Venu Holding Corporation 2026 Q2 Earnings Call

Heather, please go ahead. Thank you, and good morning, everyone.

Welcome to Venu 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. Venu 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 venu.live or sec.gov.

Any forward-looking statements made on this call speak only as of today, August 13th, 2026. Venu 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 J.W.

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 Venu's 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, multimillion-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 have also sharpened how we intend to finance our venues. We have 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 is on land that we own. Our balance sheet gives lenders something to actually underwrite. That is the advantage of the ownership model. It is not just a financing tactic.

It is 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 LLC, our 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 C-PACE 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 Bension 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 FireSuite model as the live entertainment example of that shift. Our FireSuite sales have been incredible this quarter, and as of today, we are pushing past $285 million since the program's launch. Some other coverage this quarter looked at the strongest amphitheater development cycle in U.S. history and highlighted Venu's pipeline as a template for where this category is going. As I mentioned earlier, we are in conversations with more than 45 municipalities about bringing Venu to their community. We will not 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 are actively building and executing pre-opening budgets on the front end as we gear up to officially open the gates to two new exciting multimillion-dollar venues in our portfolio. As such, these expenses show up before revenue does. Here is the deal. Between now and the first quarter of 2027, we are bringing roughly $600 million of assets online. That is 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, FireSuite sales are up, and net tangible assets are up. This business is firing on all cylinders, and the spend you are seeing today is what is fueling it. I am 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 going to turn it back over to Heather for the financial update.

Thank you so much, J.W. Now let's dig into the quarterly and six-month figures. Our total assets increased to $511.8 million as of June 30th, 2026, up $141.2 million or 38% from $370.5 million at December 31, 2025, which resulted in $4.44 per common share and net tangible assets as of June 30th, 2026. It is worth noting that our municipality contributed real estate sits at zero cost basis on our balance sheet rather than mark-to-market value as they are contributed assets, which resulted in $9.58 per common share in net tangible assets on a mark-to-market basis as of June 30th, 2026. On an as-completed basis of $1.24 billion on a net tangible share price would equal $17.44 per common share, giving a fuller picture of what this portfolio would be worth once completed.

Our property and equipment increased to $446.2 million as of June 30th, 2026, up $140.3 million or 46% from $305.9 million at December 31, 2025. Our Luxe FireSuite and Aikman Club sales reached more than $278 million in total sales since launching the program across current and in-development venues as of June 30th, 2026. During the quarter, we sold approximately $30 million in Luxe FireSuite sales, and the company's triple net model accounted for approximately 76% of those sales. Our total revenue was $8.5 million for the six months ended June 30th, 2026, compared to $8 million for the six months ended June 30th, 2025, an increase of 7% year over year. With that, I will turn it back to J.W.

Thanks, Heather, and thank you to the entire team for all the hard work. All right. Let's open this up for questions.