Good morning. Thank you for standing by, welcome to the Madison Square Garden Entertainment Corp. Fiscal 2023 2nd quarter earnings conference call. At this time, all participants are in a listen-only mode. After the speaker's remarks, there will be a question-and-answer session. If you would like to ask a question during this time, simply press star followed by one on your telephone keypad. 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, welcome to MSG Entertainment's Fiscal 2023 second quarter earnings conference call. Dave Byrnes, our EVP and Chief Financial Officer, will begin today's call with an update on the company's proposed spin-off, as well as a discussion of 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 investor 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. With that, I will now turn the call over to Dave. Thank you, Ari. Good morning, everyone. I'd like to begin today's call with an update on the progress we have made toward our proposed spin-off. As you know, in December, we announced a revised plan for the separation of our businesses and are now pursuing a spin-off of our traditional live entertainment business from our MSG Sphere, MSG Networks, and Tao Group businesses. We believe this revised structure is optimal for maximizing shareholder value as it creates two distinct companies, each with enhanced strategic and financial flexibility to drive long-term growth. One would be a pure-play live entertainment company with a portfolio of assets that includes the Madison Square Garden Arena and the Christmas Spectacular production. The other would pursue global growth opportunities around MSG Sphere, state-of-the-art venues that will deliver the next generation of entertainment experiences. Last month, we confidentially submitted an amended Form 10 statement with the SEC for the revised spin structure and expect to file our first publicly available Form 10 later this month. We also plan to issue an investor presentation on the new live entertainment company, which will include certain financial projections that illustrate the profitability of our core entertainment business. We are moving swiftly and anticipate completing the spin-off by the end of March, subject to various conditions, including final board approval. We are also continuing to make significant progress around MSG Sphere and expect to open the venue in September. In terms of construction, we are currently on track to finish installing LED on the Exosphere by the end of this month, marking a significant project milestone. In total, the Exosphere will be 580,000 sq ft of fully programmable LED lighting, creating the world's largest LED screen, set to be seen not only by the millions visiting Las Vegas, but also become an iconic global landmark photographed and shared on social. We have already started testing these screens and when illuminated, believe this will be an unparalleled canvas on the Las Vegas skyline for artists and brands to showcase original and impactful content. Inside the venue, we have begun installation of the 160,000 sq ft interior LED display plane, which will wrap up, over, and around the audience, creating a fully immersive visual environment and will be the highest resolution LED screen in the world. We're also continuing the build-out of the venue's interior spaces, including the suites and hospitality areas that will elevate hospitality to an entirely new level. Attending an event at MSG Sphere will be unlike anything anywhere in the world. We expect it will become a must-visit destination for the global audience that visits Las Vegas. Our content plans for MSG Sphere include a wide range of events from original immersive attractions to music residencies to marquee sporting and corporate events, all of which will take full advantage of the venue's state-of-the-art technologies. We are in active discussions with a number of iconic artists for residencies at MSG Sphere and are targeting between four and six headliners annually. We also plan to showcase our original immersive attractions multiple times a day year-round, a key reason why we believe MSG Sphere at The Venetian will become the most highly utilized venue in our portfolio. As you've heard us discuss before, we've been incredibly energized by the interest we're seeing from prominent filmmakers to create content specifically for Sphere. In the coming weeks, we plan to share details on our debut original attraction from a leading Hollywood director. We remain as confident as ever in the opportunity with MSG Sphere, and we look forward to sharing more details in the coming months. Now let's review our second quarter operational highlights, starting with the entertainment segment, where we continued our strong momentum from the start of the year. In total, we hosted over 380 events and more than 2.3 million guests across our performance venues this quarter. That included another busy schedule of concerts as demand from both artists and fans alike remains robust. In fact, once again, the majority of concerts held at our venues were sold out. We were also pleased to welcome back the Knicks and Rangers to the Garden this past quarter for the start of their 2022-2023 regular seasons. As we look ahead to the second half of fiscal 2023, our calendar continues to fill up as we head towards completing our first full year of bookings since before the pandemic. Turning to productions. Last month, the Christmas Spectacular successfully completed its 89th season and the show's first full run in three years, and the results clearly demonstrate the enduring popularity of this beloved holiday tradition. This season, we sold over 930,000 tickets across 181 performances and achieved revenues of more than $130 million. Average per-show revenue was up double-digit% versus both fiscal 22 and fiscal 20, which was the last holiday season unaffected by the pandemic. Total revenue exceeded fiscal 20 levels despite 18 fewer performances. These results also benefited from improving tourism as New York City continues to make its way back following the pandemic. We were pleased to see the number of individual tickets sold to tourists as well as group sales, a heavily tourist-driven category, both increase over 50% on a per-show basis year-over-year. We have also seen corporate demand remain strong across our business. Following a slate of successful renewals and new partnership announcements earlier this year, our marketing partnerships business remains on a path to exceed results for fiscal 19, our last full year before the pandemic. The same is true for premium hospitality, where we have now exceeded our annual goals on renewals and new sales across not only suite licenses, but also our two other key premium products, the Caesars Sportsbook Lounge and HUB Loft. Turning to Tao Group. Our second quarter results reflected strong performance across Tao's slate of restaurants. As a reminder, during the year-ago second quarter, Tao's business faced the impact of the Omicron variant, which disrupted operations and dampened demand for corporate events during the holiday season. This year, we were pleased to see the return of the high-margin banquets business, particularly in Las Vegas and New York, another sign of the returning demand for corporate entertaining in our key markets. In addition, this quarter's results reflected the impact of a number of new venues, including LAVO Restaurant in Los Angeles, which opened last March, and LAVO in San Diego, which opened in June. Tao also opened four new branded locations at the Moxy Hotel on New York City's Lower East Side during the quarter. Another great example of Tao building on its hub strategy within a market. As we look ahead, Tao continues to make progress on its pipeline of new projects. By the end of the third fiscal quarter, Tao is expected to have opened another three new locations, including one in Las Vegas, expanding the company's foothold in that market to 15 total branded locations. These openings will be followed by a new waterfront restaurant in Miami before the end of the fiscal year, growing Tao's presence there as well, along with a slate of other projects around the world as we start looking to fiscal 2024 and beyond. With over 70 branded locations in more than 20 markets across four continents and growing, Tao Group has truly transformed into a global entertainment, dining, and nightlife powerhouse since we acquired a majority interest in 2017. As you know, we regularly evaluate ways to maximize shareholder value and believe that now is the appropriate time to explore a potential sale of our interest in Tao. While there is no assurance this process will result in a transaction, Tao's recent success and future growth opportunities have generated significant interest from potential buyers. We will keep you updated as we have additional information to share. In summary, we are pleased with our positive momentum and look forward to the second half of the fiscal year as we continue to pursue strategic opportunities, including our planned spinoff and our MSG Sphere initiative that we are confident will position us well to drive long-term shareholder value. With that, I will now turn the call over to Andrea. Thank you, Dave, and good morning. At the halfway point of the NBA and NHL regular seasons, we are once again delivering a full slate of live games across our five professional sports teams, along with comprehensive pre- and post-game coverage, behind-the-scenes footage, and a host of other unique programming for our audiences. We have also recently completed renewals with several distributors, including a multi-year agreement with one of our largest affiliates. As to our financial results, while we again experienced a decline in subscribers this quarter, we continue to build on our success in advertising, delivering year-over-year growth in advertising and sponsorship revenue. This increase reflected both the timing of live game telecasts as compared to the prior year, as well as continued growth in advertising revenue on a per game basis. We are benefiting from our strong core of returning advertisers, including the full run rate impact of our five sports betting partners and increased demand from categories such as auto and insurance. We are also pleased to see increasing advertiser demand for our non-ratings based initiatives with significant year-over-year increases in branded content and our MSG Go product as our partners continue to recognize the platform's benefits in reaching additional viewers. We have been executing on several new content and distribution opportunities. In December, we aired our first ever NHL BetCast presented by DraftKings, one of 12 BetCasts we have planned across Knicks and Rangers games over the course of the 2022-2023 season. In addition, we recently launched nationally MSG SportsZone, a new free ad-supported streaming TV channel, which features a mix of original programming from our content library. MSG SportsZone is currently available on Plex, with other distributors expected to launch shortly. The introduction of this fast channel provides us incremental opportunities to monetize our current and archive non-game content and increases the exposure for our original sports gaming and other programming to a new national audience. At the same time, we've been progressing in the development of our direct-to-consumer offering, including product type, pricing, and technical requirements. We remain in ongoing discussions with potential distribution, content, and advertising partners. Through all of this, we've gained valuable insight into what an optimal product would look like. For example, how we can best integrate this new D2C platform with our current authenticated product, MSG Go, to create a streamlined experience for our users. Which integration we have decided to implement at launch. We plan to offer annual, monthly, and per game subscriptions and look forward to sharing more details, including preliminary pricing in the very near future. As we take these factors into consideration, we now expect to launch our D2C product, MSG+ over the summer and prior to the start of next season, which we believe best positions us to realize the full potential of this overall opportunity. I'd also like to take a moment to acknowledge the recent cost reduction program we've implemented in our business. After a thorough strategic review, we identified certain operating efficiencies which will result in meaningful cost savings going forward. We remain mindful of the evolving ecosystem in which we operate and believe the activities we've outlined have certainly put our business on stronger ground. With that, I'd like to turn the call back over to Dave. Thank you, Andrea. Let's review our fiscal 2023 second quarter financial results. On a total company basis, we generated revenues of $642.2 million and adjusted operating income of $124.1 million, an increase of 24% and 63% respectively as compared to the fiscal 2022 second quarter. As a reminder, the prior year quarter was impacted by the Omicron variant, which resulted in a shortened run of the Christmas Spectacular, a number of canceled and postponed events in our bookings business, and a temporary impact to both demand and operations at Tao. Starting with the entertainment segment, we generated revenues of $356.5 million and AOI of $66.3 million, both up significantly on a year-over-year basis. These increases were primarily driven by a full run of the Christmas Spectacular, the start of the Knicks and Rangers seasons, and continued strength in our bookings calendar. AOI also reflected the impact of expenses related to MSG Sphere, as well as costs related to the company's planned spin-off. We anticipate Sphere costs continuing to increase over the remainder of the fiscal year as we prepare for the planned opening. Turning to MSG Networks, the segment generated $158.9 million in revenue and $39.3 million in AOI, decreases of 1% and 10% respectively as compared to the prior year period. The decrease in AOI primarily reflected lower affiliate revenue and higher rights fees expense, as well as higher other programming and production costs. These were partially offset by growth in advertising revenue. Tao Group generated $136 million of revenue and $18.7 million of AOI, up 16% and 7% respectively as compared to the prior year period. The increase in revenues was driven by higher comparable venue revenues as well as the impact of new openings. AOI results also reflect higher venue level and corporate labor costs, as well as higher entertainment costs. Turning to our balance sheet. As of December 31st, we had approximately $554 million of cash on hand and restricted cash, and our debt balance was approximately $2.01 billion, reflecting our recent MSG Sphere financing completed at the end of the quarter. Our construction cost estimate for MSG Sphere remains $2.175 billion, while project to date construction costs through December 31st were approximately $2 billion, which includes approximately $236 million of accrued costs that were not paid as of December 31st and is net of the $65 million received from The Venetian. Lastly, with respect to the cost reduction program, which we announced last quarter and Andrea touched on earlier, we have now completed a strategic review of our businesses and have identified a number of efficiencies across our entertainment and MSG Networks segments. This includes targeted headcount reductions, which have now been implemented and resulted in a restructuring charge of $13.7 million in the fiscal second quarter, as well as other non-labor related cost savings initiatives. With that, I will now turn the call back over to Ari. Thanks, Dave. Operator, can we open up the call for questions? At this time, I would like to remind everyone, in order to ask a question, press star, then the number one on your telephone keypad. Your first question comes from the line of Brandon Ross from LightShed Partners. Your line is open. Hey, good morning. Thanks for taking the questions. I wanted to start with Sphere, and I think all of us investors are certainly looking forward to the building opening in September. What can you say to give them confidence that the building will generate immediate and substantial revenue when the doors open after this CapEx cycle? Sure, Brandon. Thanks. Let me start by saying that we're confident that MSG Sphere in Las Vegas will generate substantial revenues and adjusted operating income once we open. We're making good progress on our plans and expect to have quite a bit of news to share with you as we make our way towards the opening. Look, we feel we have the best relationships and partners in the industry, whether it's with artists, promoters, sponsors, and others, and are working to extend those relationships to Sphere where it's appropriate. We're not starting from square one in that regard. Let's touch on where we are with content plans. We're in active discussions regarding a wide variety of event types, including music residencies, and expect to have our first residency help us open the venue in September. I'd also add that we're targeting between four and six residency headliners every year. That could obviously vary depending on the length of the residency. We also see the opportunity with major market events like Formula One, which is doing a multi-day takeover in November for their inaugural Las Vegas Grand Prix. We've talked about original attractions as being another key component of our plans to really drive the high utilization at the Sphere. We continue to expect to run these originals multiple times a day, year-round. We believe Vegas is the perfect market for these attractions, given the 40+ million tourists that visit Vegas annually. I briefly mentioned it earlier. In the coming weeks, we will be announcing our first original attraction from a leading Hollywood director, which we expect to debut also around the time that we open the venue. In terms of advertising, sponsorship, and premium hospitality, the Sphere will have a variety of sponsorship tiers ranging from lucrative founding partnerships to official partners, all the way to transactional campaigns that tend to be shorter in duration. We'll also have 23 VIP suites and additional premium hospitality areas throughout the venue. Just in terms of the progress we're making on that front, In November, we hosted 150 potential Las Vegas suites and VIP partners for a first look event. During CES in January, we hosted site tours on each of the days during CES for representatives from some of the world's leading brands. We're now speaking with potential corporate partners across really every major industry, and we feel very good about the opportunity we have to translate those conversations into partnerships. You know, Las Vegas is the number one destination for entertainment, and the Sphere will be the number one immersive experience that the city offers. Companies and brands are going to want to be associated with that experience. You know, with all of that, we remain confident about the opportunity we have in Las Vegas, and we look forward to sharing more positive news on all of this with you. Great. I know what residency I'm hoping for. On Tao, can you maybe help us think about the valuation and what you expect to get in return for that asset? I know you don't know the exact sell price at this point, but maybe if you could just kind of frame up in broad strokes what you're thinking on valuation and how much interest there's been so far? Sure. I'll try to help the best I can with the valuation question. Just as a reminder, we originally paid $181 million for a 62.5 majority interest in Tao in 2017. At that time, that equated to an enterprise value of approximately $400 million. Our interest is now approximately 67%, and that's for a combined Tao Hakkasan business. Since 2017, Tao has transformed into the global powerhouse that it is today. The business has grown to over 70 branded locations across four continents. This scale is reflected in its financial results. In fiscal 22, Tao had revenue of $485 million and AOI of nearly $70 million. It's Tao, it's Tao's phenomenal employees. We believe their management team is the best in the business. They just have an enviable portfolio of brands and venues. The business also has a long way to continue to grow its venue portfolio, both domestically and internationally. As a result of all of this, the bidding process is extremely robust with significant interest from multiple bidders. At this point, we're moving forward. We're through the process, and we'll keep you updated as we have additional news. Cool. Thanks so much. Thanks, Brandon. Your next question comes from the line of David Karnovsky from J.P. Morgan. Your line is open. Thanks. Andrea, on the DTC product, can you remind us if you have rights to package the games any way you want? For instance, could you sell half or a quarter of a game? How should investors think about the financial model for this product? Would it be EBITDA accretive in season one, or does this need to reach a certain scale? Hi, David. Well, you know, as we said, in our prepared remarks at the outset, at launch, we'll be offering per game, monthly, and annual subscriptions. We'll certainly evaluate other types of consumer offerings if they make sense, likely after launch. Yeah, we've talked about the rights before. As to rights, you know, we've reviewed our plans in depth with the leagues, they're entirely supportive of what we're doing. You know, as to your second question in terms of opportunities for MSG+, we certainly believe it'll be value accretive. Without getting into the specifics, we do know that there are millions of homes in the region that don't today receive our networks. We've conducted extensive consumer research. It's shown that among fans that don't today receive us in the bundle, there's definitely interest in subscribing to a DTC offering. We also believe that we'll benefit from the combination of MSG Go with MSG+ into a single offering, that'll allow for greater utilization by our authenticated subscribers on additional platforms because we'll be fulsome in the number of platforms on which MSG+ will be available. That provides us with increased potential combined monetization opportunities. You know, we also have many efficiencies in place today with our existing business, with our programming, our staffing, our technology, and our learnings from MSG Go. You know, in short, without getting into specifics, we certainly believe that MSG+ will be value accretive. separately, David, just wanted to see if you could update on the live event pipeline concert and residency demand generally. I'm curious, just given economic headwinds, do you see any difference in demand for sort of mega acts that we know are selling really well, at places like the Garden versus smaller acts that you service at, you know, Radio City or theater? Sure, David. Thanks. Let me just start by saying we're really pleased to say that demand from artists and fans remains robust. A majority of concerts held at our venues during the quarter were sold out and that was the case at both the Garden and across all of our theaters. Average show attendance at each of our venues through the second quarter has been in line with last year, which obviously benefited from pent-up demand coming out of the pandemic. You know, we haven't seen anything other than that enthusiasm being sustained. As we look ahead to the second half of this calendar year or this fiscal year 23, our calendar continues to fill up, and our theaters continue to attract a wide range of genres, repeat acts, new acts, and multi-night shows. We've also continue to see strong on-sale activity over the last few months, including, you know, some of the recent multi-night sellouts from certain on-sales like Madonna, Janet Jackson, RBD at the Arena, Bono at The Beacon, and several others. We feel really good about the remainder of the year and beyond at this point. Thank you. You're welcome. Your next question comes from a line of Devin Briscoe from Wolfe Research. Your line is open. Thanks for the question. Could you talk a bit more about the decision to explore sale of Tao Group? Why is now the right time to undergo this process? Is part of the rationale to use proceeds to fund construction of the Sphere or other Sphere initiatives? If not, what are your capital allocation plans with proceeds, assuming a sale is completed? Sure. Thanks, Devin. As I just mentioned, you know, since we bought the majority interest in Tao in 2017, it's transformed, formed into the global powerhouse that it is today, and it's clearly reflected in its financial results. As you know, this company, our board, our management team, have a track record of regularly exploring ways to maximize shareholder value. You know, we believe that now is the appropriate time to explore potential sale of our interest in Tao. In terms of the use of the proceeds from the potential sale, let me start by saying that we are comfortable with the fact that we have the appropriate liquidity to complete construction of MSG Sphere in Las Vegas. We have substantial cash on the balance sheet. Our business is generating positive operating cash flow, and we have revolver capacity if needed. With the recent cost reduction program that we just completed, including at MSG Networks, our business is even on stronger ground today. To the extent we move forward with the sale, the sale of Tao would provide Sphere Co. with enhanced financial flexibility, period. We could see those proceeds benefiting all businesses at Sphere Co. as that entity, really after the spin-off, evaluates opportunities to appropriately allocate capital. Thanks. I have a second question on MSG Networks. As you move closer to a DTC launch, how are your discussions with linear distributors progressing? Will the DTC launch cannibalize affiliate rates at all, or is there a way to protect linear streams? Yeah ... while also reaching incremental consumers outside the bundle? Thanks for the question. Well, as to our current distribution partners, we've indicated before that we have the flexibility in our existing agreements to offer this D2C product in the way we contemplate. However, you know, we remain very mindful of our traditional linear business and those important partnerships, including the value that we derive from those very important partnerships. You know, we've indicated that we'll have more to say about the product, including the pricing of the product in the very near future. That said, we believe there remains continued value in the bundle, and our D2C offering, including our pricing for that offering, will most certainly take that into consideration. Thank you. Thanks, Devin. Operator, we'll take one last caller. Your final question comes from the line of Paul Golding from Macquarie Capital. Your line is open. Thanks so much. I wanted to ask, first off, if we could get a little more color on the cost reduction program, the headcount reductions. I know you mentioned it's across entertainment and networks. I guess, where did you see the opportunity to cut costs in each of those, maybe more specifically, and what drove that? Then a follow-up around the spin. More or less, what kind of sort of background could you give on the SpinCo capital allocation strategy going forward? Post-spin, we'll have the legacy entertainment business, but, just trying to understand where you go from capital allocation from there. Thanks. Sure, Paul. First on your cost reduction question. While we're not providing specifics, you know, I'll say that we identified a number of efficiencies across both entertainment and MSG Networks, that included targeted headcount reductions, which resulted in the $13.7 million of restructuring charges that you see in the second quarter. We also identified and implemented a number of non-labor related cost reductions. You know, as Andrea has mentioned, that we expect these initiatives will result in meaningful cost savings going forward, particularly at MSG Networks. On your capital allocation question for SpinCo. Yeah, as we think about our capital allocation priorities for that business, the first is always to maintain adequate liquidity to fund operations. Second is to ensure that we have a strong balance sheet. As you know, the live entertainment business took on debt during the pandemic. There's currently a little less than $680 million outstanding under that facility. In the nearer term, we expect our priority would be debt paydown for SpinCo. Third, over time, we would certainly explore other uses of cash flow, including return of capital. Just a note on that, we expect SpinCo will be well-positioned to generate cash, which will allow for rapid deleveraging. This starts with our expectation for strong AOI on an annual basis for SpinCo. Just, you know, on that point, again, note that we plan to issue an investor presentation on SpinCo with certain financial projections that will illustrate this profitability. Again, we think, you know, this will position SpinCo well to quickly delever, which will then open the door for other potential uses of cash flow for SpinCo. Great. Thanks so much. You're welcome, Paul. Thanks. All right. Thank you all for joining us. We look forward to speaking with you on our next earnings call. Have a good day. Good. This concludes today's conference call. Thank you for your participation. You may now disconnect.