with the MSGE Distribution, pursuant to which it will be relocating from the space that the Company currently occupies to newly renovated office space within the same building.

The Company will not be involved in the design or construction of the new space for purposes of the Company’s buildout prior to obtaining possession, which is expected to occur in Fiscal Year 2024.

Upon obtaining possession of the space, the new lease is expected to result in an additional lease obligation and right of use asset.

While lease payments under the new lease agreement will be recognized as a lease expense on a straight-line basis over the lease term, the Company will begin paying full rent in the second half of Fiscal Year 2026 due to certain tenant incentives included in the arrangement.

In November 2021, Sphere Entertainment executed an agreement with the existing landlord for its New York corporate office space, which was assigned to the Company in connection with the MSGE Distribution, pursuant to which the Company would relocate from the space that it previously occupied to newly renovated office space within the same building.

Throughout Fiscal Year 2024, the Company took possession of certain of the newly renovated space.

The Company was not involved in the design or construction of the new space for purposes of the Company’s build out prior to obtaining possession.

Upon obtaining possession of the space, the Company recognized an additional lease obligation of $ 206,410 and a ROU lease asset of $ 198,294 , net of tenant improvement incentives received on the possession date.

While lease payments under the new lease agreement will be recognized as a lease expense on a straight-line basis over the lease term, the Company will begin paying full rent starting in the second half of Fiscal Year 2026 due to certain tenant incentives included in the arrangement.

Base rent payments will increase every five years beginning in Fiscal Year 2031 in accordance with the terms of the lease.

The future lease payments related to this new lease for the next five fiscal years and thereafter are expected to be as follows:

June 30, 2023

Fiscal Year 2024 $ —

Fiscal Year 2025 10,121

Fiscal Year 2026 16,276

Fiscal Year 2027 39,207

Fiscal Year 2028 39,563

Thereafter (Fiscal Year 2029 to Fiscal Year 2046) 799,225

Total lease payments $ 904,392

Supplemental cash flow information related to operating leases is as follows:

3 unchanged sentences

Lease assets obtained in exchange for new lease obligations $ 198,294 $ 478 $ 298,100

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

For Fiscal Year 2024, the Company received $ 33,905 of tenant incentives from a landlord for capital expenditures on behalf of the Company.

There were no tenant incentives received in Fiscal Years 2023 and 2022.

Maturities of operating lease liabilities as of June 30, 2024 were as follows:

June 30, 2023

As of June 30, 2024

Fiscal year ending June 30, 2025 $ 7,353

12 unchanged sentences

As of June 30, 2024, the Company’s existing operating leases, which are recorded on the accompanying consolidated and combined financial statements, had remaining lease terms ranging from 0.3 years to 21.6 years.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Lessor Arrangements

4 unchanged sentences

The Arena License Agreements provide that license fees are not required to be paid by MSG Sports during periods when The Garden is unavailable for use due to a force majeure event.

As a result of government-mandated suspension of events at The Garden beginning on March 13, 2020 due to the impact of the COVID-19 pandemic, The Garden was not available for use by MSG Sports from the effective date of the Arena License Agreements through the first quarter of Fiscal Year 2021, and, accordingly, the Company did not record any operating lease revenue for this arrangement during the first quarter of Fiscal Year 2021.

Use of The Garden resumed for Knicks and Rangers home games without fans in December 2020 and January 2021, respectively, and was available at 10 % seating capacity from February through May 2021 when it became available at 100 % seating capacity.

The Company recorded $ 68,068 , $ 68,072 and $ 21,345 of revenues under the Arena License Agreements for Fiscal Year 2023, 2022, and 2021, respectively.

In addition, the Company recorded revenues from third party and related party lease and sublease arrangements of $ 3,610 , $ 3,338 and $ 2,980 for Fiscal Year 2023, 2022, and 2021, respectively.

The following table summarizes the Company’s revenues recognized under Arena License Agreements and revenues from third party and related party lease and sublease arrangements for Fiscal Years 2024, 2023, and 2022.

Years Ended June 30,

2024 2023 2022

Arena License Agreements $ 68,068 $ 68,068 $ 68,072

Third party and related party lease and sublease arrangements 5,208 3,610 3,338

Total Arena license fees and other leasing revenue $ 73,276 $ 71,678 $ 71,410

Goodwill and Intangible Assets

1 unchanged sentence

The Company has one reportable segment and one reporting unit.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

The Company’s indefinite-lived intangible assets as of June 30, 2024 and 2023 were as follows:

3 unchanged sentences

Total indefinite-lived intangible assets $ 63,801 $ 63,801

On August 31, 2022 and 2021, the Company performed its annual impairment tests of goodwill and indefinite-lived intangible assets and determined that there were no impairments of goodwill and indefinite-lived intangible assets identified as of the impairment test date.

The Company’s intangible assets subject to amortization are as follows:

June 30, 2023 Gross Accumulated

Amortization Net

Other intangibles (a)

$ 4,217 $ ( 4,217 ) $ —

Total amortizable intangible assets $ 4,217 $ ( 4,217 ) $ —

June 30, 2022 Gross Accumulated

Amortization Net

Trade names (b)

$ 2,530 $ ( 2,169 ) $ 361

Festival rights (b)

8,080 ( 6,926 ) 1,154

Other intangibles 4,217 ( 4,094 ) 123

Total amortizable intangible assets $ 14,827 $ ( 13,189 ) $ 1,638

_________________

(a) The Other intangibles were fully amortized.

(b) On December 2, 2022, the Company completed the BCE Disposition (see Note 3.

Dispositions) which resulted in a reduction of gross assets and accumulated amortization related to festival rights and trade names, associated with the BCE Disposition.

Amortization expense for intangible assets was $ 754 , $ 5,838 , and $ 988 for Fiscal Years 2023, 2022, and 2021, respectively.

On August 31, 2023 and 2022, the Company performed its annual impairment tests of goodwill and indefinite-lived intangible assets and determined that there were no impairments of goodwill or indefinite-lived intangible assets identified as of the impairment test date.

No amortization expense was recognized in Fiscal Year 2024 for definite lived intangible assets as a result of the disposition of the related assets in connection with the BCE Disposition on December 2, 2022.

The Company recorded amortization expense on definite lived intangible assets of $ 754 , and $ 5,838 for Fiscal Years 2023, and 2022, respectively, which is recognized in Depreciation and amortization in the consolidated and combined statements of operations.

Commitments and Contingencies

6 unchanged sentences

These commitments are presented exclusive of the imputed interest used to reflect the payment’s present value.

Credit Facilities for more information regarding the principal repayments required under the National Properties Facilities.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Credit Facilities for more information regarding the principal repayments required under the National Properties Facilities.

Delayed Draw Term Loan Facility

On April 20, 2023, a subsidiary of the Company, MSG Entertainment Holdings, LLC (“MSG Entertainment Holdings”), entered into a delayed draw term loan facility (the “DDTL Facility”) with Sphere Entertainment.

Pursuant to the DDTL Facility, MSG Entertainment Holdings has committed to lend up to $ 65,000 in delayed draw term loans to Sphere Entertainment on an unsecured basis until October 20, 2024.

Borrowings under the DDTL Facility will bear interest at a variable rate equal to either, at the option of Sphere Entertainment, (a) a base rate plus an applicable margin, or (b) Term SOFR plus 0.10 %, plus an applicable margin.

The applicable margin equals the applicable margin under the National Properties Facilities (as defined below), plus 1.00 % per annum.

Subject to customary borrowing conditions, the DDTL Facility is drawable in up to six separate borrowings of $ 5,000 or more.

The DDTL Facility is prepayable at any time without penalty and amounts repaid on the DDTL Facility may not be reborrowed.

If drawn, Sphere Entertainment has the option to make any payments of principal, interest or fees under the DDTL Facility either in cash or by delivering to MSG Entertainment Holdings shares of MSG Entertainment Class A common stock.

If Sphere Entertainment elects to make any payment in the form of MSG Entertainment Class A common stock, the amount of such payment would be calculated based on the dollar volume-weighted average trading price for MSG Entertainment Class A common stock for the 20 trading days ending on the day on which Sphere Entertainment made such election.

The DDTL Facility contains certain representations and warranties and affirmative and negative covenants, including, among others, financial reporting, notices of material events, and limitations on asset dispositions restricted payments, and affiliate transactions.

Pursuant to the DDTL Facility, MSG Entertainment Holdings committed to lend up to $ 65,000 in delayed draw term loans to Sphere Entertainment on an unsecured basis until October 20, 2024.

On July 14, 2023, Sphere Entertainment drew down the full amount of $ 65,000 under the DDTL Facility.

On August 9, 2023, Sphere Entertainment repaid the full principal amount of the DDTL Facility and accrued interest and commitment fees by delivering to 1,923 shares of MSG Entertainment Class A common stock to the Company.

On August 9, 2023, Sphere Entertainment repaid the full principal amount of the DDTL Facility and accrued interest and commitment fees by delivering 1,923 shares of the Company’s Class A Common Stock held by Sphere Entertainment, as permitted as payment under the DDTL Facility.

Legal Matters

7 unchanged sentences

$ 16,250 $ 16,250

Other debt — 637

Current portion of long-term debt $ 16,250 $ 16,250

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

June 30, 2024 June 30, 2023

7 unchanged sentences

National Properties Facilities

On June 30, 2022, MSG National Properties, LLC (“MSG National Properties”), MSG Entertainment Group, LLC and certain subsidiaries of MSG National Properties entered into a credit agreement with JP Morgan Chase Bank, N.A., as administrative agent and the lenders and L/C issuers party thereto (as amended, the “National Properties Credit Agreement”), providing for a five-year , $ 650,000 senior secured term loan facility (the “National Properties Term Loan Facility”) and a five-year , $ 100,000 revolving credit facility (the “National Properties Revolving Credit Facility” and, together with the National Properties Term Loan Facility, the “National Properties Facilities”).

In connection with the MSGE Distribution, the National Properties Credit Agreement was amended to replace MSG Entertainment Group, LLC with MSG Entertainment Holdings as the parent guarantor.

MSG National Properties, LLC (“MSG National Properties”), MSG Entertainment Holdings and certain subsidiaries of MSG National Properties are party to a credit agreement dated June 30, 2022 with JP Morgan Chase Bank, N.A., as administrative agent and the lenders and letter of credit issuers party thereto (as amended, the “National Properties Credit Agreement”), providing for a five-year , $ 650,000 senior secured term loan facility (the “National Properties Term Loan Facility”) and a five-year , $ 150,000 revolving credit facility (the “National Properties Revolving Credit Facility” and, together with the National Properties Term Loan Facility, the “National Properties Facilities”).

Up to $ 25,000 of the National Properties Revolving Credit Facility is available for the issuance of letters of credit.

As of June 30, 2024, outstanding letters of credit were $ 18,826 and the remaining balance available under the National Properties Revolving Credit Facility was $ 131,174 .

The proceeds of the National Properties Facilities were used on the closing date to repay in full the obligations outstanding under MSG National Properties’ prior term loan facility (the “Prior National Properties Loan Facility”) and to pay fees and expenses in connection with the National Properties Facilities and the refinancing of the Prior National Properties Loan Facility.

Up to $ 25,000 of the National Properties Revolving Credit Facility is available for the issuance of letters of credit.

Proceeds of the National Properties Revolving Credit Facility may be used to fund working capital needs, for general corporate purposes of MSG National Properties and its subsidiaries and to make distributions to MSG Entertainment Holdings.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Interest Rates.

Borrowings under the current National Properties Facilities bear interest at a floating rate, which at the option of MSG National Properties may be either (a) a base rate plus an applicable margin ranging from 1.50 % to 2.50 % per annum, determined based on the total leverage ratio of MSG National Properties and its restricted subsidiaries (the “National Properties Base Rate”), or (b) Term SOFR plus an applicable margin ranging from 2.50 % to 3.50 % per annum, determined based on the total leverage ratio of MSG National Properties and its restricted subsidiaries (the “National Properties SOFR Rate”).

As of June 30, 2023, the additional rate used in calculating the floating rate was (i) 2.50 % per annum for borrowings bearing the National Properties Base Rate, and (ii) 5.20 % per annum for borrowings bearing the National Properties SOFR Rate.

Borrowings under the current National Properties Facilities bear interest at a floating rate, which at the option of MSG National Properties may be either (a) a base rate plus an applicable margin ranging from 1.50 % to 2.50 % per annum, determined based on the total leverage ratio of MSG National Properties and its restricted subsidiaries, or (b) adjusted Term SOFR (i.e., Term SOFR plus 0.10 %) plus an applicable margin ranging from 2.50 % to 3.50 % per annum, determined based on the total leverage ratio of MSG National Properties and its restricted subsidiaries.

The National Properties Credit Agreement requires MSG National Properties to pay a commitment fee ranging from 0.30 % to 0.50 % in respect of the daily unused commitments under the National Properties Revolving Credit Facility.

2 unchanged sentences

Principal Repayments.

Subject to customary notice and minimum amount conditions, the Company may voluntarily repay outstanding loans under the National Properties Facilities and terminate commitments under the National Properties Revolving Credit Facility, at any time, in whole or in part, subject only to customary breakage costs in the case of prepayment of Term SOFR loans.

Subject to customary notice and minimum amount conditions, the Company may voluntarily repay outstanding loans under the National Properties Facilities or terminate commitments under the National Properties Revolving Credit Facility, at any time, in whole or in part, subject only to customary breakage costs in the case of prepayment of Term SOFR loans.

The National Properties Facilities will mature on June 30, 2027.

The principal obligations under the National Properties Term Loan Facility are to be repaid in quarterly installments beginning with the fiscal quarter ending March 31, 2023, in an aggregate amount equal to 2.50 % per annum ( 0.625 % per quarter), stepping up to 5.0 % per annum ( 1.25 % per quarter) in the fiscal quarter ending September 30, 2025, with the balance due at the maturity of the facility.

The principal obligations under the National Properties Term Loan Facility are to be repaid in quarterly installments beginning with the fiscal quarter ended March 31, 2023, in an aggregate amount equal to 2.50 % per annum ( 0.625 % per quarter), stepping up to 5.0 % per annum ( 1.25 % per quarter) in the fiscal quarter ending September 30, 2025, with the balance due at the maturity of the facility.

The principal obligations under the National Properties Revolving Credit Facility are due at the maturity of the facility.

The National Properties Credit Agreement includes financial covenants requiring MSG National Properties and its restricted subsidiaries to maintain a specified minimum liquidity level, a specified minimum debt service coverage ratio and

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

specified maximum total leverage ratio.

Under certain circumstances, MSG National Properties is required to make mandatory prepayments on loans outstanding, including prepayments in an amount equal to the net cash proceeds of certain sales of assets or casualty insurance and/or condemnation recoveries (subject to certain reinvestment, repair or replacement rights), subject to certain exceptions.

The minimum liquidity level is set at $ 50,000 , and is tested based on the level of average daily liquidity, consisting of cash and cash equivalents and available revolving commitments, over the last month of each quarter over the life of the National Properties Facilities.

1 unchanged sentence

The leverage ratio covenant began testing in the fiscal quarter ended June 30, 2023.

It is tested based on the ratio of MSG National Properties and its restricted subsidiaries’ consolidated total indebtedness to adjusted operating income, with an initial maximum ratio of 6 :1, stepping down to 5.5 :1 in the fiscal quarter ending June 30, 2024 and 4.5 :1 in the fiscal quarter ending June 30, 2026.

It is tested based on the ratio of MSG National Properties and its restricted subsidiaries’ consolidated total indebtedness to adjusted operating income, with an initial maximum ratio of 6 :1, which stepped down to 5.5 :1 in the fiscal quarter ended June 30, 2024 and steps down to 4.5 :1 in the fiscal quarter ending June 30, 2026.

As of June 30, 2024, MSG National Properties and its restricted subsidiaries were in compliance with the covenants of the National Properties Credit Agreement.

15 unchanged sentences

The Collateral does not include, among other things, any interests in The Garden or the leasehold interests in Radio City Music Hall and the Beacon Theatre.

Accounting Treatment.

1 unchanged sentence

As a result, the Company recorded a loss on extinguishment of $ 35,629 in connection with the above financing transactions for Fiscal Year 2022.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Debt Maturities

Maturities for the outstanding debt balances as of June 30, 2024 were as follows:

National Properties Facilities Other debt Total

Fiscal year ending June 30, 2024 $ 16,250 $ — $ 16,250

Fiscal year ending June 30, 2025 16,250 304 16,554

National Properties Facilities

Fiscal year ending June 30, 2025 $ 16,250

1 unchanged sentence

Fiscal year ending June 30, 2027 576,875

Thereafter — — —

$ 658,975 $ 304 $ 659,279

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Interest payments and loan principal repayments made by the Company under the National Properties Credit Agreement were as follows:

3 unchanged sentences

National Properties Facilities 53,864 48,548 52,163 106,350 20,125 646,750

The carrying value and fair value of the Company’s financial instruments reported in the accompanying consolidated and combined balance sheets were as follows:

The carrying value and fair value of the Company’s debt reported in the accompanying consolidated balance sheets were as follows:

June 30, 2024 June 30, 2023

2 unchanged sentences

Other debt — — 304 304

Total $ 659,279 $ 655,813 $ 679,737 $ 679,737

Total Long-term debt $ 625,625 $ 622,497 $ 659,279 $ 655,813

_________________

(a) The total carrying value of the Company’s financial instruments as of June 30, 2023 and June 30, 2022 is equal to the current and non-current principal payments for the Company’s credit agreements excluding unamortized deferred financing costs of $ 12,845 and $ 16,063 , respectively.

(a) The total carrying value of the Company’s debt as of June 30, 2024 and June 30, 2023 is equal to the current and non-current principal payments for the Company’s credit agreements excluding unamortized deferred financing costs of $ 10,127 and $ 12,845 , respectively.

The Company’s long-term debt is classified within Level II of the fair value hierarchy as it is valued using quoted indices of similar instruments for which the inputs are readily observable.

7 unchanged sentences

The Cash Balance Plans were amended to freeze participation and future benefit accruals effective December 31, 2015 for all employees.

Therefore, since December 31, 2015, no new participants have been able to participate in the Cash Balance Plans l and no further annual pay credits will be made for any future year.

Therefore, since December 31, 2015, no new participants have been able to participate in the Cash Balance Plans and no further annual pay credits will be made for any future year.

Existing account balances under the plans will continue to be credited with monthly interest in accordance with the terms of the plans.

1 unchanged sentence

As of December 31, 2007, the Excess Plan was amended to freeze all benefits earned through December 31, 2007 and to eliminate the ability of participants to earn benefits for future service under these plans.

Lastly, in connection with the MSGE Distribution, sponsorship of a non-contributory, qualified defined benefit pension plan covering certain of the Company’s union employees (the “Union Plan”) was transferred from Sphere Entertainment to MSG Entertainment.

Benefits payable to retirees under the Union Plan are based upon years of Benefit Service (as defined in the Union Plan document).

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Benefits payable to retirees under the Union Plan are based upon years of Benefit Service (as defined in the Union Plan document).

The Cash Balance Plans, Union Plan, and Excess Plan are collectively referred to as the “Pension Plans.”

12 unchanged sentences

Interest cost 6,673 5,874 120 97

Actuarial loss (gain) (a)

Actuarial (gain) loss (a)

( 2,859 ) ( 3,753 ) ( 85 ) 304

13 unchanged sentences

(a) In Fiscal Year 2024, the actuarial gains on the benefit obligations were primarily due to an increase in discount rate partially offset by an increase in the interest crediting rates.

In Fiscal Year 2022, the actuarial gains on the benefit obligations were primarily due to a net increase in discount and interest crediting rates.

In Fiscal Year 2023, the actuarial gains on the benefit obligations were primarily due to an increase in discount rate partially offset by an increase in the interest crediting rates.

Amounts recognized in the consolidated and combined balance sheets as of June 30, 2024 and 2023 consist of:

2 unchanged sentences

2024 2023 2024 2023

Current liabilities (included in accrued employee related costs) $ ( 270 ) $ ( 264 ) $ ( 318 ) $ ( 364 )

Non-current liabilities (included in defined benefit and other postretirement obligations) $ ( 28,219 ) $ ( 26,674 ) $ ( 2,199 ) $ ( 2,099 )

Current liabilities (included in Accounts payable, accrued and other current liabilities) $ ( 349 ) $ ( 270 ) $ ( 326 ) $ ( 318 )

Non-current liabilities (included in Other non-current liabilities) ( 15,948 ) ( 28,219 ) ( 1,936 ) ( 2,199 )

$ ( 16,297 ) $ ( 28,489 ) $ ( 2,262 ) $ ( 2,517 )

5 unchanged sentences

2024 2023 2024 2023

Actuarial gain (loss) $ ( 40,625 ) $ ( 41,910 ) $ ( 555 ) $ ( 251 )

Actuarial loss $ ( 38,558 ) $ ( 40,625 ) $ ( 447 ) $ ( 555 )

The following table presents components of net periodic benefit cost for the Pension Plans and Postretirement Plan included in the accompanying consolidated and combined statements of operations for Fiscal Years 2024, 2023 and 2022 .

9 unchanged sentences

Settlement loss recognized (a)

5 — 870 — — —

Net periodic benefit cost reported in the consolidated and combined statements of operations $ 3,370 $ 3,385 $ ( 802 ) $ 164 $ 122 $ 108

1 unchanged sentence

(a) For Fiscal Years 2024, 2023 and 2022, lump-sum payments totaling $ 103 , $ 97 and $ 0 , respectively, were distributed to vested participants of the non-qualified excess cash balance plan, triggering the recognition of settlement losses in accordance with ASC Topic 715.

Due to these pension settlements, the Company was required to remeasure its pension plan liability for Fiscal Year 2021.

The discount rates used for the projected benefit obligation and interest cost were 5.44 % and 5.41 % ,respectively as of June 30, 2023, 1.96 % and 1.30 % as of June 30, 2022, respectively, and 1.77 % and 1.24 % as of June 30, 2021, respectively.

The discount rates used for the projected benefit obligation and interest cost were 5.47 % and 4.13 %, as of June 30, 2024, respectively, 5.44 % and 5.41 % as of June 30, 2023, respectively, and 1.96 % and 1.30 % as of June 30, 2022, respectively.

Additionally, settlement charges of $ 7 , $ 5 and $ 0 were recognized in Other income (expense), net for Fiscal Years 2024, 2023 and 2022, respectively.

3 unchanged sentences

2024 2023 2022 2024 2023 2022

Actuarial gain (loss), net $ ( 1,800 ) $ ( 3,306 ) $ ( 5,244 ) $ 304 $ 501 $ 76

Recognized actuarial loss 520 1,386 1,093 — 34 98

Curtailments — — 91 — — 65

Actuarial (loss) gain, net $ ( 1,742 ) $ ( 1,800 ) $ ( 3,306 ) $ ( 23 ) $ 304 $ 501

Recognized actuarial (gain) loss ( 288 ) 520 1,386 ( 85 ) — 34

Settlement loss recognized 7 5 — — — —

3 unchanged sentences

As of June 30, 2024 and 2023, each of the Pension Plans had accumulated benefit obligations and projected benefit obligations in excess of plan assets.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Pension Plans and Postretirement Plan Assumptions

Weighted-average assumptions used to determine benefit obligations (made at the end of the period) as of June 30, 2024 and 2023 were as follows:

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Pension Plans Postretirement Plan

24 unchanged sentences

The expected long-term rate of return was selected from within the reasonable range of rates determined by (i) historical returns for the asset classes covered by the investment policy and (ii) projections of returns over the long-term period during which benefits are payable to plan participants.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Plan Assets and Investment Policy

8 unchanged sentences

Investment allocation decisions have been made by (i) Sphere Entertainment’s Investment & Benefits Committee prior to the MSGE Distribution and (ii) the Company’s Investment & Benefits Committee after the MSGE Distribution.

Each Investment & Benefits Committee utilized the services of an investment manger to actively manage the assets of the pension plans.

The Company has established asset allocation target and investment policies and guidelines with the investment manager.

Each Investment & Benefits Committee utilized the services of an investment manager to actively manage the assets of the Pension Plans.

The Company has established asset allocation targets and investment policies and guidelines with the investment manager.

The investment manager takes into account expected long-term risks, returns, correlation, and other prudent investment assumptions when recommending asset classes and investment managers to the Company’s Investment & Benefits Committee.

The investment manager also considers each applicable Pension Plans’ liabilities when making investment allocation recommendations.

The majority of the pension plans’ assets are invested in fixed income securities.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Investments at Estimated Fair Value

1 unchanged sentence

Fair Value Hierarchy As of June 30,

Fixed income securities:

Treasury securities (a)

15 unchanged sentences

Contributions for Qualified Defined Benefit Pension Plans

During Fiscal Year 2023, the Company contributed $ 250 to the Union Plan.

During Fiscal Year 2024, the Company contributed $ 12,850 and $ 430 to the Cash Balance Plan and Union Plan, respectively.

The Company expects to contribute $ 5,700 and $ 250 to the Cash Balance Plan and Union Plan, respectively in Fiscal Year 2025.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Estimated Future Benefit Payments

17 unchanged sentences

Multiemployer Defined Benefit Pension Plans

The multiemployer defined benefit pension plans to which the Company contributes generally provide for retirement and death benefits for eligible union-represented employees based on specific eligibility/participant requirements, vesting periods and benefit formulas.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

The risks to the Company of participating in these multiemployer defined benefit pension plans are different from single-employer defined benefit pension plans in the following aspects:

7 unchanged sentences

Among other factors, plans in the red zone are generally less than 65 % funded, plans in the orange zone are both less than 80 % funded and have an accumulated funding deficiency or are expected to have a deficiency in any of the next six plan years, plans in the yellow zone are less than 80 % funded, and plans in the green zone are at least 80 % funded.

The “FIP/RP Status Pending/Implemented” column indicates whether a funding improvement plan (“FIP”) for yellow/

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

orange zone plans or a rehabilitation plan (“RP”) for red zone plans is either pending or has been implemented by the trustees of such plan.

The “FIP/RP Status Pending/Implemented” column indicates whether a funding improvement plan (“FIP”) for yellow/orange zone plans or a rehabilitation plan (“RP”) for red zone plans is either pending or has been implemented by the trustees of such plan.

The zone status and any FIP or RP information is based on information that the Company received from the plan, and the zone status is as certified by the plan’s actuary.

18 unchanged sentences

Treasurers and Ticket Sellers Local 751 Pension Fund True August 31, 2023, 2022 and 2021

Pension Fund of Wardrobe Attendants Union Local 764 True December 31, 2022

Multiemployer Defined Contribution Pension Plans

6 unchanged sentences

Amounts deferred and invested by employees under the Deferred Compensation Plan are placed in an irrevocable trust established by the Company and all assets of the trust are subject to the creditors of the Company in the event of insolvency.

In accordance with ASC Topic 710, Compensation – General (“ASC Topic 710”), the assets of the trust are consolidated with the accounts of the Company and are recognized in the Company’s consolidated balance sheet.

In accordance with ASC Topic 710, the Company remeasures the deferred compensation liability, with a charge (or credit) to compensation cost in the Company’s consolidated statements of operations, to reflect changes in the fair value of the assets owed to the participants of the Deferred Compensation Plan.

The Company remeasures the fair value of the assets held in trust in accordance with ASC Topic 321, Investments – Equity Securities , and recognizes unrealized gains and losses in Miscellaneous income (expense), net in the Company’s consolidated statements of operations.

The Company recorded compensation expense/(compensation cost credits) of $ 225 , for the year ended June 30, 2023, within Selling, general and administrative expenses to reflect the remeasurement of the Deferred Compensation Plan liability.

In addition, the Company recorded gains/(losses) of $ 225 , for the year ended June 30, 2023 within Other income (expense), net to reflect the remeasurement of the fair value of assets under the Deferred Compensation Plan.

The investments made from employee contributions and investments sold for employee distributions of trust assets are classified as operating activities in the Company’s consolidated and combined statements of cash flows.

In accordance with ASC

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Amounts recognized in the consolidated balance sheets as of June 30, 2023 related to the Deferred Compensation Plan consist of:

Non-current assets (included in investments) $ 2,954

Non-current liabilities (included in other employee related costs) $ ( 2,976 )

Topic 710, Compensation – General (“ASC Topic 710”), the assets of the trust are consolidated with the accounts of the Company and are recognized in the Company’s consolidated balance sheet.

In accordance with ASC Topic 710, the Company remeasures the deferred compensation liability, with a charge (or credit) to compensation cost in the Company’s consolidated and combined statements of operations, to reflect changes in the fair value of the assets owed to the participants of the Deferred Compensation Plan.

The Company recorded compensation expense/(compensation cost credits) of $ 495 and $ 225 , for the years ended June 30, 2024 and 2023, respectively, within Selling, general and administrative expenses to reflect the remeasurement of the Deferred Compensation Plan liability.

In addition, the Company recorded gains/(losses) of $ 495 and $ 225 , for the year ended June 30, 2024 and 2023, respectively, within Other income (expense), net to reflect the remeasurement of the fair value of assets under the Deferred Compensation Plan.

Amounts recognized in the consolidated balance sheets as of June 30, 2024 and 2023, related to the Deferred Compensation Plan consist of:

As of June 30,

Non-current assets (included in Other non-current assets) $ 4,226 $ 2,954

Non-current liabilities (included in Other non-current liabilities) $ ( 4,226 ) $ ( 2,976 )

Share-based Compensation

16 unchanged sentences

Unless otherwise provided in an applicable award agreement, RSUs granted under this plan will be fully vested upon the date of grant and will settle in shares of the Company's Class A common stock (either from treasury or with newly issued shares), or, at the option of the Compensation Committee, in cash.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Treatment After the MSGE Distribution of Share-based Payment Awards Initially Granted Under Sphere Entertainment Equity Award Programs

1 unchanged sentence

In connection with the MSGE Distribution, each option to purchase Sphere Entertainment’s Class A common stock became two options:

one option to acquire Sphere Entertainment Class A common stock and one an option to acquire the Company’s Class A common stock granted under the Employee Stock Plan.

The exercise price of the option was allocated between the existing Sphere Entertainment options and new Company options based upon the weighted average price of each of the Sphere Entertainment Class A common stock and our Class A Common Stock over the ten trading days immediately following the Distribution.

In connection with the MSGE Distribution, each holder of a Sphere Entertainment RSU received one MSG Entertainment RSU in respect of every one Sphere Entertainment RSU owned on the

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

record date and continues to be entitled to a share of Sphere Entertainment Class A common stock (or cash or other property) for each Sphere Entertainment RSU in accordance with the Sphere Entertainment award agreement.

one option to acquire Sphere Entertainment Class A common stock and one option to acquire the Company’s Class A common stock granted under the Employee Stock Plan.

The exercise price of the option was allocated between the existing Sphere Entertainment options and new Company options based upon the weighted average price of each of the Sphere Entertainment Class A common stock and the Company’s Class A Common Stock over the ten trading days immediately following the Distribution.

In connection with the MSGE Distribution, each holder of a Sphere Entertainment RSU received one MSG Entertainment RSU in respect of every one Sphere Entertainment RSU owned on the record date and continues to be entitled to a share of Sphere Entertainment Class A common stock (or cash or other property) for each Sphere Entertainment RSU in accordance with the Sphere Entertainment award agreement.

Additionally, each holder of a Sphere Entertainment employee PSU received one Company PSU (at target performance) in respect of every one Sphere Entertainment PSU (at target performance) owned on the Record Date and continues to be entitled to a share of Sphere Entertainment Class A common stock (or cash or other property) for each Sphere Entertainment PSU in accordance with the Sphere Entertainment award agreement.

Further, in connection with the MSGE Distribution, each holder of a Sphere Entertainment director RSU received one share of our Class A common stock in respect of every one Sphere Entertainment RSU owned on the Record Date and continues to be entitled to a share of Sphere Entertainment Class A common stock (or cash or other property) in accordance with the Sphere Entertainment award agreement.

Further, in connection with the MSGE Distribution, each holder of a Sphere Entertainment director RSU received one share of the Company’s Class A common stock in respect of every one Sphere Entertainment RSU owned on the Record Date and continues to be entitled to a share of Sphere Entertainment Class A common stock (or cash or other property) in accordance with the Sphere Entertainment award agreement.

Share-based Compensation Expense

Share-based compensation expense is generally recognized straight-line over the vesting term of the award, which typically provides for three-year cliff or graded vesting subject to continued employment.

For awards that are graded vesting and subject to performance conditions, in addition to continued employment, the Company uses the graded-vesting method to recognize share-based compensation expense.

The Company’s RSUs, PSUs and/or stock options held by individuals who are solely Sphere Entertainment and/or MSG Sports employees are not expensed by the Company;

7 unchanged sentences

_____________________

(a) For Fiscal Years 2023, 2022, and 2021 share-based compensation excludes costs of $ 2,293 , $ 1,612 , and nil , respectively, that have been reclassified to Restructuring charges in the consolidated and combined statements of operations, as detailed in Note 5, Restructuring Charges .

(a) For Fiscal Years 2024, 2023 and 2022 share-based compensation excludes costs of $ 6,788 , $ 2,293 , and $ 1,612 , respectively, that have been reclassified to Restructuring charges in the consolidated and combined statements of operations, as detailed in Note 5, Restructuring Charges .

RSU and PSU Award Activity

The following table summarizes activity related to MSG Entertainment’s RSUs and PSUs held by the Company, MSG Sports, and Sphere’s employees from the MSGE Distribution Date to June 30, 2023:

The following table summarizes activity related to MSG Entertainment’s RSUs and PSUs held by the Company, MSG Sports, and Sphere’s employees for Fiscal Year 2024:

Number of Weighted-Average

Grant-date Fair Value (a)

Unvested award balance as of April 20, 2023 1,022 1,156 $ 66.49

Unvested award balance as of June 30, 2023 903 1,084 $ 65.78

Granted 683 529 $ 31.55

3 unchanged sentences

_____________________

(a) Weighted-average grant-date fair value as of April 20, 2023 and for activity prior to MSGE Distribution Date does not reflect any adjustment associated with the MSGE Distribution.

See above for further detail for the MSGE Distribution.

(b) The fair value of RSUs and PSUs that vested and were distributed during Fiscal Year 2023 was $ 8,259 .

Upon delivery, RSUs granted under the Sphere Entertainment Stock Plan (as defined above) were net share-settled to cover the required statutory tax withholding obligations.

To fulfill the employees’ statutory minimum tax withholding obligations for the applicable income and other employment taxes, 82 of these RSUs, with an aggregate value of $ 2,783 were retained by Sphere Entertainment.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

(a) The fair value of RSUs and PSUs that vested and were distributed during Fiscal Year 2024 was $ 33,504 .

Upon delivery, RSUs granted by the Company were net share-settled to cover the required statutory tax withholding obligations.

To fulfill the employees’ statutory minimum tax withholding obligations for the applicable income and other employment taxes, 437 of these awards, with an aggregate value of $ 14,325 were retained by MSG Entertainment.

As of June 30, 2024, there was $ 29,927 of unrecognized compensation cost related to unvested RSUs and PSUs held by the Company’s direct employees.

The cost is expected to be recognized over a weighted-average period of approximately 1.9 years.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Stock Options Award Activity

Compensation expense for MSG Entertainment stock options held by the Company’s employees is determined based on the grant date fair value of the award calculated using the Black-Scholes options-pricing model.

Stock options generally vest over a three years ’ service period and expire 7.5 to 10 years from the date of grant.

The following table summarizes activity related to the Company’s stock options from the MSGE Distribution to June 30, 2023:

Number of Time Vesting Options Weighted-Average Exercise Price Per Share (a)

Weighted-Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value

Balance as of April 20, 2023 724 $ 55.87

Options granted in Fiscal Year 2023 —

Stock options generally vest over a three year service period and expire 7.5 to 10 years from the date of grant.

The following table summarizes activity related to the Company’s stock options during Fiscal Year 2024:

Number of Time Vesting Options Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value

Balance as of June 30, 2023 724 $ 55.87

Forfeited ( 184 ) $ 55.69

Balance as of June 30, 2024 540 $ 55.93 2.06 $ —

Exercisable on June 30, 2024 540 $ 55.93 2.06 $ —

_____________________

(a) Weighted-average grant-date fair value as of April 20, 2023 and for activity prior to MSGE Distribution Date does not reflect any adjustment associated with the MSGE Distribution.

See above for further detail for the MSGE Distribution.

Stock Repurchase Program

On March 29, 2023, the Company’s Board of Directors authorized a share repurchase program to repurchase up to $ 250,000 of the Company’s Class A Common Stock.

Under the authorization, shares of Class A Common Stock may be purchased from time to time in open market or private transactions, block trades or such other manner as the Company may determine (including through repayment by Sphere Entertainment of the DDTL Facility with shares of the Company’s Class A Common Stock) in accordance with applicable insider trading and other securities laws and regulations.

On March 29, 2023, the Company’s Board of Directors authorized a share repurchase program to repurchase up to $ 250,000 of the Company’s Class A Common Stock (the “Stock Repurchase Program”).

Pursuant to the Stock Repurchase Program, shares of Class A Common Stock may be purchased from time to time in open market or private transactions, block trades or such other manner as the Company may determine in accordance with applicable insider trading and other securities laws and regulations.

The timing and amount of purchases will depend on market conditions and other factors.

The Company repurchased 840 shares of Common Stock for $ 25,000 during Fiscal Year 2023.

On August 9, 2023, Sphere Entertainment repaid the full principal amount of the DDTL Facility and accrued interest and commitment fees by delivering 1,923 shares of MSG Entertainment Class A common stock to the Company.

Such shares have been accounted for as treasury shares and are no longer outstanding as of August 9, 2023.

For Fiscal Year 2024, the Company repurchased 3,525 shares of Class A Common Stock for $ 115,512 .

As of June 30, 2024, the Company had approximately $ 110,000 remaining available for repurchases under the Stock Repurchase Program.

Accumulated Other Comprehensive Loss

The following table details the components of accumulated other comprehensive loss:

Pension Plans and Postretirement Plan

2024 2023 2022

3 unchanged sentences

2,131 ( 971 ) ( 1,385 )

Income tax benefit 176 243 461

Income tax (expense) benefit ( 372 ) 176 243

Other comprehensive loss, total 1,759 ( 795 ) ( 1,142 )

2 unchanged sentences

________________

(a) Amounts reclassified from accumulated other comprehensive loss represent curtailments, settlement losses recognized, the amortization of net actuarial gain (loss) and net unrecognized prior service credit included in net periodic benefit cost, which is reflected under Other income (expense), net in the accompanying consolidated and combined statements of operations (see Note 13.

Pension Plans and Other Postretirement Benefit Plans).

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

which is reflected under Other income (expense), net in the accompanying consolidated and combined statements of operations (see Note 13.

Pension Plans and Other Postretirement Benefit Plans).

Income tax expense is comprised of the following components:

Income tax benefit (expense) is comprised of the following components:

Year Ended June 30,

4 unchanged sentences

( 188 ) ( 1,008 ) 295

Deferred (expense) benefit:

Deferred benefit (expense):

Federal 47,607 6,198 ( 4,711 )

1 unchanged sentence

92,197 ( 720 ) ( 225 )

Income tax (expense) benefit $ ( 1,728 ) $ 70 $ ( 5,349 )

The income tax (expense) benefit differs from the amount derived by applying the statutory federal rate to pre-tax income (loss) principally due to the effect of the following items:

Income tax benefit (expense) $ 92,009 $ ( 1,728 ) $ 70

The income tax benefit (expense) differs from the amount derived by applying the statutory federal rate to pre-tax income (loss) principally due to the effect of the following items:

Year Ended June 30,

3 unchanged sentences

Change in valuation allowance 108,506 34,147 ( 31,679 )

Change in the estimated applicable tax rate used to determine deferred taxes — — 2,545

Return to provision 4,487 — —

Federal tax credits

Capital loss carryover — 3,960 —

1 unchanged sentence

GAAP income of consolidated partnership attributable to non-controlling interest — ( 116 ) ( 601 )

Change in estimated rate to measure deferred taxes ( 557 ) — —

Change in the estimated applicable tax rate used to determine deferred taxes 280 ( 557 ) —

Nondeductible officers’ compensation ( 2,385 ) ( 3,861 ) ( 8,125 )

2 unchanged sentences

Other, net 3 ( 7 ) ( 3 )

Income tax (expense) benefit $ ( 1,728 ) $ 70 $ ( 5,349 )

Income tax benefit (expense) $ 92,009 $ ( 1,728 ) $ 70

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

3 unchanged sentences

Net operating losses (NOLs) $ 15,736 $ 18,684

Federal tax credits 1,295 —

Accrued employee benefits 25,219 28,271

4 unchanged sentences

Property and equipment 38,564 38,703

Investments 921 —

Other, net 9,248 5,853

4 unchanged sentences

Intangibles and other assets $ ( 40,022 ) $ ( 40,143 )

Deferred revenue — ( 10,107 )

Prepaid expenses ( 5,746 ) ( 4,854 )

2 unchanged sentences

Total deferred tax liabilities $ ( 77,574 ) $ ( 73,532 )

Net deferred tax liability $ ( 23,518 ) $ ( 23,253 )

Net deferred tax asset (liability) $ 68,307 $ ( 23,518 )

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax asset will not be realized.

The Company’s ability to realize its deferred tax assets depends upon the generation of sufficient future taxable income to allow for the utilization of its NOLs and future deductible temporary differences .

As of June 30, 2023, based on current facts and circumstances, management believes that it is more likely than not that the Company will not realize the benefit for a portion of its net deferred tax assets.

Accordingly, a valuation allowance has been recorded.

In determining the likelihood of future realization of the deferred tax assets as of June 30, 2024, the Company considered both positive and negative evidence and weighted the effect of such evidence based upon its objectivity.

This included consideration of both cumulative pretax income, including permanent items, for current fiscal year and the two preceding years;

and projected future pretax income.

Based on current facts and circumstances, management believes that it is more likely than not that the Company will realize its deferred tax assets and the valuation allowance was reversed in the fourth quarter of the fiscal year ended June 30, 2024.

The Company will continue to assess the realizability of its deferred tax assets on a quarterly basis.

Prior to the MSGE Distribution, the Company and Sphere Entertainment entered into a Tax Disaffiliation Agreement (“TDA”) that governs the parties’ respective rights, responsibilities and obligations with respect to taxes and tax benefits.

3 unchanged sentences

The NOL has an unlimited carryforward period.

The NOLs and tax credits recorded under the separate return basis prior to the MSGE Distribution did not carry over to the Company.

Prior to the MSGE Distribution, the Company’s collection for ticket sales, sponsorships and suite rentals in advance were recorded as deferred revenue and were recognized as revenues when earned for both accounting and tax purposes.

Prior to the MSGE Distribution, the Company’s collections for ticket sales, sponsorships and suite rentals in advance were recorded as deferred revenue and were recognized as revenues when earned for both accounting and tax purposes.

The tax recognition on most of these deferred revenues was accelerated to the date of the MSGE Distribution and is the responsibility of Sphere Entertainment.

1 unchanged sentence

At the time of the MSGE Distribution, the Company recorded a deferred tax asset of $ 71,395 and a corresponding valuation allowance of $ 71,395 with regard to the deferred revenue acceleration for income tax purposes.

As of June 30, 2023, the Company has a deferred tax asset of $ 48,185 with regard to the deferred revenue acceleration and the remaining tax deduction will be recorded as deferred

As of June 30, 2024, the Company has a deferred tax asset of $ 3,498 with regard to the deferred revenue acceleration and the remaining tax deduction will be recorded as deferred revenue is earned and the associated events occur or upon

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

revenue is earned and the associated events occur or upon payment of refunds.

Income tax refunds, net of payments, were $ 2,031 and $ 10,281 for Fiscal Years 2023 and 2022, respectively, as if the Company was on a standalone basis.

Income tax payments, net of refunds, was $ 15,526 for Fiscal Year 2021 as if the Company was on a standalone basis .

payment of refunds.

Income tax payments, net of refunds, were $ 58 for Fiscal Year 2024.

Income tax refunds, net of payments, were $ 2,031 and $ 10,281 for Fiscal Years 2023 and 2022 , respectively, as if the Company was on a standalone basis prior to the MSGE Distribution.

Related Party Transactions

As of June 30, 2023, members of the Dolan family including trusts for member of the Dolan family (collectively, the “Dolan Family Group”), for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, collectively beneficially owned 100 % of the Company’s outstanding Class B Common Stock and approximately 4.3 % of the Company’s outstanding Class A Common Stock (inclusive of options exercisable within 60 days of June 30, 2023).

As of June 30, 2024, members of the Dolan family, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, including trusts for the benefit of members of the Dolan family (collectively, the “Dolan Family Group”) collectively beneficially owned 100 % of the Company’s outstanding Class B Common Stock and approximately 3.9 % of the Company’s outstanding Class A Common Stock (inclusive of options exercisable within 60 days of June 30, 2024).

Such shares of Class A Common Stock and Class B Common Stock, collectively, represent approximately 63.7 % of the aggregate voting power of Company’s outstanding common stock.

9 unchanged sentences

• A sublease agreement, pursuant to which the Company subleases office space to MSG Sports;

• A group ticket sales representation agreement, pursuant to which the Company appointed MSG Sports as its sales and service representative to sell group ticket packages related Company events in exchange for a commission;

• A single night rental commission agreement, pursuant to which MSG Sports may, from time to time, sell (or make referrals for sales of) licenses for the use of suites at The Garden for individual Company events in exchange for a commission;

• MSG Sports has made market rate interest-bearing advances to the Company in connection with the construction of new premium hospitality suites at The Garden.

The advances will be repaid (including interest) through cash receipts from the licenses for each new suite.

As of June 30, 2023, MSG Sports had advanced $ 304 to the Company in connection with the arrangement.

This advance has been recognized in Long-term debt, net of deferred financing costs in the accompanying consolidated and combined balance sheets;

• Aircraft time sharing agreements (discussed below);

• MSG Sports made market rate interest-bearing advances to the Company in connection with the construction of new premium hospitality suites at The Garden.

The outstanding advances were fully repaid (including interest) in the second quarter of Fiscal Year 2024.

As of June 30, 2024 and 2023, MSG Sports had advanced $ 0 and $ 304 , respectively, to the Company in connection with the arrangement.

This advance had been recognized in Long-term debt, net of deferred financing costs in the accompanying consolidated and combined balance sheets;

• Aircraft arrangements (discussed below);

• Arrangements pursuant to which MSG Sports provides certain premium hospitality and other business operations services to the Company, and pursuant to which MSG Sports previously provided certain sponsorship services to the Company;

• Other agreements such as a trademark license agreement and certain other arrangements.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

The Company is party to the following agreements and/or arrangements with Sphere Entertainment:

1 unchanged sentence

Sphere Entertainment also provides certain services to the Company, including certain studios and corporate technology services, in exchange for service fees;

• Aircraft time sharing agreements (discussed below);

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

• Arrangements pursuant to which the Company provides certain sponsorship account management services to Sphere Entertainment in exchange for service fees;

• Aircraft arrangements (discussed below);

• Other agreements with Sphere Entertainment entered into in connection with the MSGE Distribution such as a distribution agreement, a tax disaffiliation agreement, an employee matters agreement, a stockholder and registration rights agreement, a trademark license agreement and certain other arrangements.

The Company was also party to the DDTL Facility, which provided for a $ 65,000 senior unsecured delayed draw term loan facility to Sphere Entertainment, which was fully drawn on July 14, 2023 and repaid by Sphere Entertainment on August 9, 2023.

In addition, the Company historically had various agreements with MSG Networks, which have historically been cash settled including an advertising sales representation agreement and a services agreement (the “MSG Networks Services Agreement”).

• Pursuant to the advertising sales representation agreement, the Company had the exclusive right and obligation to sell advertising on behalf of MSG Networks in exchange for a commission.

Commitments and Contingencies for more information regarding the DDTL.

In addition, the Company historically had various agreements with MSG Networks, including an advertising sales representation agreement and a services agreement (the “MSG Networks Services Agreement”).

• Pursuant to the Networks Advertising Sales Representation Agreement, the Company had the exclusive right and obligation to sell advertising on behalf of MSG Networks in exchange for a commission.

The Networks Advertising Sales Representation Agreement was terminated effective as of December 31, 2022.

1 unchanged sentence

MSG Networks also provided certain services to the Company, in exchange for service fees.

Following the MSGE Distribution, the Company will continue to provide these services pursuant to the TSA with Sphere Entertainment and the MSG Networks Services Agreement is no longer in place.

Following the MSGE Distribution, the Company continues to provide these services pursuant to the TSA with Sphere Entertainment and the MSG Networks Services Agreement is no longer in place.

Further, the Company shares certain executive support costs, including office space, executive assistants, security and transportation costs, for (i) the Company’s Executive Chairman and Chief Executive Officer with Sphere Entertainment and MSG Sports and (ii) the Company’s Vice Chairman with Sphere Entertainment, MSG Sports and AMC Networks.

18 unchanged sentences

In connection with the dry lease agreement, the Company also entered into a Flight Crew Services Agreement (the “Flight Crew Agreement”) with Dolan Family Office, LLC (“DFO”), an entity owned and controlled by Charles F.

Dolan, pursuant to which the

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Company may utilize pilots employed by DFO for purposes of flying the Challenger when the Company is leasing that aircraft under the Company’s dry lease agreement with Brighid Air.

Dolan, pursuant to which the Company may utilize pilots employed by DFO for purposes of flying the Challenger when the Company is leasing that aircraft under the Company’s dry lease agreement with Brighid Air.

• Prior to December 21, 2021, the Company was also party to (i) a reciprocal time sharing/dry lease agreement with Quart 2C, LLC (“Q2C”), a company controlled by James L.

3 unchanged sentences

These agreements were no longer effective as of December 21, 2021.

• The Company and each of Sphere Entertainment, MSG Sports and AMC Networks are party to certain aircraft time sharing agreements, pursuant to which the Company has agreed from time to time to make aircraft available to Sphere Entertainment, MSG Sports and/or AMC Networks for lease on a “time sharing” basis.

• The Company is party to various arrangements with each of Sphere Entertainment and MSG Sports, pursuant to which (i) Sphere Entertainment and MSG Sports each have the right to lease on a “time-sharing” basis certain aircraft to which the Company has access, (ii) the Company has the right to dry lease certain aircraft leased by MSG Sports and (iii) the Company provides certain aircraft support services.

The Company, Sphere Entertainment, and MSG Sports have agreed to allocate expenses in connection with the use by each company (or their executives) of aircraft leased by the Company and MSG

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

The Company is also party to various arrangements with AMC Networks pursuant to which AMC Networks has the right to lease on a “time-sharing” basis certain aircraft to which the Company has access.

Additionally, the Company, Sphere Entertainment, MSG Sports and AMC Networks have agreed on an allocation of the costs of certain aircraft and helicopter use by their shared executives.

• In addition to the aircraft arrangements described above, certain executives of the Company are party to aircraft time sharing agreements, pursuant to which the Company has agreed from time to time to make certain aircraft available for lease on a “time sharing” basis for personal use in exchange for payment of actual expenses of the flight (as listed in the agreement).

The Company has also entered into a commercial agreement with CPC, under which CPC provides sponsorship sales services.

The Company recorded commission expense of $ 1,507 for the year ended June 30, 2024, and did not record any commission expense for the years ended June 30, 2023 and 2022, as the arrangement was not yet in place during those periods .

As of June 30, 2024 and 2023, prepaid expenses associated with this arrangement were $ 5,993 and $ 0 , respectively, and are reported under Prepaid expenses and other current assets, and Other non-current assets in the accompanying consolidated balance sheets.

From time to time the Company enters into arrangements with 605, LLC (“605”).

Dolan, the Company’s Executive Chairman, Chief Executive Officer and a director, and his spouse, Kristin A.

Dolan, own 50 % of 605.

Dolan is also the founder and Non-Executive Chairman of 605.

Dolan, owned 50 % of 605 until September 13, 2023.

Dolan is also the founder and was the Chief Executive Officer of 605.

605 provides audience measurement and data analytics services to the Company and its subsidiaries in the ordinary course of business.

In August 2022, a subsidiary of Sphere Entertainment entered into a three-year agreement with 605, valued at $ 750 , covering several customer analysis projects per year in connection with events held at our venues, which was assigned to the Company in connection with the MSGE Distribution.

The Company expects to engage 605 to provide additional data analytics services in the future.

Pursuant to this arrangement, the Company recognized $ 272 of expense for the year ended June 30, 2023.

No expense was recognized for Fiscal Years 2022 and 2021.

Pursuant to this arrangement, the Company recognized $ 34 and $ 272 of expense for the years ended June 30, 2024 and 2023.

No expense was recognized for Fiscal Year 2022.

On September 13, 2023, 605 was sold to iSpot.tv, and James L.

Dolan and Kristin A.

Dolan now hold a minority interest in iSpot.tv.

As a result, as of September 13, 2023, 605 is no longer considered to be a related party.

As of June 30, 2022 , the Company had $ 637 of notes payable with respect to a loan received by BCE from its noncontrolling interest holder.

The BCE Disposition was completed on December 2, 2022.

As of June 30, 2023 , the Company had no notes payable to related parties.

The BCE Disposition was completed on December 2, 2022 and as a result, as of June 30, 2023 , the Company had no notes payable to related parties.

Revenues and Operating Expenses

The following table summarizes the composition and amounts of the transactions with the Company’s affiliates.

The following table summarizes the composition and amounts of the transactions with the Company’s related parties.

The significant components of these amounts are discussed below.

7 unchanged sentences

Cost reimbursement from MSG Sports ( 37,409 ) ( 38,473 ) ( 38,254 )

Cost reimbursement from Sphere Entertainment (after April 20, 2023) and Corporate allocations to Sphere Entertainment (before April 20, 2023) ( 151,219 ) ( 161,189 ) ( 100,942 )

Corporate reimbursement from Sphere Entertainment (after April 20, 2023) and Corporate allocations to Sphere Entertainment (before April 21, 2023)

( 108,767 ) ( 151,219 ) ( 161,189 )

Other operating expenses, net ( 824 ) 3,949 4,995

2 unchanged sentences

_____________________

(a) Of the total operating expenses, net, $( 1,019 ), $( 9,347 ) and $( 930 ) of net credits for Fiscal Years 2023, 2022 and 2021, respectively, are included in direct operating expenses in the accompanying consolidated and combined statements of operations, and $( 187,947 ), $( 193,649 ) and $( 141,632 ) for Fiscal Years 2023, 2022 and 2021, respectively, are included as net credits in selling, general and administrative expenses.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

(a) Of the total operating expenses (credits), net, $ 1,453 , $( 1,019 ) and $( 9,347 ) of net expenses (credits) for Fiscal Years 2024, 2023 and 2022, respectively, are included in direct operating expenses in the accompanying consolidated and combined statements of operations, and $( 151,993 ), $( 187,947 ) and $( 193,649 ) for Fiscal Years 2024, 2023 and 2022, respectively, are included as net credits in selling, general and administrative expenses.

In Fiscal Year 2024, the Knicks and the Rangers played a total of 105 home games at The Garden and the Company recorded $ 68,068 of revenues under the Arena License Agreements for Fiscal Year 2024.

In addition, for Fiscal Year 2024 the Company recorded revenues under sponsorship sales and service representation agreements with MSG Sports of $ 19,481 , and merchandise sharing revenues with MSG Sports of $ 7,200 .

The Company recorded revenues under the advertising sales representation agreement with MSG Networks of $ 8,802 for Fiscal Year 2023.

The Company also earned $ 3,758 of sublease revenue from related parties during Fiscal Year 2024.

In Fiscal Year 2022, the Knicks and the Rangers played a total of 98 home games at The Garden and the Company recorded $ 68,072 of revenues under the Arena License Agreements for Fiscal Year 2022.

In addition, for Fiscal Year 2022, the Company recorded revenues under sponsorship sales and service representation agreements with MSG Sports of $ 17,570 and merchandise sharing revenues with MSG Sports of $ 4,412 .

The Company recorded revenues under the advertising sales representation agreement with MSG Networks of $ 20,878 for Fiscal Year 2022.

In Fiscal Year 2023, the Knicks and the Rangers played a total of 96 home games at The Garden and the Company recorded $ 68,068 of revenues under the Arena License Agreements.

In addition, for Fiscal Year 2023, the Company recorded revenues under sponsorship sales and service representation agreements with MSG Sports of $ 19,063 and merchandise sharing revenues with MSG

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Sports of $ 5,550 .

The Company recorded revenues under the Networks Advertising Sales Representation Agreement of $ 8,802 for Fiscal Year 2023.

The Company also earned $ 2,847 of sublease revenue from related parties during Fiscal Year 2023.

In Fiscal Year 2022, the Knicks and the Rangers played a total of 98 home games at The Garden and the Company recorded $ 68,072 of revenues under the Arena License Agreements for Fiscal Year 2022.

In addition, for Fiscal Year 2021, the Company recorded revenues under sponsorship sales and service representation agreements with MSG Sports of $ 13,584 .

The Company recorded revenues under the advertising sales representation agreement with MSG Networks of $ 13,698 for Fiscal Year 2021.

The Company recorded revenues under the Networks Advertising Sales Representation Agreement of $ 20,878 for Fiscal Year 2022.

The Company also earned $ 2,444 of sublease revenue from related parties during Fiscal Year 2022.

8 unchanged sentences

Corporate reimbursement from Sphere Entertainment (after April 20, 2023) and Corporate allocations to Sphere Entertainment (before April 21, 2023)

As part of the MSGE Distribution, certain corporate and operational support functions are being transferred to the Company and therefore, charges were reflected in order to burden all business units comprising Sphere Entertainment’s historical operations.

Allocations of corporate overhead and shared services expense to Sphere Entertainment from the Company were recorded for corporate and operational functions based on direct usage when identifiable, with the remainder allocated on a pro rata basis of combined assets, headcount or other measures of the Company or Sphere Entertainment, which is recorded as a reduction of either direct operating expenses or selling, general and administrative expense.

The aforementioned allocations for certain support functions that are provided on a centralized basis and not historically recorded at the business unit level by Sphere Entertainment related to departments such as executive management, finance, legal, human resources, government affairs, and information technology, among others.

In addition, corporate allocations to Sphere Entertainment include charges to MSG Networks under the services agreement with MSG Networks prior to the MSGE Distribution.

Furthermore, for the year ended June 30, 2023, Corporate reimbursement from Sphere Entertainment amounts (after April 20, 2023) reflect charges from the Company to Sphere Entertainment under the TSA of $ 27,494 , net of general and administrative costs charged to the Company by Sphere Entertainment.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

In addition, corporate allocations to Sphere Entertainment include charges to MSG Networks under the MSG Networks Services Agreement prior to the MSGE Distribution.

Other Operating Expenses, net

2 unchanged sentences

Dolan, the Executive Chairman, Chief Executive Officer and a director of the Company, for office space and the cost of certain technology services.

In addition, other operating expenses primarily include net charges relating to (i) reciprocal aircraft arrangements between the Company and each of Q2C and CFD, (ii) time sharing and/or dry lease agreements with MSG Sports, AMC Networks and Brighid Air, (iii) commission under the group ticket sales representation agreement with MSG Sports, and (iv) expenses for advertising and promotional services rendered by MSG Networks.

In addition, other operating expenses primarily include net charges relating to (i) reciprocal aircraft arrangements between the Company and each of Q2C and CFD, (ii) the aircraft arrangements described above (iii) commission under the group ticket sales representation agreement with MSG Sports, and (iv) expenses for advertising and promotional services rendered by MSG Networks.

The reciprocal aircraft arrangement between the Company and Q2C and the related aircraft support services arrangement between them was no longer effective as of December 21, 2021.

4 unchanged sentences

This loan is in the form of a demand promissory note, payable immediately upon order from Eden.

The loan payable to the Company held by Sphere Entertainment under the Eden Loan Agreement was assigned by Sphere Entertainment to the Company in connection with the MSGE Distribution, and is eliminated in consolidation by the Company for periods subsequent to the MSGE Distribution.

The loan payable to the Company held by Sphere Entertainment under the Eden

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Loan Agreement was assigned by Sphere Entertainment to the Company in connection with the MSGE Distribution, and is eliminated in consolidation by the Company for periods subsequent to the MSGE Distribution.

During Fiscal Year 2023, Eden declared and paid dividends to Sphere Entertainment through a reduction of the loan receivable from Sphere Entertainment.

3 unchanged sentences

The Company recorded related party interest income of $ 0 , $ 3,177 and $ 2,117 related to the Eden Loan Agreement in Fiscal Years 2024, 2023 and 2022.

On May 23, 2019, the Company entered into a subordinated credit agreement with TAO Group Sub-Holdings, LLC (“TAOG Sub-Holdings”), which was a wholly-owned subsidiary of Sphere Entertainment (the “TAO Subordinated Credit Agreement”), under which the Company granted TAOG Sub-Holdings a $ 49,000 subordinated loan.

On May 23, 2019, the Company entered into a subordinated credit agreement with TAO Group Sub-Holdings, LLC (“TAOG Sub-Holdings”), which was a subsidiary of Sphere Entertainment (the “TAO Subordinated Credit Agreement”), under which the Company granted TAOG Sub-Holdings a $ 49,000 subordinated loan.

This loan had a maturity date of August 22, 2024.

On June 15, 2020, the TAO Subordinated Credit Agreement was amended to provide an additional $ 22,000 of borrowing capacity and subsequently, the Company provided additional proceeds of $ 19,000 under the TAO Subordinated Credit Agreement.

There are no mandatory repayments of principal until the maturity date.

Subject to customary notice and minimum amount conditions, TAOG Sub-Holdings can voluntarily prepay outstanding loans under the TAO Subordinated Credit Agreement at any time, in whole or in part, without premium or penalty.

Interest is due monthly in cash or paid-in-kind based on the terms of the TAO Senior Credit Agreement.

There were no mandatory repayments of principal until the maturity date.

Subject to customary notice and minimum amount conditions, TAOG Sub-Holdings could voluntarily prepay outstanding loans under the TAO Subordinated Credit Agreement at any time, in whole or in part, without premium or penalty.

Interest was due monthly in cash or paid-in-kind based on the terms of the TAO Senior Credit Agreement.

On June 9, 2022, Sphere Entertainment paid the full outstanding principal amount of this TAO Subordinated Credit Agreement.

The cash flows related to this loan receivable are reflected as investing activities, as these balances represent amounts loaned by the Company to Sphere Entertainment.

The Company recorded related party interest income of $ 4,420 and $ 4,525 related to the TAO Subordinated Credit Agreement during the Fiscal Years 2022 and 2021, respectively.

The Company recorded related party interest income of $ 4,420 related to the TAO Subordinated Credit Agreement during the Fiscal Year 2022.

Cash Management

1 unchanged sentence

The Company’s and Sphere Entertainment’s other su bsidiaries’ cash was available for use and was regularly “swept” historically.

Cash and cash equivalents was attributed to the Company for each of the periods presented, as such cash was held in accounts legally owned by the Company.

Cash and cash equivalents were attributed to the Company for each of the periods presented, as such cash was held in accounts legally owned by the Company.

Transfers o f cash both to and from Sphere Entertainment were included as components of Sphere Entertainment’s Investment on the combined statements of equity (deficit).

1 unchanged sentence

Sphere Entertainment Investment

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

expense and other historical intercompany activities, were recorded as components of Equity (Deficit), except for the transactions noted above related to historically cash-settled loans between the Company and Sphere Entertainment.

Prior to the MSGE Distribution, certain significant balances and transactions among the Company and Sphere Entertainment and its subsidiaries, which include allocations of corporate general and administrative expenses, share-based compensation expense and other historical intercompany activities, were recorded as components of Equity (Deficit), except for the transactions noted above related to historically cash-settled loans between the Company and Sphere Entertainment.

The changes in Sphere Entertainment Investment also included financing activities for capital transfers, cash sweeps, and other treasury services.

9 unchanged sentences

Cash equivalents are measured at fair value within Level I of the fair value hierarchy on a recurring basis using observable inputs that reflect quoted prices for identical assets in active markets.

The Company’s restricted cash includes cash deposited in an escrow account related to general liability insurance obligations.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Prepaid expenses and other current assets consisted of the following:

As of June 30,

Prepaid expenses $ 58,588 $ 65,065

Prepaid revenue sharing expense $ 54,326 $ 42,774

Other prepaid expenses 19,632 15,814

Current contract assets (a)

10 unchanged sentences

$ 98,473 $ 67,325

Equity investments with readily determinable fair value (b)

31,641 36,421

Investments (b)

Deferred costs 3,649 4,120

4 unchanged sentences

(b) See Note 7.

Equity investments with readily determinable fair value for more information on long-term investments.

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

Investments for more information on long-term investments.

Accounts payable, accrued and other current liabilities consisted of the following:

9 unchanged sentences

Gains from shares sold — DraftKings $ 1,548 $ 2,608 $ —

Gains from Shares sold - Townsquare 975 — —

Net unrealized gain (loss) on equity investments with readily determinable fair value

(Loss) gain from shares sold - Townsquare ( 1,694 ) 975 —

Net unrealized (loss) gain on equity investments with readily determinable fair value

( 1,096 ) 16,275 ( 49,842 )

Other ( 3,430 ) ( 2,469 ) 809

Total other income (expense), net $ 17,389 $ ( 49,033 ) $ 50,622

Concentrations of Risk

Total other (expense) income, net $ ( 4,672 ) $ 17,389 $ ( 49,033 )

Concentration of Risk

As of June 30, 2024, the Company had one customer that made up 12 % of total accounts receivable, net.

During Fiscal Year 2024 the Company had no customers that made up 10% of total revenues.

As of June 30, 2024, approximately 4,700 full-time and part-time employees, who represent approximately 70 % of our workforce, were represented by unions.

Approximately 9 % of such union employees are subject to CBAs that expired as of June 30, 2024 and approximately 12 % are subject to CBAs that will expire by June 30, 2025 if they are not extended prior thereto.

Subsequent Events

Delayed Draw Term Loan Facility

On July 14, 2023, Sphere Entertainment drew down the full amount of $ 65,000 under the DDTL Facility.

Such shares have been accounted for as treasury shares and are no longer outstanding as of August 9, 2023.

As of August 9, 2023, the Company had approximately $ 160,000 remaining under the $ 250,000 Class A Common Stock share repurchase program authorized by the Company’s Board of Directors on March 29, 2023.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures