Venu Holding Corporation

Ladies and gentlemen, good afternoon and welcome to Venue Holding Corporation's full year and fourth quarter 2025 financial results and business update. Earlier today, Venue Trading, under the ticker symbol VENU, issued a press release summarizing the company's full year and fourth quarter 2025 performance, following the filing of its annual report on Form 10-K for the period ending December 31, 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 a Q&A session. At this time, I would like to turn the call over to Heather Atkinson, Chief Financial Officer of Venue Holding Corporation. Heather, please go ahead.

Thank you, and good afternoon, everyone. Welcome to Venue Holding Corporation's full year and fourth quarter 2025 earnings call and business update. On the call today, we have our founder, chairman, and CEO, J.W. Ross, President Will Hodgins, Chief Operating Officer Vic Sutter, and President of Growth and Strategy Terry Liebler. Following the Safe Harbor statement, J.W. will open with highlights from across the business. Will, Vic, and Terry will each provide updates from their areas. I will then walk through our financial results. After that, we will open the line for questions. Before we begin, I want to remind everyone that various remarks about future expectations, plans, and prospects constitute forward-looking statements for purposes of the 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 actual results to differ materially from those indicated, including risks described in the company's annual report on Form 10-K for the year ended December 31, 2025, and our other filings with the SEC, all of which can be reviewed at thinu.live or at the sec.gov. Any forward-looking statements made on this call speak only as of today, March 31, 2026. venue does not intend to update any forward-looking statements except as ever required by federal securities laws. With that, I would like to turn the call over to our founder, chairman, and CEO, J.W. Roth.

Thank you, Heather, and thanks a million to everybody for joining us today. I've been looking forward to this call. It's actually the kind of call and the kind of updates I love to give. I'm going to start by reading through some prepared remarks, and then at the end of these prepared remarks, I'm going to turn it over to the rest of our staff, and then we'll get to Q&A here in a bit. 2025 was the year that we got a little smarter, faster, more deliberate about who we partner with, how we build, and where we put our energy. That has always been the commitment, to build something that stands the test of time, performs at the highest level, and delivers value that speaks for itself. And the numbers show exactly where that commitment has taken us. We just closed $86 million in in a race in one of the toughest stretches of the broader market. Investors did not hesitate. That tells you something. Our portfolio was independently appraised at $1.24 billion on an as-completed basis. That is just north of $12 a share fully diluted. We have gone from $83 million on the balance sheet to over $370 million on our balance sheet in the last 24 months. This business is grounded in tangible assets It's measured in expansion and it's thoughtful capital in the way we deploy. Patient capital will always win. Steele went up in McKinney and in Tulsa as Tulsa targets opening its gates this coming fall and McKinney just shortly after in the first quarter of 2027. We held a fantastic groundbreaking in El Paso. We opened Ross Sea and Steak and Bro Hands, which are all part of our sunset hospitality collection. the most sophisticated destination we have built to date. Fire Pit Suite sales hit $126 million, up 62% over last year. Our triple net model, which we launched mid-year 2025, already represents 25% of our sales. That program did not exist 12 months ago. That is how fast we are moving when it comes to something that we find that works. On October, I'm sorry, On April the 15th, we are going to be launching the most ambitious sales campaign in our company's history. A nationwide push with every form of media designed to move hundreds of millions of dollars in inventory. I'm telling you right now, mark that date. On the content side, we're roaring. Beyond our long-standing partnership with AEG at the Ford Amphitheater, in 2025, we forged a new partnership with LiveNation. and we are leaning hard into a more than just music strategy with residencies, film events, and even exploring AI-driven programming, pushing the revenue-generating capabilities of our venues to the absolute max and keeping them active year-round. On the hospitality and operations side, We not only expanded our partnership with Aramark to five venues, but we also brought on Pepsi as an official beverage partner of our Sunset Amphitheater portfolio. These are world-class operators choosing to grow with us. It's a very exciting time to be venue. We're exactly where we need to be. The model is working, and the best of venue is yet to come. Now I'm going to hand this over to our team to get a little bit deeper into the details. Will?

Thanks, JW. Good afternoon, everyone. I want to talk about what's happening on the booking and touring side because it's building fast. Let me start with Ford Amphitheater because the numbers tell a great story. Amphitheater revenue grew 94% year over year, and the reason is simple. In 24, we had a partial season. In 2025, we ran a full season, April through October. In 2026, we expect to grow both the number of shows and the average ticket price year over year. Our portfolio across the board is hitting its stride. The fan base is deepening, and artists and agents and brand partners are all coming to the table. On the booking side, we are heading into our strongest season yet. One year ago, at this same point in the season, our Ford Amphitheater calendar looked very different. Today, the demand from artists and promoters is at a level we have not seen before. On top of that, Ford has now been named to Billboard's 2026 Top Music Venues list. recognized alongside Sphere, O2 Arena, and Allegiant Stadium. And that kind of recognition changes conversations. Broken Arrow is next. The venue is taking shape very quickly. We are targeting a fall 2026 opening, and we expect to begin announcing shows and going on sales in the next six to eight weeks. We are an open room there. We already have agreements in place with industry leaders like Live Nation and other prominent promoters, positioning us to build a diverse, high-caliber calendar. I can't wait for the Tulsa market to experience what we've built there. Our 20,000-seat amp in McKinney is not far behind. We are already in early booking conversations with our operating and booking partner, Live Nation, for what will be one of the most premium outdoor music experiences in the U.S. As JW mentioned, our content side is firing on all cylinders. We spent 2025 building the team, deepening the relationships, and putting the infrastructure in place to book at scale, and now we're ready to unleash it. Our multi-configurational venues do not host live events. They open the door to completely different catalog of possibilities, residencies, theatrical productions, and we're even exploring the AI-driven programming. We are very keen on not waiting to see where the industry goes. We want to stay ahead on what comes next. The short version, the calendar is filling. We are eager to open our gates in Texas and Oklahoma and we are excited for the road ahead. Vic, over to you.

Thank you, Will. Good afternoon, everyone. My focus is on what happens when the doors open, and I want to give you a real picture of where we are operationally and where we're headed since coming onto the team. We're a live entertainment company, and every operational decision we make is being evaluated through that lens. What drives the fan experience? What drives the margin? What scales? 2025 was a year of deliberate refinement across our existing portfolio. We made some intentional decisions to sharpen our focus. The theater in Colorado Springs closed in July of 2025. This was us being disciplined about where we put our energy and resources. Notes did not fit the profile long term, and we moved away from it cleanly. At our two music halls in Colorado Springs and Gainesville, we delivered hundreds of ticketed events to fans in 2025, consistent with prior years. Gainesville in particular continued to build real momentum The reputation with artists and fans is growing, and the traction is also compounded. Colorado Springs saw softer venue rentals this past year, but we're actively addressing that through refreshed programming strategies, the addition of a high-caliber director of private event sales with deep regional relationships in the space, and enhanced private event packages. Completing these efforts, we also opened the 44.5 million Sunset Hospitality Collection, adjacent to Ford Amphitheater. It's anchored by Rothstein Steak and Brohams, an upscale cocktail lounge. This development introduces a compelling year-round reason for guests to engage with our campus well beyond concert nights. Speaking of Roxy and Steak, it opened in November to a sold-out grand opening weekend and has already been recognized among the best wine programs in the Americas. An absolutely fantastic roll-out from that team, and we're extremely proud of the progress so far. On the design and infrastructure side, we align with Dimensional Innovations, the experiential design firm behind Intuit Dome and Mercedes-Benz Stadium. This brings world-class thinking into every venue space we built. The operational story of 2025 is not about the events we did not hold. It's about the foundation we laid for the venues about to open. We're building an operational infrastructure, and we are targeting to scale a total of 40 potential locations. And every decision we made this year was made with that in mind. With that, I'll hand it over to Terri.

Thank you, Vic. Good afternoon, everyone. My role at Venu is focused on three things, building the partnerships that fuel our growth, developing the revenue streams that make our model more powerful over time, and advancing Venu development in the markets where we can win big. Everything I'm about to share flows from that. Let me start with partnerships, because the quality of who is choosing to align with Venu says everything. PepsiCo is now the official beverage partner of our Sunset Amphitheater portfolio. Aramark Sports and Entertainment has expanded to five of our venues and made an additional equity investment in the company. Tixer became official ticketing and commerce partner across four of our indoor music halls, backed by their own capital commitment to venue. Sands Investment Group, Dimensional Innovations, Billboard and Boston Common Golf, and that's just the start. These are not small names. These are category leaders choosing venue because they see where this is going. And the conversation doesn't stop there. Naming rights represents one of the most significant revenue opportunities in our portfolio, and the market response has been incredibly encouraging. We have a product that brands want to be a part of, premium venues, world-class hospitality, and a passionate fan base. We are not going to get ahead of any announcements today, but these conversations are well underway, and we are very excited about where they're headed. And then there are the artists and the athletes who have chosen to stand with us. Niall Horan and Dierks Bentley are shareholders and founding members of our advisory council. NFL Hall of Famer and three-time Super Bowl champion Troy Aikman is a partner, shareholder, and fire suite owner. These are artists and athletes at the top of their fields who looked at what we're building and said they wanted in. That says everything. On the media and brand side, the venue story has been covered by Billboard, Bloomberg, Newsmax, Cheddar, Polestar, and more. JW was featured on the cover of Polestar magazine, and I had the privilege of representing venue on Billboard's Finance 50 Music and Money Panel in Los Angeles, alongside Larry Mestel of Primary Wave, talking about the future of live entertainment finance. And through our Billboard Alliance, we brought the inaugural Disruptor Award to Khalid and then to Plaqueboy Max at the Power 100 during the biggest week in music. Every one of these relationships is designed to do more than just generate a headline. When Aramark makes an equity investment, that's a sophisticated operator putting real money behind our model. When PepsiCo signs on as a beverage partner across the portfolio, that's a Fortune 50 brand validating our venues before they even open. When artists and athletes become shareholders, those are the people who live inside this industry every day betting on where it's going. These are signals. And for investors paying attention, they tell you exactly what kind of company Venu is becoming. With that, I'll turn it back over to Heather for the financial update.

Thank you so much, Terry. Now to dig into the quarterly and year-to-date figures a bit more. Venu's total assets grew to $370 million as of December 31, 2025, up $192 million, or 108% from $178 million. at December 31, 2024. It is worth noting that several of our municipality developments sit at $0 cost basis on our balance sheet rather than mark to market value as they are contributed assets. An as-completed basis appraisal of $1.24 billion reflects a more complete picture of what that portfolio will actually be worth. Our property and equipment increased to $305 million as of December 31, 2025, up 123% from $137 million at December 31, 2024. Our Lux Fire Suite and Aikman Club sales reached $126 million for the full year ended December 31, 2025, representing a 62% increase over the $77 million generated in fiscal year 2024. Our Lux fire suite sales through the company's triple net real estate lease back model launched in mid 2025 accounted for approximately 25% of total fire suite sales for the year, establishing the triple net program as a rapidly emerging flagship ownership pathway. Then use total revenue was 17 million for the full year ended December 31, 25 compared to 17.8 million for the full year ended December 31, 24. The company completed a $14 million sale-leaseback of its Colorado Springs parking property in the fourth quarter of 2025, with the related party generating a development profit of $6.6 million while retaining full operational control and a fixed price repurchase option within three years. These highlights represent that our balance sheet is strong, the assets are real, and the model is working. And with that, I will turn it back to JW.

Thanks, Heather, and I just thank our team and I thank everybody that joined the call today. Here's the deal. A few years ago, this was just an idea, but today we are well on our way towards a $1.24 billion portfolio in completed value with steel in the ground, the best operators in the world behind us, and an absolute proven model. I wish I could tell you everything that I know, but I can't right now. I just want you to know that we are coming, and we are coming with world-class venues. I cannot be more proud of this team or more excited about where we're headed. Okay, let's open this up for questions.

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 a second time. If you're called upon to ask your question and are listening via speakerphone on your device, please pick up your handset and ensure that your phone is not on mute when asking your questions. Again, it is star one if you would like to join the queue. And our first question comes from the line of Marty Calvert with Morgan Stanley. Your line is open.

J.W. and team, great quarter. and great things to come. I was looking at your 13F filings and it looks like you picked up a number of institutional sponsors, Fidelity, Citadel, BlackRock, even Logan Morgan Stanley, to name a few. I just wondered what your strategy is going forward to get more of an institutional, more institutions involved in the stock.

First, Marty, I thank you for your support and I appreciate you as a shareholder. Um, that's a great question. I can't tell you how frustrated I have been with our stock. Um, when we sit here and I sit here and I look at where our shares trade today and, uh, our market cap, um, significantly lower than our total assets and even our unencumbered assets. Uh, it drives me, it drives me completely crazy, but I can tell you that I up out of bed every single day, um, with a plan to, to. bring our undervalued stock back to where it belongs we have worked diligently to bring on some institutions that are important to us vanguard citadel blackrock all the ones that you named including morgan stanley and all that you have done there um i can also tell you that starting a year ago i started putting together an ir plan and hunting the right people to help us tell the story and uh sarah rothschild is a big part of that uh we made that announcement the other day She is coming to our team from MSG, from the sphere. She has been in the rooms where a lot of these transactions have happened. She understands the investors that follow our space. And we have a strategic plan to get out on the road starting here early May with road shows that are going to tour through um, these institutional, um, conference rooms. And, uh, I can just tell you right now, it's a, it's an excellent question. Um, I want you to know, and I want everybody on the call to know that I am hell bent on, um, on bringing our stock back to where it belongs. Um, you know, it's, it's funny, Marty today is that it's not, it's discouraging in one sense because of where the stock sits. On the other hand, it's encouraging from the opportunity standpoint, right? We watched 425,000 shares trade today, which is above our average trading day. And I think it's because people are starting to realize just exactly where our business is headed. But I appreciate the question, and I just want you to know that I am on it.

I figured you would be, J.W. Thank you.

You bet.

And our next question comes from the line of Jake Perlmutter with Red Light Management. Your line is open.

Hi, J.W., and good afternoon, everybody. This is Jake Perlmutter on behalf of Dirks Bentley, venue shareholder. You mentioned you are targeted to be in a total of 40 locations. Can you please talk about where the network is headed next and what markets are on the radar?

First, Jake, I thank you for taking the time to join us today and pass my best off to Dirks. We're excited to have him this summer at the 40s. A great shareholder and just a great partner. I'm going to actually turn this over to Bob Mudd. Bob Mudd oversees all of the expansion for our company. I travel a great deal with Bob on these expansion municipality conversations. And I can tell you, I cannot be more excited about the announcements coming over the next 90 to 120 days. But I'm going to let Bob pick that up. Yeah, thanks, JW.

Jake, thanks for the question, though. We, along with our expansion partners, Ryan, LLC are aggressively engaged in developing new locations and routes that are going to drive asset base and revenue for venue. Our active negotiations right now are occurring, as we speak, in 13 markets across Colorado, Texas, Florida, Tennessee, Kentucky, Indiana, and Ohio. We have formal RFPs, requests for proposals, out to 17 markets, and we have active outreach in 57 total locations. Our focus is on strategic markets in Colorado and Texas with pursuit of new routing paths in Florida coming up through South Carolina, Tennessee, Kentucky, and Ohio. So we're very strategically laying a path that allow us to maximize our routing plans. So we thank you, Jake, and thank DIRTS for being a part of this story of NU.

Thank you both.

And our next question comes from the line of investor Jamie Gronowski. Your line is open.

JW and team, Jamie Gronowski here. I'm one of the early investors going way back when. And JW, there was two numbers that stood out quite significantly in not only your conversation, but others on the team. The $1.24 billion investment number was discussed along with the balance sheet showing $370 million. Can you help me understand that gap as it relates to those two significant numbers?

First, Jamie, I can't tell you how much your support means to the company. You have been a long-term shareholder and a long-term friend, and I thank you. It's a good question. Probably the biggest disconnect in our entire balance sheet comes from the municipality contributed real estate. Here's what happens. I'm going to use McKinney as an example. We walk into the city of McKinney and we put together a development agreement with that city. And in all cases, whether it's McKinney or Broken Arrow or any place else, that agreement comes with incentives. Those incentives are sort of in three buckets, right? The first piece of the incentive is in real estate. Second piece of that incentive comes in abatements of taxes or refunds of taxes. And then the third piece usually comes in the form of cash or something equivalent to development dollars that they put into the ground. When a municipality like McKinney contributes a piece of real estate, let's put a number on that real estate of $50 million. um that real estate goes on to our balance sheet at zero because the way gap accounting works it goes on our our balance sheet at basis and so whatever we pay for or whatever the value was um at the point of of uh of contribution is the number that uh shows up on our balance sheet so in many many cases hundreds and hundreds of millions of dollars of assets have been contributed by municipalities um onto our balance sheet and they sit there at basis and so when you have an appraisal done um like we did third party appraisal done of all of our properties um on an as completed basis it comes out at 1.24 billion dollars and the reason that is is because during the appraisal process the appraiser actually appraises that piece of property um at its mark to market value versus the basis that it landed on our balance sheet so Again, I talked a little bit about our stock earlier today and the frustrations that I have. If you look at the appraised value of our properties as completed, it's north of $12 a share, just in appraised value of the assets. That doesn't include the value of the business. That's just the assets themselves. And so again, it's a disconnect on our balance sheet that over a period of time, investors will come to understand. And I think when they do, you'll see priced into the stock. Jamie, thanks a million for your question.

Thank you, JW.

And our next question comes from the line of Steven Vazic with Goldman Sachs. Your line is open.

Hey, guys. Thanks for taking the questions. Maybe for both JW and Will on the outlook for events apply, I think you might have mentioned bookings activity for this year picking up. We'd just be curious if you could speak a little bit more specifically into what you're seeing out there at the industry level as we head into the summer amphitheater season in 2026. Anyways, you'd help quantify the level of uptake you're seeing or maybe perhaps speak to some of the conversations you're having with your promoter partners out there on the outlook for event volumes that's coming here.

Thank you. Steven, first, I appreciate you joining the call and I appreciate your interest in venue. I'm going to let Will answer the majority of this question, but at the end of the day, as you know, we saw a soft amp season last year across the industry. Ford was blessed in the sense that it had a very good run last year. But if you look at industry-wide, it was soft last year. Almost the opposite has happened this year. Amps are seeing a higher demand, and there's more artists touring amps this year than there was last year. In fact, I'm going to I'm going to classify it as a fairly strong amp season. You know, Will has indicated earlier, we're just booking Broken Arrow now. And for as late in the season as that venue is going to be opening, demand is high from artists and tours that are going to find their way into Broken Arrow. But, Will, can you jump in and talk a little bit about the season this year? Yeah.

Again, just based on pacing from last year, the amount of offers and pending offers out there is nearly double what we had last year. We've got a ton of shows already booked, confirmed, and on sale, but we certainly anticipate another 15 through the remainder of the next couple months. So excited there. We're pacing on a per-show basis better than we did last year in terms of ticket sales. You know, ticket prices are relatively flat. Depends on the show. But we feel good about Ford for sure. And again, I think as our reputation continues to grow, both from a guest experience perspective and from an artist experience perspective, there's a lot more interest in playing our venue here in Colorado Springs. Tulsa also, you know, a lot of artists want to be the ones to open a building. So we've got some... significant interest for some major acts. And we'll look to do, you know, between three and five large outdoor shows, could be more, before we get into our indoor configuration as we look to open the building this fall. You know, that being said, we should see shows on sale and actively being marketed here in the next four to eight weeks. So excited about the calendars. Again, I think to JW's point, The supply, the volume of artists out there is increased versus last year. So we've still got work to do, and we'll continue to do that through the summer. Equally as important and exciting is sort of the alternative programming that we're working on, both from an interactive perspective as well as community events, movie nights, et cetera, as we continue to push the utilization of our venues. So excited to be sure. Great. Thank you both.

And ladies and gentlemen, that concludes our question and answer session as well as today's call. As a reminder, if you would like to receive alerts for news, reports, or other filings, you may subscribe at investors.venue.live. Thank you for your participation and have a great evening.