Venu Holding Corporation

Good afternoon and welcome to Venue Holding Corporation's third quarter 2025 financial results and business update. Earlier today, Venue Trading under the ticker symbol Venue issued a press release summarizing the company's third quarter 2025 performance following the filing of its quarterly report on Form 10Q for the period ending September 30, 2025. This conference call is being recorded and will be available online along with the earnings press release at venue.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 the Q&A session. At this time, I'd like to turn the call over to Heather Atkinson, Chief Financial Officer of Venue Holding Corporation. Heather, please go ahead.

Thank you all for joining Venue Holding Corporation's November 14th, 2025 third quarter earnings call and business update. On the call today, we have our senior leadership team, myself, founder, chairman, and CEO, J.W. Roth, President Will Hodgson, President Tom Ashley, and President Terry Lee Blair. Following the safe harbor statement, we 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, we will provide some 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. Venue 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 quarterly report on Form 10-Q for the quarter ended September 30, 2025, and our other filings from the SEC, all of which can be reviewed on the company's website at venue.live, spelled V-E-N-U dot L-A-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, Friday, November 14, 2025. A venue 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 securities laws. With that, I'd like to turn the call over to our founder, chairman, and CEO, J.W. Ross.

Heather, thank you, and good afternoon, everyone. I appreciate you joining us today. I'm going to begin by walking you through key updates from the quarter. The third quarter was another milestone for Venue. Our mission remains clear to build world-class, artist-centric, fan-focused, and experience-driven destinations that redefine live entertainment. This quarter demonstrated once again that our disruptive model continues to deliver measurable performance and meaningful value. As I've said many times before, every decision that we make is tied directly to long-term profitability and disciplined national expansion. Our work remains guided by four clear strategic priorities. Number one, expanding markets nationwide and advancing our current developments. Our municipal development pipeline has increased to 48 municipalities exploring projects with Venue. Through our partnership with Ryan and the leadership of Tom Ashley, our President of Real Estate and Development, we remain on track to deliver two new public-private partnerships every quarter, each expected to add between $150 and $300 million to our balance sheet upon completion. We anticipate opening three new facilities in 2026, followed by another in early 2027. As our President of Venues will discuss later, we continue preparing for operational readiness, including content programming, premium food and beverage activation, and hospitality integration. Number two, optimizing program and content. We continue to secure and develop some of the most compelling live programming in the country, driven by our expanding network of partners and our relentless focus on content that separates venue from other operators. For instance, Our partnership with Primary Wave Music, a global music catalog powerhouse, represents a major unlocking moment for us. The relationship will bring immersive, year-round, multi-configurational, omni-content to our venues and redefine what a live experience can be. And the results of our content and relationships are showing up in big ways. One year ago, we had just four holes at the Ford Amphitheater as we prepared for the 2025 season. Today, we sit at more than 25 holes for the 2026 season. Content at the Ford Amphitheater is roaring. Number three, growing fire suite sales. Fire suites remain a cornerstone of our economic engine, driving both upfront and long-term value. Year-to-date, we have generated more than $91 million in suite and Aikman Club sales, up more than $33 million, or 58%, from this time last year. Our newly introduced triple net real estate leaseback structure as a pathway to suite ownership has exceeded initial expectations and is emerging as a flagship ownership pathway. Importantly, under this model, we retain premium tickets in our inventory, unlocking a new stream of reoccurring revenue. And finally, number four, unlocking strategic value. This quarter, we made significant progress in high-value opportunities such as naming rights, strategic alliances, and sale leasebacks, all areas that drive meaningful development profit and enhance our capital positions. Our business model was intentionally designed to allow us to unlock and monetize our real estate when appropriate. Recently, we announced and executed a sale leaseback, generating $6.2 million in development profit, which we will realize in this current quarter. all while retaining operational control, preserving ongoing revenue, and maintaining the option to repurchase the property in the future. A lot of the expense we have had has been directly associated with developing our balance sheet. It's important to note that a significant portion of our expense in this quarter can be contributed to depreciation and non-cash compensation. Before I turn it over to Terry, I want to pause on one major theme this quarter, partnerships. As our footprint grows, so does our influence, and the partners choose to align with us with Venue, our powerful proof point. They validate our model in real time, amplify our brand, unlock new audiences, and accelerate our ability to innovate. When world-class artists, global brands, and major industry leaders stand with us, it signals something unmistakable. Venue is a force, and the people shaping the culture recognize it. This quarter, that momentum accelerated in meaningful ways, but there's nobody better positioned to speak to that than our president of growth and strategy, Terry Liebler, who will walk us through the partnerships we formed and why they're so critical to our nationwide growth. With that, Terry, I'm going to hand it over to you.

Thank you, J.W. Over the past quarter, we've continued to see meaningful growth in the visibility and strength of the venue brands. Our strategy has been centered on expanding our marketing reach while aligning with partners and platforms that elevate our influence in the live entertainment space. We also announced a major strategic partnership with Tixer, a global leader in modern ticketing and live event commerce. Under this new agreement, which was backed by a capital commitment in venue, Tixer will serve as the official ticketing and integrated commerce partner, for four of our premium, hospitality-oriented indoor music halls. We also expanded our artist-driven partnerships this quarter. Niall Horan, global superstar and multi-platinum artist, and Dierks Bentley independently joined Venue as a strategic partner, as shareholders, and as founding members of our advisory council. Their endorsement signals powerful validation of our artist-inspired approach and brings meaningful global reach to the venue brand. Through our partnership with Billboard this quarter, we had the pleasure of honoring award-winning singer-songwriter Khalid with its inaugural Billboard Disruptor Award, presented by JW at the Billboard Live Event Music Summit in LA. This collaboration continues to position venue, at the forefront of conversations around innovation and the future of live entertainment. In terms of industry recognition, JW Rock was named to the Billboard 2025 Touring Power Players list and also to the 2025 Venues Now All-Stars list, marking another year of leadership acknowledgement at the highest levels of the industry. These honors speak to the credibility of our model our growth trajectory, and the fan-centric focus that defines Venue. Finally, our marketing reach continues to compound quarter over quarter. Through national media, artist collaborations, and digital expansion efforts, the Venue story reached audiences at a scale that continues to build trust, expand awareness, and support demand across our Venues. We reached an estimated 18.2 billion people through press across the globe since our IPO date, including press highlights from Billboard, Newsmax, Bloomberg, Cheddar, Polestar, and more. And speaking of our IPO, as many of you may know, next week marks our one-year anniversary as a publicly traded company. It's a milestone we're incredibly proud of. and one that reflects the passion, resilience, and ambition of the entire Venue family. We'll be launching a major campaign and celebration, so keep an eye out for that. But more importantly, this moment is a reminder of just how far we've come and how much opportunity lies ahead as we rise and thrive and grow together. Collectively, these partnerships, recognitions, and milestones continue to reinforce the strength of the venue brand, and position us for a powerful close to the year. We appreciate you all spending time with us today. Thank you. And with that, I'll turn it over to Heather to get into our financial highlights.

Great. Thank you so much, Terri. Now to dig into the quarterly and year-to-date figures a bit more. Our total assets increased to $315 million, up $136 million, or 76%, as of September 30th, from $178 million at December 31, 2024. Venues, property, and equipment increased to $250 million, up $113 million, or 82%, as of September 30th, from $137 million at December 31, 2024. Our Lux Fire Suite and Aikman Club sales reached $91 million through September 30, 2025, up $34 million, or 58%, from $58 million from September 30, 2024. This included sales of Lux Fire Suites through traditional cash sales, fractional financing, and triple net lease interest. The company generated net revenue defined as profit after venue split with AEG Presents Rocky Mountains, the operator of the Ford Amphitheater, with receipts from the company's naming rights agreements, which are outside of venue's AEG partnership agreement, of $2.0 million compared to $1.6 million for the three months ended September 30, 2025 and 2024, representing an increase of $393,000, or approximately 24% year-over-year for the same period. The company generated net revenue defined as profit after venue split with AEG, with receipts for the company's naming rights agreements, which are outside of venue's AEG partnership agreement, of $2.8 million compared to $1.6 million for the nine months ended September 30, 2025 and 2024, representing an increase of $1.2 million or approximately 72% year-over-year for the same period. Subsequent to this quarter end, then you completed a $14 million sale leaseback transaction, generating a $6.2 million development profit during this current fourth quarter while retaining operational control and maintaining the option to repurchase the property within the first three years of the lease. And with that, this concludes our review of the quarterly and year-to-date financial highlights I will now hand it over to Will to walk through our operational insights and key drivers from this past quarter.

Thank you, Heather, and thank you all for being here today. This quarter marked a significant period of growth across our entire operational landscape. We wrapped a successful summer season with strong show performance, and our clubs, particularly our campus in Georgia, continues to gain meaningful recognition among artists and fans. This traction is solidifying our presence and demonstrating our ongoing growth in the industry. Now, in the past few weeks, we also reached a major milestone with the official opening of our $44.5 million Sunset Hospitality Collection here in Colorado Springs, a fine dining and private event destination overlooking our Polestar-nominated Ford Amphitheater. Anchored by Rossi and Steak, the campus includes a Michelin-trained culinary team, elevated five-star dining, Rohan's Bar, luxury private event spaces, and two grand owner's clubs. It stands as the largest entertainment and hospitality complex in our portfolio to date, and it's designed to operate year-round, independent of and during the concert season. Rossi & Steak has already seen exceptional early performance, a sold-out grand opening weekend with outstanding reviews, and rapid word-of-mouth momentum. Stellar initial service scores and very positive media coverage continues. We are incredibly proud of this milestone and excited to continue building on the momentum moving forward. As we grow as a team and advance our brand portfolio, our focus on top-line revenue remains strong. We continue to evaluate new revenue opportunities across our restaurants and entertainment venues, optimizing our menu mix by removing underperforming items and introducing new offerings wherever they strengthen performance. Additionally, the premium segment has always been a cornerstone of our model. And we are actively enhancing those experiences and offerings to support long-term growth in that category. Heading into the fourth quarter, we are focused on advancing our omni-content strategy and further strengthening our already thriving private event business. We are booking into the 2026 season, as JW said, with over 25 holds on the calendar for the Ford Amphitheater, and our clubs continue to perform exceptionally well. Looking ahead, we expect to begin booking Broken Arrow and McKinney by late spring or early summer as those venues prepare to open. Our holiday rental calendars are tracking way ahead of expectations with demand continuing to rise. To capitalize on this momentum, we've expanded our staffing and launched dedicated marketing campaigns to drive additional bookings. We anticipate a strong fourth quarter for private events and are building towards a larger, more robust booking calendar for the year ahead. At the end of the day, we're super energized by the momentum across our portfolio and confident in the opportunities ahead as we continue shaping the future of this industry. With that, I'll turn it back over to JW.

Well, thank you. Listen, if this quarter proved anything, it's that momentum is real. Our model works, and the future we've been building toward is right in front of us. As Terry mentioned, next week marks 365 days of being a publicly traded company. And we are incredibly proud of what we have accomplished in that time. The team we have assembled here is exceptional, working every day to create value, innovate, and push boundaries across the board. Over the past year, and even before that, we have seen that our momentum is real. Fans are responding, partners are eager to align with our vision, municipalities are engaging, and our shareholders are watching venue evolve from an idea into an industry-defining enterprise. As I've said before, we are a tide that rises all boats. And as we move into the fourth quarter, that tide is only getting stronger. With that said, let's go into our Q&A.

Thank you. We will now begin the question and answer session. If you have dialed in and would like to ask a question, please press star 1 on your telephone keypad to raise your hand and join the queue. If you would like to withdraw your question, simply press star 1 again. If you are called upon to ask your question and are listening via speakerphone on your device, please pick up your handset to ensure that your phone is not on mute when asking your question. Again, press star 1 to join the queue. And our first question comes from the line of Martin Calvert with Morgan Stanley. Your line is open.

Thank you so much, operator. Congrats on a great quarter, everyone. Wow, it was really good. The content announcements are kind of interesting. They signal a new major vertical for venue going forward. Can you talk about the digital content strategy going forward in 2026 and beyond and what you're thinking about that?

So, Marty, thank you for your support and for your question. So, you know, just to reiterate, you know, what Will had said, you know, this time last year, we had four holes for the 2025 season. This year, AEG has over 25 holes going into the 2026 season. So there's absolutely no question that content is roaring at the Ford and that we're going to knock the cover off the ball there. You know, we also signed a booking agreement with Live Nation in Broken Arrow, and we're excited about building that relationship with them there. And we're just excited about that venue in total. But then beyond that, you know, as we continue to sort of focus in on this omni-content strategy of ours, this primary wave agreement becomes more and more important. And we are going to make more and more announcements about it. But the bottom line is we're going to be producing owned content, owned content that will find its way into short-term residencies, premieres in our venues, and then eventually into streaming. So I can tell you that every day we are laser focused on content at venue.

GW, thanks so much. Thank you.

Our next question comes from the line of Ben Hamsell with 24-7 Market News. Your line is open.

J.W., congratulations on your upcoming one-year anniversary. It's amazing what you've been able to accomplish so far. You recently released an updated appraisal on one property. I'm eager to see what the appraisals from the others look like. Do you have plans on doing that?

First, Ben, thanks for your support and for your question. The answer is yes. We're currently in the process of appraising all nine of our properties. And I can tell you the number is going to be significant. As you know, you know, there's just, and always has been, there's just a disconnect, and it drives me crazy, but there's a disconnect between the value of our properties, the true value of our properties, and the value that we carry our real estate on our balance sheet. And let me give you an example about that. So, and the reason I say it is because under GAAP, We have to carry all of our real estate on our balance sheet at basis. And so while the value might be much, much higher, a contributed piece of property by a municipality sits on our balance sheet at zero. Let me give you an example. Let's pretend a municipality comes along and contributes a $50 million piece of property to us as part of a development agreement for us to build in their community. Well, that ground, while it might be worth $50 million, goes on our balance sheet at zero. So there is just an obvious disconnect between mark-to-market values and gap basis values on our balance sheet. So I look forward to, over the course of the next few weeks, as we wrap up these appraisals, to come out with announcements so that investors can get their heads around the true value of... of the assets that sit on our balance sheet. And again, I appreciate the question.

Oh, thank you. I look forward to seeing what you and your team do in the second year.

Thank you. You'll be impressed.

Next question comes from the line with Financial Safari. Your line is open.

KW, congratulations. You already sound real excited, but let me pin you down to look into 2026 and tell me what you're most excited about.

First, Pete, thanks for your support, and I appreciate you as a shareholder, and I thank you for the question. I mean, at the end of the day, multi-seasonal, multi-configurational, and omni-content venues, right? What we are building is tomorrow's venue today, and so the most exciting thing for me is the is the path that we're on to open broken arrow um open mckinney and then open uh open um el paso you know there's never been uh multi-seasonal multi-configuration or omni-content venues built um in the form of amphitheaters this will be the first and um um it is it's a game changer and it's a game changer in almost every way and and the bottom line is it's venue utilization right So if I had to answer the question, the most exciting piece about what we're doing is we're changing the way your typical or your thought of amphitheater is utilized. You know, nothing grows the top line like venue utilization. So it's more money for the season, and there's just nothing more exciting about it. So there's my answer, and that's what we're building Broken Arrow, McKinney, and El Paso.

Well, I'm looking forward to your success, my brother. I thank you. Appreciate it.

With no further questions in the 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 filing, you may subscribe to them at investors.venue.live. Thank you so much for your participation. Have a great evening.