Venu Holding Corporation (VENU) Earnings Call Transcript & Summary

Good morning, and welcome to Venu Holdings Corporation's First Quarter Fiscal 2026 Financial Results and Business Update. This morning, Venu Holding Corporation issued a press release summarizing the company's 2026 first quarter performance, following the filing of its quarterly report on Form 10-Q for the period ending March 31, 2026. [Operator Instructions] At this time, I would like to turn the call over to Heather Atkinson, Chief Financial Officer of Venu Holding Corporation. Heather, please go ahead.

Thank you, and good morning, everyone. Welcome to Venu Holding Corporation's First Quarter Fiscal 2026 Earnings Call and Business Update. On the call today, we have our Founder, Chairman and CEO, J.W. Roth; President, Will Hodgson; Chief Operating Officer, Vic Sutter; and President of Growth and Strategy, Terri 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. 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 report on Form 10-Q for the quarter ended March 31, 2026, and our other SEC filings, 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, May 15, 2026. Venu does not intend to update any forward-looking statements, except as 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, [ Aamiliion ], to everybody that's joining us today. We had a busy start to fiscal year 2026 as we continue to execute on our strategy to bring a new asset class to live entertainment. Our venues are designed as multi-seasonal, multi-configurational spaces with unparalleled omni content capabilities, intentionally built to maximize utilization and deliver the elevated immersive experience today's concert goer expects. As I've mentioned before, the average amphitheater in the United States is approximately 40 years old and falls well short of modern premium standards. Beyond filling this market gap, we've developed a capital-efficient model for financing venue construction. We build these premium live entertainment venues through three avenues: public-private partnerships with municipalities, presale of fractional ownerships in the venues and the sale-leaseback transactions. Roughly 40% of the project construction comes from municipalities in the form of real estate, tax incentives and cash. Another 40% comes through the presale of fractional ownership and 20% from the sale leaseback of the contributed real estate, which typically generates a development profit. We believe this model aligns all parties around the long-term success of every venue we build. The first pillar of our development model involves partnerships with forward-looking municipalities that recognize the economic value our venues bring to their local markets. Through these partnerships, we negotiate incentive packages that contribute meaningfully to the funding of each venue's development. We believe there is one aspect of this model, which is not fully reflected in our financials. Under standard GAAP accounting rules, any real estate contributed by a municipality sits at basis or zero on our balance sheet. So while we reported total assets of $461 million today, that number does not include any value for the real estate the municipalities contribute to us. In addition, earlier this year, we received an independent appraisal that valued our real estate portfolio at $1.24 billion on an as-completed basis. In 24 months, we doubled our total assets. And today, we are having ongoing discussions with more than 45 municipalities about bringing a venue concept to their city. The second avenue of our model is the presale of Luxe fire suites in the venues we are developing. This allows investors to grow alongside us while providing a sustainable source of funding for our new venues. Since launch, our presales have generated over $260 million in sales. And as we have grown, we've expanded our range of offerings to meet demand and give investors at all levels the opportunity to participate. Last month, we launched our $300 million triple net inventory with Troy Aikman, a shareholder, a Firepit Suite owner and a partner. Since then, we have seen a significant increase in investor leads. And earlier this week, we launched our FireSuite income offering, opening the door to investors seeking a lower entry point into the fractional ownership of our FireSuties. The final avenue of our model is the sale leaseback of contributed real estate, which typically generates a development profit while allowing us to retain operational control of the venue. This component rounds out the capital stack for developing a venue and reinforces the long-term economics of every project that we build. As it relates to capital, we are currently in a capital-intensive phase as we build what we expect to be the foundation of our platform and entertainment model. In March, we closed out an $86.25 million capital raise in the middle of one of the most volatile market stretches in recent history, demonstrating that investors believe in our vision. As we move closer to our venue opening dates, we expect that conviction to continue to build. In summary, Venu is building a new asset class of live entertainment venues to fill a clear gap in the market, and we're doing so in a capital-efficient way. We're excited, and we can't wait to see what comes next. All right. Now, I'm going to turn this over to Will Vic and Terry to talk more about what this past quarter has delivered and what we expect on the horizon. Will?

Thanks, J.W. Good afternoon, everyone. I want to give you a real picture of what the booking and talent side of the business looks like right now because there's a lot of exciting momentum. Let me start with Ford amphitheater. The 2026 season is underway and booking is still very much active. The calendar continues to build with a number of shows yet to be announced. We continue to expect Ford's 2026 season to look a lot like prior seasons by the time we're done. The conversations we are having with promoters and agents reflect the reputation this venue has earned. Ford is a destination, and we're looking forward to a great season. On the new venue side, Broken Arrow is taking shape, and we are deep in discussions with artists and promoters about what the inaugural season looks like. While it's too early to share specifics, I'm pleased to say we are seeing a significant amount of interest in the venue, and we look forward to sharing more when the time is right. McKinney is not far behind. We are already laying the groundwork for booking conversations in that market. Situated just north of Dallas, McKinney represents a significant opportunity given the region's strong demand for live entertainment. We, along with our operating and booking partner, Live Nation, are actively building relationships today that will allow us to drive meaningful programming from day 1. At the club level, -- still Long Music Hall in Colorado Springs and the Hall at Urban Brothers in Gainesville delivered a consistent quarter of programming, and we continue to refine our approach at both locations. We are focused on finding the right content mix that maximizes both the guest experience and the commercial opportunity. To summarize, talent conversations are strong. Our markets are progressing well, and we're entering into the busy season with strong momentum. As we move into Q2, we're focused on executing against our plan and delivering on the opportunities in front of us. With that, I'll turn it over to you, Vic.

Thank you, Will. Good morning, everyone. As J.W mentioned earlier, our goal with these venues is to build a new asset class in live entertainment. Our venues are designed to be multi-seasonal, multi-configuration venues featuring immersive experiences and integrated technology, creating experiences that fans cannot find anywhere else. We're implementing some of the most advanced venue technology available in building these capabilities into new venues from the ground up. And I'm excited about what's ahead, and we will have more to share on the technology partnerships powering this in the months ahead. With that vision in mind, let me turn to the progress we're making on the ground. At McKinney, the trusses for the academy of Bostructure are underway and construction is progressing as planned. Broken Arrow is approaching an exciting stage of construction as the FireSuites have been delivered to site and installation will begin soon. In El Paso, we're advancing through our infrastructure development plan. And in Houston, we expect to close out the entitlement phase in the coming weeks. We look forward to sharing more as these projects advance. Outside of active developments, this past week, we announced expansion plans in Chattanooga, Tennessee, in active conversations beginning in Northern Colorado. We'll have more to share how those plans take shape in the months ahead. Turning to our operating venues in Q1. The opening of Ross Sea and Steak in November 2025 added a meaningful new revenue stream for our portfolio, and the early performance has been exceptional. The team is executing at a high level. Our hospitality scores reflect that performance and the property is establishing itself as a premier dining destination in Colorado Springs, independent of the concert season. Private events at Ross are tracking ahead of expectations, and we're heading into a strong summer. We are proud of what that team has built. At our Burgan Brothers Smokehouse and Tavern locations, we experienced some headwinds in the first quarter. Colorado Springs saw softer traffic and our Gainesville location was impacted by early winter storms that led to full and partial closures during the quarter. That said, we do not view this as a structural trend. The teams are focused, the menus are being refined to align with evolving customer preferences, and we're actively working on programming and private event strategies designed to drive traffic and revenue at both locations. Every decision we're making operationally right now is made with scale in mind. We're looking forward to a great busy season ahead. With that, I will hand it over to Terri.

Thank you, Vic. Good afternoon, everyone. The growth in strategy team's role is to make sure Venu is always moving towards the next opportunity, the next partnership and the next revenue stream. Q1 has given us a lot to talk about. Let me start with the new partnerships because the caliber of who is choosing to align with Venu continues to set the tone. In the first quarter, we locked in PepsiCo as our official beverage partner across the Sunset amphitheater portfolio and Aramark Sports and Entertainment expanded to five of our venues and made an additional equity investment in the company. These are long-term partners who are deepening their commitment because they have clear visibility into where we're headed, and that tells a story. Naming rights represents a category of partnerships that can be genuinely transformative for a venue network of our scale. For shareholders, these deals deliver long-term contracted revenue that goes directly to the bottom line. No additional capital required, no operational complexity, just premium brands paying for the right to be associated with the platform we're building. At scale, this becomes a significant and recurring revenue stream. We have been deep in conversations on this front, and I'm more excited by the direction of those discussions than any point to date. Stay tuned for several exciting announcements in the period ahead. With that, I will turn it back over to Heather for the financial update.

Thank you so much, Terri. Now to dig into the quarterly figures a bit more. Our total assets increased to $461 million as of March 31, 2026, up $91 million or 25% from $370 million at December 31, 2025. As J.W, it is worth noting that several of our municipality developments at zero cost basis on our balance sheet rather than mark-to-market value as they are contributed assets as completed basis appraisal of $1.24 billion reflects a more complete picture of what this portfolio will be worth once completed. Property and equipment increased to $382 million as of March 31, 2026, up $76 million or 25% from $306 million at December 31, 2025. The company completed a capital raise of its common stock during the 3 months ended March 31, 2026, which resulted in gross proceeds of $86.25 million, which generated net proceeds to the company of $80.1 million. Our Luxe FireSuites and Aikman Club sales reached over $260 million in sales since launching the program. Demand for the product and our newly launched triple-net model prompted the recent launch of a $300 million triple net portfolio available to real estate investors across the nation with Troy Aikman as the company's spokesperson. Our Luxe FireSuites sales through the company's triple net model accounted for approximately 47% of total Luxe FireSuites sales for the quarter ended March 31, 2026. Venu total revenue was $3.9 million for the 3 months ended March 31, 2026, compared to $3.5 million for the 3 months ended March 31, 2025, an increase of 11% quarter-over-quarter. These highlights represent that our balance sheet is strong, the assets are real and the model is working. With that, I will turn it back to J.W.

Thanks, Heather, and thanks to Will, Vic and Terri. Here's what I want every investor on this call to take away today. We have built something that institutions recognize that world-class partners keep choosing and that retail investors are finding new ways to access. The model is working exactly the way we designed it. The pipeline is as strong as it's ever been, and we're just getting started. Let's open it up for questions.

[Operator Instructions] Our first question comes from the line of Stephen Laszczyk from Goldman Sachs.

Maybe to start off, J.W, could you talk a little bit more about the new class of venues you're set to build out here in the next couple of years? Maybe talk a little bit about what differentiates these venues from the legacy amphitheaters and venues most of us know today. And maybe within that, the types of live entertainment you see yourself leaning into at these new venues and ultimately, what that could mean for the business model, what that could mean for utilization as these new venues ramp up?

First, Stephen, thanks for taking the time to join us today. The venues that we're building, they're just purpose-built. They're state-of-the-art amps. They're designed to fill a clear gap that is missing in the market. You think of the amphitheater segment. And I got to tell you, I hate the word. I am working diligently to get rid of the word amphither because it drives me crazy because what we're building is really a whole brand-new asset class. We're combining some of the things from traditional venues, but we're also changing in a massive way. We're -- our new amps, if you want to call them that, are designed around real estate ownership, premium hospitality, immersive technology. These are not yesterday's sheds. These are really a new and exciting venue. They're multi-seasonal. Think of the amps today. They run in the summertime, right? And then they close. Not these. These venues are multi-seasonal. They will run year around. So instead of producing 30 shows that a typical amphitheater produces, these venues will produce up to 100 shows annually. They're multi-configurational, which also changes a lot of the utilization of these venues. In other words, they scale up and down in size. And they do it in such a way that, they always look full. I'm going to have Vic get more into that here in a second. But honestly, at the end of the day, what you're looking at here is not your traditional amphitheater. This is in every way a brand spanking new asset class. Vic, talk a little bit about the utilization.