Madison Square Garden Entertainment Corp 10-K for FY2024

Madison Square Garden Entertainment Corp. (MSGE)

10-K 2024-08-16 For: 2024-06-30

Added on April 11, 2026

About this 10-K

Madison Square Garden Entertainment Corp filed this 10-K on August 16, 2024, covering the fiscal year ended June 30, 2024 (FY2024).

Headline figures

Fiscal year ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $959.27M; up 12.7% from $851.5M a year earlier
Net income: $144.3M; up 88.4% from net income of $76.6M a year earlier
Diluted EPS: $2.97; up 102.0% from $1.47 a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


Delaware						92-0318813
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	MSGE	New York Stock Exchange


Class A Common Stock par value $0.01 per share	—	41,190,264
Class B Common Stock par value $0.01 per share	—	6,866,754


			Page
PART I

Item 1. Business			1

Item 1A. Risk Factors			11

Item 1B. Unresolved Staff Comments			23

Item 1C. Cybersecurity			24

Item 2. Properties			25

Item 3. Legal Proceedings			25

Item 4. Mine Safety Disclosures			25

PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			26

Item 6. [Reserved]			27

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			28

Item 7A. Quantitative and Qualitative Disclosures about Market Risk			44

Item 8. Financial Statements and Supplementary Data			44

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			45

Item 9A. Controls and Procedures			45

Item 9B. Other Information			45

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			45

PART III

Item 10. Directors, Executive Officers and Corporate Governance			46

Item 11. Executive Compensation			46

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			46

Item 13. Certain Relationships and Related Transactions, and Director Independence			46

Item 14. Principal Accountant Fees and Services			46

PART IV

Item 15. Exhibits and Financial Statement Schedules			47

Item 16. Form 10-K Summary			51


	Base Period 4/21/23		6/30/23		6/30/24
Madison Square Garden Entertainment Corp.	$	100.00	$	108.49	$	110.45
Russell 2000 Index	100.00		105.80		116.44
Bloomberg Americas Entertainment Index	100.00		108.33		109.27


☑			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


			☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Years Ended June 30,				Change
	2024		2023		Amount		Percentage
Revenues
Revenues from entertainment offerings	$	723,897	$	643,885	$	80,012	12	%
Food, beverage, and merchandise revenues	162,092		135,933		26,159		19	%
Arena license fees and other leasing revenue	73,276		71,678		1,598		2	%
Total revenues	959,265		851,496		107,769		13	%
Direct operating expenses
Entertainment offerings, arena license fees, and other leasing direct operating expenses (a)	(475,502)		(420,301)		(55,201)		(13)	%
Food, beverage, and merchandise direct operating expenses	(93,334)		(79,628)		(13,706)		(17)	%
Total direct operating expenses	(568,836)		(499,929)		(68,907)		(14)	%
Selling, general and administrative expenses	(206,963)		(180,216)		(26,747)		(15)	%
Depreciation and amortization	(53,876)		(60,463)		6,587		11	%


Gains, net on dispositions	—		4,361		(4,361)		NM
Restructuring charges	(17,649)		(10,241)		(7,408)		(72)	%
Operating income	111,941		105,008		6,933		7	%

Interest income	2,976		7,244		(4,268)		(59)	%
Interest expense	(57,954)		(51,869)		(6,085)		(12)	%

Other (expense) income, net	(4,672)		17,389		(22,061)		NM
Income from operations before income taxes	52,291		77,772		(25,481)		(33)	%
Income tax benefit (expense)	92,009		(1,728)		93,737		NM
Net income	144,300		76,044		68,256		90	%
Less: Net loss attributable to nonredeemable noncontrolling interests	—		(553)		553		NM
Net income attributable to MSG Entertainment’s stockholders	$	144,300	$	76,597	$	67,703	88	%


	Payments Due by Period (c)
	Total		Year 1		Years 2-3		Years 4-5		More Than 5 Years






Leases (a)	$	889,726	$	7,353	84,285		89,853		$	708,235
Debt repayments (b)	625,625		16,250		609,375		—		—

Total future contractual obligation payments	$	1,515,351	$	23,603	$	693,660	$	89,853	$	708,235


	Commitments
	June 30, 2025		June 30, 2026		June 30, 2027		June 30, 2028		June 30, 2029		Thereafter		Total

Contractual obligations	$	12,924	$	5,272	$	12,701	$	12,823	$	12,896	$	247,735	$	304,351
Letters of credit	18,827		—		—		—		—		—		18,827

Total commitments	$	31,751	$	5,272	$	12,701	$	12,823	$	12,896	$	247,735	$	323,178


		Page No.
The following documents are filed as part of this report:

1.	The financial statements as indicated in the index set forth on page	F-1

2.	Financial statement schedule:
	Schedule supporting consolidated and combined financial statements:
	Schedule II — Valuation and Qualifying Accounts	52
	Schedules other than that listed above have been omitted, since they are either not applicable, not required or the information is included elsewhere herein.

3.	Exhibits:


EXHIBIT NO.						DESCRIPTION
2.1						Distribution Agreement, dated as of March 29, 2023, between Sphere Entertainment Co. (formerly Madison Square Garden Entertainment Corp.) and Madison Square Garden Entertainment Corp. (formerly MSGE Spinco Inc.) (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form 10 (file No. 001-41627) filed on March 30 , 2023).
2.2						Contribution Agreement, dated as of March 29, 2023, between Sphere Entertainment Co. (formerly Madison Square Garden Entertainment Corp.), Sphere Entertainment Group, LLC (formerly MSG Entertainment Group, LLC) and Madison Square Garden Entertainment Corp. (formerly MSGE Spinco Inc.) (incorporated by reference to Exhibit 2.2 to the Company’s Registration Statement on Form 10 (file No. 001-41627) filed on March 30 , 2023).
3.1						Second Amended and Restated Certificate of Incorporation of Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc.), dated April 20, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on April 24, 2023).
3.2						Amended By-Laws of Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc.), dated April 20, 2023 (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on April 24, 2023).
4.1						Registration Rights Agreement, dated March 31, 2023, by and among Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc.) and The Charles F. Dolan Children Trusts (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on April 24, 2023).
4.2						Registration Rights Agreement, dated March 31, 2023, by and among Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc.) and The Dolan Family Affiliates (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on April 24, 2023).
4.3						Description of Capital Stock (incorporated by reference to Exhibit 4.4 to the Company ’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 filed on August 18, 2023).
10.1						Transition Services Agreement, dated as of March 29, 2023, between Sphere Entertainment Co. (formerly Madison Square Garden Entertainment Corp.) and Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc.) (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 10 (file No. 001-41627) filed on March 30 , 2023).
10.2						Tax Disaffiliation Agreement, dated as of March 29, 2023, between Sphere Entertainment Co. (formerly Madison Square Garden Entertainment Corp.) and Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc.) (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10 (file No. 001-41627) filed on March 30 , 2023).
10.3						Employee Matters Agreement, dated as of March 29, 2023, between Sphere Entertainment Co. (formerly Madison Square Garden Entertainment Corp.) and Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc.) (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form 10 (file No. 001-41627) filed on March 30 , 2023).
10.4						2023 Employee Stock Plan (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed on April 19, 2023). †
10.5						2023 Stock Plan for Non-Employee Directors (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 filed on April 19, 2023). †


EXHIBIT NO.						DESCRIPTION
10.6						Form of Indemnification Agreement between Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc.) and its Directors and Officers (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).
10.7						Form of Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc.) Non-Employee Director Award Agreement (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form 10 filed on March 30, 2023). †
10.8						Form of Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc.) Restricted Stock Units Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed May 18, 2023). †
10.9						Form of Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc.) Performance Restricted Stock Units Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed May 18, 2023). †
10.1 0						Form of Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc.) Option Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed May 18, 2023). †
10.1 1						Form of Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc.) Performance Option Agreement (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed May 18, 2023). †
10.1 2						Form of Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc.) Restricted Stock Units Agreement in respect of Sphere Entertainment Co. Restricted Stock Units (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed May 18, 2023). †
10.1 3						Form of Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc.) Option Agreement in respect of Sphere Entertainment Co. Options (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed May 18, 2023). †
10.1 4						Form of Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc.) Performance Restricted Stock Units in respect of Sphere Entertainment Co. Performance Restricted Stock Units (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed May 18, 2023). †
10.1 5						Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc.) Executive Deferred Compensation Plan, as amended and restated (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on April 24, 2023). †
10.1 6						Lease Agreement, between RCPI Trust and Radio City Productions LLC, relating to Radio City Music Hall, dated December 4, 1997 (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form 10 filed on March 30, 2023). *
10.1 7						First Amendment to Lease Agreement, dated December 4, 1997, between RCPI Trust and Radio City Productions LLC, dated February 19, 1999 (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).
10.1 8						Second Amendment to Lease Agreement, dated December 4, 1997, between RCPI Landmark Properties, L.L.C. and Radio City Productions LLC, dated November 6, 2002 (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form 10 filed on March 30, 2023). *
10.19						Third Amendment to Lease Agreement, dated December 4, 1997, between RCPI Landmark Properties, L.L.C. and Radio City Productions LLC, dated August 14, 2008 (incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement on Form 10 filed on March 30, 2023). *
10.2 0						Fourth Amendment to Lease Agreement, dated December 4, 1997, between RCPI Landmark Properties, L.L.C. and Radio City Productions LLC, dated January 24, 2011 (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form 10 filed on March 30, 2023). *
10.2 1						Fifth Amendment to Lease Agreement, dated December 4, 1997, between RCPI Landmark Properties, L.L.C. and Radio City Productions LLC, dated July 18, 2018 (incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).
10.22						Sixth Amendment to Lease Agreement, dated December 4, 1997, between RCPI Landmark Properties, L.L.C. and Radio City Productions LLC, dated July 1, 2021 (incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form 10 filed on March 30, 2023). *
10.2 3						Seventh Amendment to Lease Agreement, dated December 4, 1997, between RCPI Landmark Properties, L.L.C. and Radio City Productions LLC, dated April 18, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 24, 2023). *


EXHIBIT NO.						DESCRIPTION
10.2 4						First Renewal Option Extension Letter amending Lease Agreement, dated December 4, 1997, by and between RCPI Landmark Properties, L.L.C. and Radio City Productions LLC (as amended), dated February 24, 2021 (incorporated by reference to Exhibit 10.24 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).
10.2 5						Second Renewal Option Extension Letter amending Lease Agreement, dated December 4, 1997, by and between RCPI Landmark Properties, L.L.C. and Radio City Productions LLC (as amended), dated March 25, 2021 (incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).
10.2 6						Third Renewal Option Extension Letter amending Lease Agreement, dated December 4, 1997, by and between RCPI Landmark Properties, L.L.C. and Radio City Productions LLC (as amended), dated April 29, 2021 (incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).
10.2 7						Guaranty of Lease, dated April 18, 2023, by Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc.) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 24, 2023). *
10.2 8						Summary of Office Space Arrangement, between MSG Entertainment Group, LLC (formerly MSG Sports & Entertainment, LLC) and the Knickerbocker Group LLC. (incorporated by reference to Exhibit 10.28 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).
10.29						Aircraft Support Services Agreement, dated December 17, 2018, between MSG Entertainment Group, LLC (formerly MSG Sports & Entertainment, LLC) and the Dolan Family Members (for the DFO G550) (incorporated by reference to Exhibit 10.29 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).
10.3 0						Amendment No. 1 to Aircraft Support Services Agreement, dated December 17, 2018, between MSG Entertainment Group, LLC (formerly MSG Sports & Entertainment, LLC) and the Dolan Family Members (for the DFO G550), effective as of May 10, 2022 (incorporated by reference to Exhibit 10.30 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).
10.3 1						Amendment No. 2 to Aircraft Support Services Agreement, effective as of May 16, 2023, by and between MSG Entertainment Holdings, LLC (as successor-in-interest to MSG Entertainment Group, LLC) and the Dolan Family Members (for the DFO G550) (incorporated by reference to Exhibit 10.32 to the Company’s Registration Statement on Form S-1 filed on June 20, 2023).
10.3 2						Flight Crew Services Agreement, dated May 6, 2019, between DFO and MSG Entertainment Group, LLC (formerly MSG Sports & Entertainment, LLC) (for the Challenger) (incorporated by reference to Exhibit 10.31 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).
10.3 3						Dry Lease Agreement, dated December 17, 2018, between Sterling2K LLC and MSG Entertainment Group, LLC (formerly MSG Sports & Entertainment, LLC) (for the DFO G550) (incorporated by reference to Exhibit 10.32 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).
10.3 4						Amendment No. 1 to Dry Lease Agreement, dated as of December 20, 2021, between Sterling2K LLC and MSG Entertainment Group, LLC (for the DFO G550) (incorporated by reference to Exhibit 10.33 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).
10.3 5						Amendment No. 2 to Dry Lease Agreement, dated December 17, 2018, between Sterling2K LLC and MSG Entertainment Group, LLC (formerly MSG Sports & Entertainment, LLC) (for the DFO G550), effective as of November 4, 2022 (incorporated by reference to Exhibit 10.34 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).
10.3 6						Dry Lease Agreement, dated May 6, 2019, between Brighid Air, LLC and MSG Entertainment Group, LLC (formerly MSG Sports & Entertainment, LLC) (for the Challenger) (incorporated by reference to Exhibit 10.35 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).
10.3 7						Amendment No. 1 to Dry Lease Agreement, dated as of May 6, 2019, between Brighid Air, LLC and MSG Entertainment Group, LLC (formerly MSG Sports & Entertainment, LLC) (for the Challenger), effective as of August 18, 2022 (incorporated by reference to Exhibit 10.36 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).
10.3 8						Time Sharing Agreement, dated as of December 20, 2021, between MSG Entertainment Group, LLC and Charles F. Dolan (for the New G550) (incorporated by reference to Exhibit 10.37 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).
10.39						Time Sharing Agreement, dated as of December 20, 2021, between Patrick F. Dolan and MSG Entertainment Group, LLC (for the Challenger) (incorporated by reference to Exhibit 10.38 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).


EXHIBIT NO.						DESCRIPTION
10.4 0						Form of Time Sharing Agreement between MSG Entertainment Holdings, LLC and Sphere Entertainment Group, LLC (formerly MSG Entertainment Group, LLC) (for the G550) (incorporated by reference to Exhibit 10.39 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).
10.4 1						Form of Time Sharing Agreement between MSG Entertainment Holdings, LLC and Sphere Entertainment Group, LLC (formerly MSG Entertainment Group, LLC) (for the Challenger) (incorporated by reference to Exhibit 10.40 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).
10.4 2						Credit Agreement, dated as of June 30, 2022, among MSG National Properties, LLC, MSG Entertainment Group, LLC and certain subsidiaries of MSG National Properties, LLC, as guarantors, the lenders and L/C issuers party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.41 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).
10.4 3						Security Agreement, dated as of June 30, 2022, among MSG National Properties, LLC, and the other grantors referred to therein, as grantors, and JP Morgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.42 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).
10.4 4						Arena License Agreement, dated as of April 15, 2020, between MSG Arena, LLC and New York Knicks, LLC (incorporated by reference to Exhibit 10.43 to the Company’s Registration Statement on Form 10 filed on March 30, 2023). *
10.4 5						Arena License Agreement, dated as of April 15, 2020, between MSG Arena, LLC and New York Rangers, LLC (incorporated by reference to Exhibit 10.44 to the Company’s Registration Statement on Form 10 filed on March 30, 2023). *
10.4 6						Sponsorship Sales and Representation Agreement, dated as of April 15, 2020, between New York Rangers, LLC and MSG Entertainment Group, LLC (incorporated by reference to Exhibit 10.45 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).
10.4 7						Sponsorship Sales and Representation Agreement, dated as of April 15, 2020, between Knicks Holdings, LLC and MSG Entertainment Group, LLC (incorporated by reference to Exhibit 10.46 to the Company’s Registration Statement on Form 10 filed on March 30, 2023).
10.4 8						Transaction Agreement, dated as of April 18, 2023, among MSG Arena, LLC, MSG Arena Holdings, LLC, MSG National Properties, LLC, MSG Entertainment Holdings, LLC, Madison Square Garden Entertainment Corp. (formerly MSGE Spinco, Inc.), Sphere Entertainment Co. (formerly Madison Square Garden Entertainment Corp.), Sphere Entertainment Group, LLC (formerly MSG Entertainment Group, LLC), and the National Basketball Association (incorporated by reference to Exhibit 10.49 to the Company’s Registration Statement on Form S-1 filed on June 20, 2023).
10.49						Employment Agreement, dated as of June 20, 2024, between Madison Square Garden Entertainment Corp. and James L. Dolan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 21, 2024). †
10.50						Employment Agreement, dated as of February 1, 2024, between Madison Square Garden Entertainment Corp. and Michael Grau (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 5, 2024). †
10.51						Employment Agreement, dated as of December 18, 2023, between Madison Square Garden Entertainment Corp. and Laura Franco (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on February 7, 2024). †
10.5 2						Employment Agreement, dated December 20, 2021, between Madison Square Garden Entertainment Corp. and David F. Byrnes, as assigned to MSGE Spinco, Inc. (incorporated by reference to Exhibit 10.51 to the Company’s Registration Statement on Form 10 filed on March 30, 2023). †
10.5 3						Employment Agreement, dated October 26, 2021, between Madison Square Garden Entertainment Corp. and Jamal Haughton, as assigned to MSGE Spinco, Inc. (incorporated by reference to Exhibit 10.50 to the Company’s Registration Statement on Form 10 filed on March 30, 2023). †
10.54						Employment Agreement, effective April 1, 2023, between Madison Square Garden Entertainment Corp. and Philip D’Ambrosio (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 2, 2023). †
10.55						Employment Agreement, dated March 23, 2022, between Madison Square Garden Entertainment Corp. and Courtney Zeppetella, as assigned to MSGE Spinco, Inc. (incorporated by reference to Exhibit 10.52 to the Company’s Registration Statement on Form 10 filed on March 30, 2023). †
10.5 6						Release, dated April 18, 2023, between Sphere Entertainment Co. (formerly Madison Square Garden Entertainment Corp.) and RCPI Landmark Properties, L.L.C. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 24, 2023).


	Years Ended June 30,				Change
	2024		2023		Amount		Percentage
Operating income	$	111,941	$	105,008	$	6,933	7	%
Share-based compensation expense	24,544		29,521		(4,977)		(17)	%
Depreciation and amortization	53,876		60,463		(6,587)		(11)	%
Restructuring charges	17,649		10,241		7,408		72	%
Gains, net on dispositions	—		(4,361)		4,361		NM
Merger, spin-off, and acquisition costs (a)	2,035		—		2,035		NM
Amortization of capitalized cloud computing arrangement costs	1,008		600		408		68	%
Remeasurement of deferred compensation plan liabilities	452		121		331		NM
Adjusted operating income (b)	$	211,505	$	201,593	$	9,912	5	%


	Years Ended June 30,
	2024		2023
Net cash provided by operating activities	$	111,266	$	135,694
Net cash (used in) provided by investing activities	(62,371)		30,305
Net cash used in financing activities	(99,695)		(144,217)

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


			(Additions) / Deductions
	Balance at Beginning of Period		Charged to Costs and Expenses		Charged to Other Accounts			Deductions		Balance at End of Period
Year Ended June 30, 2024
Allowance for doubtful accounts / credit losses	$	(472)	$	(579)	$	—		$	469	$	(582)
Deferred tax valuation allowance	(95,352)		108,506		(13,154)		(a)	—		—
	$	(95,824)	$	107,927	$	(13,154)		$	469	$	(582)

Year Ended June 30, 2023
Allowance for doubtful accounts / credit losses	$	(3,710)	$	(81)	$	—		$	3,319	$	(472)
Deferred tax valuation allowance	(151,043)		34,147		21,544		(b)	—		(95,352)
	$	(154,753)	$	34,066	$	21,544		$	3,319	$	(95,824)

Year Ended June 30, 2022
Allowance for doubtful accounts / credit losses	$	(4,167)	$	(166)	$	—		$	623	$	(3,710)
Deferred tax valuation allowance	(119,135)		(31,679)		(229)			—		(151,043)
	$	(123,302)	$	(31,845)	$	(229)		$	623	$	(154,753)


Madison Square Garden Entertainment Corp.

By:	/s/ MICHAEL J. GRAU
	Name:	Michael J. Grau
	Title:	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Interim Principal Accounting Officer)


EXHIBIT NO.						DESCRIPTION
10.5 7						Amendment No. 1 to Credit Agreement and Waiver, dated as of April 18, 2023, among MSG National Properties, LLC, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on April 24, 2023).
10.5 8						Amendment No. 2 to Credit Agreement, dated as of May 25, 2023, among MSG National Properties, LLC, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.59 to the Company’s Registration Statement on Form S-1 filed on June 20, 2023).
10.59						Amendment No. 3 to Credit Agreement, dated as of September 15, 2023, among MSG National Properties, LLC, the guarantors party thereto, the lender party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 21, 2023).
19.1						Insider Trading Policy
21.1						Subsidiaries of the Registrant.
23.1						Consent of Deloitte and Touche LLP.

24.1						Power of Attorney (included on signature page to this Annual Report on Form 10-K).
31.1						Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2						Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1						Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
32.2						Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
97.1						Clawback Policy
101						The following materials from Madison Square Garden Entertainment Corp. Annual Report on Form 10-K for the fiscal year ended June 30, 2024, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) consolidated balance sheets, (ii) consolidated and combined statements of operations, (iii) consolidated and combined statements of comprehensive income (loss), (iv) consolidated and combined statements of cash flows, (v) consolidated and combined statements of equity (deficit), and (vi) notes to consolidated and combined financial statements.
104						The cover page from the Company’s Annual Report on Form 10-K for the year ended June 30, 2024 formatted in Inline XBRL and contained in Exhibit 101.


			Page
Reports of Independent Registered Public Accounting Firm (Deloitte & Touche LLP, New York, NY, Auditor Firm ID: 34)			F - 2

Consolidated Balance Sheets as of June 30, 202 4 and 202 3			F - 5
Consolidated and Combined Statements of Operations for the fiscal years ended June 30, 202 4 , 202 3 and 202 2			F - 6
Consolidated and Combined Statements of Comprehensive Income (Loss) for the fiscal years ended June 30, 202 4 , 202 3 , and 202 2			F - 7
Consolidated and Combined Statements of Cash Flows for the fiscal years ended June 30, 202 4 , 202 3 and 202 2			F- 8
Consolidated and Combined Statements of Equity (Deficit) for the fiscal years ended June 30, 202 4 , 202 3 and 202 2			F- 9
Notes to the Consolidated and Combined Financial Statements			F- 10


MADISON SQUARE GARDEN ENTERTAINMENT CORP.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)

	June 30,
	2024		2023
ASSETS
Current Assets:
Cash, cash equivalents and restricted cash	$	33,555	$	84,355
Accounts receivable, net	77,259		63,898
Related party receivables, current	17,469		69,466
Prepaid expenses and other current assets	90,801		77,562
Total current assets	219,084		295,281
Non-Current Assets:

Property and equipment, net	633,533		628,888
Right-of-use lease assets	388,658		235,790
Goodwill	69,041		69,041
Indefinite-lived intangible assets	63,801		63,801
Deferred tax assets, net	68,307		—
Other non-current assets	110,283		108,356
Total assets	$	1,552,707	$	1,401,157








LIABILITIES AND DEFICIT
Current Liabilities:
Accounts payable, accrued and other current liabilities	$	203,750	$	214,725
Related party payables, current	42,506		47,281
Long-term debt, current	16,250		16,250
Operating lease liabilities, current	27,736		36,529
Deferred revenue	215,581		225,855
Total current liabilities	505,823		540,640
Non-Current Liabilities:
Long-term debt, net of deferred financing costs	599,248		630,184
Operating lease liabilities, non-current	427,014		219,955



Deferred tax liabilities, net	—		23,518
Other non-current liabilities	43,787		56,332
Total liabilities	1,575,872		1,470,629
Commitments and contingencies (see Note 11)

Deficit:
Class A Common Stock (a)	456		450
Class B Common Stock (b)	69		69
Additional paid-in capital	33,481		17,727
Treasury stock at cost (4,365 and 840 shares as of June 30, 2024 and June 30, 2023, respectively)	(140,512)		(25,000)

Retained earnings (deficit)	115,603		(28,697)
Accumulated other comprehensive loss	(32,262)		(34,021)
Total deficit	(23,165)		(69,472)


Total liabilities and deficit	$	1,552,707	$	1,401,157


MADISON SQUARE GARDEN ENTERTAINMENT CORP.
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
(in thousands)

	Years Ended June 30,
	2024		2023		2022
OPERATING ACTIVITIES:
Net income (loss)	$	144,300	$	76,044	$	(136,200)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	53,876		60,463		69,534
Share-based compensation expense	31,168		31,813		39,357
Amortization of deferred financing costs	3,351		3,221		6,781
Deferred income tax (benefit) expense	(92,197)		720		225
Related party paid in kind interest	(512)		(3,189)		(3,582)
Net unrealized and realized loss (gain) on equity investments with readily determinable fair value	1,242		(16,050)		49,842




Loss on extinguishment of debt	—		—		35,629

Other non-cash adjustments	1,556		(4,280)		166
Change in assets and liabilities:
Accounts receivable, net	(13,940)		38,844		(34,861)
Related party receivables and payables, net	47,222		(43,037)		19,535
Prepaid expenses and other current and non-current assets	(44,195)		(31,363)		(42,408)
Accounts payable, accrued and other current and non-current liabilities	(55,730)		(696)		87,556

Deferred revenue	(10,274)		24,254		4,173
Operating lease right-of-use assets and lease liabilities	45,399		(1,050)		(396)
Net cash provided by operating activities	$	111,266	$	135,694	$	95,351
INVESTING ACTIVITIES
Capital expenditures	(24,181)		(15,188)		(15,797)
Proceeds from sale (purchase) of investments	28,465		24,289		(350)
Proceeds from dispositions, net	—		27,904		—
Proceeds from loan receivable	—		—		68,367
Loan to related parties	(65,000)		(6,700)		(6,780)





Other investing activities	(1,655)		—		—
Net cash (used in) provided by investing activities	$	(62,371)	$	30,305	$	45,440
FINANCING ACTIVITIES
Proceeds from issuance of loans	$	—	$	304	$	650,000
Principal repayments on long-term debt	(106,350)		(20,126)		(646,750)
Repayments on related party loan	(304)		—		—
Proceeds from revolving credit facilities	73,000		—		29,100
Stock repurchases	(50,874)		(25,000)		—
Debt extinguishment costs	—		—		(12,838)
Taxes paid in lieu of shares issued for equity-based compensation	(14,534)		—		—
Payments for debt financing costs	(633)		—		(16,060)
Net transfers to Sphere Entertainment and its subsidiaries	—		(99,395)		(399,739)
Net cash used in financing activities	$	(99,695)	$	(144,217)	$	(396,287)
Net (decrease) increase in cash, cash equivalents and restricted cash	(50,800)		21,782		(255,496)
Cash, cash equivalents and restricted cash, beginning of period	84,355		62,573		318,069
Cash, cash equivalents and restricted cash, end of period	$	33,555	$	84,355	$	62,573
Non-cash investing and financing activities:
Capital expenditures incurred but not yet paid or paid by landlord	$	34,765	$	761	$	1,585
Related party loan payable assigned to the Company	$	—	$	53,656	$	—
Non-cash stock repurchases in lieu of payment of loan due from related party	$	65,512	$	5,350	$	4,019



						Estimated Useful Lives
Buildings						Up to 40 years
Equipment						1 year to 22 years

Furniture and fixtures						1 year to 10 years
Leasehold improvements						Shorter of term of lease or useful life of improvement


	Year Ended June 30,
	2024		2023		2022
Event-related offerings (a)	$	625,364	$	532,308	$	372,552
Sponsorship, signage and suite licenses (b)	228,851		209,831		166,221
Other (c)	31,774		37,679		43,307
Total revenues from contracts with customers	885,989		779,818		582,080
Arena license fees and other leasing revenue	73,276		71,678		71,410
Total revenues	$	959,265	$	851,496	$	653,490


	As of June 30,
	2024		2023		2022
Receivables from contracts with customers, net (a)	$	74,113	$	69,295	$	106,664
Contract assets, current (b)	7,844		11,254		5,503
Deferred revenue, including non-current portion (c)	215,581		226,029		203,256


	As of June 30, 2024
Fiscal year ending June 30, 2025	$	172,149
Fiscal year ending June 30, 2026	118,530
Fiscal year ending June 30, 2027	75,347
Fiscal year ending June 30, 2028	46,608
Fiscal year ending June 30, 2029	30,769
Thereafter	24,972
Total	$	468,375


	Restructuring Liability
June 30, 2023	$	2,530
Restructuring charges (excluding share-based compensation expense)	10,861
Payments	(6,251)

June 30, 2024	$	7,140


			As of June 30,
	Ownership Percentage as of June 30, 2024		2024		2023
Equity investments with readily determinable fair values:
Townsquare Class A common stock			$	1,438	$	6,945
Townsquare Class C common stock			—		13,399
DraftKings Class A common stock			—		11,297
Other equity investments with readily determinable fair values held in trust under the Company’s Executive Deferred Compensation Plan			4,226		2,954
Equity method investments:
Crown Properties Collection(a)	8	%	60		—
Equity investments without readily determinable fair values			596		475
Total investments			$	6,320	$	35,070


	Classification within the Company’s Consolidated and Combined Statements of Operations	Years Ended June 30,
		2024		2023		2022
Operating lease cost	Direct operating expenses	$	21,071	$	20,729	$	22,360
Operating lease cost	Selling, general and administrative expenses	26,023		11,176		9,782
Variable lease cost	Direct operating expenses	716		346		147
Variable lease cost	Selling, general and administrative expenses	—		39		41
Total lease cost		$	47,810	$	32,290	$	32,330


	As of
	June 30, 2024						June 30, 2023
	Principal		Unamortized Deferred Financing Costs		Net		Principal		Unamortized Deferred Financing Costs		Net
Non-current Portion
National Properties Term Loan Facility	$	609,375	$	(9,624)	$	599,751	$	625,625	$	(12,845)	$	612,780
National Properties Revolving Credit Facility	—		(503)		(503)		17,100		—		17,100
Other debt	—		—		—		304		—		304
Long-term debt, net of deferred financing costs	$	609,375	$	(10,127)	$	599,248	$	643,029	$	(12,845)	$	630,184


	National Properties Facilities
Fiscal year ending June 30, 2025	$	16,250
Fiscal year ending June 30, 2026	32,500
Fiscal year ending June 30, 2027	576,875



	$	625,625


	Interest Payments			Loan Principal Repayments
	Year Ended June 30,			Year Ended June 30,
	2024	2023	2022	2024	2023	2022
National Properties Facilities	53,864	48,548	52,163	106,350	20,125	646,750


	Pension Plans				Postretirement Plan
	June 30,				June 30,
	2024		2023		2024		2023
Change in benefit obligation:
Benefit obligation at beginning of period	$	130,725	$	135,916	$	2,517	$	2,463
Service cost	71		68		21		25
Interest cost	6,673		5,874		120		97
Actuarial (gain) loss (a)	(2,859)		(3,753)		(85)		304
Benefits paid	(7,902)		(7,139)		(311)		(372)
Plan settlements paid	(103)		(97)		—		—
Other	—		(144)		—		—
Benefit obligation at end of period	126,605		130,725		2,262		2,517
Change in plan assets:
Fair value of plan assets at beginning of period	102,236		108,978		—		—
Actual return on plan assets	4,562		1,782		—		—
Employer contributions	13,280		250		—		—
Benefits paid	(7,791)		(7,080)		—		—
Administrative expenses paid	(1,979)		(1,694)		—		—
Fair value of plan assets at end of period	110,308		102,236		—		—
Funded status at end of period	$	(16,297)	$	(28,489)	$	(2,262)	$	(2,517)


	As of June 30,
Asset Classes (a):	2024		2023
Fixed income securities	79	%	75	%
Equity securities	15	%	15	%
Cash equivalents	6	%	10	%
	100	%	100	%


	Fair Value Hierarchy	As of June 30,
		2024		2023

U.S. Treasury securities (a)	I	$	2,313	$	3,673
Money market fund (a)	I	4,345		6,511

U.S. Gov’t Agency Obligations(b)	II	285		308



Mutual fund - equity (c)	II	16,349		15,296
Common collective trust (c)	II	87,016		76,448
Total investments measured at fair value		$	110,308	$	102,236


	Pension Plans		Postretirement Plan
Fiscal year ending June 30, 2025	$	12,310	$	335
Fiscal year ending June 30, 2026	$	8,306	$	314
Fiscal year ending June 30, 2027	$	8,457	$	270
Fiscal year ending June 30, 2028	$	8,334	$	262
Fiscal year ending June 30, 2029	$	8,481	$	268
Fiscal years ending June 30, 2030 – 2034	$	46,126	$	965


			PPA Zone Status		FIP/RP Status Pending / Implemented	Company Contributions
			As of June 30,			Year Ended June 30,
Plan Name	EIN	Pension Plan Number	2024	2023		2024		2023		2022		Surcharge Imposed	Expiration Date of CBA
Pension Fund of Local No. 1 of I.A.T.S.E.	136414973	001	Green as of 2023-12-31	Green as of 2022-12-31	No	$	2,784	$	2,550	$	1,999	No	9/30/2025
All Other Multiemployer Defined Benefit Pension Plans						3,198		2,897		1,907
						$	5,982	$	5,447	$	3,906


Fund Name	Exceeded 5 Percent of Total Contributions	Year Contributions to Plan Exceeded 5 Percent of Total Contributions (As of Plan’s Year-End)
Pension Fund of Local No. 1 of I.A.T.S.E	True	December 31, 2022, 2021, and 2020
32BJ/Broadway League Pension Fund	True	December 31, 2022, 2021, and 2020
Treasurers and Ticket Sellers Local 751 Pension Fund	True	August 31, 2023, 2022 and 2021
Pension Fund of Wardrobe Attendants Union Local 764	True	December 31, 2022