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.

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 for common share and net tangible assets as of June 30, 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 and many more. Our property and equipment increased to $446 as of June 30, 2026, up $140.3 million, or 46%, from $305.9 million at December 31, 2025. Our Lux Fire Suite and Eggman Club sales reached more than $278 million in total sales since launching the program across current and in-development venues as of June 30, 2026. During the quarter, we sold approximately $30 million in Lux Fire Suite 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 JW.

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

We will now begin the question and answer session. Please limit yourself to one question and one follow up. If you would like to ask a question, please press star one to raise your hand. To withdraw your question, press star one again. We ask that you pick up your handset when asking a question to allow for optimum sound quality. If you are muted locally, please remember to unmute your device. Please stand by while we compile the Q&A roster. Your first question comes from the line of Greg Guidus from Northland Securities. Your line is now open. Please go ahead.

Great. Good morning, JW and Heather. Thanks for taking the question. I wanted to ask, you know, clearly you're squarely in the build phase, spending heavily on construction with these two massive projects, Oklahoma, Texas. Those will be open soon, presumably booking, you know, content and selling tickets. Given all that, what does the path to profitability look like from here?

Greg, first, thanks for joining today, and I appreciate you as a shareholder. You're right. I mean, we are on a massive amount of build right now. We expect Broken Arrow to open here in the next 90 days or so. We're currently booking that venue. The first shows have been booked. We have not booked anything in November yet simply because we want to make sure that we're on track for our opening. But we are booking December and we're booking the first quarter. We have over 25 holds and avails for Broken Arrow already in the calendar. And so that venue is coming along strong. We will do about $22 million or so in EBITDA in that venue in the first year. And it'll stabilize around $25 million or so. McKinney, we are anticipating a March finish there. We are currently booking McKinney. Holds and Avails sit at about 20 or 25 shows again. That venue will produce about $38 to $39 million its first year and stabilize around $45 to $46 million a year in EBITDA. And so our path to profitability is really second, early third quarter of 2027. We actually think that, like I said in the call here a minute ago, we actually think we'll be in a position by March or so to start giving guidance based on the shows that we're booking. The first six, including the Ford here in Colorado Springs, should produce about $125 to $130 million in total EBITDA on the operating side. We're probably, I'm going to guess, between 28 and 29 months away from the full run of those first six. But as we get there, we also have five more that will be under construction in that same amount of time. And so we're continuing to drive both on the openings that we have currently, as well as the new builds. And then our expansion pipeline is growing and it's growing rapidly. So anyway, I hope that answers the question.

Yeah, thanks. I appreciate that detailed color there and nice to hear the bookings are turning well. I'll pass it on. Thanks. Thanks, Greg.

The next question comes from the line of Julie Randall, private investor. Your line is now open. Please go ahead.

Good morning, J.W. Thank you so much for taking my question. I think this is very similar to the last question and it was at what point do you expect the company's growth and profitability to be reflected in the stock price? And what do you believe is a reasonable evaluation for the venue once the current pipeline of venues is operational?

First, Julie, thanks for your support and I appreciate your question. You know, the share price is so disappointing to me and I know it is to you. At the end of the day, people ask me all the time, why is the stock trading so low? And my answer is just, it's simple. I know it's simple, but it's true. There just happens to be more sellers than there are buyers. And so you ask yourself, why is that? Why are there more sellers than there are buyers? And I think that if you just sort of look at the state of the company and where we are, I think sellers are sort of betting that we're not gonna get these open, right? and there's just more of those than there are buyers who are very confident like myself that we are going to get these open. If you look over the last couple of quarters I have invested hundreds of thousands of dollars personally in our stock. I file my form for every time. Over the next two quarters starting tomorrow now that the blackout period is over I'm going to invest again personally hundreds of thousands of dollars in the stock simply because I see an absolute clear path to opening our venues and to profitability. But to answer your question, there's just more people that are pessimistic than are optimistic. And so it provides a great opportunity for buyers like me today to nibble at the stock. You know, we have taken on a massive project here. Venue is not a simple startup. It is a startup that is capital intensive, We are spending literally hundreds of millions of dollars building these venues. You know, it takes big cojones to do what we're doing and we're doing it. And so at the end of the day, the stock price is going to be reflective once people realize and once the market realizes that we've actually done what we've set out to do. And I think that starts here in a couple of weeks, maybe 12 weeks down the road here as shows start to get kicked off in Broken Arrow. I actually think it'll happen a little bit quicker than that if shows start to be announced. And that'll happen in the next three to four weeks. Tickets will go up for sale in that venue. And then I think then the market will say to itself, you know what? They did it. They are opening these. They have figured out the model to open these. And I got to tell you, having the fractional ownership marry up to C-PACE financing allows us to accelerate everything that we're doing. And it brings our cost of capital way down, our occupancy costs way down. And so not only are we going to open these, and we're going to open them on time, we're going to open them more profitable than we were maybe three or four months ago in our planning. But I thank you for your call. Did that answer your question?

It did. Thank you so much.

Thank you, Julie.

Reminder, if you would like to ask a question, please press star one. To withdraw your question, press star one again. I would now like to read a question on behalf of Dennis Corsi, investor in the hospitality collection at the Ford Amphitheater, a venue shareholder, and fire suite investor at the Hall and Centennial. Question one. When the Broken Arrow, McKinney, and El Paso facilities open, how much value does Venue expect each to add to the balance sheet? Will the market value of donated assets be reflected once they open?

Dennis, that's a good question. Let me answer the second one first. On a mark to market basis, we've got our arms around what that equals in net tangible assets. We made that in our release earlier, which is about $9 today, $4.44 on a GAAP basis. From an accounting standpoint, I don't think contributed assets will ever find their way onto our GAAP balance sheet until that asset is either sold or it is financed. which we don't plan on doing. So that contributed asset is most likely going to sit on our balance sheet at its contributed basis. That's number one. Number two, I believe that I don't have the numbers right in front of me, but broken RO is going to be somewhere around $200 million, I would assume. And it's appraised value, McKinney somewhere around $400 million on just a cost basis. But I really believe its value is going to be probably more focused on the EBITDA and the earnings that they produce. And again, we believe Broken Arrow is going to be at a stabilized run rate in that 24 range annually and McKinney will be in that 45 range or so annually on a stabilized basis.

And the second question, what kind of programming is planned for the new indoor hall at Centennial? And is venue still targeting 80 to 90 events per year there?

Yes. Centennial is a project very much like what we built in Gainesville and in Colorado Springs, just on steroids. It is a bigger venue. It's going to host 2,500 CAP-type programming and then some Omni-type programming as well. Comedy, theater, things that are sort of out of the box that you don't necessarily see in Gainesville or here in Colorado Springs, but we are super excited about Centennial. It'll be the first venue that we have built with fractional ownership and and Fire Pit Suites. And so it is a venue unlike any other indoor venue in the country and we're anxious to get it open. And yes, it'll produce 80 to 100 shows a year.

The next question comes from the line of Marty Calvert from Morgan Stanley. Your line is now open. Please go ahead.

Good morning, JW and team. Nice quarter. Hey, I was just wondering about the C-PACE financing. Will that come in tranches or will that be an all at once thing? What's the structure behind the C-PACE?

Marty, first, thanks for your support and joining the call today. C-PACE is just a really interesting opportunity for us all the way around. C-PACE is a tax assessment financing that lives on our property tax role It does come in tranches. It comes in tranches up to about six months prior to opening. So when we get to a point where we are with Broken Arrow, those tranches will compress. And then with McKinney, it's the same thing. Those tranches will start about six months out, and those tranches will run through the opening in McKinney. The C-PACE folks that we're working with couldn't be better. I'm excited about building this relationship with them because I really think it's a game changer for our business. And like I said earlier, what CPACE does for us is it reduces occupancy costs. It also reduces the necessity for us to ever go out and put a put a traditional mortgage on the property. I believe that most of our properties will be free and clear in terms of first mortgages. And we will live with C-PACE as our long-term partner. I couldn't be more excited about C-PACE. I actually encourage everybody that's on this call to actually study a little bit about C-PACE and how it works. But for a business like ours, it's terrific. It's 35% to 40% LTV. and it's structured in such a way that is very, very flexible for a company like ours.

Great, J.W., thank you.

I would now like to ask a question on behalf of Eric Edstrom from Firesuite Investor and Shareholder. What are the specific operating milestones, venue count, revenue, EBITDA, that would need to be achieved for venue to support a 10 to 15 share price on a reasonable valuation?

Eric, that's an interesting question. I would have to think about that a second.

You know, if you were looking at a $10 share price, first you have to figure out two things. First, you'd have to back into whatever you believe a multiple of EBITDA is going to be. So let's start there. I would say that a multiple of EBITDA of 25 to 30 with the sort of growth that we're looking at would be reasonable. It would be a good comp in our market. So let's start with that number and back into a $10 share price. So a $10 share price with sort of the next piece or the next metric that we would need, which would be shares outstanding. I think it's 58 to 59 million. I don't have it right in front of me, but let's call it 60 just for fun. If you had a 25 multiple on 60 million shares outstanding, you'd need $25 million or so in EBITDA to generate what would be a $10 or $11 share price. If you were doing the math that way, if you were doing the math based on mark-to-market value on the balance sheet, we're there today. We're just short of 10. We're 9 and change. So, but a $10 valuation or a $10 share price based on metrics of multiples, you would be, you know, at 60 million out, you would be roughly 25 million or so in EBITDA would generate that sort of valuation. Now, I have to throw in a couple of pieces there. So, you know, I believe we're headed to 125 million or better in EBITDA. over the next or the finishing up of the builds that we currently have underway. But you also have to remember, there's probably some growth in that cap table because of the warrants that we have outstanding. Now, there's two pieces to that. One, as they exercise, it puts another $125 million onto our balance sheet, which then reduces the amount of financing that we have to do in the future and in a lot of ways reduces the amount of fractional ownership that we would have to sell. So as our balance sheet grows to a fully diluted basis, which would be roughly $100 million or so, it would add $125 million in cash. And so if you took the $125 million in sort of projected EBITDA with the projects that we have underway and you stuck a multiple on that of 25, and you looked at it as a fully diluted basis, you'd be about $35 a share. So it's sort of how you do the math and believe me, I do the math all the time. And so that's sort of where you sit today. I hope that answers your question.

We have now reached the end of our Q&A session. I will now turn the call back to JW for closing remarks.

Well, thank you. I just want to tell everybody that I appreciate you being on the call. I appreciate your support. You know, we're rocking and rolling here and we have a team that's incredible. We have great leadership here. This isn't just JW Roth. This is a team of super dedicated folks that have ownership in our company. And everybody here is hell bent on building this thing into the success it's going to be. So anyway, again, I appreciate you. I appreciate you as a shareholder. And I look forward to growing this thing together. Thank you.

This concludes today's call. Thank you for attending. You may now disconnect