Good day and thank you for standing by. And welcome to the Madison Square Garden Entertainment Corp’s Fiscal 2022 First Quarter Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speakers’ presentation, there will be a question-and-answer session. I’d now like to turn the call over to Ari Danes, Investor Relations. Please go ahead, sir.

Thank you. Good morning and welcome to MSG Entertainment’s fiscal 2022 first quarter earnings conference call. Our President, Andy Lustgarten will begin today’s call with a discussion on the company’s Entertainment and Tao Group segments. It will be followed by an update from Andrea Greenberg, President and CEO of MSG Networks. Our EVP and Chief Financial Officer, Mark FitzPatrick, will then review our financial results. After our prepared remarks, we will open up the call for questions. If you do not have a copy of today’s earnings release, it is available in the Investors’ section of our corporate website. Please take note of the following. Today’s discussion may contain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act Of 1995. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties. And that actual results, developments and events may differ materially from those in the forward-looking statements as a result of various factors. These include financial community perceptions of the company and its business, operations, financial condition and the industry in which it operates, as well as the factors described in the company’s filings with the Securities and Exchange Commission, including the sections entitled risk factors and management’s discussion and analysis of financial condition and results of operations contained therein. The company disclaims any obligation to update any forward-looking statements that may be discussed during this call. On pages five and six of today’s earnings release, we provide consolidated statements of operations and a reconciliation of operating income to adjusted operating income or AOI, a non-GAAP financial measure. And with that, I’ll now turn the call over to Andy.

Thank you, Ari and good morning, everyone. First quarter of fiscal ‘22 behind us, we are now seeing encouraging signs that our markets are beginning to turn the corner, following the challenging past 20 months. Vaccination rates, already high in the New York area continue to rise. And the CDC’s recent approval of vaccines for children should drive rates even higher. Our office occupancy while still very low in New York City has increased significantly in the last month and a half forecast to improve. International tourism to the US, which has been pretty much non-existent, is starting to open up this week. And in Las Vegas, we see one of the city’s biggest pre-pandemic staples corporate conventions beginning to return. We believe these milestones could help propel our business, which is already experiencing promising momentum in a number of areas. Our venues are starting to get busy again, and are operating without any capacity restrictions. Concert touring is ramping up. The Knicks and Rangers have returned to the garden and are scheduled to play four regular seasons. And the Christmas Spectacular is back, with this year’s run kicking off last week at Radio City. This momentum has also carried over to Tao Group, which delivered another quarter of strong results, again led by robust performance in Las Vegas. So while we’re not fully back, well we are seeing is that, when there are experiences that consumers find valuable, they’re not only going out, but they’re going out and spending more than they did before the pandemic. This has been reflected in double-digit percentage increases and F&B and merchandise per caps at our events, as well as an average check sizes at Tao compared to pre-pandemic levels. This demand for premium live experiences plays to our strengths, which we think…

Thank you, Andy, and good morning. With the recent start of the NBA and NHL regular seasons, we’ve seen strong interest from viewers and advertisers for our live professional product, which features five teams across both leagues. As the seasons continue, we hope to build on the success we had last year, which included double-digit percentage ratings increases for a number of our teams, all-time high levels of viewership and engagement on our streaming app, MSG GO and robust advertiser demand for our programming. Our content has played a big part in our ability to renew our affiliate agreements, including most recently with Verizon Fios, one of our largest affiliates among several others. And while we are certainly disappointed with our current Comcast situation, which has impacted approximately 10% of our subscribers, we stand ready to negotiate a fair and reasonable deal. We value of our content, and we’ll continue to innovate with programming designed to broaden our viewership and increase overall engagement. To that end, to capitalize on the introduction of mobile sports gaming in Connecticut, which will soon be followed by New York, we have launched an original block of entertaining and energetic sports betting content, featuring athletes, experts and other personalities. This includes two new programs, the better half hour and the betting exchange, which aired back-to-back Monday through Thursday prior to our pre-game programming. We’ve also debut a new Sunday Morning football focus show, Odds with Ends, hosted by former NFL players, David Tyree and Mathias Kiwanuka. We continue to work with a growing list of sports betting operators, which now includes FanDuel, Caesars, BetMGM and bet365 on traditional spot buys, as well as with a number of these partners’ end-game integrations and other unique content. It’s clear that sports gaming operators are recognizing the value we deliver as we’ve already secured from this category as substantially higher level of advertising commitments for fiscal ‘22 as compared with our last fiscal year. We also continue to see growth in other sectors that have become an increased focus for us, including technology companies, web-based services and brands that have thrived over the past two years. For the ‘21-’22 seasons, we’ve welcomed a number of new partners, including TikTok, DoorDash and Infosys, and have seen a significantly increased presence on our air from existing partners such as Amazon and Verizon. As we look ahead, we know the media landscape is evolving. However, we also know that live local professional sports remain some of today’s most valuable programming and we continue to explore new ways to offer and monetize our content, including with a direct-to-consumer product. We are confident that our long history of innovation will serve us well as we look to capitalize on these future opportunities, all with the continued goal of driving value for our partners, advertisers and viewers. With that, I will turn the call over to Mark.

Thank you, Andrea. Let me start by reviewing our first quarter financial performance, now includes the MSG Networks segment. I’ll note that, while the acquisition was completed on July 9th, MSG Networks’ results are included for all periods presented. In the fiscal first quarter, we generated total revenues of $294.5 million and adjusted operating income of $10.3 million. The Entertainment segment generated $34.2 million in revenue, which primarily reflects live events started to ramp up in mid-September. The segment has an adjusted operating loss of $71.4 million in the quarter. As we indicated on our last call, we have been strategically hiring our Entertainment segment to support the ramp up of live events in MSG Sphere’s content development plan. This hiring is reflected in higher segment SG&A expenses in the quarter. Turning to MSG Networks. The segment generated $141.5 million in revenues and $55.8 million in adjusted operating income in the quarter. MSG Networks’ year-over-year results were impacted by number of items, such as higher accruals for potential affiliate fee rebates and lower advertising as the prior year quarter benefited from the timing of the NHL return to play and Islanders’ appearance in the playoffs. And finally, the Tao Group generated revenues of $119.5 million and adjusted operating income of $26.2 million, as reopening momentum continued in key markets, such as Las Vegas. Now let’s turn to our balance sheet. As of September 30th, we had approximately $1.33 billion of cash on hand, our debt balance was $1.71 billion. In terms of capital expenditures, we had $137 million of CapEx in the fiscal first quarter, primarily related to the construction of the MSG Sphere in Las Vegas. Through September 30th, project to-date construction costs incurred were approximately $976 million, which includes $121 million of accrued costs that were not paid as of September 30th. And as net of the $65 million received from the Las Vegas Sands. As a reminder, we previously disclosed the cost meant – cost estimate of the MSG Sphere in Las Vegas of approximately $1.865 billion and we will continue to aggressively manage costs as we work towards the planned opening in calendar 2023. With that, I will now turn the call back over to Ari.

Thanks, Mark. Can we open up the call for questions, please?

Your first question comes from the line of Brandon Ross with LightShed Partners. Brandon, your line is open.

Hey, guys, good morning. I wanted to start with MSG Networks. And there’s been a lot of discussion around the future of the RSN business lately. Obviously you have the Comcast drop, and there’s been public posturing from Sinclair in the leagues. And was wondering if you could just talk broadly about your DTC vision for MSG Networks. First of all, what rights do you even have? And then how are you going to balance your need to maximize revenues, the distributors’ desire for lower rates and the leagues’ and teams’ goals of maximizing distribution and eyeballs on their product? How do you solve that puzzle?

Hi, Brandon. I’ll take that one. Well, as you said, the landscape is absolutely involved, evolving and it’s certainly a delicate ecosystem with a whole host of constituents that we have our affiliates, we have our leagues, we have other distributors, we have fans, we have sponsors. But we believe these constituents do in fact recognize the value of our programming, which is why we are confident that we’re going to work together to find an appropriate model that balances all of these constituents’ interests. And you know we think that as we go through this process, there’ll be opportunities that come from that for us. We’ve talked before about how the viewing experience is transforming. You know, it’s going from a lean-back experience to a lean-forward experience. We’ve got interactive games, we’ve got sports betting on the horizon and they’re all as we’ve seen from what we’ve been doing, they’re all driving engagement and viewership. So, we think that all of that’s a value-creating opportunity for us that we’re already beginning to see. Our Network business this fiscal is set up to see a substantial increase in advertising revenue, in part due to what’s happening in the mobile gaming space. And as you say, direct-to-consumer is another developing opportunity. There are millions and millions of homes in our region that don’t receive our networks. So finding a way to serve those homes is obviously of interest to us. And we’ve been actively talking with our partners about different DTC models that we could deploy. You know, all that said, over the last 12 months, we’ve grown our database by over 25% with an eye towards deeper consumer insights and developing a more direct relationship with our customers. We’ve also conducted research to better understand what our customers might want, including various pricing options. And at this very moment, right now we’re absorbing all of this information, which along with the many discussions that we’re having, will help us formulate the best – path forward. As to your last or one of your questions on rights as we’ve said in the past, we have the flexibility in both our rights and affiliate agreements to offer a direct-to-consumer product. We’re working on a renewal of our agreements right now with the NBA and NHL, which, as we’ve said, where we’ve successfully renewed many, many times in the past. And we’re confident that we’ll continue to have the digital rights that give us the ability to take MSG Networks’ direct-to-consumer. So you know, yes, while things are certainly evolving, we believe that on balance, that with RSN business will remain incredibly valuable, and will continue to generate significant cash flow going forward.

Okay. And then maybe for Andy. The Tao Group performed massively above 2019 if you look at the numbers. Can you expand on what you’re seeing there? And if you think that’s sustainable, and how much Hakkasan contributed to the mix? And if all those synergies are in, I mean, overall, we – I look at the AOI this quarter, can this be $100 million AOI business?

Thanks, Brandon. So, yes, we are very pleased with Tao’s results, this actually the past two quarters. But I think it’s clearly driven by what we see everywhere right now, people’s pent up demand to come together, pent up demand to celebrate and pent up demand in doing in a way of premium, excellent like to face feel safe. And I think the Tao-Hakkasan merger is a great example of one of those types of business. And people are really willing to pay for it. We see it in our check sizes, we see it across the business. I will say and I’ve said this before, we do think we’re benefiting right now from some reduced staffing levels and reduced competition that’s beginning to come into some of our markets. But that’s not to say we’re going from no competition to full competition, there is already competition occurring. We feel really good about the upside and the future of this business. The team has been working on integration, both organizational and operational. They’ve taken out some of the savings, but they’re continuing to focus on it. There’ll be further synergies across marketing, across promotion, databases, procurement, purchasing and introduction of corporate sponsorship. So, around this merger, we think there’s still a lot of opportunity in front of us. And it comes not only from our current stores, but our future stores for our expansion plan, and this team is really the best in the – I think the best in the industry or among the best, if not the best, right. We just recently opened up Mexico City, we have our plans to open up a few other markets coming soon. Pakistan immediately increased Tao’s footprint and added number of international markets and the ability to reach international markets. And we think that there this company has got growth for years to come and we’ve already begun to see it. So, we feel really good about bringing these two businesses together and we feel really good about this business.

Okay. And just very quickly, there’s been news around Penn Station renovation, once again, I feel like it’s been going on for decades, but can you just address the risk of relocation? And on the flip side, if there’s potential upside to the air rights or maybe use of the Hulu Theater in the renovation? Thanks.

Yeah, absolutely. So last week, Governor Hochul unveiled her plans for the redevelopment of Penn Station and the surrounding – area. We think it’ll significantly improve this area which is adjacent to The Garden. We’ve been working with the Governor and we’ve been working to bring the State back. And she’s really done an excellent job. And we really – we fully support her efforts. And we look forward to continuing to work with her on many things to come that are currently in progress and in her vision. So I will say though, we expect to continue hosting Memorial Events right here, where The Gardens’ current location. And to your point about air rights for Hulu Theater, look, these are very valuable piece assets in our portfolio, both strategically and financially. And I do think there will be a time to monetize but I will say, I don’t think that time is tomorrow or you know in the next week, right. But we are closely watching the developments around Penn Station and when the opportunity presents, we’ll make – that makes sense both strategically and financially, we will take that opportunity to create value. So, thank you.

Excellent.

Your next question comes from the line of David Karnovsky with JP Morgan.

All right, thank you. Maybe to follow-on Brandon’s MSG Networks’ question. You know, it does look like some of the leads in RSN model are interested in creating their own DTC platforms that could combine you know in-market and out-of-market streaming. And just given your Knicks and Ranger racer through 2035, I think can you remind us you know what protections you have if a competing streaming products that come to the market? And then at the same time, would you see room to potentially participate in OTT product that the NBA or NHL could offer?

I’ll answer that one. I mean, the NBA and the NHL have always recognized that the RSNs are a very important part of their overall ecosystem. And you know we’ve through our team deals worked in partnership with both leagues to ensure over the years that there’s a continued robust ability for us to offer regional product to customers in this market. And you know we fully expect that to continue going forward. As you know I’ve said many times in the past, there has been nothing that precluded us from launching a direct-to-consumer product. And we’ll continue to explore models that are beneficial for all involved you know as I indicated in the first you know first question. But we are confident that working with our leagues and our distributors and our sponsors, that will continue to have broad digital rights, that’ll give us the ability to exploit direct-to-consumer along with our current linear distribution.

Okay. And then, Andrew, as you noted you know yesterday, New York moved to nine betting operators to this day. And I think that’s more than double what we’ve talked about on the last earnings call. Just you know wanted your thoughts on what this market dynamic means for you in terms of the number of you know partners you could potentially take on? And then just you know was meant to the overall importance of your assets as these operators look to gain market share?

Thanks, David. So let me start by saying what I’ve said many times before, but I’m going to continue to say it, because I think it’s incredibly important. Before we even talk about the revenue opportunity today, we love sports gaming and what its impact is on viewership and fan engagement. And we think this is going to bear fruit not only today, but for years to come. Much – and then Andrea hit on it a little bit as we talked – as she talked about the interest in consumers and through MSG GO right. So it’s – this is going to play out in many places. That said, we are talking about what it is today. So, the State originally talked about having a minimum of four operators. Yesterday, they announced nine. Obviously for us, this is a great opportunity, more competition, a more competitive environment, operators were going to – are going to have to aggressively market themselves to find the consumers raise awareness and draw their customers in, right. And that’s where we come in. I think that our brands have unmatched presence in New York market. We have tremendous valuable – value for partners, fixed assets, including Entertainment, Tao venues, as Andrea mentioned before, MSG Networks, linear networks and our outdoor signage. Our relationship across MSG Sports with the Knicks and Rangers and this just – this drove us to signing our first agreement with BetMGM. It’s an expansive agreement, it’s multi-year, it demonstrates the value we could deliver to a partner. But I will say, it’s non-exclusive and we do not expect them to just to be their only partner. We’re in active discussions with additional operators. We’re very selective about who would be our partner and the number, but I will – I want to emphasize that we are increasingly confident about how impactful this category will be for our company.

And just adding to Andy – Andy’s comments you know, at networks, sports betting operators are already clearly recognizing the value we deliver today. And you know as I mentioned during our prepared remarks, we continue to work with a growing list of these operators today that we have partnerships at the network side, obviously with BetMGM, with FanDuel, with Caesars, with bet365 and we’ve seen considerable growth and revenue from this category for this fiscal versus last with as Andy indicated additional opportunities beyond that different opportunities that will come in the future.

Thank you.

Your next question comes from the line of John Janedis with Wolfe Research.

Thanks. I got one for Mark and one for Andy. First, for Mark, given the Comcast situation, can you give us an update on any potential covenant or compliance issues at the networks related to the term loan? And then Andy, can you give us the expectation on how the Christmas show is going to perform relative to historical norms maybe on an appreciable basis? How impactful is slower tourism? Is that the majority of guests? And on the international travel restrictions being lifted, did that come at a time where it’s going to be difficult to capture given typical lead times of of holiday travel plans? Thanks.

Right, this is Mark, I’ll jump in and answer your first question and then hand it over to Andy. I’ll start by noting that we fully expect to remain in compliance with all our covenants under the term loan. And also note that there’s no recourse to the parent company as the loan was issued by our subsidiary of MSG Entertainment. Just a little background on the loan, there’s currently approximately $1 million outstanding and then it matures in October 2024. It’s subject to two key financial covenants, maximum leverage of 5.5 times and minimum interest coverage of 2 times. The main governing component is the leverage – the leverage ratio, where we have the ability to net up to $175 million in cash at the borrower towards the leverage covenant. With that, I’ll turn it over to Andy.

So, Christmas show – Christmas Spectacular. So we just – we had our preview period this last weekend, our opening at this evening. And we’re thrilled to have the show back. It was difficult for us to have – take a year off after 87 years of being on. But we knew coming into this year this was going to be not the typical year given the impact of the pandemic. So, we’ve reduced our number of shows as we headed into the year compared to a typical year. As I mentioned and you picked up on now the show’s sales started much slower than where they historically have been. Now, that we think is part driven by a number of factors. But when we lost two of our key segments, both our tourists or especially international, and our groups and the reason that groups is a lot of them are tied in with the children, the children show unknown position whereas we – we’re going to be with the vaccine and rules. So we had to make some you know difficult decisions. I will say the last each week has improved the sales kind of improved prior to the following week. And every day has been stronger than the day before. So typically, Mondays are not our strongest day, we had a very strong Monday of sales yesterday. But to your point, it’s a little – it’s showing up a little bit closer towards the second half of the run, not these next few weeks. Those weeks typically have been where our group sales have gone into, especially schools, which really were in buyers this period, we are starting to hear about schools coming of interest, but again, they need to take a few weeks, they need to plan, they need to get themselves set. So, this we’re hoping this could be helpful post-Thanksgiving, when most of our tickets get sold. So, exciting – excitement seems to be building. And you know, we have seen some compressed and last-minute buying which is also completely consistent with Broadway. So and the other thing that’s an interesting point is, our ticket deals have remained strong, so and better than what we were expecting. So, while this year will not be our typical year, will not hit our 2019 numbers. We are well – we are still very interested, you know, happy and excited to welcome hundreds of thousands of guests this season. And you know, I do think this is the first sign of you know coming back and we do believe in a long-term very strongly in this business.

Okay. Thanks, Andy.

Your next question comes from the line of David Katz with Jefferies.

Hi, good morning. This is Cassandra asking on behalf of David. Thank you for taking my question. I just have one on the Sphere. Have you seen or foresee any challenges with supply chain? And how are you managing the risk there?

Thanks for your question. Just I’ll start off by saying, when you think about the Sphere and the complexity associated with it, you know we’ve been actually managing our supply chain since day one. And I think as we mentioned in our prepared remarks, we’re on track to open in 2023. We don’t see anything changing in the near-term. I think as we mentioned on our last call, we have accelerated the purchase of higher risk items, including securing the majority of our structural steel for the project. I mean, in addition, where possible, we’ve identified alternative manufacturers and delivery methods for certain components such as semiconductors to minimize any potential delays. But I think overall, we’ve done a good job of managing our supply chain and making sure we continue to be on track for our 2023 opening.

Got it. Thank you very much.

We have time for one last question.

Your last question comes from the line of Ben Swinburne with Morgan Stanley.

Thanks, good morning. Andy, could you talk a little bit more about sort of how you think the BetMGM relationship evolves? And sort of how much – you know how much bigger the business could be if you look two to three years out, especially as you bring in additional partners? And if you guys can help us at all think about where that revenue is going to show up across your segments? That would also be helpful. And then I just wanted to follow-up on the conversation on streaming rights. Like Andrea mentioned that you’re in discussions with the leagues right now on the renewal. Do you think that’ll have any impact on expense growth? You know I think we typically see expenses grow kind of in the, you know escalator level, but I didn’t know of because of the focus on streaming, there might be some volatility there we should be looking to as you renew these two agreements. Thank you.

Thanks, Ben. So as I mentioned, BetMGM is our first partner. It’s not exclusive. We think this category is very meaningful across all parts of our business. You know it starts the simplest advertisement on MSG Networks, integrations and games, but then more so across our fixed assets. So we’re able to provide something that I don’t think a mobile operator could reach on their own, which is fixed land-based hard reach of the consumer, our ability to connect directly with the consumer to really provide both a loyalty program. So think about our Tao venues. We have 60 venues in five continents, think about the Arena and premium areas in seating, think about just our ability to – by the way, people reach outside of sports to other types of both dining and concerts. So we’re able to provide really a robust offering to a partner for let them to really drive their business. We clearly have a valuable collection in the assets and we think that we really blanket the New York market and the Greater New York market in a way nobody else in the industry does across online, linear networks, media, on the web and in-person. And finally, the other piece of the value that we have that is extremely important to our partners is our data, knowing our customer. We do it better than I think anyone else and we want to continue and we provide it to our partner and ability to go back and forth and really build their business. So we think it’s a tremendous opportunity. In terms of across our assets, obviously, there’s a piece of the business that will go through MSG Network. There will be a piece that comes to the Arena depending on where it’s fixed to what type of activations we provide, sponsorship gets shared between the teams and the Arena as well. So it’s shared between MSG Sports and MSG Entertainment. And there’ll be a part of it obviously that goes to the teams for official branding. But, I will say that this is a very robust deal and we expect – we feel very good about this category and what we’re going to be able to drive from it.

And on any potential expense growth, you know as Andy just indicated, there’s significant offsetting revenue opportunities. If you just think about networks and Andy touched on a few of these opportunities, in addition to just our traditional spot inventory, we could and are looking to launch new products and services centered around sports gaming, including married to our live game content. We have more programming and production opportunities. As we indicated, we’ve just launched a suite of new sports betting shows that will air on Sundays during the football season and prior to our pre-game programming. So in prime viewership spots, branded content opportunities. There’s a whole host of bet cast opportunities. We’ve done some of that in the past, we will look to do more of that with some of the partners that we’ve outlined during the season, hopefully and just general integrations. We have a free to play app. Our MSG GO streaming app, which is performing wonderfully this year compared to prior seasons. So, we see this as, just on the network side alone, as being a tremendous opportunity for growth.

Yeah. I guess that makes sense, Andrea. I was actually specifically asking though about the streaming rights that you said. I think you said you were in negotiations with the NBA and NHL and the renewal I mean those were big enough to impact expense growth of the networks as you look forward.

Yeah. I wouldn’t expect any considerable expense growth related to those rights. As I’ve said in the past, we’ve had the rights with the NBA and the NHL to offer direct-to-consumer to offer our MSG Networks direct-to-consumer.

Got it. Thank you.

Thank you.

I’d now like to turn the call back over to Ari Danes for any closing remarks.

Thank you all for joining us. We look forward to speaking with you on our next earnings call. Have a great day.

Good bye.

Ladies and gentlemen. This concludes today’s conference call. You may now disconnect.