Madison Square Garden Entertainment (MSGE) risk factors, FY2025 10-K

Risks Related to Our Business

1. 01Our business faces intense and wide-ranging competition that may have a material negative effect on our business and results of operations
2. 02The success of our business depends on the continued popularity of the Christmas Spectacular production, and the entertainment and sporting events we host at our venues, the decline of which could have a material negative effect on our business and results of operations
3. 03Our business strategy may, in the future, include the development of new productions, which could require us to make considerable investments for which there can be no guarantee of success
4. 04We depend on licenses from third parties for the performance of musical works at our venues, the loss of which or renewal of which on less favorable terms may have a negative effect on our business and results of operations
5. 05Our properties are subject to, and benefit from, certain easements, the availability of which may not continue on terms favorable to us or at all
6. 06A change to or withdrawal of a New York City real estate tax exemption for the Madison Square Garden Complex may have a material negative effect on our business and results of operations
7. 07Our business has been adversely impacted and may, in the future, be materially adversely impacted by an economic downturn, recession, financial instability, inflation or changes in consumer tastes and preferences
8. 08Our operations and operating results have been, and may in the future be, materially impacted by a pandemic or other public health emergency, such as the COVID-19 pandemic
9. 09We do not own all of our venues and are subject to risks associated with leasing these venues and our corporate office space, any of which may have a material negative effect on our business and results of operations
10. 10The geographic concentration of our business could subject us to greater risk than our competitors and have a material negative effect on our business and results of operations
11. 11Our business could be adversely affected by terrorist activity or the threat of terrorist activity, weather and other conditions that discourage congregation at prominent places of public assembly
12. 12We may pursue acquisitions and other strategic transactions and/or investments to complement or expand our business that may not be successful
13. 13Our business is subject to the general powers of federal, state and local governments, as well as foreign governmental authorities. We are also subject to the rules, regulations and decisions of the NBA and NHL to the extent such rules, regulations and decisions impact Knicks and Rangers home games
14. 14Our business is subject to seasonal fluctuations, and our operating results and cash flows have in the past varied, and could in the future, vary substantially from period to period
15. 15Labor matters may have a material negative effect on our business and results of operations
16. 16There is a risk of injuries and accidents in connection with our venues, which could subject us to personal injury or other claims; we are subject to the risk of adverse outcomes or negative publicity in other types of litigation

Risks Related to Indebtedness and Financial Condition

1. 17We have substantial indebtedness and are highly leveraged, which could adversely affect our business
2. 18The Company is highly leveraged with a significant amount of debt and may continue to incur additional debt in the future. As of June 30, 2025, our total indebtedness was $609 million, $30 million of which matures before the end of Fiscal Year 2026
3. 19As a result of this indebtedness, we are required to make interest and principal payments on our borrowings that are significant in relation to our revenues and cash flows. These payments reduce our earnings and cash available for other potential business purposes
4. 20We have in the past incurred substantial operating losses, adjusted operating losses and negative cash flow and there is no assurance we will have operating income, positive adjusted operating income or positive cash flow in the future

Risks Related to Cybersecurity and Intellectual Property

1. 21We rely upon cloud computing services to operate certain aspects of our business and any disruption of or interference with our use of these services would impact our operations and our business would be adversely impacted
2. 22We face continually evolving cybersecurity and similar risks, which could result in loss, disclosure, theft, destruction or misappropriation of, or access to, our confidential information and cause disruption of our business, damage to our brands and reputation, legal exposure and financial losses
3. 23We have in the past and may in the future become subject to infringement or other claims relating to our content or technology
4. 24Theft of our intellectual property may have a material negative effect on our business and results of operations
5. 25We are materially dependent on affiliated entities’ performances under various agreements
6. 26The services agreements and certain of the commercial arrangements are subject to potential termination in the event Sphere Entertainment or MSG Sports and the Company are no longer affiliates, as applicable
7. 27We may have a significant indemnity obligation to Sphere Entertainment if the MSGE Distribution is treated as a taxable transaction
8. 28We are controlled by the Dolan Family. As a result of their control, the Dolan Family has the ability to prevent or cause a change in control or approve, prevent or influence certain actions by the Company
9. 29We have elected to be a “controlled company” for NYSE purposes, which allows us not to comply with certain of the corporate governance rules of the NYSE
10. 30Future stock sales, including as a result of the exercise of registration rights by certain of our stockholders, could adversely affect the trading price of our Class A common stock
11. 31Certain parties have registration rights covering a portion of our shares of Class A common stock
12. 32We share certain directors and officers with Sphere Entertainment, MSG Sports and/or AMC Networks, which means those officers will not devote their full time and attention to our affairs and the overlap may give rise to conflicts