Venu Holding Corporation

Good morning and welcome to Venue Holding Corporation's second quarter fiscal 2026 financial results and business update. This morning, Venue Holding Corporation issued a press release summarizing the company's 2026 second quarter performance following the filing of its quarterly report on Form 10-Q for the quarterly period ending June 30, 2026. 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 morning, everyone. Welcome to Venue Holding Corporation's second quarter fiscal 2026 earnings call and business update. Today, you'll hear from our founder, chairman, and CEO, J.W. Roth, on highlights from across the business and the vision for the quarters ahead. I'll then review our financial results. We'll open the line for questions after our prepared remarks. 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 most annual report on Form 10-K and our subsequent filings with the SEC, all of which can be reviewed at venue.live or sec.gov. Any forward-looking statements made on this call speak only as of today, August 13, 2026. Venue undertakes no obligation to update any forward-looking statements except as required by federal securities laws. With that, I would like to turn the call over to JW.

Thank you Heather and thank you to everyone joining us today. This quarter reflected steady, deliberate progress across our entire business. We announced our expansion into Chattanooga, Tennessee at the Bend, sited right on the edge of the Tennessee River, which I believe will become one of the most unique locations in our entire portfolio. We're also in continued discussions on a new destination in northern Colorado, adding to a pipeline of more than 45 municipal conversations, a truly exciting time to be in venues expansion trajectory. Regent Bank signed on as our official naming rights partner for our state-of-the-art amphitheater outside of Tulsa, Oklahoma. A multi-year, multi-million dollar agreement that adds long-term high margin revenue directly to our bottom line. And we finished the quarter by joining the Russell 3000 and the Russell 2000, putting us in front of a far broader universe of institutional investors than we've ever had before. Since the end of the quarter, we've also sharpened how we intend to finance our venues We've identified a path to more than $150 million in C-PACE financing on our two projects in Broken Arrow and McKinney. This is non-dilutive, long-term, fixed rate capital secured through a property tax assessment rather than a lien against our corporate assets, which reinforces the intrinsic value of our completed projects. That C-PACE financing is expected to fund the remaining construction balance for both Broken Arrow and Sunset Amphitheater in McKinney. The reason institutional capital is showing up for us this way is because something I have said from day one. It's on land that we own. Our balance sheet gives lenders something to actually underwrite. That's the advantage of the ownership model. It's not just a financing tactic. It's the structural reason we can access this kind of capital at this stage of our growth. Ahead of our anticipated C-PACE close, we put two bridge loans in place, including one from Ryan LLCs. are longtime national expansion partner and the official tax partner for the Sunset Amphitheater in McKinney. So construction can keep moving while we prepare to close permanent financing. Both of these loans, these bridge loans, are structured to be retired after she pays funds. Together, this gives us a financing stack that is projected to carry both venues through completion. We also brought in an experienced operator to run Regent Bank Amphitheater, Legends Global, and added Ron Bentzian as a strategic advisor to our team this quarter, with decades of experience taking venue companies through major growth and expansions. Stepping back for a moment, a couple of pieces of outside coverage this quarter captured our momentum. Forbes described a broader shift in consumer spending toward paying for access and repeat experience and pointed to our very own fire suite model as the live entertainment example of that shift. Our fire suite sales have been incredible this quarter. And as of today, we're pushing past $285 million since the program's launch. Some other coverage this quarter looked at the strongest amphitheater development cycle in US history and highlighted venues pipeline as a template for where this category is going. As I mentioned earlier, we're in conversations with more than 45 municipalities about bringing venue to their community. We won't move forward with every one of them, but that level of interest is a real validation of the model that we have built. Before I turn the call back to Heather, I want to address a few items. Our losses year to date and for the next few quarters are totally expected. We're actively building and executing pre-opening budgets on the front end as we gear up to officially open the gates to two new exciting multi-million dollar venues in our portfolio. And as such, these expenses show up before revenue does. Here's the deal. Between now and the first quarter of 2027, we are bringing roughly $600 million of assets online. That's expensive to do and will be reflected in our results. However, Once these venues are open, we expect them to generate meaningful cash flow, and we expect to be in a position to provide financial guidance by mid-next year. The current reality is this. Revenue is up, assets are up, fire suite sales are up, and net tangible assets are up. This business is firing on all cylinders, and the spend you're seeing today is what's fueling it. I'm excited about the months ahead. I'm grateful for every shareholder, every partner, and every member of our team. who is building this with us. Let me tell you this, the best is yet to come. With that, I'm gonna turn it back over to Heather for the financial update.