Good morning. Thank you for standing by, and welcome to the Madison Square Garden Entertainment Corp. Fiscal 2023 First Quarter Earnings Conference Call. [Operator Instructions] I would now like to turn the call over to Ari Danes, Senior Vice President, Investor Relations, Financial Communications and Treasury. Please go ahead.

Thank you. Good morning, and welcome to MSG Entertainment's Fiscal 2023 First Quarter Earnings Conference Call. David Byrnes, our EVP and Chief Financial Officer will begin today's call with an update on the company's proposed spin-off transaction as well as a discussion on our Entertainment and Tao Group segments. This will be followed by an update from Andrea Greenberg, President and CEO of MSG Networks. Dave will then conclude with a review of our financial results for the period. 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 forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Please refer to the company's filings with the SEC for a discussion of risks and uncertainties. The company disclaims any obligation to update any forward-looking statements that may be discussed during this call. On Pages 5 and 6 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 Dave.

Thank you, Ari, and good morning, everyone. Since our last call, I'm pleased to share that we have made significant progress on the potential separation of our businesses into 2 publicly traded companies. As you know, in August, we announced that our Board of Directors authorized the exploration of a potential tax-free spinoff of our traditional live entertainment and media businesses. Last month, our company submitted an initial confidential Form 10 registration statement with the SEC regarding the proposed transaction. We are also continuing to make progress in evaluating a number of areas, including potential organizational structure and the division of corporate overhead between the 2 companies. Assuming we move forward with the spin-off, the live entertainment and media company would take on the name Madison Square Garden Entertainment Corp, while the remaining parent company consisting of our MSG Sphere and Tao Group businesses would be renamed MSG Sphere Corp. At this time, we have not set a timetable for completion of this potential transaction which would be subject to various conditions, including final board approval. We continue to be confident that this separation would create enhanced flexibility for both companies to pursue their own distinct business and capital allocation strategies while providing investors with greater visibility into each company's businesses and growth prospects. This includes the unique opportunity we have with MSG Sphere, where in Las Vegas, we remain on track to open MSG Sphere at the Venetian in the second half of calendar '23. Work continues on the exterior of the venue with the installation of the LED mega panels on the Exosphere, where crews have been progressing from the top of the venue down. And inside, we are continuing to build out the interior spaces, including the atrium and hospitality areas as we prepare for the installation…

Thank you, Dave, and good morning. With the recent start of the NBA and NHL regular seasons, we are again poised to deliver unparalleled coverage of the New York Knicks, Rangers and Islanders, New Jersey Devils and Buffalo Sabres, with hundreds of live games across MSG Networks and MSG GO this season. I am proud that last month, our continued commitment to programming excellence, was once again recognized with 10 New York Emmy Awards, which was top among New York area RSNs and brings MSG Networks' total to an impressive 299 Emmy in our history. As to our financial results, we continue to experience a decline in subscribers this quarter. And as a reminder this was the last quarter for which year-over-year comparability was impacted by our nonrenewal with Comcast. That said, as the NBA and NHL seasons continue, we hope to build on successes we had last year, which included record advertising revenue for our teams and all-time high levels of viewership and engagement on our streaming app, MSG Go. We expect advertising results this year to be driven by a robust sports gaming category from all 5 of our sports betting partners, growth from other national brands, including Airbnb, Amazon, Disney+, Netflix and Chipotle and a strong core of returning advertisers. On the programming front, new and expanded initiatives this year include 12 Bet casts across Knicks and Rangers games, the addition of Live Pickleball and over 30 local high school football games. And we will continue to explore new ways to offer and monetize our content while working to reach new audiences. In that regard, we are progressing in the design and development of our direct-to-consumer offering, and remain on track to launch in the second half of the current NBA and NHL seasons. So while the media landscape is certainly evolving, we continue to believe in the value of our premium content and our ability to innovate, to drive value for partners, advertisers and viewers alike. With that, I'd like to turn the call back over to Dave.

Thank you, Andrea. Let's now review our financial results for the fiscal first quarter. On a total company basis, we generated revenues of $401.2 million and adjusted operating income of $2.8 million. The Entertainment segment had $147.1 million in revenue, a significant improvement over last year's COVID-impacted quarter, primarily reflecting our busy schedule of events. Adjusted operating loss for the Entertainment segment was $44.4 million. This result reflects the strength of our bookings calendar, the seasonality of our business as the Knicks and Rangers regular seasons didn't begin until October, and the impact of expenses related to MSG Sphere as we prepare for the opening of MSG Sphere at the Venetian. Turning to MSG Networks. The segment generated $122.5 million in revenue and $32.9 million in AOI. AOI decreased on a year-over-year basis in the quarter primarily reflecting lower affiliate revenue as well as higher rights fees expense, which reflects the absence of reductions in media rights fees related to the shortened 2020, 2021 NHL seasons recorded in the prior year quarter and the impact of contractual rate increases in the current year period. These were partially offset by a decrease in SG&A primarily due to lower advertising and marketing expenses. Finally, Tao Group generated revenues of $132.7 million and adjusted operating income of $14.6 million. The increase in revenues versus the prior year quarter includes the impact of new openings and venues that had been closed in the prior year period due to COVID-19 as well as higher comparable venue revenues. The decrease in AOI also reflects the impact of increased staffing at the venue and corporate level as the business returns to normal operations as well as higher food and beverage costs, including the impact of inflation, which the team has been working hard to mitigate. Turning to our balance sheet. As of September 30, we had approximately $441 million of cash on hand and our debt balance was approximately $1.76 billion. And lastly, with respect to MSG Sphere at the Venetian, our project to-date construction costs through September 30 were approximately $1.78 billion, which includes approximately $226 million of accrued costs that were not paid as of September 30, and is net of the $65 million received from the Venetian. With that, I will now turn the call back over to Ari.

Thanks, Dave. Operator, can we open up the call for questions, please.

[Operator Instructions] And your first question comes from the line of Brandon Ross from LightShed Partners.

With the CapEx budget up again, can you walk us through your liquidity position and how you'll be able to financially get this project completed, and then maybe as part of that, can you speak to the magnitude and buckets of the cost reductions that you had mentioned? And whether or not this is going to impact the spin timing since presumably the MSGN cash flow is helping to fund this program.

Sure. Thanks, Brandon. Look, we're confident that we have sufficient liquidity from cash on hand and cash flow from operations to complete the construction of the Sphere at the Venetian in Vegas. A few items I'd highlight. First off, we're now in the midst of our seasonally strongest point of the fiscal year, with the Christmas Spectacular, the best months coming up for our bookings business, and the impact of the Knicks and Rangers seasons. And we're anticipating that we'll generate substantial cash flow from our core operations which we expect to continue to utilize for MSG Sphere. Second, while our plans are still being formulated, we do expect, as you mentioned, to implement a significant cost reduction program across our businesses and are planning to reduce or defer certain discretionary capital projects as well. So -- and aside from cash on hand and cash generated from our businesses, we also, if needed, have availability under our revolvers. And again, as a reminder, post spin, Sphere would have the 1/3 retained interest in SpinCo, SphereCo I should say, or RemainCo would have the 1/3 retained interest in SpinCo, which would be available in a tax-free exchange offer, but also to raise capital for general corporate purposes, if needed. So that's the first part of the question, Brandon. As far as our cost reduction efforts, we're still in the middle of this now. And I can't get into details on this call specifically. But what I'll say is, we're going to look holistically across all of our businesses to ensure all areas continue to be positioned for success in the future. And other than that, it's just premature to comment further at this time. And then lastly, the third part of your question was on -- with regard to the spin. What I can say is we're hard at work on it at this time. We're making great progress. As I just mentioned, we've made our initial Form 10 submission at the end of last month. And we're going to keep moving the process forward. That's where we are spin-wise.

And your next question comes from the line of David Katz from Jefferies.

I wanted to delve a little deeper into the sphere. The enthusiasm for it is obvious. I've been through it a few months ago and excited for it to open for 2 reasons. One, because it's exciting, and two, once it's open, the budget can stop going up. Can you just give us a little greater detail around how much of that is spent or contracted at this point versus how much of that budget may still remain in some variable state?

Sure, David. Just regarding the construction project in general, and given the recent announcement, we're going to deal with the impacts of inflation as well as global supply chain pressures across many areas of the project. As a reminder, we've talked to this before. We have numerous packages of work that were competitively bid to contractors many months ago, with all of the actual costs being determined on a time and materials basis on the back end, and that's how the project is being managed on a time and materials basis. As those materials are delivered and as the work gets completed, we're continuing to see certain costs go up across certain work streams. And again, it's an incredibly complex project, which has never been done before. So -- and as we've made progress, there are instances where we've had to refine 1/3 of our design plans or adjust our overall approach to certain aspects of the construction given its complexity, which also adds cost to it. In the recent weeks and months and for some of the reasons I've just outlined, we've seen higher costs in areas, including the build-out of the venue's interior spaces, the installation of the immersive technologies, including the interior display plane as well as the install of the Exosphere. And again, another reminder, we are building the largest LED screen in the world on the exterior. It's 580,000 square feet and the highest resolution LED screen in the world, on the interior is the size of 3 football fields. So in a lot of these first-of-their-kind construction areas, we are learning and adjusting as we go. What I can say on your question regarding where we are and where we're headed after a detailed review of our project cost to date and what we estimate through completion, we adjusted our construction estimates to the $2.175 billion. And at this stage, we have approximately 8 to 9 months to go on primary construction. And we're within the end, it's within our sites. And we're going to continue to manage every aspect of the construction as aggressively as possible.

That's helpful. And as my follow-up, if I may. With respect to Tao margins, I think those came in just a bit different from what we were looking for. Can you just talk about some of the puts and takes with Tao profitability and sort of what went on in the quarter and what we can expect, please?

Sure. Yes, margins for this quarter were down year-over-year, and this reflected the impact of increased staffing at the venue, coming out at COVID and the pandemic last year, they've continued to ramp up their venues. So the increased staffing at the venue and the corporate level as the business has started to return to normal operations as well as the continued impact of inflation on food and beverage costs. So our team is proactively managing the business to mitigate the impact of inflation in a number of ways, including menu engineering. Looking forward, our current expectation is that from a margin standpoint for Tao, our first quarter will be the toughest year-over-year comparison. And as the year progresses, we expect that margin headwind to ease. And I guess I'll just add, as we've mentioned before, we expect Tao's average long-term margins to settle in the mid-teens on a percentage basis with some potential fluctuation within the quarters.

Your next question comes from the line of David Karnovsky from JPMorgan.

I wanted to ask about the Tao Hotel in Orlando. Is this a licensing deal? Or are you taking a more active management role? And then what other opportunities do you see to extend the brand to kind of these adjacent hospitality areas?

Sure. We're -- first off, we're excited by today's announcement, and we think this is a natural evolution for Tao's growth strategy. The Tau branded hotel in Orlando will be a multifaceted property including a Tales and Bistro restaurant, rooftop pool experiences, various other hospitality spaces and it will serve as the anchor for O-Town West, which is a $1 billion 350-acre mixed-use community development in Orlando. With regard to the terms of the deal, some things to note, Tao will not be responsible for any of the capital funding, including preopening expenses. Tao will operate at flagship restaurant with economics similar to the company's typical managed deals where Tao will receive a share of revenue -- venue revenue and profit. Tao will also manage the food and beverage at the hotel for a share of revenue and profit and how we'll receive a licensing fee in exchange for the use of the Tao brand and related IP. So this particular hotel is expected to open in the calendar 2025. And then obviously, we're really excited about looking forward to it come together over these next few years. And to your question, the second part of your question, while the hotel in Orlando is our only planned hotel concept at this time, we are in, I'd say, very early-stage conversations with other developers, for additional Tao branded hotels in other markets. So that is a possibility.

Okay. And then just separately on the Sphere, wondering if at this point, you can maybe talk through how you see the sponsorship model for the venue I would assume the LED display, there's no kind of shortage of inventory to sell? And maybe you could speak to kind of early demand trends and what interest looks like at this point?

Sure. Thanks. You're right. The Sphere will have a tremendous amount of sponsorship opportunities and inventory capacity just given its physical size, scale and the digital Exosphere. We are already speaking with potential corporate partners across all major industries and seeing healthy interest for suites and sponsorship opportunities. What's even more encouraging is that several of these Sphere sponsorship conversations, it's probably not a surprise, are with existing major sponsors at MSG entertainment venues. So clearly, companies recognize the value of event sponsorship for Sphere. Similar to the Garden, the Sphere will have a variety of sponsorship tiers, ranging from lucrative founding partnerships to official partners all the way to transactional campaigns that will tend to be shorter in duration. And the inventory is meaningful. Just think about the brand inclusion opportunities for the largest LED screen in the world. And there are a lot more from traditional suites to our atrium, which is going to be incredible to the immersive gallery spaces. And we keep saying, and I'll say it again, the Exosphere it will ultimately be covered with 580,000 square feet of fully programmable LED panels, which will be seen by not only the millions of people who visit Las Vegas or come to our events, but really, as an iconic landmark that offers tremendous opportunities for social content that reaches far beyond Las Vegas. It will be a unique and powerful platform for brands, and we expect major sponsorship partner agreements to include Exosphere inventory, for sure. I realize some of this is hard to visualize without either having seen the Sphere in person or -- and experiencing it. But we anticipate strong demand for all the sponsorship and inventory opportunities. And just like our other venues, we will be creative in finding new and impactful inventory to utilize. We do feel very good about the sponsorship opportunities, especially in Vegas, it's the #1 destination for entertainment. And in our opinion, Sphere will be the #1 immersive experience in that city offers. And companies and brands are going to want to be associated with this experience.

Your next question comes from the line of Devin Brisco Wolfe Research.

Could you update us on how you're thinking about the long-term return on capital for Sphere based on the higher budget. It'd be great to hear your thoughts on opportunities across revenue streams given the higher CapEx and any color on costs that are flowing through now and long-term margin potential would be helpful.

Sure. Thanks. First, we remain confident in MSG Sphere in the Vegas that it will generate substantial revenues and AOI and at attractive margins once we open, we're focused on 3 key categories for content that will drive high venue utilization. First 1 being original transactions, which will run multiple times a day and take full advantage of the venues' technologies, performances such as concerts and residencies, marquee, sporting events, corporate events, expos, we already just talked about the opportunities that Sphere will provide for companies to showcase their brands, the Exosphere, premium hospitality spaces and club spaces, obviously, we'll create additional revenue opportunities for us. And we remain energized and enthused by the ongoing discussions we're having with potential partners, including leading filmmakers, global artists for the con residencies and potential corporate partners. We remain on track to open the venue in the second half of calendar '23. And now that we're within that time frame, we do expect to start sharing more directly positive news on items like original content sponsorships, corporate partnerships like the one we announced with Formula One and announcing music residencies at MSG Sphere in the near term. With regard to specific financial guidance, that is something that the management team and I continue to think through and evaluate, but at this time, we don't have anything more to share for this call.

Great. My second question is related to the busy calendar of the bets that you're seeing. From here is there's still capacity to host more events at the Garden and your other venues? Or is the growth opportunity primarily going to be driven by pricing power and mix of events going forward?

Sure. You're right. We're looking forward to what really should be an outstanding bookings year throughout the course of fiscal '23, it's been great so far. As we think about growing our bookings business, we're focused on 2 areas: increasing utilization and growing per event profitability. So first, on utilization, as a reminder, the Garden is obviously home to the Knicks and the Rangers, Radio City Music Hall is our only other venue with an anchor tenant, which is a Christmas Spectacular, which occupies that space for only a couple of months of the year. So our performance venue generally have a large slate of available dates to work from. We are increasing utilization in several ways. This includes more recurring programming such as longer residencies and multi-night runs like you saw recently with Harry Styles. We're also exploring new events and additional event categories like shows and expos, theatrical opportunities and so on. We're also creative in the ways that we look to maximize utilization, particularly at the Garden, including hosting multiple event types per day, while always -- and of course, we're weighing which events make the most strategic and financial sense for the company. And then when it comes to event profitability, we're focused on continuing to maximize the guest experience at our venues from the way customers buy food, beverage, merchandise to how we market and process tickets, which helps drive increases in our already high sell-through levels, we strive to give our customers the best experience in the industry. And we believe this approach will help drive improvements and [indiscernible] profitability and continue repeat visitors to our venues. Hopefully, that's helpful.

Operator, we have time for one last caller.

And your last question comes from the line of Paul Golding from Macquarie.

I wanted to ask maybe not Tao specific but Tao and the live events part of the business. It sounds like, at least from the Tao perspective, there are marginal headwinds in the near term. So I wanted to ask maybe more holistically for the business, how you see labor and F&B inflationary pressure at this point? Is it transitory in the near to medium term? Or do you see this now as more structural going forward? And then I have a quick follow-up on Sphere.

Sure, Paul. We talked to the Tao pieces, as you mentioned. With respect to the core live entertainment business, we did have some staffing issues coming out of the pandemic, but really like the rest of the industry, but those have largely subsided at this point in time. I wouldn't say we are seeing anything structural across our core entertainment business. Tao, we already talked to. So I don't have a whole lot to add to the Tao answer, and really nothing specific or alarming that we're seeing in our live entertainment space at all.

Great. And then looking at Sphere, any info you can give around how you plan to market the studio or the uniqueness of this format to potential promoters and tours, given how specific it is to your venue given the state-of-the-art design.

Sure. We've talked about that the Sphere is -- it's going to introduce an entirely new entertainment medium. It will be the first large-scale venue to deliver immersive experiences for up to 20,000 people at once with full of multisensory technologies. And this includes the original transactions, which -- attractions, I should say, which would be -- we're going to run multiple times a day and drive utilization of the venue as well as concert residencies, which will help drive our base of events. And to your point, to create and produce this content, we are hard at work at our studio in Burbank with creators and artists currently to bring these immersive experiences to life at Sphere. The studio itself features an ultra-high resolution LED and carrier screen. It's 1/4 of the scale of the full resolution type that's at the Sphere in Vegas as well as -- and it demonstrates the Sphere immersive sound, and so on at the studio. So we're -- not only are we energized by the possibilities, but these things are happening right now. There's tours constantly running through not only the studio, but the Sphere in Vegas. And we're currently working with, obviously, artists and global performers on the development of what we feel is going to be amazing content for the Sphere in Vegas.

And this ends our question-and-answer session. I will now turn the call back over to Ari Danes for some final closing remarks.

Thank you, and thank you all for joining us. We will speak with you on our next earnings call. Have a good day.

This concludes today's conference call. Thank you for your participation. You may now disconnect.