What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-08-13 compared with 2024-08-16 · 117 added, 150 removed, 302 unchanged (47% of the section changed)

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• the level of our expenses, including our corporate expenses;

• the level of our revenues, which depends in part on the popularity of the Christmas Spectacular , the professional sports teams whose games are played at The Garden and other events which are presented in our venues, and our ability to attract such events;

• the on-ice and on-court performance of the professional sports teams whose games we host in our venues;

• the level of our revenues, which depends in part on the popularity of the Christmas Spectacular , Starring the Radio City Rockettes (the “Christmas Spectacular”) , the sports teams whose games are played at The Garden and other events which are presented in our venues, and our ability to attract such events;

• the on-ice and on-court performance of the sports teams whose games we host in our venues;

• competition, for example, from other venues and sports and entertainment options, including of new competing venues;

• the level of our capital expenditures and other investments;

• general economic conditions, especially in the New York City and Chicago metropolitan areas where we have business activities;

• general economic conditions, especially in the New York City and Chicago metropolitan areas where we have business activities, including the impact of a recession on our business;

• the demand for sponsorship and suite arrangements;

• competition, for example, from other venues and sports and entertainment options, including of new competing venues;

• the effect of any postponements or cancellations by third-parties or the Company of scheduled events, whether as a result of a pandemic or other public health emergency due to operational challenges and other health and safety concerns (such as the partial cancellation of the 2021 production of the Christmas Spectacular ) or otherwise;

• the extent to which attendance at our venues may be impacted by government actions, renewed health concerns by potential attendees and reduced tourism;

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• business, reputational and litigation risk if there is a cyber or other security incident resulting in loss, disclosure or misappropriation of stored personal information, or disclosure of confidential information or other breaches of our information security;

• our ability to effectively manage any impacts of a pandemic or other public health emergency (including COVID-19 variants) as well as renewed actions taken in response by governmental authorities or certain professional sports leagues, including ensuring compliance with rules and regulations imposed upon our venues, to the extent applicable;

• activities or other developments (such as a pandemic or other public health emergency) that discourage or may discourage congregation at prominent places of public assembly, including our venues;

• activities or other developments that discourage or may discourage congregation at prominent places of public assembly, including our venues;

• the acquisition or disposition of assets or businesses and/or the impact of, and our ability to successfully pursue, acquisitions or other strategic transactions;

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• the costs associated with, and the outcome of, litigation, including any negative publicity, and other proceedings to the extent uninsured, including litigation or other claims against companies we invest in or acquire;

• the impact of governmental regulations or laws, changes in how those regulations and laws are interpreted, as well as the continued benefit of certain tax exemptions and the ability to maintain necessary permits or licenses;

• the impact of governmental regulations or laws, including potential legislation related to ticketing, changes in how those regulations and laws are interpreted, as well as the continued benefit of certain tax exemptions and the ability to maintain necessary permits or licenses;

• the impact of any government plans to redesign New York City’s Penn Station;

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• financial community perceptions of our business, operations, financial condition and the industries in which we operate;

• changes in international trade policies and practices, including tariffs, and the economic impacts, volatility and uncertainty resulting therefrom;

• the performance by MSG Sports of its obligations under various agreements with the Company and ongoing commercial arrangements, including the Arena License Agreements;

• the tax-free treatment of the MSGE Distribution;

• failure of the Company or Sphere Entertainment to satisfy its obligations under transition services agreements, or other agreements entered into in connection with the MSGE Distribution;

• failure of the Company or Sphere Entertainment to satisfy its obligations under various agreements with Sphere Entertainment, including the services agreement;

• the additional factors described under “Risk Factors” in this Annual Report on Form 10-K.

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Our MD&A is organized as follows:

MSGE Distribution and Business Overview.

Business Overview.

This section provides a general description of our business, as well as other matters that we believe are important in understanding our results of operations and financial condition and in anticipating future trends.

Results of Operations.

This section provides an analysis of our results of operations for Fiscal Year 2024 and 2023, on a consolidated and combined basis, respectively.

This section provides an analysis of our results of operations for Fiscal Year 2025 and 2024, on a consolidated basis.

Analysis of our results of operations for Fiscal Year 2024, including a comparison of Fiscal Year 2024 to Fiscal Year 2023, is included in the Company’s Annual Report on Form 10-K for Fiscal Year 2024 filed on August 16, 2024.

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Our critical accounting policies and recently issued accounting pronouncements, are discussed included in Item 7 and 8, respectively, of this Annual Report on Form 10-K.

MSGE Distribution and Business Overview

On the MSGE Distribution Date, Sphere Entertainment distributed approximately 67% of the shares of outstanding common stock of MSG Entertainment to its stockholders, with Sphere Entertainment retaining approximately 33% of the outstanding shares of common stock of MSG Entertainment (in the form of Class A common stock), referred to herein as 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.

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.

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, 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, 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.

The Company is a live entertainment company comprised of iconic venues and marquee entertainment content.

Business Overview

We are 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.

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The Garden, The Theater at Madison Square Garden, Radio City Music Hall, the Beacon Theatre, and The Chicago Theatre.

The Company also includes the original production, the Christmas Spectacular, and our entertainment and sports bookings business, which showcases a broad array of compelling concerts, family shows and special events, as well as a diverse mix of sporting events, for millions of guests annually.

The Company’s business includes the original production, the Christmas Spectacular.

The Company also has an entertainment and sports bookings business, which showcases a broad array of compelling concerts, family shows and special events, as well as a diverse mix of sporting events, for millions of guests annually.

The Company conducts a significant portion of its operations at venues that it either owns or operates under long-term leases.

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The Company earns revenue from several primary sources:

ticket sales to our audiences for live events that we produce or promote/co-promote, license fees for our venues paid by third-party promoters or licensees in connection with events that we do not produce or promote/co-promote, facility and ticketing fees, concessions, sponsorships and signage, suite license fees at The Garden, merchandising and tours at certain of our venues.

The amount of revenue and expense recorded by the Company for a given event depends to a significant extent on whether the Company is promoting or co-promoting the event or is licensing a venue to a third party or MSG Sports.

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We sell tickets to the public through our box office, via our websites and ticketing agencies and through group sales.

amount of revenue we earn from ticket sales depends on the number of shows and the mix of events that we promote, the capacity of the venue used, the extent to which we can sell to fully utilize the capacity, and ticket prices.

The amount of revenue we earn from ticket sales depends on the number of shows and the mix of events that we promote, the capacity of the venue used, the extent to which we can sell to fully utilize the capacity, and ticket prices.

The Garden has 22 Event Level suites, 1 Event Level Club Space, 58 Lexus Level suites, 18 Infosys Level suites, the Madison Club, Chase Lounge and the Hub Loft.

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Revenues for the Company’s suite license arrangements are recorded on a gross basis, as the Company is the principal in such transactions and controls the related goods or services until transfer to the customer.

MSG Sports’ share of the Company’s suite license revenue is recognized in the combined statements of operations as a component of direct operating expenses.

MSG Sports’ share of the Company’s suite license revenue is recognized in Entertainment offerings, arena

license fees, and other leasing direct operating expenses in the consolidated and combined statements of operations.

The revenue sharing expense recognized by the Company for MSG Sports’ share of suite license revenue at The Garden is based on a 67.5% allocation to MSG Sports pursuant to the Arena License Agreements.

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Signage revenues generally involve the sale of advertising space at The Garden during entertainment events and otherwise in our venues.

We also earn our revenues through the sale of outdoor signage around the Madison Square Garden complex I.

We also earn our revenues through the sale of outdoor signage around the Madison Square Garden complex.

Sponsorship agreements may require us to use the name, logos and other trademarks of sponsors in our advertising and in promotions for our venues, productions and other live entertainment events.

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Pursuant to the Arena License Agreements related to the use of The Garden by MSG Sports, the Company shares with MSG Sports revenues and related expenses associated with sales of food and beverages (including suite catering) during Knicks and Rangers games at The Garden.

Revenue generated from in-venue food and beverage sales at MSG Sports’ events is recognized by the Company on a gross basis, with a corresponding revenue sharing expense for MSG Sports’ share of such sales recorded within direct operating expense.

The Arena License Agreements require the Company to pay 50% of the net proceeds generated from in-venue food and beverage sales to MSG Sports.

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Under the Arena License Agreements related to the use of The Garden by MSG Sports, the Company is reimbursed for day-of-event costs (as defined under the Arena License Agreements).

The Company records such reimbursements as reductions to direct operating expenses.

The Company records such reimbursements as reductions to Entertainment offerings, arena license fees, and other leasing direct operating expenses in the consolidated and combined statements of operations.

The Company’s consolidated and combined financial statements include expenses associated with the ownership, maintenance and operation of The Garden, which the Company and MSG Sports use in their respective operations.

Revenue Sharing Expenses

As discussed above, MSG Sports’ share of the Company’s suites licenses, venue signage and certain sponsorship and concessions revenue is reflected within direct operating expense as revenue sharing expenses.

As discussed above, MSG Sports’ share of the Company’s suites licenses, venue signage and certain sponsorship and concessions revenue is reflected in Entertainment offerings, arena license fees, and other leasing direct operating expenses as revenue sharing expenses in the consolidated and combined statements of operations.

Marketing and Advertising Costs

We incur significant costs promoting our productions and other events through various advertising campaigns, including advertising on social and digital platforms, television, outdoor platforms and radio, and in newspapers.

In light of the intense competition for

entertainment events, such expenditures are a necessity to drive interest in our productions and encourage members of the public to purchase tickets to our shows.

In light of the intense competition for entertainment events, such expenditures are a necessity to drive interest in our productions and encourage members of the public to purchase tickets to our shows.

Other Expenses

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Operating expenses also include corporate overhead costs and venue operating expenses.

Venue operating expenses include the non-event related costs of operating the Company’s venues, and include such costs as rent for the Company’s leased venues, real estate taxes, insurance, utilities, repairs and maintenance, and labor related to the overall management of the venues.

Venue operating expenses include

the non-event related costs of operating the Company’s venues, and include such costs as rent for the Company’s leased venues, real estate taxes, insurance, utilities, repairs and maintenance, and labor related to the overall management of the venues.

Factors Affecting Results of Operations

In addition to the discussion under the section “Factors Affecting Comparability” below, the operating results of our business are largely dependent on our ability to attract concerts and other events to our venues, revenues under various agreements entered into with MSG Sports, and the continuing popularity of the Christmas Spectacular at Radio City Music Hall.

Certain of these factors in turn depend on the popularity and/or performance of the professional sports teams whose games we host at The Garden.

Our Company’s future performance is dependent in part on general economic conditions and the effect of these conditions on our customers.

Our operating results are largely dependent on our ability to attract concerts and other events to our venues, revenues under various agreements entered into with MSG Sports, and the continuing popularity of the Christmas Spectacular .

Certain of these factors in turn depend on the popularity and/or performance of the sports teams whose games we host at The Garden.

The Company’s future performance is dependent in part on general economic conditions and the effect of these conditions on our customers.

Weak economic conditions may lead to lower demand for suite licenses and tickets to our live productions, concerts, family shows and other events, which would also negatively affect concession and merchandise sales, and lower levels of sponsorship and venue signage.

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An economic downturn could adversely affect our business and results of operations.

The Company may explore additional opportunities to expand our presence in the entertainment industry.

Any new investment may not initially contribute to operating income, but is intended to become operationally profitable over time.

Factors Affecting Comparability

MSGE Distribution

The activities from April 21, 2023 to June 30, 2023 included in the statement of operations for the year ended June 30, 2023 are prepared on a consolidated basis, as the Company became a standalone public company on April 21, 2023.

The Company's combined statements of operations for the years ended June 30, 2022 and 2021, as well as the financial information for the period of July 1, 2022 to 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 the Company’s former parent, Sphere Entertainment, and are presented as carve-out financial statements as MSG Entertainment was not a standalone public company prior to the MSGE Distribution.

The combined statements of operations for the year ended June 30, 2022, as well as the financial information for the period of July 1, 2022 to April 20, 2023 that is included in the results of operations for the year ended June 30, 2023, 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.

These expenses were allocated on the basis of direct usage when identifiable, with the remainder allocated on a pro-rata basis of combined assets, headcount or other measures of the Company and Sphere Entertainment, which are recorded as a reduction of either direct operating expenses or selling, general and administrative expenses.

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

Nevertheless, the combined financial statements do 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 separate, standalone company during the periods presented.

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

Description of Business and Basis of Presentation to the consolidated and combined financial statements included in Item 8 of this Annual Report on Form 10-K for additional information.

Advertising Sales Representation Agreement Termination

Prior to December 31, 2022, the Company was a party to an advertising sales representation agreement (the “Networks Advertising Sales Representation Agreement”) with Sphere Entertainment’s subsidiary, MSGN Holdings, L.P.

(“MSG Networks”), pursuant to which the Company had the exclusive right and obligation to sell MSG Networks advertising availabilities for a commission.

The Networks Advertising Sales Representation Agreement was terminated effective as of December 31, 2022.

For Fiscal Years 2024,

2023, and 2022 , the Company recognize d $0, $8,802 and $20,878 of revenues, respectively, under the Networks Advertising Sales Representation Agreement.

As a result, after December 31, 2022, the Company no longer recognizes advertising sales commission revenue or the employee costs related to the Networks Advertising Sales Representation Agreement, which has impacted the operating results of the Company and will impact the operating results of the Company on a go forward basis.

Results of Operations

Effective for the third quarter of Fiscal Year 2024, the Company modified its presentation of revenues and direct operating expenses.

Total revenue is now presented in three categories consisting of (i) Revenues from entertainment offerings, (ii) Food, beverage, and merchandise revenues, and (iii) Arena license fees and other leasing revenues.

In addition, total direct operating expenses is now presented in two categories consisting of (i) Entertainment offerings and leasing direct operating expenses and (ii) food, beverage, and merchandise direct operating expenses.

Prior period financial information has been revised to conform with the current period presentation.

Consolidated and Combined Results of Operations

Consolidated Results of Operations

Comparison of Fiscal Year 2025 versus Fiscal Year 2024

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Food, beverage, and merchandise revenues 150,506 162,092 (11,586) (7) %

Arena license fees and other leasing revenue 73,276 71,678 1,598 2 %

Arena license fees and other leasing revenue (a)

79,934 73,276 6,658 9 %

Total revenues 942,734 959,265 (16,531) (2) %

Direct operating expenses

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

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

(444,256) (475,502) 31,246 7 %

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Depreciation and amortization (57,768) (53,876) (3,892) (7) %

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

Impairment of long-lived assets (11,202) — (11,202) NM

Restructuring charges (1,055) (17,649) 16,594 94 %

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Interest expense (50,506) (57,954) 7,448 13 %

Other (expense) income, net (4,672) 17,389 (22,061) NM

Loss on extinguishment of debt (6,132) — (6,132) NM

Other expense, net (2,221) (4,672) 2,451 52 %

Income from operations before income taxes 65,561 52,291 13,270 25 %

Income tax benefit (expense) 92,009 (1,728) 93,737 NM

Income tax (expense) benefit (28,130) 92,009 (120,139) NM

Net income $ 37,431 $ 144,300 $ (106,869) (74) %

Net loss attributable to nonredeemable noncontrolling interests — (553) 553 NM

Net income attributable to MSG Entertainment’s stockholders $ 144,300 $ 76,597 $ 67,703 88 %

________________

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

(a) Arena license fees and other leasing revenue are recognized on a straight line basis and are comprised of a contractual cash component plus or minus a non-cash component for each period presented.

Arena license fees include operating lease revenue of (i) $44,052 and $42,769 collected in cash for Fiscal Year 2025 and 2024 , respectively, and (ii) a non-cash portion of $24,016 and $25,299 for Fiscal Year 2025 and 2024, respectively.

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

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

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NM — Absolute percentages greater than 200% and comparisons from positive to negative values or to zero values are considered not meaningful.

Revenues for Fiscal Year 2024 increased $107,769 as compared to Fiscal Year 2023.

Revenues for Fiscal Year 2025 decreased $16,531 as compared to Fiscal Year 2024.

Revenues from Entertainment Offerings

For Fiscal Year 2024, the increase in revenues from entertainment offerings was primarily due to (i) higher event-related revenues of $51,147, (ii) an increase in revenues subject to the sharing economics with MSG Sports pursuant to the Arena License Agreements of $17,233, (iii) an increase in revenues from the presentation of the Christmas Spectacular production of $15,750, partially offset by (iv) lower revenues of $8,802 due to the termination of the Networks Advertising Sales Representation Agreement.

For Fiscal Year 2024, the increase in event-related revenues primarily reflects higher revenues from concerts of $40,721, due to an increase in the number of concerts at the Company’s venues, and to a lesser extent, higher average per-concert revenue in the current year.

For Fiscal Year 2024, the increase in revenues subject to the sharing of economics with MSG Sports pursuant to the Arena License Agreements primarily reflects higher suite license fee revenue and, to a lesser extent, higher commissions on merchandise sales, both as compared to the prior year.

For Fiscal Year 2024, the increase in revenues from the presentation of the Christmas Spectacular production, as compared to the prior year period, was primarily due to higher ticket-related revenues.

For Fiscal Year 2025, the decrease in revenues from entertainment offerings was primarily due to lower event-related revenues of $49,206, partially offset by (i) higher revenues from the presentation of the Christmas Spectacular production of $20,175, (ii) higher revenues subject to the sharing of economics with MSG Sports pursuant to the Arena License Agreements of $11,060, and (iii) higher revenues from venue-related sponsorship, signage and suite license fees of $4,792.

For Fiscal Year 2025, the decrease in event-related revenues was due to (i) lower revenues from concerts of $67,185, which mainly reflects lower per-concert revenues, primarily due to a shift in the mix of events at The Garden from promoted events to rentals, and a decrease in the number of events at the Company’s venues, partially offset by (ii) higher revenues from other live entertainment and

sporting events (excluding the Knicks and Rangers) of $17,979, which was primarily due to an increase in the number of events at the Company’s venues and higher per-event revenues.

For Fiscal Year 2025, the increase in revenues from the presentation of the Christmas Spectacular production was primarily due to higher ticket-related revenues.

This reflected higher per-show revenue and, to a lesser extent, an increase in the number of performances as compared to the prior year.

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The Company had 200 Christmas Spectacular performances during Fiscal Year 2025’s holiday season, as compared to 193 performances in the Fiscal Year 2024’s holiday season.

For this year’s holiday season, more than 1,000,000 tickets were sold, as compared to more than 930,000 tickets sold in the prior year.

The Company had 193 Christmas Spectacular performances during this year’s holiday season, as compared to 181 performances in the prior year’s holiday season.

For Fiscal Year 2025’s holiday season, approximately 1.1 million tickets were sold as compared to more than 1.0 million tickets sold in the prior year.

For Fiscal Year 2025, the increase in revenues subject to the sharing of economics with MSG Sports pursuant to the Arena License Agreements was primarily due to higher suite license revenues, of which 67.5% is shared with MSG Sports.

For Fiscal Year 2025, the increase in revenues from venue-related sponsorship, signage and suite license fees was primarily due to higher suite license revenues (excluding the 67.5% portion shared with MSG Sports pursuant to the Arena License agreements) which was partially offset by lower sponsorship and signage revenue.

Food, Beverage, and Merchandise Revenues

For Fiscal Year 2024, the increase in food, beverage and merchandise revenues was primarily due to higher food and beverage sales at concerts held at the Company’s venues, and at Knicks and Rangers games at The Garden, and to a lesser extent, higher food, beverage, and merchandise sales from the presentation of the Christmas Spectacular production.

For Fiscal Year 2024 the increase in food and beverage sales at concerts was due to an increase in the number of concerts held at the Company’s venues and to a lesser extent, higher average per-concert revenues in the current year.

For Fiscal Year 2024 the increase in food and beverage sales at Knicks and Rangers games was due to higher average per-game revenues, and to a lesser extent, an increase in the number of games held at The Garden.

For Fiscal Year 2024 the increase in food and beverage sales at the Christmas Spectacular production was primarily due to higher average per-show revenues, and to a lesser extent, an increase in the number of performances in the current year.

For Fiscal Year 2025, the decrease in food, beverage, and merchandise revenues was primarily due to lower food and beverage sales at concerts held at the Company’s venues of $15,098 and at Knicks and Rangers games at The Garden of $2,852, which was partially offset by higher food, beverage, and merchandise sales from other live entertainment and sporting events (excluding the Knicks and Rangers) of $4,322 and, to a lesser extent the presentation of the Christmas Spectacular production of $2,031.

For Fiscal Year 2025 the decrease in food and beverage sales at concerts was due to a decrease in the number of concerts held at the Company’s venues and, to a lesser extent, lower average per-concert revenues in the current year.

For Fiscal Year 2025 the decrease in food and beverage sales at Knicks and Rangers games was primarily due to fewer games partially offset by higher average per-game revenue.

For Fiscal Year 2025 the increase in food and beverage sales from other live entertainment and sporting events (excluding the Knicks and Rangers) was primarily due to higher average per-event revenues, and to a lesser extent, an increase in the number of events in the current year.

For Fiscal Year 2025 the increase in food, beverage, and merchandise sales at the Christmas Spectacular production was primarily due to higher average per-event revenues, and to a lesser extent, an increase in the number of performances in the current year.

Arena License Fees and Other Leasing Revenue

For Fiscal Year 2025, the increase in arena license fees and other leasing revenue was primarily due to increases in related party sublease income for corporate office space.

Direct operating expenses

Direct operating expenses for Fiscal Year 2024 increased $68,907 as compared to Fiscal Year 2023.

Direct operating expenses for Fiscal Year 2025 decreased $33,193 as compared to Fiscal Year 2024.

Direct Operating Expenses Associated with Entertainment Offerings, Arena License Fees and Other Leasing

For Fiscal Year 2024, the increase in direct operating expenses associated with entertainment offerings, arena license fees, and other leasing reflects (i) higher event-related expenses of $30,037, (ii) higher expenses associated with the sharing of economics with MSG Sports pursuant to the Arena License Agreements of $14,818, (iii) higher expenses related to the presentation of the Christmas Spectacular production of $3,279, and (iv) higher venue operating costs of $2,729.

For Fiscal Year 2024, the increase in event-related expenses was primarily due to higher direct operating expenses from concerts of $22,814, which was due to the increase in the number of concerts at the Company’s venues and, to a lesser extent, higher per-concert expenses.

For Fiscal Year 2024, the increase in expenses associated with the sharing of economics with MSG Sports pursuant to the Arena License Agreements primarily reflects direct operating expenses incurred as a result of the increase in suite license fee revenues.

For Fiscal Year 2025, the decrease in direct operating expenses associated with entertainment offerings, arena license fees, and other leasing reflects lower event-related expenses of $41,847 and lower venue operating costs of $4,651, which was partially offset by higher expenses associated with the sharing of economics with MSG Sports pursuant to the Arena License Agreements of $10,762 and higher expenses related to the presentation of the Christmas Spectacular production of $4,051.

For Fiscal Year 2025, the decrease in event-related expenses was primarily due to lower direct operating expenses from concerts of $53,406, which mainly reflects lower per-concert expenses, primarily due to the shift in the mix of events at The Garden from promoted events to rentals, and a decrease in the number of concerts at the Company’s venues, partially offset by higher direct operating expenses from other live entertainment and sporting events (excluding the Knicks and Rangers) of $11,559.

For Fiscal Year 2025, the decrease in venue operating costs of $4,651 was primarily due to lower employee compensation and benefits and other cost decreases, which was partially offset by higher utilities expenses.

For Fiscal Year 2025, the increase in expenses associated with the sharing of economics with MSG Sports pursuant to the Arena License Agreements reflects a proportional increase in contractual revenue sharing as a result of the increase in suite license fee revenues.

Direct Operating Expenses Associated with Food, Beverage, and Merchandise

For Fiscal Year 2024, the increase in food, beverage and merchandise direct operating expenses was primarily driven by (i) the related increase in food and beverage sales at concerts held at the Company’s venues, (ii) the related increase in food and beverage sales at Knicks and Rangers games and, (iii) the increase in food, beverage, and merchandise sales related to the presentation of the Christmas Spectacular production.

For Fiscal Year 2025, the decrease in food, beverage and merchandise direct operating expenses was primarily driven by the related decrease in food and beverage sales at concerts held at the Company’s venues and the related decrease in food and beverage sales at Knicks and Rangers games, which was partially offset by the increase in food, beverage, and merchandise sales from other live entertainment and sporting events (excluding the Knicks and Rangers) and the presentation of the Christmas Spectacular production.

Selling, general, and administrative expenses

Selling, general, and administrative expenses for Fiscal Year 2024 increased $26,747, or 15%, to $206,963 as compared to Fiscal Y ear 2023.

Results for Fiscal Year 2024 reflect MSG Entertainment on a fully standalone basis.

Results for Fiscal Year 2023 through the April, 20, 2023 spin-off date reflect the allocation of corporate and administrative costs based on the accounting requirements for the preparation of carve-out financial statements.

These results do not include all of the expenses that would have been incurred by MSG Entertainment had it been a standalone public company for the prior year.

This was the primary driver of the overall increase in

selling, general and administrative expenses, partially offset by the impact of the Company’s transition services agreement with Sphere Entertainment.

Selling, general, and administrative expenses for Fiscal Year 2025 increased $8,011, to $214,974 as compared to Fiscal Y ear 2024 which wa s primarily due to (i) an increase in employee compensation and benefits, including executive management transition costs of $4,562 recognized in Fiscal Year 2025 and (ii) higher rent expense, partially offset by (iii) a decrease in professional fees and (iv) other cost decreases.

Depreciation and amortization

Depreciation and amortization for Fiscal Year 2024 decreased $6,587, or 11%, to $53,876 as compared to $60,463 in Fiscal Year 2023, primarily due to certain intangible assets being fully amortized and the disposal of a corporate aircraft during Fiscal Year 2023.

Gains, net on dispositions

Gains, net on dispositions for Fiscal Year 2024 was $0 as compared to $4,361 in Fiscal Year 2023.

The net gains in Fiscal Year 2023 reflect the gain on sale of the Company’s controlling interest in Boston Calling Events, LLC (the “BCE Disposition”), partially offset by the net loss on the disposal of a corporate aircraft.

Depreciation and amortization for Fiscal Year 2025 increased $3,892, to $57,768 as compared to $53,876 in Fiscal Year 2024, primarily due to fixed assets additions in the first half of Fiscal Year 2025.

Impairment of long-lived assets

Impairment of long-lived assets for Fiscal Year 2025 was $11,202, due to an impairment loss recognized on the Company’s right-of-use lease assets and related lease costs due to the Company’s decision to stop utilizing one of the floors in its New York office in the third quarter of Fiscal Year 2025.

Restructuring charges

Restructuring charges for Fiscal Year 2024 increased $7,408, to $17,649 as compared to $10,241 in Fiscal Year 2023.

The restructuring charges relate to the termination benefits for certain corporate executives and employees.

Restructuring charges for Fiscal Year 2025 decreased $16,594, to $1,055 as compared to $17,649 in Fiscal Year 2024.

The decrease reflects higher termination benefits provided in the prior year due to a workforce reduction of certain executives and employees.

Operating income

Operating income for Fiscal Year 2024 improved $6,933 to $111,941 as compared to operating income of $105,008 in Fiscal Year 2023.

The improvement in operating income was primarily due to the increase in revenues, partially offset by higher direct operating expenses and selling, general and administration expenses.

Operating income for Fiscal Year 2025 increased $10,151 to $122,092 as compared to operating income of $111,941 in Fiscal Year 2024.

The improvement in operating income was primarily due to the decrease in direct operating expenses and restructuring charges, partially offset by lower revenues, higher selling, general and administrative expenses, and impairment of long-lived assets, including right-of-use lease assets and related lease costs.

Interest income

For Fiscal Year 2024, interest income decreased $4,268 to $2,976 as compared to interest income of $7,244 in Fiscal Year 2023 primarily due to (i) the impact of the MSGE Distribution, which impacted the year-over-year comparability of results since the prior year period included carve-out allocations and (ii) lower average balances in the Company’s cash, cash equivalents and restricted cash, partially offset by higher interest rates.

Interest income for Fiscal Year 2025 decreased $648 to $2,328 as compared to $2,976 in Fiscal Year 2024 primarily due to lower interest rates on the Company’s cash, cash equivalents and restricted cash balances.

Interest expense

Interest expense for Fiscal Year 2024 was $57,954 as compared to interest expense of $51,869 in Fiscal Year 2023, an increase of $6,085, primarily due to higher interest rates on borrowings and higher revolver borrowings under the National Properties Facilities.

Interest expense for Fiscal Year 2025 decreased $7,448 to $50,506 as compared to $57,954 in Fiscal Year 2024, primarily due to lower average borrowings and lower interest rates under the National Properties Facilities.

Loss on extinguishment of debt

Loss on extinguishment of debt for Fiscal Year 2025 was $6,132, as the Company recorded a loss of $6,132, related to the write-off of deferred financing costs, in connection with the refinancing of the Prior National Properties Facilities (as defined below).

Other (expense) income, net

For Fiscal Year 2024, other expense, net was $4,672 as compared to other income, net of $17,389 for Fiscal Year 2023, a change of $22,061.

The change was primarily due to (i) a change from an unrealized gain to an unrealized loss of $9,235 associated with the investment in Townsquare Media, Inc., (ii) the absence of a $8,406 unrealized gain associated with the investment in DraftKings Inc.

recognized in the prior year period, and (iii) higher net periodic benefit costs of $15 associated with the Company’s Pension Plans.

For Fiscal Year 2025, other expense, net decreased $2,451 to $2,221 as compared to other expense, net of $4,672 for Fiscal Year 2024.

The change was primarily due to (i) a decrease in realized and unrealized loss of $2,904 associated with the Company’s investment in Townsquare Media, Inc., and (ii) lower net periodic benefit costs of $1,608 associated with the Company’s pension plans, partially offset by (iii) the absence of a $1,548 net gain associated with the investment in DraftKings Inc.

recognized in the prior

year period, (iv) a decrease in dividend income of $468 associated with the investment in Townsquare Media, Inc., as compared to the prior year.

Income tax expense for Fiscal Year 2025 of $28,130 differs from income tax expense derived from applying the statutory federal rate of 21% to the pretax income primarily due to income tax expense from state taxes of $11,686 and nondeductible officers’ compensation of $3,590.

Income tax benefit for Fiscal Year 2024 of $92,009 differs from income tax expense derived from applying the statutory federal rate of 21% to the pretax income primarily due to (i) income tax benefit due to a decrease in the valuation allowance of $108,506 and (ii) income tax benefit of $4,487 related to return to provision adjustments, partially offset by (iii) state income tax expense of $9,039.

Income tax expense for Fiscal Year 2023 of $1,728 differs from income tax expense derived from applying the statutory federal rate of 21% to the pretax income primarily due to (i) income tax benefit due to a decrease in the valuation allowance of $34,147, partially offset by (ii) state income tax expense of $13,033 and (iii) income tax expense of $3,861 related to nondeductible officers’ compensation.

Income Taxes to the consolidated and combined financial statements included elsewhere in this Annual Report on Form 10-K for further details on the components of income tax and a reconciliation of the statutory federal rate to the effective tax rate.

Adjusted operating income (loss) (“AOI”)

The Company has amended the definition of adjusted operating income so that the impact of the non-cash portion of operating lease costs related to the Company’s Arena License Agreements with MSG Sports is no longer excluded in all periods presented.

The Company evaluates its performance based on several factors, of which the key financial measure is adjusted operating income, a non-GAAP financial measure.

We define adjusted operating income as operating income excluding:

(i) depreciation, amortization and impairments of property and equipment, goodwill and intangible assets,

(i) depreciation, amortization and impairments of property and equipment, goodwill and other long-lived assets, including right-of-use lease assets and related lease costs,

(ii) share-based compensation expense,

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(vi) the impact of purchase accounting adjustments related to business acquisitions,

(vii) gains and losses related to the remeasurement of liabilities under the executive deferred compensation plan, and

(viii) amortization of capitalized cloud computing arrangement costs.

(vii) amortization for capitalized cloud computing arrangement costs, and

(viii) gains and losses related to the remeasurement of liabilities under the executive deferred compensation plan.

The Company excludes impairments of long-lived assets, including right-of-use lease assets and related lease costs, as these expenses do not represent core business operating results of the Company.

The Company believes that the exclusion of share-based compensation expense or benefit allows investors to better track the performance of the Company’s business without regard to the settlement of an obligation that is not expected to be made in cash.

The Company eliminates merger, spin-off, and acquisition-related costs, when applicable, because the Company does not consider such costs to be indicative of the ongoing operating performance of the Company as they result from an event that is of a non-recurring nature, thereby enhancing comparability.

The Company eliminates merger, spin-off, and acquisition-related transaction costs, when applicable, because the Company does not consider such costs to be indicative of the ongoing operating performance of the Company as they result from an event that is of a non-recurring nature, thereby enhancing comparability.

In addition, management believes that the exclusion of gains and losses related to the remeasurement of liabilities under the executive deferred compensation plan, provides investors with a clearer picture of the Company’s operating performance given that, in accordance with GAAP, gains and losses related to the remeasurement of liabilities under the executive deferred compensation plan are recognized in Operating income whereas gains and losses related to the remeasurement of the assets under the executive deferred compensation plan, which are equal to and therefore fully offset the gains and losses related to the remeasurement of liabilities, are recognized in Other (expense) income, net, which is not reflected in Operating income .

The Company believes AOI is an appropriate measure for evaluating the operating performance of the Company on a consolidated and combined basis.

The Company believes AOI is an appropriate measure for evaluating the operating performance of the Company on a consolidated basis.

AOI and similar measures with similar titles are common performance measures used by investors and analysts to analyze the Company’s performance.

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Operating income $ 122,092 $ 111,941 $ 10,151 9 %

Share-based compensation expense 24,544 29,521 (4,977) (17) %

Depreciation and amortization 57,768 53,876 3,892 7 %

Impairment of long-lived assets 11,202 — 11,202 NM

Share-based compensation (excluding share-based compensation included in restructuring charges) 27,694 24,544 3,150 13 %

Restructuring charges 1,055 17,649 (16,594) (94) %

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

Merger, spin-off, and acquisition costs (a)

2,035 — 2,035 NM

Merger, spin-off, and acquisition-related costs 1,474 2,035 (561) (28) %

Amortization of capitalized cloud computing arrangement costs 713 1,008 (295) (29) %

Remeasurement of deferred compensation plan liabilities 452 121 331 NM

Adjusted operating income (b)

$ 211,505 $ 201,593 $ 9,912 5 %

Remeasurement of deferred compensation plan liabilities 508 452 56 12 %

Adjusted operating income $ 222,506 $ 211,505 $ 11,001 5 %

________________

NM (not meaningful) — Absolute percentages greater than 200% and comparisons from positive to negative values or to zero values are considered not meaningful.

(a) This adjustment represents non-recurring costs incurred and paid by the Company for the sale of the MSGE Retained Interest by Sphere Entertainment.

(b) The Company has amended the definition of adjusted operating income so that the impact of the non-cash portion of operating lease revenue related to the Company’s Arena License Agreements with MSG Sports is no longer excluded in all periods presented.

Pursuant to GAAP, recognition of operating lease revenue is recorded on a straight-line basis over the term of the agreement based upon the value of total future payments under the arrangement.

As a result, operating lease revenue is comprised of a contractual cash component plus or minus a non-cash component for each period presented.

Adjusted operating income includes operating lease revenue of (i) $42,769 of revenue collected in cash for Fiscal Year 2024 and $41,524 of revenue collected in cash for Fiscal Year 2023 , respectively, and (ii) a non-cash portion $25,299 for Fiscal Year 2024 and $26,545 for Fiscal Year 2023, respectively.

NM — Absolute percentages greater than 200% and comparisons from positive to negative values or to zero values are considered not meaningful.

Net loss attributable to nonredeemable noncontrolling interests

For Fiscal Year 2024, the Company posted a net loss attributable to nonredeemable noncontrolling interests of $0 in comparison to a net loss attributable to nonredeemable noncontrolling interests of $553 for Fiscal Year 2023.

These amounts in the prior year period represent the share of net loss of BCE that is not attributable to the Company, prior to the BCE Disposition on December 2, 2022.

Comparison of Fiscal Year 2024 versus the Fiscal Year 2023

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Our principal uses of cash include working capital-related items (including funding our operations), capital spending, debt service, investments and related loans and advances to affiliates that we may fund from time to time.

We may also use cash to continue to repurchase shares of our Class Common A Stock pursuant to the share repurchase program authorized by our Board of Directors on March 29, 2023, of which there was approximately $110,000 remaining as of June 30, 2024.

We may also use cash to continue to repurchase shares of our Class A Common Stock pursuant to the share repurchase program authorized by our Board of Directors on March 29, 2023, of which there was $69,796 remaining as of June 30, 2025.

Our decisions as to the use of our available liquidity will be based upon the ongoing review of the funding needs of the business, the optimal allocation of cash resources, and the timing of cash flow generation.

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As of June 30, 2025, the Company’s unrestricted cash and cash equivalents balance was $43,017.

The principal balance of the Company’s total debt outstanding as of June 30, 2024 was $625,625 and the Company had $131,174 of available borrowing capacity under its revolving credit facility.

We believe we have sufficient liquidity from cash and cash equivalents, available borrowing capacity under our credit facilities and cash flows from operations to fund our operations, and satisfy any obligations for the foreseeable future.

The principal balance of the Company’s total debt outstanding as of June 30, 2025 was $609,375 and the Company had $134,036 of available borrowing capacity under the National Properties Revolving Credit Facility.

We believe we have sufficient liquidity from cash and cash equivalents, available borrowing capacity under the National Properties Revolving Credit Facility and cash flows from operations to fund our operations and satisfy any obligations for the foreseeable future.

Credit Facilities to the consolidated and combined financial statements included elsewhere in this Annual Report on Form 10-K for a discussion of the National Properties Facilities.

Financing Agreements

MSG National Properties, MSG Entertainment Holdings and certain subsidiaries of MSG National Properties are party to the National Properties Credit Agreement, providing for a five-year, $650,000 National Properties Term Loan Facility and a five-year, $150,000 National Properties Revolving Credit Facility.

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

On June 27, 2025, MSG National Properties, MSG Entertainment Holdings and certain subsidiaries of MSG National Properties entered into Amendment No.

4 (“Amendment No.

4”) to the credit agreement dated June 30, 2022 (as amended, supplemented and otherwise modified prior to June 27, 2025, the “Prior National Properties Credit Agreement” and, as amended by Amendment No.

4, the “National Properties Credit Agreement”) with JP Morgan Chase Bank, N.A., as administrative agent, and the lenders and letter of credit issuers party thereto, pursuant to which, among other things, (i) the term loan facility under the Prior National Properties Credit Agreement (the “Prior National Properties Term Loan Facility”) was refinanced in its entirety with a five-year, $609,375 senior secured term loan facility (the “National Properties Term Loan Facility”) and (ii) the revolving credit facility under the Prior National Properties Credit Agreement (the “Prior National Properties Revolving Credit Facility” and, together with the Prior National Properties Term Loan Facility, the “Prior National Properties Facilities”) was refinanced in its entirety with 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, 2025, outstanding letters of credit were $15,964 and the remaining balance available under the National Properties Revolving Credit Facility was $134,036.

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, 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.

Borrowings under the National Properties Facilities bear interest at a floating rate, which at the option of MSG National Properties may be either (a) Term SOFR plus an applicable margin ranging from 1.75% to 2.50% per annum, determined based on the total leverage ratio of MSG National Properties and its restricted subsidiaries, or (b) a base rate plus an applicable margin ranging from 0.75% to 1.50% 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 0.20% to 0.30% in respect of the daily unused commitments under the National Properties Revolving Credit Facility.

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The National Properties Facilities will mature on June 27, 2030.

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% 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 ending September 30, 2025, in an aggregate amount equal to 5.00% per annum (1.25% per quarter), 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.

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 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 specified maximum total leverage ratio.

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.

The debt service coverage ratio covenant began testing in the fiscal quarter ended December 31, 2022, and is set at a ratio of 2:1 before stepping up to 2.5:1 in the fiscal quarter ending September 30, 2024.

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, 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.

The National Properties Credit Agreement includes financial covenants requiring MSG National Properties and its restricted subsidiaries to maintain a specified minimum debt service coverage ratio and specified maximum total leverage ratio.

The debt service coverage ratio covenant is set at a ratio of 2.50:1.

The leverage ratio covenant is tested based on the ratio of MSG National Properties and its restricted subsidiaries’ consolidated total indebtedness to adjusted operating income, with a maximum ratio of 3.50:1.

As of June 30, 2025, MSG National Properties and its restricted subsidiaries were in compliance with the covenants of the National Properties Credit Agreement.

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All obligations under the National Properties Facilities, including the guarantees of those obligations, are secured by certain of the assets of MSG National Properties and the Subsidiary Guarantors (collectively, “Collateral”) including, but not limited to, a pledge of some or all of the equity interests held directly or indirectly by MSG National Properties in each Subsidiary Guarantor.

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.

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

Credit Facilities to the consolidated and combined financial statements included elsewhere in this Annual Report on Form 10-K for additional information regarding the National Properties Credit Agreement, such as the scheduled repayment requirement of $30,469 in Fiscal Year 2026 and $30,469 in Fiscal Year 2027.

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Net cash provided by operating activities $ 115,297 $ 111,266

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

Net cash used in investing activities (23,693) (62,371)

Net cash used in financing activities (81,621) (99,695)

Net (decrease) increase in cash, cash equivalents and restricted cash $ (50,800) $ 21,782

Net increase (decrease) in cash, cash equivalents and restricted cash $ 9,983 $ (50,800)

Operating Activities

Net cash provided by operating activities for Fiscal Year 2024 decreased by $24,428 as compared to Fiscal Year 2023, primarily due to (i) a decrease in Net income adjusted for non-cash items of $5,958, and (ii) a decrease in cash flows from changes in working capital of $18,470.

The decrease in cash flows from changes in working capital were driven by a larger decrease in accounts payable, accrued and other current and non-current liabilities;

an increase in accounts receivable versus a decrease in the prior year period;

a decrease in deferred revenue versus an increase in the prior year period;

and a larger increase in prepaid expenses and other current and non-current assets, in each case as compared to Fiscal Year 2023 .

These decreases in working capital cash flows were partially offset by positive net cash inflows from related party receivables and payables versus net cash outflows in the prior year period;

and an increase in net operating lease liabilities in the current year.

Net cash provided by operating activities for Fiscal Year 2025 increased by $4,031 as compared to Fiscal Year 2024, primarily due to an increase in Net income adjusted for non-cash items of $16,387, offset by a decrease in cash flows from changes in working capital of $12,356.

The decrease in cash flows from changes in working capital was primarily driven by (i) negative net cash outflows from related party receivables and payables, due to the timing and settlement of the underlying related party transactions, and (ii) a decrease in accounts payable, due to the timing of payments to vendors.

These decreases were partially offset by (iii) a smaller decrease in accrued and other current and non-current liabilities, primarily due to the timing of settlements with promoters, (iv) an increase in deferred revenue, due to the timing of billing and recognition of suite license revenues, and (v) a decrease in accounts receivable due to the timing of cash collections, in each case as compared to the prior year.

Investing Activities

Net cash flows from investing activities for Fiscal Year 2024 decreased by $92,676 as compared to Fiscal Year 2023 primarily due to (i) an increase of $58,300 in loans to related parties related to the DDTL faci lity, ( ii) the absence of $27,904 in proceeds received from the dispositions of BCE and the corporate aircraft recognized in Fiscal Year 2023 and (iii) an increase of $8,993 in capital expenditures in the current year period as compared to Fiscal Year 2023.

Net cash flows used in investing activities for Fiscal Year 2025 decreased by $38,678 as compared to Fiscal Year 2024 primarily due to (i) the absence of a loan to a related party under the delayed draw term loan facility, partially offset by (ii) fewer proceeds received from the sale of investments in the current year as compared to the prior year.

Financing Activities

Net cash used in financing activities for Fiscal Year 2024 decreased by $44,522 to $99,695 as compared to Fiscal Year 2023 primarily due to (i) the absence in net transfers to Sphere Entertainment and Sphere Entertainment’s subsidiaries under carve-out accounting principles in the current period and (ii) an increase in proceeds received from the National Properties Revolving Credit Facility in Fiscal Year 2024, partially offset by (i) an increase in principal repayments on the National Properties Term Loan Facilities and the

National Properties Revolving Credit Facility, (ii) an increase in stock repurchases, and (iii) taxes paid in lieu of shares for equity based compensation recognized in Fiscal Year 2024 .

Net cash used in financing activities for Fiscal Year 2025 decreased by $18,074 to $81,621 as compared to Fiscal Year 2024 primarily due to (i) proceeds from the National Properties Credit Agreement, and (ii) a decrease in Class A common stock repurchases, partially offset by (iii) incremental principal repayments under the Prior National Properties Credit Agreement, (iv) a decrease in proceeds received from the Prior National Properties Revolving Credit Facility, and (v) incremental payments for debt financing costs, in each case as compared to the prior year.

Contractual Obligations

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_________________

(a) Includes contractually obligated minimum lease payments for operating leases having an initial noncancellable term in excess of one year for the Company’s venues, including various corporate offices.

(a) Includes contractually obligated minimum lease payments for operating leases having an initial noncancellable term in excess of one year for the Company’s venues, as well as corporate offices.

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

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To the extent the Company’s multi-year arrangements provide for performance obligations that are consistent over the multi-year contractual term, such performance obligations generally meet the definition of a series as provided for under the accounting guidance.

If performance obligations are concluded to meet the definition of a series, the contractual fees for all years during the contract term are aggregated and the related revenue is recognized proportionately as the underlying performance obligations are satisfied.

The timing of revenue recognition for each performance obligation is dependent upon the facts and circumstances surrounding the Company’s satisfaction of its respective performance obligation.

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The Company’s process for determining its estimated standalone selling prices involves management’s judgment and considers multiple factors including company specific and market specific factors that may vary depending upon the unique facts and circumstances related to each performance obligation.

Key factors considered by the Company in developing an estimated standalone selling price for its performance obligations include, but are not limited to, prices charged for similar performance obligations, the Company’s ongoing pricing strategy and policies, and consideration of pricing of similar performance obligations sold in other arrangements with multiple performance obligations.

Key factors considered by the Company in developing an estimated standalone

selling price for its performance obligations include, but are not limited to, prices charged for similar performance obligations, the Company’s ongoing pricing strategy and policies, and consideration of pricing of similar performance obligations sold in other arrangements with multiple performance obligations.

The Company incurs costs such as commissions to obtain its multi-year sponsorship agreements.

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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 7. Management’s Discussion and Analysis