Venu Holding Corporation

Good afternoon and welcome to Venue Holding Corporation's second quarter 2025 financial results and business update. Earlier today, Venue, trading under the ticker symbol VENU, issued a press release summarizing the company's second quarter 2025 performance following the filing of its quarterly report on form 10-Q for the period ending June 30, 2025. This conference call is being recorded and will be available online along with the earnings press release at Venu.live in accordance with the company's retention policies. All participants on today's call are in listen only mode. Following our prepared remarks, we will open the line for a Q&A session. At this time, I'd like to turn the call over to Heather Atkinson, Chief Financial Officer of Venu Holding Corporation. Heather, please go ahead.

Thank you all for joining Venu Holding Corporation's June 30, 2025 second quarter earnings call and business update. On the call today, we have our senior leadership team, myself, founder, chairman and CEO, JW Roth, COO and President Will Hodson, President Tom Ashley and President Terry Liebler. Following the Safe Harbor Statement, JW will begin with a review from across the business and key highlights from the quarter. I will then present a summary of our quarterly financial results. After that, Will is going to provide details and operational insights. Finally, as our operator mentioned, we'll open the call for questions. We'd like to remind everyone that various remarks about future expectations, plans and prospects constitute forward-looking statements for purposes of Safe Harbor provisions under the Private Securities Litigation Reform Act of 1995. Venu cautions that these forward-looking statements are subject to risks and uncertainties that may cause our actual results to differ materially from those indicated, including risks described in the company's annual report on Form 10Q for the quarter ended June 30, 2025 and on our other filings with the SEC, all of which can be reviewed on the company's website at venu.live, spelled -N-U dot -V-E, or on the SEC's website at SEC.gov. Any forward-looking statements made on this conference call speak only as of today's date, Thursday, August 14, 2025, and Venu does not intend to update any of these forward-looking statements to reflect events or circumstances that would occur after today's date, except as may be required by federal security laws. With that, I'd like to turn the call over to our founder, chairman and CEO, J.W. Rodham. J.W.?

Great. Thank you, Heather. And thanks to me and to all of you for being here. I'm going to dig into some prepared remarks and then we'll move on to our question and answer session. As we close out this quarter, we're seeing the pieces come together for what's going to be a defining moment in our growth history. While our attention this quarter has been heavily on our balance sheet, it's all with the P&L in mind. Every decision that we make today, every ticket that we sell, every alliance that we form, and every strategic transaction is designed to fuel long-term profitability. We're building the foundation today to keep pace with and sustain our growth. Here's the deal. Our growth is guided by four clear priorities. First, expanding our markets across the nation. Second, bringing current developments over the finish line and packing their calendars with great content. Third, growing our fire pit suite sales with a focus on high-impact, triple net transactions that go straight on to our balance sheet. And finally, unlocking strategic value through high-value opportunities like naming rights and sale lease backs. Let's start with our pipeline. We've built a powerful development engine anchored by a rigorous site selection process that ensures every location we choose is backed by a strong public-private partnership. Our municipal pipeline now includes 38 communities engaged in conversations about bringing venue to their area. To accelerate these agreements, we have a strong partnership with industry leader Ryan LLC. This three-year partnership is tasked with delivering two new municipalities every quarter. And on average, we can expect to add between $150 to $300 million to our balance sheet with each delivered development agreement. Typically, this process takes about 12 to 14 months to break ground and then another 14 months or so to build. Depending on market size, site selection includes amphitheaters and indoor entertainment campuses. The demand is undeniable. Why not every municipality will ultimately see a world-class venue within their city limits? The sheer volume of interest speaks to scale of our outreach. On the construction side, we have a big year ahead. Currently on track to open three new amphitheaters that will host year-round programming as well as one new entertainment campus in Centennial, Colorado, set to open in 2026. As mentioned in previous reports, Lux Fire Suite sales are the backbone of everything we're building. And remember, these sales go directly onto our balance sheet. Until now, these opportunities have been sold through upfront cash or structured financing models. But back in May, we announced the newest way to ownership, a triple net real estate leaseback model, sold both directly and through our partners at Sands Investment Group. Unlike traditional sales, triple net deals not only generate upfront cash but also deliver lasting impact on future earnings with the retention of premium inventories. Since that announcement, we have seen an immense surge in that demand. This program is growing fast and has far exceeded early forecasts. We believe that this will eventually become the new flagship program in our ecosystem here at Venue. Further, one of the most exciting milestones is a project that is currently on the horizon. From the day we began our journey, we have been clear on how we intend to fund all of our expansion, partially through public-private partnerships, partially through the sale of our fire suites, and then toward the end of every project, the sale leaseback of the ground underneath the development. The current opportunity is intended to complete the financing of our fire suites and will likely result in a development profit. We have been presented with a significant opportunity to alleviate, I'm sorry, to activate sale leaseback opportunities. Once completed and accepted, the current one is expected to generate $188 million in, $188 million. And a development profit of roughly $35 million in the fourth quarter of this year with another $35 million expected in the fourth quarter of 2026. If Q2 proved anything, it's that the foundation is set and we are roaring ahead. The fans are getting what they've always deserved. Our model is working. Municipalities are hungry. Momentum is real and the market is ours to take. In closing, everything that we've been working on is pointing to a development profit in the fourth quarter of this year and operationally profit in third quarter, fourth quarter of 2026. The future we've been building toward is right in front of us and it's coming fast. We are on pace to add more than $5 billion in completed project value over the next 36 to 48 months. And if Q2 is any sign, we've laid the foundation for big things to come. With this strong momentum in mind, I will now turn it over to our Chief Financial Officer, Heather Atkinson.

Great. Thank you so much, JW. Now to dig into the project. Our total assets increased to $242 million, up 63.6 million or 36% as of June 30, 2025. This is up $178.4 million from -31-2024. Our property and equipment increased to $199.2 million, up $62 million or 45% as of June 30, 2025, from $137.2 million at December 31, 2024. Our Lux Fire Suite and Aikman Club sales reached $61.3 million through June 30, 2025, up $15.5 million or 34%, from $45.8 million from June 30, 2024. This included sales of Lux Fire Suites through traditional cash sales, fractional financing, and the start of our triple net lease interest in fire suites as well. Our total revenue of $4.5 million rose 7% or $312,000 for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, of $4.2 million. The overall increase in the three months ended June 30, 2025 was primarily attributable to Ford Amphitheater being open in the three months ended June 30, 2025, compared to not yet being open for the three months ended June 30, 2024. Our total revenue of $8 million for the six months ended June 30, 2025, as compared to $8.1 million for the six months ended June 30, 2024, was a decrease of 2% or $128,000. This overall decrease was primarily attributable to the decrease in overall restaurant sales period over period. The company's operational management team is laser focused on growing top line revenue at the restaurants during the second half of 2025 that Will is going to describe in greater detail in the operational update here in a few moments. Our Amphitheater operations generated net revenue to Venue, which is defined as profit after Venue split with AEG, who is the operator of Ford Amphitheater, with receipts from our naming rights agreement, which are outside of Venue's AEG partnership agreement combined for $598,000 for the three months ended June 30, 2025, and $769,000 for the six months ended June 30, 2025. Over the start of our 2025 season at Ford Amphitheater with just 10 shows through June 30, 2025, this location generated gross receipts of $4.7 million. These gross receipts, which are inclusive of ticket sales, concessions, ticketing fees, premium upgrades, merchandise, as well as other receipts, are subject to the split with AEG. This concludes our review of the quarterly and -to-date financial results. I will now hand it over to Will to walk us through the operational insights and key drivers from this quarter. Will?

Thanks, Heather. Great to have everybody here on the call with us today. We continue to fine-tune operations across the board. We're pursuing every opportunity to maximize returns and smooth out inefficiencies. Our approach is focused on operational discipline while finding creative ways to enhance the guest experience and leverage insights to improve our margins along the way. To get into some examples of that in action this quarter, Colorado transitioned one of its restaurants, Noats Eatery, in 2025 to a weekend brunch and private events model, resulting in an overall 10% Q2 revenue decline versus last year, but ultimately delivering a profitable sale of the property and reducing overall drag on the complete portfolio. The rest of the restaurant's divisions direct sales, however, held steady in Q2 as we continue to position ourselves for strong growth moving forward. We are actively testing menu innovations for Bourbon Brothers Properties, as well as limited time offers and data-driven areas of growth by day part, meal period, and even by hour to give guests more of what they love. In event operations, total tickets sold rose 8%, along with two additional shows compared to the same period last year. This partially offset softness in corporate private events, leading to a marginal overall revenue decline. However, to capture more growth, we're rolling out fresh sales strategies, new collateral, and targeted marketing aimed at the higher net worth event clients. Our partnerships with leading promoters and agencies and operators continue to expand, adding high caliber events deep into the touring season. Several additional long-term agreements are expected in the weeks ahead, including those venues currently under construction across Texas, Oklahoma, and beyond. We're really moving there. In Colorado, Ford Amphitheater concert operations didn't miss a beat from a stellar inaugural 2024 season by hosting 10 shows in Q2, generating receipts of $4.7 million that Heather mentioned. Two highlights, important highlights of note, food and beverage sales increased by $1.90 per head, or 9% versus full season 2024, and operating costs were reduced by 10% per show on average versus last year. This is only the beginning. The remainder of the season will feature top touring talent such as Chicago, Miranda Lambert, and the Red Clay Strays at our Polestar nominated Ford Amphitheater. Now adjacent to the venue, Ross See and Steak is on track for its fall 2025 opening. We are super excited with a team of Michelin starred kitchen and world class dining rooms. It will bring a premier fine dining experience to our campus. Now for the balance of 2025, our focus remains on testing and scaling guest spend drivers, removing friction in sales to increase transactional speed, deploying intentional pricing and offers to boost frequency, curating immersive entertainment events, and deepening local connections in the communities we serve. Driving both top line growth and lasting brand loyalty. Looking forward, our team is already booking into 2026, pointing to a robust outdoor concert season across all our properties coupled with elevated food and beverage offerings, premium experiences, and enhanced in venue amenities. Three new amphitheaters and an indoor venue alongside fresh strategic alliances and strengthen community engagement initiatives are all on the horizon. As JW said before, we're building the foundation today to keep pace with and sustain our growth strategy. It's a super exciting road ahead of us. And with this pipeline of growth, we are well positioned to deliver. Thanks again for spending time with us today. Appreciate it. With that, I'll turn it back to JW.

Well, thanks, Emilian. I'm going to kick it back to the operator for question and answers.

At this time, if you would like to ask a question, press star, then the number one on your telephone keypad. To withdraw your question, simply press star one again. We will pause for just a moment to compile the Q&A roster. Your first question comes from Marty Calvert with Morgan Stanley. Please go ahead.

Hey, JW and team, great quarter. It was fantastic. I just wanted to, you mentioned it in your prepared remarks about momentum, and it seems like you're getting momentum in pretty much every single one of your aspects of your business. Can you talk about any of the drivers that you see going forward in that momentum and why that momentum is increasing in partnerships and the list goes on and on?

Yeah, first, Marty, just thank you for your question. Thank you for all your support and all that you do for us. Honestly, we're just excited about everything. I mean, the fractional ownership programs that we have here, they're roaring. I mean, the triple nets are coming on strong. Expect to close out the next two quarters with over $100 million in new sales. New market expansion is roaring. We have 38 communities that we're engaging right now that are going to result in a couple of new deals every quarter for the next year or so. The new revenue channels and next gen revenue channels that we're working on are hitting on all cylinders. And so, you know, it's just exciting and disruptive stuff. So I thank you for your question. And at the end of the day, I can just answer it by saying, you know, this team is just, it's just working. And so I can't be more excited about where we're at.

Thank you, JW.

With no further questions in queue, that concludes our conference call for today. Before we sign off, the company also wanted me to pass a friendly reminder. If you would like to receive alerts for news, reports, or other filings, you may subscribe to them at .venue.live. Thank you so much for your participation and have a great evening.