Madison Square Garden Entertainment Corp 10-Q for FY2026 Q3
Madison Square Garden Entertainment Corp. (MSGE)
10-Q
2026-05-07
For: 2026-03-31
View Original
Added on
May 07, 2026
About this 10-Q
Madison Square Garden Entertainment Corp filed this 10-Q on May 7, 2026, covering the quarter ended March 31, 2026 (FY2026 Q3).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $246.26M
- up 1.6% from $242.47M a year earlier
- Net income
- $5.11M
- down 36.4% from net income of $8.04M a year earlier
- Diluted EPS
- $0.11
- down 35.3% from $0.17 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 10-Q
________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the quarterly period ended March 31, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the transition period from to
Commission File Number: 001-41627
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
Registrant’s telephone number, including area code: (212) 465-6000
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No
Number of shares of common stock outstanding as of April 30, 2026:
| Class A Common Stock par value $0.01 per share | — | |||||||
| Class B Common Stock par value $0.01 per share | — | |||||||
INDEX TO FORM 10-Q
| Page | |||||
1
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
MADISON SQUARE GARDEN ENTERTAINMENT CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except per share data)
| As of | ||||||||||||||
| March 31, | June 30, | |||||||||||||
| 2026 | 2025 | |||||||||||||
| ASSETS | ||||||||||||||
| Current Assets: | ||||||||||||||
| Cash, cash equivalents, and restricted cash | $ | $ | ||||||||||||
| Accounts receivable, net | ||||||||||||||
| Related party receivables, current | ||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Non-Current Assets: | ||||||||||||||
| Property and equipment, net | ||||||||||||||
| Right-of-use lease assets | ||||||||||||||
| Goodwill | ||||||||||||||
| Indefinite-lived intangible assets | ||||||||||||||
Deferred tax assets, net | ||||||||||||||
| Other non-current assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| LIABILITIES AND EQUITY (DEFICIT) | ||||||||||||||
| Current Liabilities: | ||||||||||||||
| Accounts payable, accrued and other current liabilities | $ | $ | ||||||||||||
| Related party payables, current | ||||||||||||||
| Long-term debt, current | ||||||||||||||
| Operating lease liabilities, current | ||||||||||||||
| Deferred revenue | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Non-Current Liabilities: | ||||||||||||||
| Long-term debt, net of deferred financing costs | ||||||||||||||
| Operating lease liabilities, non-current | ||||||||||||||
| Other non-current liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Commitments and contingencies (see Note 7) | ||||||||||||||
| Equity (deficit): | ||||||||||||||
Class A Common Stock (a) | ||||||||||||||
Class B Common Stock (b) | ||||||||||||||
| Additional paid-in-capital | ||||||||||||||
Treasury stock at cost ( | ( | ( | ||||||||||||
Retained earnings | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Total equity (deficit) | ( | |||||||||||||
| Total liabilities and equity (deficit) | $ | $ | ||||||||||||
_________________
(a) Class A Common Stock, $0.01 120,000 46,526 and 46,076 shares issued as of March 31, 2026 and June 30, 2025, respectively.
(b) Class B Common Stock, $0.01 30,000 6,867
See accompanying notes to the unaudited condensed consolidated financial statements.
2
MADISON SQUARE GARDEN ENTERTAINMENT CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share data)
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| March 31, | March 31, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||||
Revenues from entertainment offerings | $ | $ | $ | $ | ||||||||||||||||||||||
| Food, beverage, and merchandise revenues | ||||||||||||||||||||||||||
Arena license fees and other leasing revenue | ||||||||||||||||||||||||||
Total revenues (a) | ||||||||||||||||||||||||||
Direct operating expenses: | ||||||||||||||||||||||||||
Entertainment offerings, arena license fees, and other leasing direct operating expenses | ( | ( | ( | ( | ||||||||||||||||||||||
Food, beverage, and merchandise direct operating expenses | ( | ( | ( | ( | ||||||||||||||||||||||
Total direct operating expenses (a) | ( | ( | ( | ( | ||||||||||||||||||||||
Selling, general, and administrative expenses (a) | ( | ( | ( | ( | ||||||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | ||||||||||||||||||||||
| Impairment of long-lived assets | ( | ( | ( | |||||||||||||||||||||||
| Restructuring charges | ( | ( | ( | ( | ||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Other expense, net | ( | ( | ( | ( | ||||||||||||||||||||||
| Income from operations before income taxes | ||||||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||
| Earnings per share: | ||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
Weighted-average number of shares of common stock: | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
_________________
(a) See Note 10 . Related Party Transactions for further information on related party arrangements.
See accompanying notes to the unaudited condensed consolidated financial statements.
3
MADISON SQUARE GARDEN ENTERTAINMENT CORP.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(in thousands)
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| March 31, | March 31, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||
| Other comprehensive income, net of income taxes: | ||||||||||||||||||||||||||
Pension plans and other postretirement plans adjustments | ||||||||||||||||||||||||||
| Income tax expense related to items of other comprehensive income | ( | ( | ( | ( | ||||||||||||||||||||||
Other comprehensive income, net of income taxes | ||||||||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | ||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
4
MADISON SQUARE GARDEN ENTERTAINMENT CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
| Nine Months Ended | ||||||||||||||
| March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| OPERATING ACTIVITIES: | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Impairment of long-lived assets | ||||||||||||||
| Share-based compensation expense | ||||||||||||||
| Amortization of deferred financing costs | ||||||||||||||
| Deferred income tax expense | ||||||||||||||
| Other non-cash adjustments | ||||||||||||||
| Change in assets and liabilities: | ||||||||||||||
| Accounts receivable, net | ( | ( | ||||||||||||
Related party receivables and payables, net | ||||||||||||||
| Prepaid expenses and other current and non-current assets | ( | ( | ||||||||||||
| Accounts payable | ( | |||||||||||||
| Accrued and other current, and non-current liabilities | ( | |||||||||||||
| Deferred revenue | ||||||||||||||
| Operating lease right-of-use assets and lease liabilities | ||||||||||||||
| Net cash provided by operating activities | $ | $ | ||||||||||||
| INVESTING ACTIVITIES: | ||||||||||||||
| Capital expenditures | $ | ( | $ | ( | ||||||||||
| Other investing activities | ( | ( | ||||||||||||
Net cash used in investing activities | $ | ( | $ | ( | ||||||||||
| FINANCING ACTIVITIES: | ||||||||||||||
| Proceeds from revolving credit facilities | $ | $ | ||||||||||||
| Principal repayments on long-term debt | ( | ( | ||||||||||||
| Repurchases of Class A common stock | ( | ( | ||||||||||||
| Taxes paid in lieu of shares issued for equity-based compensation | ( | ( | ||||||||||||
| Other financing activities | ( | |||||||||||||
| Net cash used in financing activities | $ | ( | $ | ( | ||||||||||
| Net increase in cash, cash equivalents, and restricted cash | ||||||||||||||
Cash, cash equivalents, and restricted cash, beginning of period | ||||||||||||||
Cash, cash equivalents, and restricted cash, end of period | $ | $ | ||||||||||||
| Non-cash investing and financing activities: | ||||||||||||||
| Capital expenditures incurred but not yet paid or paid by landlord | $ | $ | ||||||||||||
| Non-cash financing activities | $ | $ | ( | |||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
5
MADISON SQUARE GARDEN ENTERTAINMENT CORP.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) (UNAUDITED)
(in thousands)
Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total Equity (Deficit) | |||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | ||||||||||||||||||||||||||||||||||
Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | ( | ( | $ | |||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Tax withholding associated with shares issued for share-based compensation | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||
| Repurchases of Class A common stock, inclusive of tax | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||
| Net income | — | — | — | |||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | |||||||||||||||||||||||||||||||||||
Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Tax withholding associated with shares issued for share-based compensation | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||
| Stock options exercised | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Repurchases of Class A common stock, inclusive of tax | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | ( | ( | $ | ( | ||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Tax withholding associated with shares issued for share-based compensation | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||
| Repurchases of Class A common stock, inclusive of tax | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
6
MADISON SQUARE GARDEN ENTERTAINMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
All amounts included in the following Notes to Condensed Consolidated Financial Statements (unaudited) are presented in thousands, except per share data or as otherwise noted.
Note 1. Description of Business and Basis of Presentation
Description of Business
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. The Company operates and reports financial information in one reportable segment. The Company’s decision to organize as one reportable segment is based upon its internal organizational structure, the manner in which its operations are managed, and the criteria used by the Company’s Executive Chairman and Chief Executive Officer, its Chief Operating Decision Maker (“CODM”), to evaluate segment performance. The Company’s CODM reviews total company operating results to assess overall performance and allocate resources.
The Company’s portfolio of venues includes: Madison Square Garden (“The Garden”), the Infosys Theater at Madison Square Garden, Radio City Music Hall, the Beacon Theatre, and The Chicago Theatre. The Company also owns and produces the original production, the Christmas Spectacular Starring the Radio City Rockettes (the “Christmas Spectacular”). In addition, the Company 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. The Company owns The Garden, the Infosys Theater at Madison Square Garden and The Chicago Theatre, and leases Radio City Music Hall and the Beacon Theatre.
All of the Company’s revenues and assets are attributed to or located in the United States and are primarily concentrated in the New York City metropolitan area.
Basis of Presentation
The Company reports on a fiscal year basis ending on June 30th (“Fiscal Year”). In these unaudited condensed consolidated financial statements, the fiscal years ending or ended on June 30, 2026, and 2025, respectively, are referred to as “Fiscal Year 2026,” and “Fiscal Year 2025,” respectively.
The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and Article 10 of Regulation S-X of the Securities and Exchange Commission (the “SEC”), and should be read in conjunction with the Company’s audited consolidated and combined financial statements and notes thereto as of June 30, 2025 and 2024 and for the years ended June 30, 2025, 2024 and 2023 (the “Audited Consolidated and Combined Annual Financial Statements”) included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2025 filed with the SEC on August 13, 2025.
In the opinion of the Company, the accompanying condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of March 31, 2026 and its results of operations for the three and nine months ended March 31, 2026 and 2025 and cash flows for the nine months ended March 31, 2026 and 2025. The condensed consolidated balance sheet as of June 30, 2025 was derived from the Audited Consolidated and Combined Annual Financial Statements but does not contain all of the footnote disclosures from the Audited Consolidated and Combined Annual Financial Statements.
The results of operations for the periods presented are not necessarily indicative of the results that might be expected for future interim periods or for the full fiscal year. As a result of the production of the Christmas Spectacular and arena license fees in connection with the use of The Garden by the New York Knicks (the “Knicks”) of the National Basketball Association and the New York Rangers (the “Rangers”) of the National Hockey League, the Company generally earns a disproportionate share of its annual revenues in the second and third quarters of its fiscal year.
Reclassifications
For purposes of comparability, certain prior period amounts in the condensed consolidated statements of cash flows have been reclassified to conform to the current year presentation in accordance with GAAP.
7
MADISON SQUARE GARDEN ENTERTAINMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Note 2. Summary of Significant Accounting Policies
A. Principles of Consolidation
All intercompany transactions and balances within the Company’s consolidated businesses have been eliminated.
B. Use of Estimates
The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the provision for credit losses, valuation of goodwill, intangible assets, other long-lived assets, deferred tax assets, pension and other postretirement benefit obligations and the related net periodic benefit cost, and other liabilities. In addition, estimates are used in revenue recognition, depreciation and amortization, litigation matters and other matters. Management believes its use of estimates in the condensed consolidated financial statements to be reasonable.
Management evaluates its estimates on an ongoing basis using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time and, as such, these estimates may ultimately differ from actual results. 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 condensed consolidated financial statements in future periods.
C. 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 condensed consolidated 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:(a)
•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
8
MADISON SQUARE GARDEN ENTERTAINMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
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
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. Revenue is measured as the amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services (“transaction price”). To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the most likely amount to which the Company expects to be entitled. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and the determination of whether to include such estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information that is reasonably available. The Company accounts for taxes collected from customers and remitted to governmental authorities on a net basis and excludes these amounts from revenues.
In addition, the Company defers certain costs to fulfill the Company’s contracts with customers to the extent such costs relate directly to the contracts, are expected to generate resources that will be used to satisfy the Company’s performance obligations under the contracts, and are expected to be recovered through revenue generated under the contracts. Contract fulfillment costs are expensed as the Company satisfies the related performance obligations.
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 Co. (together with its subsidiaries, as applicable, “Sphere Entertainment”) and MSG Sports within a single arrangement. 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. The performance obligations included in each sponsorship agreement vary and may include advertising and other benefits such as, but not limited to, signage at The Garden and the Company’s other venues, digital advertising, event or property-specific advertising, as well as non-advertising benefits such as suite licenses and event tickets. Further, these arrangements may require the Company to purchase the customers’ goods or services. 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 obligation is 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. The Company allocates the transaction price for such arrangements to each performance obligation within the arrangement based on the estimated relative standalone selling price of the performance obligation. 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.
9
MADISON SQUARE GARDEN ENTERTAINMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
The Company may incur costs such as commissions to obtain its multi-year sponsorship agreements. The Company assesses such costs for capitalization on a contract by contract basis. To the extent costs are capitalized, the Company estimates the useful life of the related contract asset, which may be the underlying contract term or the estimated customer life depending on the facts and circumstances surrounding the contract. The contract asset is amortized over the estimated useful life.
Principal versus Agent Revenue Recognition
The Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction. 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 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.
Contract Balances
Amounts collected in advance of the Company’s satisfaction of its contractual performance obligations are recorded as a contract liability within Deferred revenue, and are recognized as the Company satisfies the related performance obligations. Amounts collected in advance of events for which the Company is not the promoter or co-promoter do not represent contract liabilities and are reported in Accounts payable, accrued and other current liabilities on the accompanying condensed consolidated balance sheets. Amounts recognized as revenue for which the Company has a right to consideration for goods or services transferred to customers and for which the Company does not have an unconditional right to bill as of the reporting date are recorded as contract assets. Contract assets are transferred to accounts receivable once the Company’s right to consideration becomes unconditional.
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, reported in Prepaid expenses and other current assets and Other non-current 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 condensed consolidated statements 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 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 condensed consolidated statements of operations.
D. Recently Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): 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 for the Fiscal Year 2026 annual reporting period and will be applied prospectively. The impact upon adoption will be on the Company’s income tax disclosures only, with no impact to the Company’s consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, as amended by ASU 2025-01, which was issued in January 2025, requiring disclosure, in the notes to financial statements, of specified information about certain costs and expenses at each interim and annual reporting period. This standard will be effective for the Company for annual periods beginning with the Company’s fiscal year ending 2028, and interim reporting periods beginning with the Company’s fiscal year ending 2029. Early adoption of ASU 2024-03 is permitted. This amended ASU may be applied either prospectively to financial statements issued for
10
MADISON SQUARE GARDEN ENTERTAINMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
reporting periods after the effective date or retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this standard on the Company’s consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU provides all entities with a practical expedient that allows for the assumption that current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating credit losses for such assets. This standard will be effective for the Company in the first quarter of the Company’s fiscal year ending 2027, and early adoption is permitted. The Company is currently evaluating the potential impact of applying the allowable practical expedient on its estimates of credit losses for accounts receivable and contract assets.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU amends the existing standard to remove all references to prescriptive and sequential software development project stages. Under this standard, an entity will be required to start capitalizing software costs when (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. This standard will be effective for the Company in the first quarter of the Company’s fiscal year ending 2028, and early adoption is permitted. The Company is currently evaluating the impact of adopting this standard on the Company’s consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This ASU provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. This standard will be effective for the Company in the first quarter of the Company’s fiscal year ending 2029, and early adoption is permitted. The Company is currently evaluating the impact of adopting this standard on the Company’s consolidated financial statements.
Note 3. Revenue Recognition
All revenue recognized in the condensed consolidated statements of operations is considered to be revenue from contracts with customers in accordance with FASB Accounting Standards Codification (“ASC”) Topic 606, Revenue From Contracts with Customers, except for revenues from the Arena License Agreements and, leases and subleases that are accounted for in accordance with ASC Topic 842, Leases. The Company’s revenues by category are outlined in Note 2. Summary of Significant Accounting Policies. The Company recorded provisions for credit losses on receivables or contract assets arising from contracts with customers of $186 and $458 for the three and nine months ended March 31, 2026 and $0 and $730 for the three and nine months ended March 31, 2025, respectively.
Disaggregation of Revenue
The following table disaggregates the Company’s revenues by revenue category for the three and nine months ended March 31, 2026 and 2025. The footnotes to the table provide additional disclosure with respect to the timing of transfer of goods or services to the customer for each category.
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| March 31, | March 31, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
Ticketing and venue license fee revenues (a) | $ | $ | $ | $ | ||||||||||||||||||||||
Sponsorship and signage, suite license, and advertising commission revenues (b) | ||||||||||||||||||||||||||
Other (c) | ||||||||||||||||||||||||||
| Total revenues from entertainment offerings | ||||||||||||||||||||||||||
Food, beverage, and merchandise revenues (d) | ||||||||||||||||||||||||||
Total revenues from contracts with customers | ||||||||||||||||||||||||||
| Arena license fees and other leasing revenue | ||||||||||||||||||||||||||
Total revenues | $ | $ | $ | $ | ||||||||||||||||||||||
_________________
(a) Amounts include ticket sales, including single night suite rentals and other ticket-related revenue, and venue license fees from the Company’s events such as (i) concerts, (ii) the presentation of the Christmas Spectacular and (iii) other live entertainment and sporting events. Ticketing and venue license fee revenues are generally recognized at a point in time.
(b) Sponsorship and signage, suite license, and advertising commission revenues are generally recognized over time.
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MADISON SQUARE GARDEN ENTERTAINMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
(c) Other primarily consists of venue tours which are generally recognized at a point in time.
(d) Food, beverage, and merchandise revenues are generally recognized at a point in time.
Contract Balances
The following table provides information about contract balances from the Company’s contracts with customers as of March 31, 2026 and June 30, 2025:
As of | |||||||||||||||||
| March 31, 2026 | June 30, 2025 | ||||||||||||||||
Receivables from contracts with customers, net (a) | $ | $ | |||||||||||||||
Contract assets, current (b) | $ | $ | |||||||||||||||
Deferred revenue, including non-current portion (c) | $ | $ | |||||||||||||||
(a) Receivables from contracts with customers, net, which are reported in Accounts receivable, net and Related party receivables, current in the Company’s accompanying condensed consolidated balance sheets, represent the Company’s unconditional rights to consideration under its contracts with customers. As of March 31, 2026 and June 30, 2025, the Company’s receivables from contracts with customers above included $6,664 and $3,649 , respectively, related to various related parties. See Note 10. Related Party Transactions for further details on related party arrangements.
(b) Contract assets, current, which are reported in Prepaid expenses and other current assets in the Company’s accompanying condensed consolidated balance sheets, 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. Contract assets are transferred to accounts receivable once the Company’s right to consideration becomes unconditional.
(c) Deferred revenue primarily relates to the Company’s receipt of consideration from customers in advance of the Company’s transfer of goods or services to the customers. Deferred revenue is reduced and the related revenue is recognized once the underlying goods or services are transferred to a customer. Revenue recognized for the three and nine months ended March 31, 2026 relating to the Deferred revenue balance as of June 30, 2025 was $13,622 and $195,979 , respectively.
Transaction Price Allocated to the Remaining Performance Obligations
As of March 31, 2026, the Company’s remaining performance obligations under contracts were $585,869 , of which 38 % is expected to be recognized through June 30, 2027, and an additional 62 % of the balance is expected to be recognized thereafter. This primarily relates to performance obligations under sponsorship and suite license agreements that have original expected durations longer than one year and for which the consideration is 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.
Note 4. Restructuring Charges
During the three and nine months ended March 31, 2026, the Company recognized restructuring charges of $8,623 and $10,939 primarily related to termination benefits provided as part of a voluntary exit program implemented, reported in Accounts payable, accrued and other current liabilities on the accompanying condensed consolidated balance sheets. During the three and nine months ended March 31, 2025, the Company recognized restructuring charges of $84 and $14 , respectively, related to termination benefits for certain corporate executives and employees reported in Accounts payable, accrued and other current liabilities on the accompanying condensed consolidated balance sheets. Changes to the Company’s restructuring liability through March 31, 2026 were as follows:
Restructuring Liability | ||||||||||||||||||||||||||||||||
| June 30, 2025 | $ | |||||||||||||||||||||||||||||||
| Restructuring charges | ||||||||||||||||||||||||||||||||
Payments | ( | |||||||||||||||||||||||||||||||
| March 31, 2026 | $ | |||||||||||||||||||||||||||||||
Note 5. Investments
As of March 31, 2026, the Company held an investment in Townsquare Media, Inc. (“Townsquare”), a media, entertainment and digital marketing solutions company that is listed on the New York Stock Exchange under the symbol “TSQ,” as well as other equity investments in trust under the Company’s Executive Deferred Compensation Plan. Refer to Note 13. Pension Plans and Other Postretirement Benefit Plans included in the Company’s Audited Consolidated and Combined Annual Financial Statements, for further details regarding the plan.
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MADISON SQUARE GARDEN ENTERTAINMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
The fair value of the Company’s equity investments with readily determinable fair values is determined based on quoted market prices in active markets, which are classified within Level I of the fair value hierarchy.
The carrying value of the Company’s investments, which is reported in Other non-current assets in the accompanying condensed consolidated balance sheets as of March 31, 2026 and June 30, 2025, is as follows:
As of | ||||||||||||||
| March 31, 2026 | June 30, 2025 | |||||||||||||
| Equity investments with readily determinable fair values: | ||||||||||||||
| Townsquare Class A common stock | $ | $ | ||||||||||||
| Other equity investments with readily determinable fair values held in trust under the Company’s Executive Deferred Compensation Plan | ||||||||||||||
Equity investments without readily determinable fair values | ||||||||||||||
| Total investments | $ | $ | ||||||||||||
The following table summarizes the realized and unrealized (loss) gain on equity investments with readily determinable fair values, which is reported in Other expense, net in the accompanying condensed consolidated statements of operations for the three and nine months ended March 31, 2026 and 2025:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| March 31, | March 31, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Unrealized gain (loss) — Townsquare | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
| Unrealized (loss) gain — Executive Deferred Compensation Plan | ( | ( | ||||||||||||||||||||||||
| Realized gain from shares sold — Townsquare | ||||||||||||||||||||||||||
| Total realized and unrealized (loss) gain | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||
| Supplemental information on realized gain: | ||||||||||||||||||||||||||
| Shares of common stock sold — Townsquare | ||||||||||||||||||||||||||
| Cash proceeds from common stock sold — Townsquare | $ | $ | $ | $ | ||||||||||||||||||||||
Note 6. Goodwill and Intangible Assets
As of March 31, 2026 and June 30, 2025, the carrying amount of Goodwill was $69,041 one reportable segment and one reporting unit.
The Company’s Indefinite-lived intangible assets as of March 31, 2026 and June 30, 2025 were as follows:
| As of | ||||||||||||||
| March 31, 2026 | June 30, 2025 | |||||||||||||
| Trademarks | $ | $ | ||||||||||||
| Photographic related rights | ||||||||||||||
| Total Indefinite-lived intangible assets | $ | $ | ||||||||||||
During the first quarter of Fiscal Year 2026, the Company performed its annual impairment test of Goodwill and Indefinite-lived intangible assets and determined that there were no impairments identified as of the impairment test date.
Note 7. Commitments and Contingencies
Commitments
See Note 11. Commitments and Contingencies, included in the Company’s Audited Consolidated and Combined Annual Financial Statements, for details on the Company’s commitments.
For the nine months ended March 31, 2026, the Company did not have any material changes in its non-cancelable contractual obligations (other than activities in the ordinary course of business). See Note 8. Credit Facilities for details of the principal repayments required under the Company’s credit facilities.
13
MADISON SQUARE GARDEN ENTERTAINMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Legal Matters
The Company is a defendant in various lawsuits. Although the outcome of these lawsuits cannot be predicted with certainty (including the extent of available insurance, if any), management does not believe that resolution of these lawsuits will have a material adverse effect on the Company.
Note 8. Credit Facilities
The following table summarizes the presentation of the outstanding balances under the Company’s credit facilities as of March 31, 2026 and June 30, 2025:
| As of | ||||||||||||||||||||||||||||||||||||||
| March 31, 2026 | June 30, 2025 | |||||||||||||||||||||||||||||||||||||
| Current Portion | ||||||||||||||||||||||||||||||||||||||
National Properties Term Loan Facility | $ | $ | ||||||||||||||||||||||||||||||||||||
Current portion of long-term debt | $ | $ | ||||||||||||||||||||||||||||||||||||
As of | ||||||||||||||||||||||||||||||||||||||
| March 31, 2026 | June 30, 2025 | |||||||||||||||||||||||||||||||||||||
| Principal | Unamortized Deferred Financing Costs | Net | Principal | Unamortized Deferred Financing Costs | Net | |||||||||||||||||||||||||||||||||
| Non-current Portion | ||||||||||||||||||||||||||||||||||||||
National Properties Term Loan Facility | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Long-term debt, net of deferred financing costs | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
National Properties Facilities
General. On June 27, 2025, MSG National Properties, LLC (“MSG National Properties”), MSG Entertainment Holdings, LLC (“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 March 31, 2026, outstanding letters of credit were $18,169 and the remaining balance available under the National Properties Revolving Credit Facility was $131,831 .
Proceeds. 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.
Interest Rates. 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 Secured Overnight Financing Rate (“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. MSG National Properties is also required to pay customary letter of credit fees, as well as fronting fees, to banks that issue letters of credit pursuant to the National Properties Credit Agreement. The interest rate on the National Properties Term Loan Facility as of March 31, 2026 was 5.67 %.
14
MADISON SQUARE GARDEN ENTERTAINMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Principal Repayments. 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 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 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.
Covenants. 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 March 31, 2026, MSG National Properties and its restricted subsidiaries were in compliance with the covenants of the National Properties Credit Agreement.
In addition to the financial covenants discussed above, the National Properties Credit Agreement and the related security agreement contain certain customary representations and warranties, affirmative and negative covenants and events of default. The National Properties Credit Agreement contains certain restrictions on the ability of MSG National Properties and its restricted subsidiaries to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the National Properties Credit Agreement, including the following: (i) incur additional indebtedness; (ii) create liens on certain assets; (iii) make investments, loans or advances in or to other persons; (iv) pay dividends and distributions or repurchase capital stock (which will restrict the ability of MSG National Properties to make cash distributions to the Company); (v) repay, redeem or repurchase certain indebtedness; (vi) change its lines of business; (vii) engage in certain transactions with affiliates; (viii) amend their respective organizational documents; (ix) merge or consolidate; and (x) make certain dispositions.
Guarantors and Collateral. All obligations under the National Properties Facilities are guaranteed by MSG Entertainment Holdings and MSG National Properties’ existing and future direct and indirect domestic subsidiaries, other than the subsidiaries that own The Garden and certain other excluded subsidiaries (the “Subsidiary Guarantors”). 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 Chicago Theatre or the leasehold interests in Radio City Music Hall or the Beacon Theatre.
Interest payments and loan principal repayments made by the Company under the National Properties Facilities were as follows:
| Interest Payments | Loan Principal Repayments | |||||||||||||||||||||||||
| Nine Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| March 31, | March 31, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
National Properties Facilities | $ | $ | $ | $ | ||||||||||||||||||||||
The carrying value and fair value of the Company’s debt reported in the accompanying condensed consolidated balance sheets were as follows:
As of | ||||||||||||||||||||||||||
| March 31, 2026 | June 30, 2025 | |||||||||||||||||||||||||
Carrying Value (a) | Fair Value | Carrying Value (a) | Fair Value | |||||||||||||||||||||||
National Properties Facilities | $ | $ | $ | $ | ||||||||||||||||||||||
(a) The total carrying value of the Company’s debt as of March 31, 2026 and June 30, 2025 is equal to the current and non-current principal payments for the Company’s credit agreements excluding unamortized deferred financing costs of $8,605 and $10,126 , 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.
15
MADISON SQUARE GARDEN ENTERTAINMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Note 9. Share-based Compensation
The Company has two share-based compensation plans: the 2023 Employee Stock Plan and the 2023 Stock Plan for Non-Employee Directors. See Note 14. Share-based Compensation, included in the Company’s Audited Consolidated and Combined Annual Financial Statements, for more information on these plans.
Share-based compensation expense for the Company’s restricted stock units (“RSUs”) and performance stock units (“PSUs”) are recognized in the condensed consolidated statements of operations as a component of direct operating expenses or selling, general, and administrative expenses. The following table summarizes the Company’s share-based compensation expense:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| March 31, | March 31, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
Share-based compensation expense | $ | $ | $ | $ | ||||||||||||||||||||||
Fair value of awards vested (a) | $ | $ | $ | $ | ||||||||||||||||||||||
(a) To fulfill required statutory tax withholding obligations for the applicable income and other employment taxes, RSUs and PSUs with an aggregate value of $0 and $14,882 and $693 and $15,062 , respectively, were retained by the Company for the three and nine months ended March 31, 2026 and 2025, respectively.
The following table presents a reconciliation of weighted-average shares used in the calculations of basic and diluted earnings per share attributable to the Company’s stockholders:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| March 31, | March 31, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Weighted-average shares (denominator): | ||||||||||||||||||||||||||
| Weighted-average shares for basic EPS | ||||||||||||||||||||||||||
| Dilutive effect of shares issuable under share-based compensation plans | ||||||||||||||||||||||||||
| Weighted-average shares for diluted EPS | ||||||||||||||||||||||||||
| Weighted-average anti-dilutive shares | ||||||||||||||||||||||||||
As of March 31, 2026, there was $42,057 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 2.0 years.
Award Activity
The following table summarizes activity related to MSG Entertainment’s RSUs and PSUs held by the Company, MSG Sports, and Sphere Entertainment’s employees:
| Nine Months Ended | |||||||||||||||||||||||
| March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| RSUs | PSUs | RSUs | PSUs | ||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Vested | |||||||||||||||||||||||
Note 10. Related Party Transactions
As of March 31, 2026, certain members of the Dolan family, including certain trusts for the benefit of members 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, $0.01 par value per share (“Class B Common Stock”) and approximately 4.1 % of the Company’s outstanding Class A Common Stock (inclusive of options exercisable within 60 days of March 31, 2026). Such shares of Class A Common Stock and Class B Common Stock, collectively, represent approximately 64.3 % of the aggregate voting power of the Company’s outstanding common stock. Members of the Dolan Family Group are also the controlling stockholders of Sphere Entertainment, MSG Sports, and AMC Global Media Inc. (formerly known as AMC Networks Inc.).
16
MADISON SQUARE GARDEN ENTERTAINMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
See Note 16. Related Party Transactions, included in the Company’s Audited Consolidated and Combined Annual Financial Statements for a description of the Company’s current related party arrangements. There have been no material changes in such related party arrangements as of March 31, 2026, except as described below.
The Company has arrangements with Sphere Entertainment pursuant to which the Company provides certain advertising sales and representation services to MSGN Holdings, L.P., a wholly owned subsidiary of Sphere Entertainment, in exchange for a commission and certain cost reimbursements.
Sphere Entertainment provides certain technology services related to Sphere Immersive Sound to certain of the Company’s venues. For the three and nine months ended March 31, 2026, gross capital additions associated with these arrangements were approximately $500 and $2,700 , respectively, and are reported in Property and equipment, net in the accompanying condensed consolidated balance sheets.
Revenues and Operating Expenses
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. These amounts are reflected in revenues and operating expenses in the accompanying condensed consolidated statements of operations for the three and nine months ended March 31, 2026 and 2025:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| March 31, | March 31, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Operating credits (expenses): | ||||||||||||||||||||||||||
Revenue sharing expenses (a) | ( | ( | ( | ( | ||||||||||||||||||||||
Reimbursement under Arena License Agreements | ||||||||||||||||||||||||||
| Cost reimbursement from MSG Sports | ||||||||||||||||||||||||||
Cost reimbursement from Sphere Entertainment | ||||||||||||||||||||||||||
| Other operating credits (expenses), net | ( | ( | ||||||||||||||||||||||||
Total operating credits, net (b) | $ | $ | $ | $ | ||||||||||||||||||||||
(a) Amounts exclude revenue sharing expenses of $50,292 and $118,285 for the three and nine months ended March 31, 2026 and $45,900 and $108,160 for the three and nine months ended March 31, 2025, respectively, related to MSG Sports suites revenue sharing and are included in Direct operating expenses in the accompanying condensed consolidated statements of operations.
(b) Of the total operating credits (expenses), net, $3,376 and $4,415 for the three and nine months ended March 31, 2026 and $1,145 and $(3 ), for the three and nine months ended March 31, 2025, respectively, are recognized in direct operating expenses in the accompanying condensed consolidated statements of operations, and $28,226 and $84,819 for the three and nine months ended March 31, 2026 and $27,013 and $90,153 for the three and nine months ended March 31, 2025, respectively, are recognized in selling, general, and administrative expenses in the accompanying condensed consolidated statements of operations.
Revenues
The Company recorded $30,278 and $61,880 of revenues under the Arena License Agreements for the three and nine months ended March 31, 2026, respectively. In addition to the Arena License Agreements, the Company’s revenues from related parties primarily reflected amounts earned under sponsorship sales and service representation agreements of $8,051 and $17,181 for the three and nine months ended March 31, 2026, respectively, and merchandise sharing revenues with MSG Sports of $2,318 and $5,892 for the three and nine months ended March 31, 2026, respectively. The Company also earned sublease revenue from related parties of $2,604 and $7,852 for the three and nine months ended March 31, 2026, respectively.
The Company recorded $33,595 and $61,880 of revenues under the Arena License Agreements for the three and nine months ended March 31, 2025, respectively. In addition to the Arena License Agreements, the Company’s revenues from related parties primarily reflected amounts earned under sponsorship sales and service representation agreements of $8,227 and $16,892 for the three and nine months ended March 31, 2025, respectively, and merchandise sharing revenues with MSG Sports of $2,547 and $5,518 for the three and nine months ended March 31, 2025, respectively. The Company also earned sublease revenue from related parties of $1,719 and $8,359 for the three and nine months ended March 31, 2025, respectively.
17
MADISON SQUARE GARDEN ENTERTAINMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Note 11. Segment Information
The Company is managed on a consolidated basis through one
The Company’s MSG Entertainment segment derives revenues primarily from entertainment offerings held at its venues that drive ticket sales and other ticket-related revenues, venue license fees from third-party promoters, sponsorships and signage, suite license fees at The Garden, concessions, merchandising and tours at certain of the Company’s 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.
The CODM regularly reviews consolidated net income as the measure of segment profit or loss to evaluate operating performance and make strategic decisions regarding the allocation of resources. The CODM is regularly provided with the consolidated expense categories presented in the condensed consolidated statements of operations. As a result, there are no other significant segment expense categories that would require disclosure. The CODM does not review segment assets at a different asset level or category than those disclosed in the condensed consolidated balance sheets.
Note 12. Additional Financial Information
The following table provides a summary of the amounts recorded as Cash, cash equivalents, and restricted cash:
| As of | ||||||||||||||
| March 31, 2026 | June 30, 2025 | |||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash | ||||||||||||||
Total cash, cash equivalents, and restricted cash | $ | $ | ||||||||||||
The Company’s cash equivalents are classified within Level I of the fair value hierarchy as they are valued using observable inputs that reflect quoted prices for identical assets in active markets. The Company’s restricted cash includes cash deposited in escrow and operating accounts, primarily related to general liability insurance obligations.
Prepaid expenses and other current assets consisted of the following:
| As of | ||||||||||||||
| March 31, 2026 | June 30, 2025 | |||||||||||||
Prepaid revenue sharing expense | $ | $ | ||||||||||||
Other prepaid expenses | ||||||||||||||
Current contract assets (a) | ||||||||||||||
Inventory (b) | ||||||||||||||
| Other | ||||||||||||||
| Total prepaid expenses and other current assets | $ | $ | ||||||||||||
(a) See Note 3. Revenue Recognition for more information on contract assets.
(b) Inventory is primarily comprised of food and liquor for the venues.
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MADISON SQUARE GARDEN ENTERTAINMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Other non-current assets consisted of the following:
| As of | |||||||||||||||||||||||
| March 31, 2026 | June 30, 2025 | ||||||||||||||||||||||
Unbilled lease receivable (a) | $ | $ | |||||||||||||||||||||
Investments (b) | |||||||||||||||||||||||
| Deferred costs | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total other non-current assets | $ | $ | |||||||||||||||||||||
(a) Unbilled lease receivable relates to the amounts recorded under the Arena License Agreements.
(b) See Note 5. Investments for more information on long-term investments.
Accounts payable, accrued and other current liabilities consisted of the following:
| As of | ||||||||||||||
| March 31, 2026 | June 30, 2025 | |||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued payroll and employee related liabilities | ||||||||||||||
| Cash due to promoters | ||||||||||||||
| Accrued expenses and other current liabilities | ||||||||||||||
| Total accounts payable, accrued and other current liabilities | $ | $ | ||||||||||||
Property and equipment, net
See Note 8. Property and Equipment, Net, included in the Company’s Audited Consolidated and Combined Annual Financial Statements for more information about the Company’s property and equipment, net. There have been no material changes to the Company’s property and equipment, net as of March 31, 2026.
Leases
In February 2025, the Company recognized a right-of-use lease asset of $116,963 and an additional lease obligation of $115,335 as the Company took possession of additional space in its New York corporate office. For the nine months ended March 31, 2026, the Company recognized an impairment loss of $13,782 on the Company’s right-of-use lease assets in its New York corporate office which is reported in Impairment of long-lived assets in the accompanying condensed consolidated statements of operations.
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 (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. For the three months ended March 31, 2026, the Company did not repurchase any shares of Class A Common Stock. For the nine months ended March 31, 2026, the Company repurchased 623,271 shares of Class A Common Stock for $25,000 . As of March 31, 2026, the Company had approximately $45,000 remaining available under its Stock Repurchase Program for repurchases.
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MADISON SQUARE GARDEN ENTERTAINMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Continued)
Other expense, net
Other expense, net includes the following:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| March 31, | March 31, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net periodic benefit costs (excluding service costs) | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Realized and unrealized (loss) gain on equity investments with readily determinable fair value | ( | ( | ( | |||||||||||||||||||||||
| Other income | ||||||||||||||||||||||||||
| Total other expense, net | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
Income Taxes
During the nine months ended March 31, 2026 and March 31, 2025, the Company made income tax payments of $27,567 and $13,453 , respectively.
Income tax expense for the three and nine months ended March 31, 2026 of $3,115 and $45,167 , respectively, reflects an effective tax rate of 38 % and 37 %, respectively. The estimated annual effective tax rate exceeds the statutory federal tax rate of 21% primarily due to state and local taxes and nondeductible officers’ compensation, partially offset by excess tax benefit related to share-based compensation.
Income tax expense for the three and nine months ended March 31, 2025 of $7,252 and $43,124 , respectively, reflects an effective tax rate of 47 % and 40 %, respectively. The estimated annual effective tax rate exceeds the statutory federal tax rate of 21% primarily due to state and local taxes and nondeductible officers’ compensation.
On July 4, 2025, the Reconciliation Bill commonly known as the “One Big Beautiful Bill Act” (the “OBBBA”) was enacted into law. OBBBA includes a broad range of tax reform provisions affecting businesses, including extending and modifying certain key Tax Cuts & Jobs Act provisions (both domestic and international), expanding certain Inflation Reduction Act incentives, and accelerating the phase-out of others. The Company has analyzed the provisions of OBBBA and determined that the financial impact is not material to its interim or annual consolidated financial statements for the periods presented.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In this MD&A, there are statements concerning the future operating and future financial performance of Madison Square Garden Entertainment Corp. and its direct and indirect subsidiaries (collectively, “we,” “us,” “our,” “MSG Entertainment,” or the “Company”). Words such as “expects,” “anticipates,” “believes,” “estimates,” “may,” “will,” “should,” “could,” “potential,” “continue,” “intends,” “plans,” and similar words and terms used in the discussion of future operating and future financial performance identify forward-looking statements. Investors are cautioned that such forward-looking statements are not guarantees of future performance, results or events and involve risks and uncertainties and that actual results or developments may differ materially from the forward-looking statements as a result of various factors. Factors that may cause such differences to occur include, but are not limited to:
•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 Starring the Radio City Rockettes (the “Christmas Spectacular”), the sports teams whose games are played at Madison Square Garden (“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 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, including the impact of a recession on our business;
•the demand for sponsorship and suite arrangements;
•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 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;
•the impact on the payments we receive under the arena license agreements (the “Arena License Agreements”) that require the New York Knicks (the “Knicks”) of the National Basketball Association (the “NBA”) and the New York Rangers (the “Rangers”) of the National Hockey League (the “NHL”) to play their home games at The Garden as a result of government-mandated capacity restrictions, league restrictions and/or social-distancing or vaccination requirements, if any, at Knicks and Rangers games;
•changes in laws, guidelines, bulletins, directives, policies and agreements, and regulations under which we operate;
•any economic, social or political actions, such as boycotts, protests, work stoppages or campaigns by labor organizations, including the unions representing players and officials of the NBA and NHL, or other work stoppage;
•geopolitical risks, including the direct and indirect impact of foreign wars and conflicts, including the conflict with Iran and related unrest in the Middle East, on international, domestic and local economies;
•seasonal fluctuations and other variations in our operating results and cash flow from period to period;
•enhancements or changes to existing productions and the investments associated with such enhancements or changes;
•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;
•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;
•our ability to successfully integrate acquisitions, new venues or new businesses into our operations;
•our internal control environment and our ability to identify and remedy any future material weaknesses;
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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, 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;
•the impact of sports league rules, regulations and/or agreements and changes thereto;
•the substantial amount of debt incurred, the ability of our subsidiaries to make payments on, or repay or refinance, such debt under the National Properties Credit Agreement and our ability to obtain additional financing, to the extent required;
•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;
•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;
•the performance by Madison Square Garden Sports Corp. (together with its subsidiaries, as applicable, “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 distribution by Sphere Entertainment Co. (together with its subsidiaries, as applicable, “Sphere Entertainment”) of approximately 67% of the outstanding stock of the Company on April 20, 2023;
•failure of the Company or Sphere Entertainment to satisfy its obligations under various agreements with Sphere Entertainment, including the services agreement; and
•the additional factors described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended June 30, 2025 filed with the Securities and Exchange Commission on August 13, 2025 (the “2025 Form 10-K”).
We disclaim any obligation to update or revise the forward-looking statements contained herein, except as otherwise required by applicable federal securities laws. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
All dollar amounts included in the following MD&A are presented in thousands, except as otherwise noted.
Introduction
This MD&A is provided as a supplement to, and should be read in conjunction with, the Company’s unaudited condensed consolidated financial statements and accompanying notes thereto included in this Quarterly Report on Form 10-Q, as well as the 2025 Form 10-K, to help provide an understanding of our financial condition, changes in financial condition and results of operations. Unless the context otherwise requires, all references to “we”, “us”, “our”, “MSG Entertainment”, or the “Company” refer collectively to Madison Square Garden Entertainment Corp., a holding company, and its direct and indirect subsidiaries through which substantially all of our operations are conducted.
The Company operates and reports financial information in one segment.
The Company reports on a fiscal year basis ending on June 30th (“Fiscal Year”). In this MD&A, the years ending and ended on June 30, 2026 and 2025, respectively, are referred to as “Fiscal Year 2026” and “Fiscal Year 2025,” respectively.
This MD&A is organized as follows:
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.
22
Results of Operations. This section provides an analysis of our unaudited results of operations for the three and nine months ended March 31, 2026 and 2025.
Liquidity and Capital Resources. This section provides a discussion of our financial condition and liquidity, an analysis of our cash flows for the nine months ended March 31, 2026 and 2025, as well as certain contractual obligations.
Seasonality of Our Business. This section discusses the seasonal performance of our business.
Recently Issued Accounting Pronouncements and Critical Accounting Estimates. This section discusses accounting pronouncements that have been adopted by the Company and recently issued accounting pronouncements not yet adopted by the Company. This section should be read together with our critical accounting estimates, which are discussed in the 2025 Form 10-K under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recently Issued Accounting Pronouncements and Critical Accounting Estimates — Critical Accounting Estimates” and in the notes to the Audited Consolidated and Combined Annual Financial Statements of the Company included therein.
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.
We manage our business through one reportable segment. The Company’s portfolio of venues includes: The Garden, the Infosys Theater at Madison Square Garden, Radio City Music Hall, the Beacon Theatre, and The Chicago Theatre. 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. The Company owns The Garden, the Infosys Theater at Madison Square Garden, and The Chicago Theatre, and leases Radio City Music Hall and the Beacon Theatre.
All of the Company’s revenues and assets are attributed to or located in the United States and are primarily concentrated in the New York City metropolitan area.
Factors Affecting Results of Operations
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. These conditions may also affect the number of concerts, family shows and other events that take place in the future. An economic downturn could adversely affect our business and results of operations.
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Results of Operations
Comparison of the three and nine months ended March 31, 2026 versus the three and nine months ended March 31, 2025.
| Three Months Ended | ||||||||||||||||||||||||||
| March 31, | Change | |||||||||||||||||||||||||
| 2026 | 2025 | Amount | Percentage | |||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||
Revenues from entertainment offerings | $ | 165,688 | $ | 160,214 | $ | 5,474 | 3 | % | ||||||||||||||||||
| Food, beverage, and merchandise revenues | 45,081 | 45,808 | (727) | (2) | % | |||||||||||||||||||||
Arena license fees and other leasing revenue(a) | 35,491 | 36,443 | (952) | (3) | % | |||||||||||||||||||||
| Total revenues | 246,260 | 242,465 | 3,795 | 2 | % | |||||||||||||||||||||
| Direct operating expenses | ||||||||||||||||||||||||||
Entertainment offerings, arena license fees, and other leasing direct operating expenses(b) | (118,340) | (107,995) | (10,345) | (10) | % | |||||||||||||||||||||
Food, beverage, and merchandise direct operating expenses | (28,453) | (30,875) | 2,422 | 8 | % | |||||||||||||||||||||
Total direct operating expenses | (146,793) | (138,870) | (7,923) | (6) | % | |||||||||||||||||||||
Selling, general, and administrative expenses | (60,955) | (52,112) | (8,843) | (17) | % | |||||||||||||||||||||
| Depreciation and amortization | (13,788) | (14,372) | 584 | 4 | % | |||||||||||||||||||||
| Impairment of long-lived assets | — | (9,700) | 9,700 | NM | ||||||||||||||||||||||
| Restructuring charges | (8,623) | (84) | (8,539) | NM | ||||||||||||||||||||||
| Operating income | 16,101 | 27,327 | (11,226) | (41) | % | |||||||||||||||||||||
| Interest income | 2,245 | 710 | 1,535 | NM | ||||||||||||||||||||||
| Interest expense | (9,421) | (11,800) | 2,379 | 20 | % | |||||||||||||||||||||
| Other expense, net | (700) | (949) | 249 | 26 | % | |||||||||||||||||||||
| Income from operations before income taxes | 8,225 | 15,288 | (7,063) | (46) | % | |||||||||||||||||||||
| Income tax expense | (3,115) | (7,252) | 4,137 | 57 | % | |||||||||||||||||||||
| Net income | $ | 5,110 | $ | 8,036 | $ | (2,926) | (36) | % | ||||||||||||||||||
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| Nine Months Ended | ||||||||||||||||||||||||||
| March 31, | Change | |||||||||||||||||||||||||
| 2026 | 2025 | Amount | Percentage | |||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||
Revenues from entertainment offerings | $ | 657,451 | $ | 593,571 | $ | 63,880 | 11 | % | ||||||||||||||||||
| Food, beverage, and merchandise revenues | 132,242 | 124,104 | 8,138 | 7 | % | |||||||||||||||||||||
Arena license fees and other leasing revenue(a) | 74,769 | 70,921 | 3,848 | 5 | % | |||||||||||||||||||||
| Total revenues | 864,462 | 788,596 | 75,866 | 10 | % | |||||||||||||||||||||
| Direct operating expenses | ||||||||||||||||||||||||||
Entertainment offerings, arena license fees, and other leasing direct operating expenses(b) | (382,960) | (358,755) | (24,205) | (7) | % | |||||||||||||||||||||
Food, beverage, and merchandise direct operating expenses | (78,859) | (74,898) | (3,961) | (5) | % | |||||||||||||||||||||
Total direct operating expenses | (461,819) | (433,653) | (28,166) | (6) | % | |||||||||||||||||||||
Selling, general, and administrative expenses | (185,899) | (155,047) | (30,852) | (20) | % | |||||||||||||||||||||
| Depreciation and amortization | (41,846) | (42,336) | 490 | 1 | % | |||||||||||||||||||||
| Impairment of long-lived assets | (13,782) | (9,700) | (4,082) | (42) | % | |||||||||||||||||||||
| Restructuring charges | (10,939) | (14) | (10,925) | NM | ||||||||||||||||||||||
| Operating income | 150,177 | 147,846 | 2,331 | 2 | % | |||||||||||||||||||||
| Interest income | 3,578 | 1,447 | 2,131 | 147 | % | |||||||||||||||||||||
| Interest expense | (30,872) | (38,798) | 7,926 | 20 | % | |||||||||||||||||||||
| Other expense, net | (1,545) | (2,763) | 1,218 | 44 | % | |||||||||||||||||||||
| Income from operations before income taxes | 121,338 | 107,732 | 13,606 | 13 | % | |||||||||||||||||||||
| Income tax expense | (45,167) | (43,124) | (2,043) | (5) | % | |||||||||||||||||||||
| Net income | $ | 76,171 | $ | 64,608 | $ | 11,563 | 18 | % | ||||||||||||||||||
______________________________________________________
(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) $20,185 and $41,249 collected in cash for the three and nine months ended March 31, 2026, respectively, and $21,747 and $40,048 collected in cash for the three and nine months ended March 31, 2025, respectively, and (ii) a non-cash portion of $10,093 and $20,631 for the three and nine months ended March 31, 2026, respectively, and $11,848 and $21,832 for the three and nine months ended March 31, 2025, 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. As a result, the Company combines service and leasing direct operating expenses as “Entertainment offerings, arena license fees, and other leasing direct operating expenses” for presentation purposes.
NM — Absolute percentages greater than 200% and comparisons from positive to negative values or to zero values are considered not meaningful.
Revenues
Revenues for the three and nine months ended March 31, 2026 increased $3,795 and $75,866, respectively, as compared to the prior year periods.
Revenues from Entertainment Offerings
For the three months ended March 31, 2026, the increase in revenues from entertainment offerings of $5,474 was primarily due to (i) higher revenues subject to the sharing of economics with MSG Sports pursuant to the Arena License Agreements of $5,431, (ii) higher revenues from concerts of $3,732, (iii) higher revenues from venue-related sponsorship, signage, and suite license fees of $3,106, and (iv) higher revenues from the presentation of the Christmas Spectacular production of $1,313, partially offset by (v) lower revenues from other live entertainment and sporting events (excluding the Knicks and Rangers) of $7,714, all as compared to the prior year period.
The increase in revenues subject to the sharing of economics with MSG Sports pursuant to the Arena License Agreements of $5,431 was primarily due to higher suite license fee revenues (excluding the portion retained by the Company).
The increase in revenues from concerts of $3,732 was primarily due to an increase in the number of concerts at The Garden, partially offset by a decrease in the number of concerts at the Company’s theaters.
25
The increase in revenues from venue-related sponsorship, signage, and suite license fees of $3,106 was due to higher suite license fee revenues (excluding the portion shared with MSG Sports pursuant to the Arena License Agreements) and higher sponsorship and signage revenues.
The increase in revenues from the presentation of the Christmas Spectacular production of $1,313 was primarily due to an increase in ticket-related revenue, which reflected higher per-show revenue and one additional performance, both as compared to the prior year period. The increase in per-show revenue was primarily due to higher per-show attendance.
The decrease in revenues from other live entertainment and sporting events (excluding the Knicks and Rangers) of $7,714 was primarily due to a decrease in the number of events at the Company’s venues, partially offset by higher per-event revenue.
For the nine months ended March 31, 2026, the increase in revenues from entertainment offerings of $63,880 was primarily due to (i) higher revenues from the presentation of the Christmas Spectacular production of $20,749, (ii) higher revenues subject to the sharing of economics with MSG Sports pursuant to the Arena License Agreements of $11,700, (iii) higher revenues from other live entertainment and sporting events (excluding the Knicks and Rangers) of $10,866, (iv) higher revenues from concerts of $10,769, and (v) higher revenues from venue-related sponsorship, signage, and suite license fees of $8,723, all as compared to the prior year period.
The increase in revenues from the presentation of the Christmas Spectacular production of $20,749 was primarily due to an increase in ticket-related revenue, which reflected fifteen additional shows and higher per-show revenue, both as compared to the prior year period. The increase in per-show revenue was primarily due to higher per-show attendance and higher average ticket yield.
The increase in revenues subject to the sharing of economics with MSG Sports pursuant to the Arena License Agreements of $11,700 was primarily due to higher suite license fee revenues (excluding the portion retained by the Company).
The increase in revenues from other live entertainment and sporting events (excluding the Knicks and Rangers) of $10,866 was primarily due to higher per-event revenue and an increase in the number of events at The Garden, partially offset by a decrease in the number of events at the Company’s theaters.
The increase in revenues from concerts of $10,769 was primarily due to higher per-concert revenue and an increase in the number of concerts at The Garden.
The increase in revenues from venue-related sponsorship, signage, and suite license fees of $8,723 was due to higher suite license fee revenues (excluding the portion shared with MSG Sports pursuant to the Arena License Agreements) and higher sponsorship and signage revenues.
Food, Beverage, and Merchandise Revenues
For the three months ended March 31, 2026, the decrease in food, beverage, and merchandise revenues of $727 was primarily due to (i) lower food and beverage sales of $2,788 at Knicks and Rangers games, partially offset by (ii) higher food and beverage sales of $2,354 at concerts at the Company’s venues, all as compared to the prior year period.
The decrease in food and beverage sales at Knicks and Rangers games of $2,788 was primarily due to the impact of a combined five fewer Knicks and Rangers games played at The Garden.
The increase in food, beverage, and merchandise sales from concerts of $2,354 was primarily due to an increase in the number of concerts at The Garden, partially offset by a decrease in the number of concerts at the Company’s theaters.
For the nine months ended March 31, 2026, the increase in food, beverage, and merchandise revenues of $8,138 was primarily due to (i) higher food and beverage sales at other live entertainment and sporting events (excluding the Knicks and Rangers) of $3,483, (ii) higher food, beverage, and merchandise sales related to the Christmas Spectacular production of $2,874, and (iii) higher food and beverage sales of $1,520 at concerts at the Company’s venues, all as compared to the prior year period.
The increase in food and beverage sales at other live entertainment and sporting events (excluding the Knicks and Rangers) of $3,483 was primarily due to an increase in the number of events at The Garden.
The increase in food, beverage, and merchandise sales related to the Christmas Spectacular production of $2,874 was due to higher per-show revenues and, to a lesser extent, fifteen additional performances.
The increase in food, beverage, and merchandise sales of $1,520 from concerts was primarily due to an increase in the number of concerts at the Company’s venues.
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Arena License Fees and Other Leasing Revenue
For the three months ended March 31, 2026, the decrease in arena license fees and other leasing revenue of $952 was primarily due to lower arena license fees from MSG Sports pursuant to the Arena License Agreements due to fewer Knicks and Rangers games played at The Garden as compared to the prior year period, partially offset by an increase in other leasing revenue.
For the nine months ended March 31, 2026, the increase in arena license fees and other leasing revenue of $3,848 was primarily due to an increase in other leasing revenue.
For the three and nine months ended March 31, 2026, the Knicks and Rangers played a combined 38 and 79 pre/regular season games at The Garden, respectively, as compared to 43 and 80 combined pre/regular season games, respectively, in the prior year periods.
Direct operating expenses
Direct operating expenses for the three and nine months ended March 31, 2026 increased $7,923 and $28,166, respectively, as compared to the prior year periods.
Direct Operating Expenses Associated with Entertainment Offerings, Arena License Fees and Other Leasing
For the three months ended March 31, 2026, the increase in direct operating expenses associated with entertainment offerings, arena license fees, and other leasing of $10,345 primarily reflects (i) higher direct operating expenses subject to the sharing of economics with MSG Sports pursuant to the Arena License Agreements of $5,035, primarily due to expenses incurred as a result of the increase in suite license fee revenues, (ii) higher direct operating expenses from concerts of $2,603, primarily due to an increase in the number of concerts at The Garden, partially offset by a decrease in the number of concerts at the Company’s theaters, (iii) an increase in venue operating costs of $2,397, primarily due to higher employee compensation and benefits, as well as higher repairs and maintenance expenses, and (iv) higher costs from venue-related sponsorship, signage, and suite license fees of $808, primarily due to expenses incurred as a result of the increase in sponsorship and signage revenues and suite license fee revenues, partially offset by (v) lower direct operating expenses from other live entertainment and sporting events (excluding the Knicks and Rangers) of $2,001, due to a decrease in the number of events at the Company’s venues, partially offset by higher per-event expenses, all as compared to the prior year period.
For the nine months ended March 31, 2026, the increase in direct operating expenses associated with entertainment offerings, arena license fees, and other leasing of $24,205 primarily reflects (i) higher direct operating expenses subject to the sharing of economics with MSG Sports pursuant to the Arena License Agreements of $10,588, primarily due to expenses incurred as a result of the increase in suite license revenues, (ii) higher direct operating expenses from other live entertainment and sporting events (excluding the Knicks and Rangers) of $5,863, primarily due to higher-per event expenses and an increase in the number of events at The Garden, partially offset by a decrease in the number of events at the Company’s theaters, (iii) higher direct operating expenses related to the Christmas Spectacular production of $4,759, primarily due to fifteen additional shows, and (iv) higher costs from venue-related sponsorship, signage, and suite license fees of $1,909, primarily due to expenses incurred as a result of the increase in suite license revenues, all as compared to the prior year period.
Direct Operating Expenses Associated with Food, Beverage, and Merchandise
For the three months ended March 31, 2026, the decrease in food, beverage, and merchandise direct operating expenses of $2,422 primarily reflects lower food, beverage and merchandise costs related to Knicks and Rangers games at The Garden, partially offset by higher food and beverage costs related to concerts, all as compared to the prior year period.
For the nine months ended March 31, 2026, the increase in food, beverage, and merchandise direct operating expenses of $3,961 primarily reflects higher food, beverage, and merchandise costs related to other live entertainment and sporting events (excluding the Knicks and Rangers), the Christmas Spectacular production, and concerts, all as compared to the prior year period.
Selling, general, and administrative expenses
For the three and nine months ended March 31, 2026, selling, general, and administrative expenses increased $8,843 and $30,852, respectively, as compared to the prior year periods.
For the three months ended March 31, 2026, the increase of $8,843 was primarily due to (i) an increase in employee compensation and benefits, (ii) higher rent expense, and (iii) other cost increases.
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For the nine months ended March 31, 2026, the increase of $30,852 was primarily due to (i) an increase in employee compensation and benefits, including $3,970 in executive management transition costs in the current year period as compared to $4,562 of executive management transition costs in the prior year period, (ii) higher rent expense, and (iii) other cost increases.
Impairment of long-lived assets
For the three and nine months ended March 31, 2026, impairment of long-lived assets decreased $9,700 and increased $4,082, respectively, as compared to the prior year periods, primarily due to the timing of when impairment losses were recognized on the Company’s right-of-use lease assets in its New York corporate office. In Fiscal Year 2026 impairment losses of $13,782 were recognized in the three months ended September 30, 2025, while in Fiscal Year 2025 impairment losses of $9,700 were recognized in the three months ended March 31, 2025.
Restructuring charges
For the three and nine months ended March 31, 2026, restructuring charges increased $8,539 and $10,925, respectively, as compared to the prior year periods, which primarily reflects termination benefits provided as part of a voluntary exit program the Company implemented during the three months ended March 31, 2026.
Operating income
For the three and nine months ended March 31, 2026, operating income decreased by $11,226 and increased by $2,331, respectively, as compared to the prior year periods. The decrease in operating income for the three months ended March 31, 2026 was primarily due to an increase in selling, general and administrative expenses, restructuring charges, and direct operating expenses, partially offset by a decrease in impairment of long-lived assets, and an increase in revenues. The increase in operating income for the nine months ended March 31, 2026 was primarily due to an increase in revenues, partially offset by an increase in selling, general and administrative expenses, direct operating expenses, restructuring charges, and impairment of long-lived assets.
Interest income
For the three and nine months ended March 31, 2026, interest income increased $1,535 and $2,131, respectively, as compared to the prior year periods, primarily due to higher average balances in the Company’s cash, cash equivalents and restricted cash.
Interest expense
For the three and nine months ended March 31, 2026, interest expense decreased $2,379 and $7,926, respectively, as compared to the prior year periods primarily due to lower average interest rates and lower average borrowings under the National Properties Facilities (as defined below under Liquidity and Capital Resources).
Other expense, net
For the three and nine months ended March 31, 2026, other expense, net decreased $249 and $1,218, respectively, as compared to the prior year periods. The decrease in other expense, net for the three months ended March 31, 2026 was primarily due to lower net periodic benefit costs associated with the Company’s funded and unfunded and qualified and non-qualified defined benefit plans. The decrease in other expense, net for the nine months ended March 31, 2026 was primarily due to (i) lower net periodic benefit costs associated with the Company’s defined benefit plans, and (ii) an increase in unrealized gains associated with the Company’s Executive Deferred Compensation Plan.
Income tax expense
In general, the Company is required to use an estimated annual effective tax rate to measure the tax benefit or tax expense recognized in an interim period. The estimated annual effective tax rate is revised on a quarterly basis.
See Note 12. Additional Financial Information to the condensed consolidated financial statements included in “— Item 1. Financial Statements” of this Quarterly Report on Form 10-Q for discussions of the Company’s income tax expense.
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Adjusted operating income (“AOI”)
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 other long-lived assets, including right-of-use lease assets and related lease costs,
(ii) share-based compensation expense,
(iii) restructuring charges or credits,
(iv) merger, spin-off, and acquisition-related costs, including merger-related litigation expenses,
(v) gains or losses on sales or dispositions of businesses and associated settlements,
(vi) the impact of purchase accounting adjustments related to business acquisitions,
(vii) amortization for capitalized cloud computing arrangement costs, and
(viii) gains and losses related to the remeasurement of liabilities under the Executive Deferred Compensation Plan.
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 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, 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 basis. AOI and similar measures with similar titles are common performance measures used by investors and analysts to analyze the Company’s performance. The Company uses revenues and AOI measures as the most important indicators of its business performance and evaluates management’s effectiveness with specific reference to these indicators.
AOI should be viewed as a supplement to and not a substitute for operating income, net income, cash flows from operating activities, and other measures of performance and/or liquidity presented in accordance with GAAP. Since AOI is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other companies. The Company has presented the components that reconcile operating income, the most directly comparable GAAP financial measure, to AOI.
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The following is a reconciliation of operating income to adjusted operating income for the three and nine months ended March 31, 2026 as compared to the prior year periods:
| Three Months Ended | ||||||||||||||||||||||||||
| March 31, | Change | |||||||||||||||||||||||||
| 2026 | 2025 | Amount | Percentage | |||||||||||||||||||||||
| Operating income | $ | 16,101 | $ | 27,327 | $ | (11,226) | (41) | % | ||||||||||||||||||
| Depreciation and amortization | 13,788 | 14,372 | (584) | (4) | % | |||||||||||||||||||||
| Impairment of long-lived assets and related lease costs | 938 | 9,700 | (8,762) | (90) | % | |||||||||||||||||||||
| Share-based compensation | 6,689 | 6,250 | 439 | 7 | % | |||||||||||||||||||||
| Restructuring charges | 8,623 | 84 | 8,539 | NM | ||||||||||||||||||||||
| Amortization for capitalized cloud computing arrangement costs | 19 | 183 | (164) | (90) | % | |||||||||||||||||||||
| Remeasurement of deferred compensation plan liabilities | (122) | (45) | (77) | (171) | % | |||||||||||||||||||||
| Adjusted operating income | $ | 46,036 | $ | 57,871 | $ | (11,835) | (20) | % | ||||||||||||||||||
| Nine Months Ended | ||||||||||||||||||||||||||
| March 31, | Change | |||||||||||||||||||||||||
| 2026 | 2025 | Amount | Percentage | |||||||||||||||||||||||
| Operating income | $ | 150,177 | $ | 147,846 | $ | 2,331 | 2 | % | ||||||||||||||||||
| Depreciation and amortization | 41,846 | 42,336 | (490) | (1) | % | |||||||||||||||||||||
| Impairment of long-lived assets and related lease costs | 16,016 | 9,700 | 6,316 | 65 | % | |||||||||||||||||||||
| Share-based compensation | 24,019 | 21,834 | 2,185 | 10 | % | |||||||||||||||||||||
| Restructuring charges | 10,939 | 14 | 10,925 | NM | ||||||||||||||||||||||
Merger, spin-off, and acquisition-related costs | — | 1,361 | (1,361) | NM | ||||||||||||||||||||||
| Amortization for capitalized cloud computing arrangement costs | 225 | 552 | (327) | (59) | % | |||||||||||||||||||||
| Remeasurement of deferred compensation plan liabilities | 325 | 149 | 176 | 118 | % | |||||||||||||||||||||
| Adjusted operating income | $ | 243,547 | $ | 223,792 | $ | 19,755 | 9 | % | ||||||||||||||||||
________________________________________________________
NM — Absolute percentages greater than 200% and comparisons from positive to negative values or to zero values are considered not meaningful.
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Liquidity and Capital Resources
Sources and Uses of Liquidity
Our primary sources of liquidity are cash and cash equivalents, cash flows from the operations of our businesses and available borrowing capacity under the National Properties Revolving Credit Facility (as defined below). Our principal uses of cash include working capital-related items (including funding our operations), capital spending, debt service, investments and related loans and advances that we may fund from time to time. 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 $44,796 remaining as of March 31, 2026. 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. To the extent that we desire to access alternative sources of funding through the capital and credit markets, market conditions could adversely impact our ability to do so at that time.
We regularly monitor and assess our ability to meet our net funding and investing requirements. As of March 31, 2026, the Company’s unrestricted cash and cash equivalents balance was $323,094. The principal balance of the Company’s total debt outstanding as of March 31, 2026 was $586,524 and the Company had $131,831 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.
National Properties Facilities
General. On June 27, 2025, MSG National Properties, LLC (“MSG National Properties”), MSG Entertainment Holdings, LLC (“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 March 31, 2026, outstanding letters of credit were $18,169 and the remaining balance available under the National Properties Revolving Credit Facility was $131,831.
Proceeds. 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.
Interest Rates. 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 Secured Overnight Financing Rate (“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. MSG National Properties is also required to pay customary letter of credit fees, as well as fronting fees, to banks that issue letters of credit pursuant to the National Properties Credit Agreement. The interest rate on the National Properties Term Loan Facility as of March 31, 2026 was 5.67%.
Principal Repayments. 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 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 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
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certain sales of assets or casualty insurance and/or condemnation recoveries (subject to certain reinvestment, repair or replacement rights), subject to certain exceptions.
Covenants. 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 March 31, 2026, MSG National Properties and its restricted subsidiaries were in compliance with the covenants of the National Properties Credit Agreement.
In addition to the financial covenants discussed above, the National Properties Credit Agreement and the related security agreement contain certain customary representations and warranties, affirmative and negative covenants and events of default. The National Properties Credit Agreement contains certain restrictions on the ability of MSG National Properties and its restricted subsidiaries to take certain actions as provided in (and subject to various exceptions and baskets set forth in) the National Properties Credit Agreement, including the following: (i) incur additional indebtedness; (ii) create liens on certain assets; (iii) make investments, loans or advances in or to other persons; (iv) pay dividends and distributions or repurchase capital stock (which will restrict the ability of MSG National Properties to make cash distributions to the Company); (v) repay, redeem or repurchase certain indebtedness; (vi) change its lines of business; (vii) engage in certain transactions with affiliates; (viii) amend their respective organizational documents; (ix) merge or consolidate; and (x) make certain dispositions.
Guarantors and Collateral. All obligations under the National Properties Facilities are guaranteed by MSG Entertainment Holdings and MSG National Properties’ existing and future direct and indirect domestic subsidiaries, other than the subsidiaries that own The Garden and certain other excluded subsidiaries (the “Subsidiary Guarantors”). 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 Chicago Theatre or the leasehold interests in Radio City Music Hall or the Beacon Theatre.
Contractual Obligations
The Company did not have any material changes in its contractual obligations since the end of Fiscal Year 2025 other than activities in the ordinary course of business. See Note 7. Commitments and Contingencies, to the condensed consolidated financial statements included in “— Item 1. Financial Statements” of this Quarterly Report on Form 10-Q for further details on the Company’s contractual obligations.
Cash Flow Discussion
As of March 31, 2026, cash, cash equivalents and restricted cash totaled $323,653, as compared to $43,538 as of June 30, 2025. The following table summarizes the Company’s cash flow activities for the nine months ended March 31, 2026 and 2025:
| Nine Months Ended | ||||||||||||||
| March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Net cash provided by operating activities | $ | 368,053 | $ | 142,308 | ||||||||||
| Net cash used in investing activities | (25,455) | (19,379) | ||||||||||||
| Net cash used in financing activities | (62,483) | (67,010) | ||||||||||||
| Net increase in cash, cash equivalents, and restricted cash | $ | 280,115 | $ | 55,919 | ||||||||||
Operating Activities
Net cash provided by operating activities for the nine months ended March 31, 2026 increased by $225,745 as compared to the prior year period, primarily due to an increase in cash flows from changes in working capital of $230,330, partially offset by lower net income adjusted for non-cash items of $4,585. The increase in cash flows from changes in working capital was mainly driven by (i) net cash inflows for accrued and other current and non-current liabilities, primarily due to lower payments to promoters due to the timing of event settlements in the current year period, compared to net cash outflows primarily as a result of employee-related costs and associated payroll taxes, and higher payments to promoters driven by the timing of event settlements in the prior year period, (ii) a larger increase in deferred revenue, due to net cash inflows from ticket sales for future events, and the timing of billings and recognition of sponsorship and signage revenues and (iii) smaller net cash outflows from accounts payable, primarily due to the timing
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of event settlements. These increases were partially offset by smaller net cash inflows from accounts receivable, due to the timing of cash collections related to sponsorship and signage, and suite licenses, in each case as compared to the prior year period.
Investing Activities
Net cash used in investing activities for the nine months ended March 31, 2026 increased by $6,076 to $25,455 as compared to the prior year period due to an increase in capital expenditures.
Financing Activities
Net cash used in financing activities for the nine months ended March 31, 2026 decreased by $4,527 to $62,483 as compared to the prior year period primarily due to (i) a decrease in stock repurchases, and (ii) lower principal repayments under the National Properties Facilities, partially offset by (iii) a decrease in proceeds received from borrowings under the National Properties Revolving Credit Facility.
Seasonality of Our Business
The revenues the Company earns from the Christmas Spectacular and arena license fees from MSG Sports in connection with the Knicks’ and Rangers’ use of The Garden generally means the Company earns a disproportionate share of its revenues and operating income in the second and third quarters of the Company’s fiscal year, with the first and fourth fiscal quarters being disproportionately lower.
Recently Issued Accounting Pronouncements and Critical Accounting Estimates
Recently Issued Accounting Pronouncements
See Note 2. Summary of Significant Accounting Policies, to the condensed consolidated financial statements included in “— Item 1. Financial Statements” of this Quarterly Report on Form 10-Q for discussion of recently issued accounting pronouncements.
Critical Accounting Estimates
There have been no material changes to the Company’s critical accounting estimates from those set forth in the 2025 Form 10-K.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There were no material changes to the disclosures regarding market risks in connection with our pension and postretirement plans. See Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of the 2025 Form 10-K.
Potential Interest Rate Risk Exposure
The Company, through its subsidiary, MSG National Properties, is subject to potential interest rate risk exposure related to borrowings incurred under its credit facilities. Changes in interest rates may increase interest expense payments with respect to any borrowings incurred under these credit facilities. The effect of a hypothetical 200 basis point increase in floating interest rate prevailing as of March 31, 2026 and continuing for a full year would increase the Company’s interest expense on the outstanding amounts under the credit facilities by $11,730.
Item 4. Controls and Procedures
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 of 1934, as amended (the “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 March 31, 2026.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Item 5. Other Information
On February 25, 2026 , James L. Dolan , the Company’s Executive Chairman and Chief Executive Officer , agreed to pledge 332,392 shares of Class A Common Stock of the Company (and certain trusts for the benefit of members of the Dolan family agreed to pledge 51,059 shares of Class A Common Stock of the Company) to JPMorgan Chase Bank, N.A. to secure obligations under a Secured Margin Line of Credit Note (the “Note”) pursuant to a Margin Line of Credit Collateral Agreement (the “Collateral Agreement”). Extensions of credit under the Note shall be made from time to time for various tenors as set forth in the Note. The transactions contemplated by the Collateral Agreement are intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is a defendant in various lawsuits. Although the outcome of these lawsuits cannot be predicted with certainty (including the extent of available insurance, if any), management does not believe that resolution of these lawsuits will have a material adverse effect on the Company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On March 29, 2023, the Company’s Board of Directors authorized a share repurchase program to repurchase up to $250 million 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. For the three months ended March 31, 2026, the Company did not repurchase any shares of Class A Common Stock, and for the nine months ended March 31, 2026, the Company repurchased 623,271 shares of Class A Common Stock for approximately $25 million. As of March 31, 2026, the Company had approximately $45 million remaining available for repurchases under the Stock Repurchase Program.
Item 6. Exhibits
(a) Index to Exhibits
_________________
EXHIBIT NO. | DESCRIPTION | |||||||
101 | The following materials from the Madison Square Garden Entertainment Corp. Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) condensed consolidated balance sheets, (ii) condensed consolidated statements of operations, (iii) condensed consolidated statements of comprehensive income, (iv) condensed consolidated statements of cash flows, (v) condensed consolidated statements of equity (deficit), and (vi) notes to condensed consolidated financial statements. | |||||||
104 | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 formatted in Inline XBRL and contained in Exhibit 101. | |||||||
† This exhibit is a management contract or a compensatory plan or arrangement.
* Furnished herewith. These exhibits shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibits shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 7th day of May 2026.
| Madison Square Garden Entertainment Corp. | ||||||||
| By: | /s/ DAVID J. COLLINS | |||||||
| Name: | David J. Collins | |||||||
| Title: | Executive Vice President and Chief Financial Officer | |||||||
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Exhibit 31.1
Certification
I, James L. Dolan, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Madison Square Garden Entertainment Corp.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 7, 2026
| /s/ JAMES L. DOLAN | ||
| James L. Dolan | ||
| Executive Chairman and Chief Executive Officer | ||
Exhibit 31.2
Certification
I, David J. Collins, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Madison Square Garden Entertainment Corp.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 7, 2026
| /s/ DAVID J. COLLINS | ||
| David J. Collins | ||
| Executive Vice President and Chief Financial Officer | ||
Exhibit 32.1
Certification
Pursuant to 18 U.S.C. §1350, the undersigned officer of Madison Square Garden Entertainment Corp. (the “Company”), hereby certifies, to such officer’s knowledge, that the Company’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2026 (the “Report”) fully complies with the requirements of §13(a) or §15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 7, 2026
| /s/ JAMES L. DOLAN | ||
| James L. Dolan | ||
| Executive Chairman and Chief Executive Officer | ||
The foregoing certification is being furnished solely pursuant to 18 U.S.C. §1350 and is not being filed as part of the Report or as a separate disclosure document.
Exhibit 32.2
Certification
Pursuant to 18 U.S.C. §1350, the undersigned officer of Madison Square Garden Entertainment Corp. (the “Company”), hereby certifies, to such officer’s knowledge, that the Company’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2026 (the “Report”) fully complies with the requirements of §13(a) or §15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 7, 2026
| /s/ DAVID J. COLLINS | ||
| David J. Collins | ||
| Executive Vice President and Chief Financial Officer | ||
The foregoing certification is being furnished solely pursuant to 18 U.S.C. §1350 and is not being filed as part of the Report or as a separate disclosure document.