Venu Holding Corp
For the period ended Mar 31, 2025. Filed May 15, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 15, 2025
VENU$1.30-2.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-12-23.
0001493152-24-051822
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001641172-25-010885
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 124 previous paragraphs and 113 current paragraphs.
65 unchanged; 33 reworded; 14 added; 24 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 9 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
* Projected opening dates are based on Venu’s best estimates but are subject to change.
Current report
** Venu is under contract to purchase and refurbish a music hall in the Denver metropolitan area. *** Venu is currently in active negotiations with a municipality and expects to have a site contracted for The Sunset OKC in early summer of 2025.
Current report
Private Offerings
Current report
VENU HOLDING CORPORATION AND SUBSIDIARIES
Current report
Total revenue ended for the three months ended March 31, 2025 at $3,499,159, as compared to the three months ended March 31, 2024 at $3,939,743, a decrease of $440,584 or 11%. The decrease in the three months ended March 31, 2025 was primarily attributable to the restaurant sales decrease at Notes Eatery in Colorado as it shifted its focus to a weekend brunch menu and weekday events business in 2025. The other contributing factors included softer overall sales, at the Bourbon Brother Smokehouse and Tavern and Phil Long Event Center, both in Colorado Springs, for the three months ended March 31, 2025 compared to March 31, 2024.
Current report
*Rent Costs.*Our rent costs increased $67,919 or 23% during the three months ended March 31, 2025, respectively, as compared to the same periods in the prior year because of increases in rent related expenses, such as insurance and an additional corporate leased space in McKinney the Company had for the three months ended March 31, 2025 compared to the same period in March 31, 2024.
Current report
*Depreciation and Amortization Costs.*Our depreciation and amortization costs increased $768,900 or 127% during the three months ended March 31, 2025, as compared to the same period in the prior year as the Company had additional assets depreciated in the three months ended March 31, 2025 for the Ford Amphitheater in Colorado compared to the same period for March 31, 2024.
Current report
On February 28, 2025, the Company issued a $6,000,000 principal amount convertible promissory note, with a maturity date three years from the date of issuance. The interest rate is 12% per annum and paid quarterly in cash or shares of Venu’s common stock at the conversion price per the lender’s direction. The conversion price is defined as 100% of the average daily closing sale price of the Company’s common stock during the 10 consecutive trading days immediately prior to the applicable payment date. The lender was also issued a warrant that is exercisable to acquire 300,000 shares of Company common stock at an exercise price of $12.50 per share. The principal is secured by certain real property of the Company. The Company recorded a discount on the debt because a portion of the proceeds was attributable to equity-classified warrants, reducing the debt’s initial carrying amount. The fair market value per the Black Scholes calculation of this was $526,329 with one month amortized to interest expense for the three months ended March 31, 2025 for $14,620 with a remaining balance unamortized of $522,709. Interest was accrued on the debt for one month as of March 31, 2025 for $60,000. The convertible promissory note and warrant was in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Current report
The Company announced the structured financing model of its Luxe FireSuites available for fractional ownership of its Sunset at McKinney and Sunset at Broken Arrow locations in late February 2025, which allows an investor to purchase a membership unit and acquire rights to fractional ownership via a suite with 25% down payment on the membership unit and pay the remaining 75% of their capital commitment over a 20-year amortization. Since the financing began in late February 2025 for these specific locations, the Company accepted cash deposits of $3,431,250, net receivables of $10,288,750 recorded as of contra non-controlling interest in equity on the balance sheet with the total investments of $13,720,000 netted against the receivables in non-controlling interests as of March 31, 2025.
Current report
Warrants and Options
Current report
During the period ended March 31, 2025, the Company granted a total of 3,290,500 warrants and stock options under the 2023 Plan, with (i) 2,500,000 total options granted to JW Roth and Kevin O’Neil as part of the closing upon the real property in McKinney and each agreeing to serve as a personal guarantor of a promissory note issued at that closing, (ii) 300,000 warrants issued to investors as part of the convertible promissory note offering, (iii) an additional 465,000 in total warrants and options for contributed services and (iv) 25,500 to employees.
Current report
The following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of March 31, 2025:
Current report
The following table shows the classification and carrying value of assets and liabilities of consolidated VIEs as of December 31, 2024:
Current report
The following table provides asummary of the Company’s non-controlling interests for the three-month periods ended March 31, 2025 and March 31, 2024:
Removed paragraphs (24)
Previous report
*Venu has not entered into a public-private partnership or secured a location for The Sunset OKC but is actively pursuing potential municipalities to partner with and locations for The Sunset OKC’s development.
Previous report
Private Equity Offerings
Previous report
During the first nine months of 2024, we raised $31,693,410 in a private offering of our Common Stock. We have used, and expect to use, the proceeds of that offering primarily to fund marketing, recruitment and development of staff, pre-opening costs for Ford Amphitheater, Roth’s Seafood and Chophouse, and Notes Hospitality Collection restaurant venues in Colorado Springs, Colorado, and other working capital needs.
Previous report
Overview of the Year-to-Year Third-Quarter Interim Financial Comparison
Previous report
For the nine-month period ended September 30, 2024 and 2023:
Previous report
Comparison of the Nine Months Ended September 30, 2024 and 2023
Previous report
Total revenue increased $1,540,596 for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. Total revenue increased $4,881,381 for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023.
Previous report
With respect to the increase in revenue generated during the three and nine months ended September 30, 2024, compared to the same periods in 2023, the increase was primarily attributable to the opening of Ford Amphitheater in August 2024. The opening of Ford Amphitheater in August 2024, and the holding of 17 events through September 30, 2024, was the primary factor that contributed to the increase in our event center ticket and fee revenue during the 2024 period, as well as the increase in our sponsorship revenue as we recognized revenues through our sponsorship agreement for that venue. BBST CO and BBP CO experienced increased revenues for both the three and nine months of September 30, 2024 compared to September 30, 2023, along with our BBST GA restaurant and BBP GA venue being open and fully operational during the first three quarters of 2024 while still being under construction until June 2023. The net decrease in our Restaurant Operations for the three months ended September 30, 2024 over September 30, 2023 included decreased revenues at the BBST GA venue recognizing grand opening sales above normal levels in 2023 while recognizing stabilizing revenues in 2024 and Notes Eatery changing its operating model and hours in 2024 compared to a higher operating model in 2023.
Previous report
*Rent Costs.*Our rent costs decreased $(29,840) and increased $111,906 during the three and nine months ended September 30, 2024, respectively, as compared to the same periods in the prior year. In regards to the decrease in rent expense for the three months ended September 30, 2024, this was primarily due to Notes Eatery rent expenses being eliminated in consolidations since it began to be consolidated the Company’s financials in late June 2024. The increase for the nine months ended September 30, 2024, this was primarily due to the added costs of operating and paying rent costs for our BBST GA and BBP GA restaurant and venue in Gainesville, Georgia beginning in June 2023.
Previous report
*Depreciation and Amortization Costs.*Our depreciation and amortization costs increased $538,365 during the three months ended September 30, 2024, as compared to the same period in the prior year, and increased $1,040,003 during the nine months ended September 30, 2024, as compared to the same period in the prior year. The increases in depreciation and amortization costs during the three and nine months ended September 30, 2024 compared to the same periods the prior year was primarily attributable to our BBST GA and BBP GA restaurant and venue being open and operational during the first three quarters of 2024 but not until late in the second quarter of 2023, along with Ford Amphitheater opening in late third quarter of 2024.
Previous report
For the nine months ended September 30, 2024 and 2023, other expense totaled $2,500,000 and $0, respectively. This increase for the nine months ended September 30, 2024, was primarily due to the financing expense the Company recognized on a convertible promissory note issued in January 2024.
Previous report
(Loss) Gain on Sale of Investments, net
Previous report
During the 2023 fiscal year, we realized a loss on the sale of investments of $75,603, resulting from the sale of our 20% interest in War Hippies, LLC in December 2023.
Previous report
During the first nine months of 2024, we closed a private placement offering in which we sold 3,169,341 shares of Common Stock and received gross proceeds of $31,693,410.
Previous report
We had one investment that we accounted for using the equity method described in ASC 323,Investments — Equity Method and Joint Ventures, prior to disposing of that investment on December 31, 2023. Pursuant to that accounting method, we initially recorded the investment as an asset on the balance sheet at its initial cost and then adjusted the investment each reporting period through the income statement for the income or loss for our proportionate share of the investment.
Previous report
Warrants
Previous report
On a rolling basis from July 2021 through January 2022, we issued lenders an aggregate of $3,775,000 in convertible promissory notes (the “July 2021 Notes”) and 377,500 warrants (exercisable for a three-year term from their date of issuance), which by their original terms are exercisable at the option of the holder to purchase non-voting units of B Entertainment LLC for $2.50 per share (and after our conversion to a corporation in April 2022, and after giving effect to subsequent forward-stock splits, are exercisable to acquire shares of Class B Non-Voting Common Stock for $10.00 per share) prior to the warrants’ expiration. We accounted for the warrants in accordance with ASC 815-10,Derivatives and Hedging, pursuant to which the warrants were recorded at relative fair value within stockholders’ equity in our consolidated balance sheets.
Previous report
During the nine months ended September 30, 2024, we granted a total of 2,285,750 warrants, consisting of 1,285,750 warrants granted to employees and directors and 1,000,000 warrants granted as part of a convertible promissory note. As of September 30, 2024, there was a total of 3,303,829 warrants exercisable with an aggregate intrinsic value of $14,564,986. For the total warrants outstanding of 4,901,458 as of September 30, 2024, the aggregate intrinsic value was $20,352,758.
Previous report
The Company had two membership classes of units while it was a limited liability company: Class A Voting and Class B Non-Voting Units. Upon the Company’s conversion on April 6, 2022 from a Colorado limited liability company to a Colorado C corporation, the Company’s Class A Voting Units became its Class A Common Stock, and the Class B Non-Voting Units became its Class B Non-Voting Common Stock.
Previous report
On October 25, 2022, Venu amended its Articles of Incorporation to increase the number of shares of its capital stock authorized for issuance, change the voting rights of its Class A Common Stock, and add its Class C Common Stock as a class of stock.
Previous report
On August 7, 2023, Venu allowed its shareholders to exchange their shares of Class A Common Stock into shares of Class C Common Stock on a 1-for-25 basis and to convert their shares of Class B Non-Voting Common Stock into shares of Class C Common Stock on a 1-for-1 basis. The Company has 76,245 shares of treasury stock that it acquired through the acquisition of HIA.
Previous report
On November 3, 2023, Venu amended its Articles of Incorporation to increase the number of shares of its capital stock authorized for issuance and to effect a 5-for-1 forward stock split of the issued and outstanding shares of its Class C Common Stock. . On that same date, Venu also began a private placement offering of its shares of Class C Common Stock for $10.00 per share, which later became an offering of Common Stock following Venu’s one-for-one conversion of Class C Common Stock into Common Stock in September 2024. In connection with that offering, Venu issued 3,507,591 shares of Common Stock, including 3,169,341 shares during the nine months ended September 30, 2024. Venu also issued 700,000 shares of Class C Common Stock as payment for services to Sunshine Advisors, LLC, an outside consultant.
Previous report
On November 15, 2023, Venu amended its Articles of Incorporation to effect a 5-for-1 forward stock split of the issued and outstanding shares of its Class B Non-Voting Common Stock.
Previous report
On March 5, 2024, Venu and its Class C Common Stock shareholders authorized the creation and issuance of up to 60,000,000 shares of Class D Common Stock. Venu amended its Articles of Incorporation to increase the number of shares of its capital stock authorized for issuance and to add its Class D Common Stock as a class of stock. At that time, Venu allowed shares of Class B Non-Voting Common Stock and of Class C Common Stock to be exchanged for shares of Class D Common Stock on a 1-for-1 basis.
Reworded paragraphs (33)
Previous wording
You should read the following discussion and analysis of Venu’s financial condition and results of operations together with our audited consolidated financial statements as of and for the fiscal years ended December 31, 2023, which are included in our final prospectus on Form 424B4 filed with the SEC on November 27, 2024, in connection with our initial public offering (the “Final Prospectus”), and our unaudited condensed consolidated financial statements as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023, which appear at the end of this Quarterly Report on Form 10-Q, in each case together with the related notes thereto. Some of the information contained in this discussion and analysis or set forth at the end of this Quarterly Report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the section entitled “Risk Factors,” actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. You should carefully read the section of this Quarterly Report entitled “Risk Factors” to gain an understanding of the important factors that could cause actual results to differ materially from forward-looking statements. Please also see the section entitled “Cautionary Note Concerning Forward-Looking Statements.” Forward-looking statements may be identified by words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions. Future operating results, however, are impossible to predict, and no guarantee or warranty is to be inferred from those forward-looking statements.
Current wording
You should read the following discussion and analysis of Venu’s financial condition and results of operations together with our audited consolidated financial statements as of and for the fiscal years ended December 31, 2024, which are included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”), and our unaudited condensed consolidated financial statements as of March 31, 2025 and for the three months ended March 31, 2025 and 2024, which appear at the end of this Quarterly Report on Form 10-Q, in each case together with the related notes thereto. Some of the information contained in this discussion and analysis or set forth at the end of this Quarterly Report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the section entitled “Risk Factors,” actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. You should carefully read the section of this Quarterly Report entitled “Risk Factors” to gain an understanding of the important factors that could cause actual results to differ materially from forward-looking statements. Please also see the section entitled “Cautionary Note Concerning Forward-Looking Statements.” Forward-looking statements may be identified by words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions. Future operating results, however, are impossible to predict, and no guarantee or warranty is to be inferred from those forward-looking statements.
Previous wording
This section presents management’s perspective on the financial condition and results of operations of Venu Holding Corporation. Unless otherwise noted, for purposes of this section, the terms “we,” “us,” “our,” “Company,” and “Venu” refer to Venu Holding Corporation and its consolidated subsidiaries. The following discussion and analysis (this “MD&A”) is intended to highlight and supplement data and information presented elsewhere in this Quarterly Report and should be read in conjunction with our audited consolidated financial statements as of and for the fiscal years ended December 31, 2023 and 2022,*which are included in our Final Prospectus on Form 424B4 filed with the SEC on November 27, 2024,*and our unaudited condensed consolidated financial statements as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023, which are included in this Quarterly Report, in each case together with the related notes thereto. Results for any period or year should not be construed as an inference of what our results would be for any full fiscal year or future period. This MD&A is also intended to provide you with information that will facilitate your understanding of our consolidated financial statements, the changes in key items in those consolidated financial statements from year to year, and the primary factors that accounted for those changes. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties, and assumptions that could cause results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections titled “Cautionary Note Concerning Forward-Looking Statements” and “Risk Factors.” Our MD&A is organized as follows:
Current wording
This section presents management’s perspective on the financial condition and results of operations of Venu Holding Corporation. Unless otherwise noted, for purposes of this section, the terms “we,” “us,” “our,” “Company,” and “Venu” refer to Venu Holding Corporation and its consolidated subsidiaries. The following discussion and analysis (this “MD&A”) is intended to highlight and supplement data and information presented elsewhere in this Quarterly Report and should be read in conjunction with our audited consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023, which are included in the Annual Report, and our unaudited condensed consolidated financial statements as of March 31, 2025 and for the three months ended March 31, 2025 and 2024, which are included in this Quarterly Report, in each case together with the related notes thereto. Results for any period or year should not be construed as an inference of what our results would be for any full fiscal year or future period. This MD&A is also intended to provide you with information that will facilitate your understanding of our consolidated financial statements, the changes in key items in those consolidated financial statements from year to year, and the primary factors that accounted for those changes. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties, and assumptions that could cause results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections titled “Cautionary Note Concerning Forward-Looking Statements” and “Risk Factors.” Our MD&A is organized as follows:
Previous wording
Amphitheaters— Amphitheaters are typically outdoor venues that accommodate between 8,000 and 20,000 concertgoers and will primarily be operated during the summer through fall seasons. Amphitheaters are designed with special acoustics, premium seat packages, and luxurious suites intended to amplify guests’ music and entertainment experiences. Our first amphitheater venue is the Ford Amphitheater in Colorado Springs, Colorado, which is an open-air, 8,000-person venue. In addition to lawn and stadium-style seating that allows us to offer tickets at an array of price points, Ford Amphitheater has firepit suites that deliver premium hospitality and a more luxurious, personalized concert experience. Each firepit suite can accommodate up to eight guests. Ford Amphitheater, which opened in August 2024, is designed with 92 VIP firepit suites, accommodating a total of 736 VIP guests. Ford Amphitheater will primarily host concerts from May through October each year. The amphitheaters planned for development in Oklahoma and Texas will also have firepit suites.
Current wording
Amphitheaters— Amphitheaters are typically outdoor venues that accommodate between 8,000 and 20,000 concertgoers and will primarily be operated during the summer through fall seasons. Amphitheaters are designed with special acoustics, premium seat packages, and luxurious suites intended to amplify guests’ music and entertainment experiences. Our first amphitheater venue is the Ford Amphitheater in Colorado Springs, Colorado, which is an open-air, 8,000-person venue. In addition to lawn and stadium-style seating that allows us to offer tickets at an array of price points, Ford Amphitheater has firepit suites that deliver premium hospitality and a more luxurious, personalized concert experience. Each firepit suite can accommodate up to eight guests. Ford Amphitheater, which opened in August 2024, is designed with 92 VIP firepit suites, accommodating a total of 736 VIP guests. Ford Amphitheater will primarily host concerts from April through October each year. The amphitheaters in development, or planned for development in Oklahoma and Texas, will also have Luxe FireSuites.
Previous wording
Certain entities, which own and develop Venu’s venues, are not wholly owned by Venu. For example, Venu has a 10% ownership interest in The Sunset Amphitheater, LLC (which is the owner and developer of the Ford Amphitheater) but holds a 100% voting interest. Venu anticipates it will own 60% of Sunset Hospitality Collection, LLC (which is a company designed to own the building to lease to Roth Seafood & Chophouse and Notes Hospitality Collection) but hold 100% of the voting interest. In addition, the Company expects to own 30% of Sunset at Broken Arrow LLC and Sunset at Mustang Creek LLC (which, respectively, will own and operate the planned amphitheaters in Broken Arrow, Oklahoma and the greater Oklahoma City area) while, in each case, holding a 100% voting interest. With respect to its subsidiaries that own and develop amphitheaters, third-party members, in exchange for their capital contributions, receive an interest in the exclusive use of a specific suite at the applicable venue and also in their capacity as equity owners receive financial interests in their pro rata portion of a defined portion of the revenues generated by the venue for each event. Similarly, third-party members in Sunset Hospitality Collection LLC, receive, in exchange for their capital contribution, distributions from revenues resulting from lease payments received on the property owned by the entity.
Current wording
Certain entities, which own and develop Venu’s venues, are not wholly owned by Venu. For example, Venu has a 10% ownership interest in The Sunset Amphitheater, LLC (which is the owner and developer of the Ford Amphitheater) but holds a 100% voting interest. Venu anticipates it will own approximately 40% of Sunset Hospitality Collection, LLC (which is a company designed to own the building to lease to Roth Seafood & Chophouse and Notes Hospitality Collection) but hold 100% of the voting interest. In addition, the Company expects to own 30% of Sunset at Broken Arrow LLC and Sunset at Mustang Creek LLC (which, respectively, will own and operate the planned amphitheaters in Broken Arrow, Oklahoma and the greater Oklahoma City area) while, in each case, holding a 100% voting interest. With respect to its subsidiaries that own and develop amphitheaters, third-party members, in exchange for their capital contributions, receive an interest in the exclusive use of a specific suite at the applicable venue andalso in their capacity as equity owners receive financial interests in their pro rata portion of a defined portion of the revenues generated by the venue for each event. Similarly, third-party members in Sunset Hospitality Collection LLC, receive, in exchange for their capital contribution, distributions from revenues resulting from lease payments received on the property owned by the entity.
Previous wording
Fine Dining, Hospitality, and Entertainment Campuses— In May 2025, Venu expects to open Roth’s Seafood & Chophouse, a fine-dining restaurant in a mixed-use development adjacent to Ford Amphitheater. Framing either side of Roth’s will be two, configurable hospitality spaces intended to be used for hosting corporate events, weddings, trade shows, conventions, and other events. Above Roth’s and in between the Notes Hospitality Collection spaces will be a “top-shelf” bar and lounge called Brohan’s, which will offer unobstructed views of the surrounding area Venu intends to monetize during marquee shows at Ford Amphitheater.
Current wording
Fine Dining, Hospitality, and Entertainment Campuses— In the fall 2025, Venu expects to open Roth’s Seafood & Chophouse, a fine-dining restaurant in a mixed-use development adjacent to Ford Amphitheater. Framing either side of Roth’s will be two, configurable hospitality spaces intended to be used for hosting corporate events, weddings, trade shows, conventions, and other events. Above Roth’s and in between the Notes Hospitality Collection spaces will be a “top-shelf” bar and lounge called Brohan’s, which will offer unobstructed views of the surrounding area Venu intends to monetize during marquee shows at Ford Amphitheater.
Previous wording
*Event Operations.*The Event Operations portion of our business involves the promotion of live music and events in our owned or operated venues, the operation and management of our venues, the creation of content from concerts and events hosted in our venues, and the provision of management and other services to artists. Between BBP CO in Colorado Springs, Colorado, and BBP GA in Gainesville, Georgia, we promote and hold hundreds of live music and other events each year. Our Event Operations business generated $1,104,991, or 21%, of our total revenue during the three months ended September 30, 2024, and $3,755,113, or 28%, of our total revenue during the nine months ended September 30, 2024.
Current wording
*Event Operations.*The Event Operations portion of our business involves the promotion of live music and events in our owned or operated venues, the operation and management of our venues, the creation of content from concerts and events hosted in our venues, and the provision of management and other services to artists. Between BBP CO in Colorado Springs, Colorado, and BBP GA in Gainesville, Georgia, we promote and hold hundreds of live music and other events each year. Our Event Operations business generated $1,264,910, or 36%, of our total revenue during the three months ended March 31, 2025, and $1,359,641, or 35%, of our total revenue during the three months ended March 31, 2024.
Previous wording
*Restaurant Operations.*Revenues generated through restaurant operations included F&B sales at our BBST restaurants and Notes bar (known as Notes Eatery as of May 2024). F&B sales include all revenues recognized with respect to stand-alone F&B sales, along with F&B sales at BBP CO and BBP GA. Our Restaurant Operations business generated $2,740,411, or 50%, of our total revenue for the three months ended September 30, 2024, and $8,144,605 or 60%, for the nine months ended September 30, 2024. The increase in our Restaurant Operations for the nine months ended September 30, 2024 compared to 2023 is primarily due to our increased revenues from our BBST CO restaurant in 2024 and the BBST GA restaurant venue being open and fully operational during the first three quarters of 2024 while still being under construction until June 2023. The net decrease in our Restaurant Operations for the three months ended September 30, 2024 over September 30, 2023 consists of our increased revenues from our BBST CO restaurant in 2024, offset by decreased revenues at the BBST GA venue recognizing grand opening sales above normal levels in 2023 while recognizing stabilizing revenues in 2024 and Notes Eatery changing its operating model and hours in 2024 compared to a higher operating model in 2023.
Current wording
*Restaurant Operations.*Revenues generated through restaurant operations included F&B sales at our BBST restaurants and Notes Eatery. F&B sales include all revenues recognized with respect to stand-alone F&B sales, along with F&B sales at BBP CO and BBP GA. Our Restaurant Operations business generated $2,044,916, or 58%, of our total revenue for the three months ended March 31, 2025, and $2,580,102 or 65%, for the three months ended March 31, 2024.
Previous wording
*Amphitheater Operations.*The Amphitheater Operations began generating revenue in the third quarter of 2024 with the opening of Ford Amphitheater. Through a subsidiary we have entered into an agreement with Anschutz Entertainment Group (“AEG”), AEG Presents-Rocky Mountains, LLC, a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado. Within our Amphitheater Operations, we pre-sell naming rights to our amphitheater by partnering with industry-leading brands under naming-rights agreements. At the Ford Amphitheater, we generate net profits that are split with AEG through: (i) ticket sales, fees and rebates on tickets for concerts and events held at Ford Amphitheater; (ii) parking fees; (iii) venue rentals, which may occur for a variety of corporate and personal events; (iv) food and beverage sold at the shows and events; and (v) sponsorship sales, which allow brands to advertise at our venue by showcasing their names and logos on a variety of sponsorship inventory curated for the venue and at each event we promote and host, all of which are offset by operating expenses, artist expenses, supplies, security, utilities, insurance, overhead, and other operating costs within our net amphitheater revenue recognition from AEG. For future amphitheater locations we expect to open we anticipate entering into contractual arrangements with third party operators having terms similar to those with AEG. Our Amphitheater Operations generated net revenues of $1,606,573 or 30% of our total revenue for the three months ended September 30, 2024 or 12% of our total revenue for the nine months ended September 30, 2024.
Current wording
*Amphitheater Operations.*The Amphitheater Operations began generating revenue in the third quarter of 2024 with the opening of Ford Amphitheater. Through a subsidiary we have entered into an agreement with Anschutz Entertainment Group (“AEG”), AEG Presents-Rocky Mountains, LLC, a major music and entertainment events presenter, to operate Ford Amphitheater in Colorado Springs, Colorado. Within our Amphitheater Operations, we pre-sell naming rights to our amphitheater by partnering with industry-leading brands under naming-rights agreements. At the Ford Amphitheater, we generate net profits that are split with AEG through: (i) ticket sales, fees and rebates on tickets for concerts and events held at Ford Amphitheater; (ii) parking fees; (iii) venue rentals, which may occur for a variety of corporate and personal events; (iv) food and beverage sold at the shows and events; and (v) sponsorship sales, which allow brands to advertise at our venue by showcasing their names and logos on a variety of sponsorship inventory curated for the venue and at each event we promote and host, all of which are offset by operating expenses, artist expenses, supplies, security, utilities, insurance, overhead, and other operating costs within our net amphitheater revenue recognition from AEG. For future amphitheater locations we expect to open we anticipate entering into contractual arrangements with third-party operators having terms similar to those with AEG. Our Amphitheater Operations generated net revenues of $189,333 or 5% of our total revenue for the three months ended March 31, 2025 which included naming rights, net of AEG profit, with no shows taking place yet for the three months ended March 31, 2025, and $0 for the three months ended March 31, 2024 as Ford Amphitheater was not open during that time.
Previous wording
Since our formation in 2017, we have funded our operations, in part, through proceeds from private sales of our equity securities.
Current wording
Since our formation in 2017, we have funded our operations, in part, through proceeds from private sales of our equity and debt securities.
Previous wording
We anticipate raising additional cash through the private sales of membership interests in certain of our subsidiary entities (including interests in our firepit suites) at our amphitheater locations, collaborative arrangements such as owner’s clubs, or a combination thereof, to continue to fund our construction of venues. There is no assurance that any such collaborative arrangement will be entered into or that financing will be available to us when needed in order to allow us to continue our operations, or if available, on terms acceptable to us. If we do not raise sufficient funds in a timely manner, we may be forced to curtail operations or revise the timeline of our business plan.
Current wording
We anticipate raising additional cash through the sales of our debt and equity securities together with private sales of membership interests in certain of our subsidiary entities (including interests in our Luxe FireSuites) at our amphitheater locations, collaborative arrangements such as owner’s clubs, or a combination thereof, to continue to fund our construction of venues. There is no assurance that any such collaborative arrangement will be entered into or that financing will be available to us when needed in order to allow us to continue our operations, or if available, on terms acceptable to us. If we do not raise sufficient funds in a timely manner, we may be forced to curtail operations or revise the timeline of our business plan.
Previous wording
Overview of the 2024 Nine-Month Interim Period Financial Comparison
Current wording
Overview of the 2025 Three-Month Interim Period Financial Comparison
Previous wording
Ford Amphitheater in Colorado Springs opened August 9, 2024. A fine-dining restaurant, Roth’s Seafood and Chophouse, and a rooftop bar, Brohan’s, along with premier event rental space and suites known as Notes Hospitality Collection surrounding that development, are expected to open in May 2025. Even though this amphitheater had a shortened 2024 season, it positively impacted Venu’s financial performance in 2024.
Current wording
Ford Amphitheater in Colorado Springs opened August 9, 2024. A fine-dining restaurant, Roth’s Seafood and Chophouse, and a rooftop bar, Brohan’s, along with premier event rental space and suites known as Notes Hospitality Collection surrounding that development, are expected to open in fall 2025. Even though this amphitheater had a shortened 2024 season, it positively impacted Venu’s financial performance in later 2024. The amphitheater didn’t have any shows in three months ended March 31, 2025 or the three months ended March 31, 2024.
Previous wording
*Food and Beverage Costs.*Our F&B costs decreased $(58,848) and increased $371,483 during the three and nine months ended September 30, 2024, respectively, as compared to the same periods in the prior year. For the three months ended September 30, 2024, the decrease in costs was aligned with the decrease in our restaurant including food and beverage revenue for the same time period at the BBST GA location. This location specifically had elevated sales during the same period in 2023 due to its grand opening period. For the nine months ended September 30, 2024 compared to September 30, 2023, the cost increases were primarily driven by our increase in overall sales volumes for the first nine months of the year, along with increased raw ingredient and food costs due to inflation.
Current wording
*Food and Beverage Costs.*Our food and beverage costs decreased $106,715 or 18% during the three months ended March 31, 2025, respectively, as compared to the same period in the prior year. For the three months ended March 31, 2025 compared to March 31, 2024, the cost decreases were primarily driven by our decrease in overall sales volumes for the first three months of the year.
Previous wording
*Event Center Costs.*The costs attributed to our event centers increased $27,952 and $1,092,943 during the three and nine months ended September 30, 2024, respectively, as compared to the same periods in the prior year. In each case, this was primarily due to the added costs of operating our BBP GA venue in Gainesville, Georgia as it was open for a full nine months in 2024 when compared to 2023 as it opened in June 2023.
Current wording
*Event Center Costs.*The costs attributed to our event centers increased $132,782 during the three months ended March 31, 2025 or 22%, respectively, as compared to the same period in the prior year. This increase was primarily attributed to the increase in band expenses in the three months ended March 31, 2025 compared to the three months ended March 31, 2024.
Previous wording
*Labor Costs.*Our labor costs decreased $(35,665) and increased $786,490 during the three and nine months ended September 30, 2024, respectively, as compared to the same periods in the prior year. Management believes the decrease for the three months ended September 30, 2024 compared to the same period in the prior year occurred because the interim period in 2023 included additional labor costs to train and employ the individuals who operate our BBST GA and BBP GA restaurant and venue following their grand openings in June 2023. The increase in the nine months ended September 30, 2024 was primarily inflation driven with higher wages.
Current wording
*Labor Costs.*Our labor costs decreased $68,451 during the three months ended March 31, 2025 respectively, as compared to the same period in the prior year. The decrease in the three months ended March 31, 2025 was primarily due to the decrease in sales for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.
Previous wording
*Operating Expenses.*Our operating expenses increased $2,020,622 during the three months ended September 30, 2024, as compared to the same period in the prior year, and increased $14,334,522 during the nine months ended September 30, 2024, as compared to the same period in the prior year. In each case, our increases in operating expenses were primarily the result of along with equity-based compensation that was issued for services and non-cash financing and incurring additional expenses related to our efforts to expand the Company’s growth to the additional states of Oklahoma and Texas, which included expenses such as travel, business development, and staff recruitment and development along with pre-opening expenses of Ford Amphitheater in 2024.. Our general and administrative expenses are also included in operating expenses and consist primarily of expenditures related to compensation, legal, auditing and tax, other professional services, and general operating expenses.
Current wording
*General and Administrative and Equity Compensation Expenses.*Our general and administrative expenses increased $2,565,494 during the three months ended March 31, 2025, along with equity compensation expenses increasing $1,775,066 as compared to the same period in the prior year. Our increases in these areas of expenses were primarily the result of equity-based compensation that was issued for non-cash financing related to our purchase of the land of the McKinney, Texas amphitheater land in first quarter of 2025. These also included expenses such as travel, business development, and staff recruitment and development along with compensation, legal, auditing and tax, other professional services, and general operating expenses.
Previous wording
For the three months ended September 30, 2024 and 2023, other expense totaled $0 and $0, respectively.
Current wording
For the three months ended March 31, 2025 and 2024, other expense totaled $890,386 and $2,849,234, respectively. The decrease in other expense occurred as the stock purchase compensation during the period March 31, 2024 did not reoccur for the same period in March 31, 2025.
Previous wording
We had net interest expense of approximately $1,162,663 and $92,252 for the three months ended September 30, 2024 and 2023, respectively. This increase in 2024 was primarily due to the addition of the mortgage on the BBST GA and BBP GA properties, along with the amortization of the debt discount fees on the convertible debt.
Current wording
We had net interest expense of approximately $1,050,372 and $404,965 for the three months ended March 31, 2025 and 2024, respectively. This increase in 2025 was primarily due to the addition of the promissory note on the Sunset Colorado property, along with the amortization of the debt discount fees on the convertible debt.
Previous wording
Roth Industries, LLC (“Roth Industries”), a related party, pays Venu licensing amounts pursuant to a license granted by Venu to Roth Industries to use the trademark, tradename, and likeness of the Bourbon Brothers brand, which Venu exclusively owns, on packaged and prepared food products sold in retail grocery stores and other retail outlets where food products are sold. The licensing fee paid by Roth Industries to Venu is in the form of a royalty equal to $10,000 per month, which did not change from 2023 to 2024. Accordingly, during each of the nine-month periods ended September 30, 2024 and 2023, Roth Industries paid Venu $90,000 in royalty payments.
Current wording
Roth Industries, LLC (“Roth Industries”), a related party, pays Venu licensing fees pursuant to a license granted by Venu to Roth Industries to use the trademark, tradename, and likeness of the Bourbon Brothers brand, which Venu exclusively owns, on packaged and prepared food products sold in retail grocery stores and other retail outlets where food products are sold. The licensing fee paid by Roth Industries to Venu is in the form of a royalty equal to $2,500 per week which did not change from 2024 to 2025. Accordingly, during each of the three-month periods ended March 31, 2025 and 2024, Roth Industries is to pay Venu $32,500 and $30,000 in royalty payments.
Previous wording
We have devoted substantially all of our efforts to developing our business plan of market expansion, growing our staff, raising capital, opening and operating our restaurants and event venues in Colorado and Georgia and planning venues in new markets, such as Oklahoma and Texas, growing into additional markets, while closing on our initial public offering that closed subsequent to period end on November 29, 2024. While our primary focus is building venues in these new markets which drives our balance sheet, our secondary focus is the development agreements in new markets. While we undergo the construction of these venues in 2025 in Colorado, Oklahoma and Texas, we do not anticipate operational profits until we open and operate this new collection of venues.
Current wording
We have devoted substantially all of our efforts to developing our business plan of market expansion, growing our staff, raising capital, opening and operating our restaurants and event venues in Colorado and Georgia and planning venues in new markets, such as Oklahoma and Texas, growing into additional markets, while closing on our initial public offering that closed on November 29, 2024. While our primary focus is building venues in these new markets which drives our balance sheet, our secondary focus is the development agreements in new markets. While we undergo the construction of these venues in 2025 in Colorado, Oklahoma and Texas, we do not anticipate operational profits until we open and operate this new collection of venues.
Previous wording
When comparing our year-after-year interim financials, we had an accumulated deficit of $41,073,711 and $17,021,453 as of September 30, 2024 and 2023, respectively, with cash flows provided by (used in) operations of $13,336,007 and $(6,518,214) as of the nine months ended September 30, 2024 and 2023, respectively. Additionally, we experienced an increase in net loss from $(2,807,913) to $(4,527,472) for the three-month period ended September 30, 2024, compared to the same period in 2023, and we experienced an increase in net loss from $(8,244,731) to $(25,612,656) for the nine-month period ended September 30, 2024, compared to the same period in 2023. The Company believes the majority of net loss in the 2024 period was largely due to our efforts to developing our business plan, growing our staff, raising capital, and opening and operating our restaurants and event venues in Colorado and Georgia, pre-opening expenses related to Ford Amphitheater, and planning venues in new markets, such as Oklahoma and Texas, along with equity based compensation that was issued for services and non-cash financing.
Current wording
When comparing our year-after-year interim financials, we had an accumulated deficit of $65,424,938 and $47,361,208 as of March 31, 2025 and 2024, respectively, with cash flows used in operations of $9,036,985 and $2,711,868 as of the three months ended March 31, 2025 and 2024, respectively. Additionally, we experienced an increase in net loss from $15,816,019 to $19,432,750 for the three-month period ended March 31, 2025 compared to the same period in 2024. The Company believes the majority of net loss in the 2025 period was largely due to our efforts to non-recurring expense due to continuing to develop our business plan, growing our staff, raising capital, planning venues in new markets, such as Oklahoma and Texas, along with equity-based compensation that was issued for non-cash financing.
Previous wording
In addition, the Company grew its property and equipment, net, to $125,756,511 as of September 30, 2024 compared to $57,737,763 as of December 31, 2023, which represents an increase of 118%, over the nine-month period.
Current wording
In addition, the Company grew its property and equipment, net, to $182,906,195 as of March 31, 2025 compared to $137,215,936 as of December 31, 2024, which represents an increase of 33%, over the three-month period.
Previous wording
On January 17, 2024, the Company entered into a convertible promissory note (the “Note”) with KWO, LLC (“KWO”), that accrues interest at 8.75% per annum, for draws of up to an aggregate of $10,000,000 to occur between March 2024 to May 2024 to be used towards Sunset Colorado construction. The outstanding balance of the Note as of September 30, 2024, was $10,000,000. Interest is to be paid monthly and the maturity date is one year from the date of the first draw. The first draw occurred on March 1, 2024, in the amount of $3,860,582.40, and the maturity date of the Note’s principal balance is March 1, 2025. The second and third draws occurred on April 10, 2024, in the amount of $3,738,030.37, and on May 10, 2024, in the amount of $2,401,387.23. At any time during the period commencing June 1, 2024, and continuing until the date on which the Note is paid in full, KWO may convert the outstanding Note into Company shares of equivalent value, and the Company shares are deemed to have a fixed value of $10 per share.
Current wording
On January 17, 2024, the Company entered into a convertible promissory note (the “Note”) with KWO, LLC (“KWO”), that accrues interest at 8.75% per annum, for draws of up to an aggregate of $10,000,000 to occur between March 2024 to May 2024 to be used towards Sunset Colorado construction. The outstanding balance of the Note as of March 31, 2025, was $10,000,000. Interest is paid monthly and the maturity date of the Note’s principal balance was extended until February 28, 2027. At any time during the period commencing June 1, 2024, and continuing until the date on which the Note is paid in full, KWO may convert the outstanding Note into Company shares of equivalent value, and the Company shares are deemed to have a fixed value of $10 per share.
Previous wording
Kevin O’Neil, a minority stockholder of Venu and owner of the holder of the Note, KWO, along with Mr. JW Roth, both personally guarantee the Note at a fee equal to 1% of the promissory note balance. The holder of the Note financed the asset purchase and paid the draw to the Ford Amphitheater general contractor directly thus became a personal guarantor to the Note. The Company recognized a debt discount for the personal guarantee fee of $100,000 with $25,000 and $58,333 expensed to interest expense in the three and nine months ended September 30, 2024, with the remaining debt discount to be expensed to interest expense over the life of the Note. As consideration of the personal guarantee fee, the Company granted a three-year warrant to purchase 500,000 shares of Venu common stock at $10 per share for both the holder and Mr. Roth, with the Company recognizing a debt discount of $3,000,140 with $750,034 and $1,750,082 expensed to interest expense in the three and nine months ended September 30, 2024, with the remaining to be expensed over the life of the Note. In accordance with ASC 815-10, Derivatives and Hedging, the warrants were recorded at relative fair value within stockholder’s equity in the Condensed Consolidated Balance Sheet. A loan origination fee of $100,000 is recognized as debt discount with $25,000 and $58,333 expensed to interest expense in the three and nine months ended September 30, 2024, with the remaining to be expensed over the life of the Note. The Company leased KWO a suite at the Ford Amphitheater with a fair market value of $200,000 without additional payment or consideration, and is subject to and consistent with the schedule, rights, terms and conditions applicable to other suites offered to the public. The Company treated this leased suite as a debt discount with $50,000 and $116,666 expensed to interest expense in the three and nine months ended September 30, 2024, with the remining to be expensed over the life of the Note. The convertible debt balance of $10,000,000, net by the cumulative debt discounts of $1,416,725, agrees to the net of $8,583,275 shown as convertible debt on the Condensed Consolidated Balance Sheet. In addition, KWO in a related agreement, purchased 500,000 shares of stock from Mr. Roth at a discount as part of this transaction. Per ASC paragraph 718-10-15-4, the economic interest holder makes a capital contribution to the reporting entity, and the reporting entity makes a share-based payment to its grantee in exchange for goods or services provided to the reporting entity. In the Company’s instance, Mr. Roth paid the holder on behalf of the Company. The Company recognized a $0 and $2,500,000 charge in other expense and additional paid in capital related to the exchange for the three and nine months ended September 30, 2024, as Mr. Roth completed this stock transaction on behalf of the Company for KWO completing the Note transaction.
Current wording
Kevin O’Neil, a minority stockholder of Venu and owner of the holder of the Note, KWO, along with Mr. JW Roth, both personally guarantee the Note at a fee equal to 1% of the promissory note balance. The holder of the Note financed the asset purchase and paid the draw to the Ford Amphitheater general contractor directly thus became a personal guarantor to the Note. The Company recognized a debt discount for the personal guarantee fee of $100,000 with the final $16,667 expensed to interest expense in the three months ended March 31, 2025. As consideration of the personal guarantee fee, the Company granted a three-year warrant to purchase 500,000 shares of Venu common stock at $10 per share for both the holder and Mr. Roth, with the Company recognizing a debt discount of $3,000,140 with the final $500,023 expensed to interest expense in the three months ended March 31, 2025. In accordance with ASC 815-10, Derivatives and Hedging, the warrants were recorded at relative fair value within stockholder’s equity in the Condensed Consolidated Balance Sheet. A loan origination fee of $100,000 is recognized as debt discount with the final $16,667 expensed to interest expense in the three months ended March 31, 2025. The Company leased KWO a suite at the Ford Amphitheater with a fair market value of $200,000 without additional payment or consideration, and is subject to and consistent with the schedule, rights, terms and conditions applicable to other suites offered to the public. The Company treated this leased suite as a debt discount with the final $33,333 expensed to interest expense in the three months ended March 31, 2025. In addition, KWO in a related agreement, purchased 500,000 shares of stock from Mr. Roth at a discount as part of this transaction. Per ASC paragraph 718-10-15-4, the economic interest holder makes a capital contribution to the reporting entity, and the reporting entity makes a share-based payment to its grantee in exchange for goods or services provided to the reporting entity. In the Company’s instance, Mr. Roth paid the holder on behalf of the Company. The Company recognized a $0 and $2,500,000 charge in other expense and additional paid in capital related to the exchange for the three months ended March 31, 2025 and 2024, as Mr. Roth completed this stock transaction on behalf of the Company for KWO completing the Note transaction.
Previous wording
We believe that (i) cash on hand, (ii) improved profitability through the next twelve months from operating venues and restaurants in Colorado Springs, Colorado and Gainesville, Georgia, (iii) opening Ford Amphitheater in Colorado Springs, Colorado in the third quarter of 2024 and the net revenues expected to be generated by that project, (iv) the net cash received from our initial public offering that closed on November 29, 2024 offering, and (v) additional capital raising efforts either at the parent corporation level or through sales of interests in our subsidiaries that own real estate assets related to our amphitheater projects (i.e., our firepit suite related sales and capital raising efforts), and debt financing , will allow us to continue our business operations. Our ability to continue implementing our business plan to add new locations to our portfolio for the purpose of developing entertainment campuses depends on our future engagement in strategic locations, real-estate transactions, capital raising, and debt financing.
Current wording
We believe that (i) cash on hand, (ii) improved profitability through the next twelve months from operating venues and restaurants in Colorado Springs, Colorado and Gainesville, Georgia, (iii) the Ford Amphitheater in Colorado Springs, Colorado net operating profit expected to be generated by that project for the full year in 2025, (iv), and additional capital raising efforts either at the parent corporation level or through sales of interests in our subsidiaries that own real estate assets related to our amphitheater projects (i.e., our firepit suite related sales and capital raising efforts), and debt financing , will allow us to continue our business operations. Our ability to continue implementing our business plan to add new locations to our portfolio for the purpose of developing entertainment campuses depends on our future engagement in strategic locations, real-estate transactions, capital raising, and debt financing.
Previous wording
The following information reflects cash flows for continuing operations for the nine-month periods presented:
Current wording
The following information reflects cash flows for continuing operations for the three-month periods presented:
Previous wording
Net cash provided by (used in) operating activities was $13,336,007 and $(6,518,214) during the nine months ended September 30, 2024 and 2023, respectively. The increase of $19,854,221 in cash used during the first three quarters of 2024 compared to the first three quarters of 2023 was primarily attributable to the increases in accounts payables, accrued expenses, deferred revenue and licensing liabilities.
Current wording
Net cash used in operating activities was $9,036,985 and $2,711,868 during the three months ended March 31, 2025 and 2024, respectively. The increase of $6,325,117 in cash used during the first quarter of 2025 compared to the first three quarters of 2024 was primarily attributable to the increases in net loss, and accrued expenses, offset by the increase in licensing liabilities for the sale of the Aikman Club memberships.
Previous wording
Net cash used in investing activities was $(61,541,682) and $(19,190,024) during the nine months ended September 30, 2024 and 2023, respectively. The increase of $(42,351,658) in cash used during the first nine months of 2024 compared to the first nine months of 2023 was primarily attributable to the increase in the purchase of property and equipment over the nine-month period.
Current wording
Net cash used in investing activities was $24,048,942 and $8,946,836 during the three months ended March 31, 2025 and 2024, respectively. The increase of $15,102,106 in cash used during the first three months of 2025 compared to the first three months of 2024 was primarily attributable to the increase in the purchase of property and equipment and the investment in EIGHT Brewing over the three-month period.
Previous wording
Net cash provided by financing activities was $63,801,428 and $24,851,531 during the nine months ended September 30, 2024 and 2023, respectively. The increase of $38,949,897 in cash provided during the first nine months of 2024 compared to the first nine months of 2023 was primarily attributable to issuance of shares of Common Stock and the increased in proceeds from the sale of non-controlling interest equity, along with the proceeds from a municipality promissory note issued by the City of El Paso, Texas.
Current wording
Net cash provided by financing activities was $19,779,579 and $30,264,576 during the three months ended March 31, 2025 and 2024, respectively. The increase of $10,484,997 in cash provided during the first three months of 2025 compared to the first three months of 2024 was primarily attributable to increases in proceeds from the sale of non-controlling interest equity and receipts of the convertible promissory notes.
Previous wording
We have non-controlling interest investments in related parties. We account for certain of our investments in related parties using a practical expedient to measure those investments that do not have a readily determinable fair value in accordance with ASC 321,Investments — Equity Securities; ASC 325,Investments — Other; ASC 810,Consolidation; and ASC 820,Fair Value Measurement. Our investments in related parties are initially recognized at cost, and any income or loss resulting from such investments are recognized on our consolidated statements of operations, net of operating expenses. The carrying value of our related-party investments are assessed for indicators or impairment at each balance-sheet date, such that each investment is derecognized upon the sale or impairment of our interest in the investment. See “Non-controlling Interest and Variable Interest Entities” for further discussions of the entities that are majority-owned subsidiaries and variable interest entities. Investments for which the Company exercises significant influence but does not have control are accounted for under the equity method.
Current wording
We have non-controlling interest investments in related parties. We account for certain of our investments in related parties using a practical expedient to measure those investments that do not have a readily determinable fair value in accordance with ASC 321,Investments — Equity Securities; ASC 325,Investments — Other; ASC 810,Consolidation; and ASC 820,Fair Value Measurement. Our investments in related parties are initially recognized at cost, and any income or loss resulting from such investments are recognized on our consolidated statements of operations, net of operating expenses. The carrying value of our related-party investments are assessed for indicators or impairment at each balance-sheet date, such that each investment is derecognized upon the sale or impairment of our interest in the investment. See “Non-controlling Interest and Variable Interest Entities” for further discussions of the entities that are majority-owned subsidiaries and variable interest entities.
Previous wording
We own 550,000 preferred units, or 2%, of Roth Industries, of which JW Roth, the founder, manager, and chairman, is Venu’s chairman and chief executive officer. Our officers and directors are also minority equity owners of Roth Industries. We currently account for our investment in Roth Industries using ASC 325,Investments — Other.
Current wording
We own 526,166 preferred units for approximately $550,000, or 2%, of Roth Industries, of which JW Roth, the founder, manager, and chairman, is Venu’s chairman and chief executive officer. Our officers and directors are also minority equity owners of Roth Industries. We currently account for our investment in Roth Industries using ASC 325,Investments — Other.
Previous wording
As of September 30, 2024, there was $3,943,633 of unrecognized compensation cost related to non-vested warrants. The equity-based compensation cost, related to warrants included as a charge to operating expenses in the condensed consolidated statements of operations, was $671,819, $10,927,326, $89,374 and $273,380 for the three and nine months ended September 30, 2024 and September 30, 2023, respectively. The cost is expected to be recognized over a weighted-average period of 3.03 years.
Current wording
As of March 31, 2025, there was a total of 6,464,975 warrants exercisable with an aggregate intrinsic value of $12,592,186. For the total warrants outstanding of 8,745,573 as of March 31, 2025, the aggregate intrinsic value was $17,484,244. As of March 31, 2025, there was $6,365,435 of unrecognized compensation cost related to non-vested warrants. The equity-based compensation cost, related to warrants included as a charge to operating expenses in the condensed consolidated statements of operations, was $11,340,620 and $9,565,554 for the periods ended March 31, 2025 and 2024, respectively. The cost is expected to be recognized over a weighted-average period of 4.89 years.
Previous wording
On September 6, 2024, Venu amended and restated is Articles of Incorporation to change its legal name to “Venu Holding Corporation” and cause all outstanding shares of its previously outstanding Class C Common Stock and Class D Common Stock to be converted on a one-for-one basis to shares of “Common Stock.” As of the filing of the Amended and Restated Articles of Incorporation, the Company’s authorized capital does not include Class A Voting Common Stock. As of September 30, 2024, the Company has 383,656 shares of Class B Non-Voting Common Stock and 35,914,923 shares of Common Stock issued and outstanding.
Current wording
On September 6, 2024, Venu amended and restated is Articles of Incorporation to change its legal name to “Venu Holding Corporation” and cause all outstanding shares of its previously outstanding Class C Common Stock and Class D Common Stock to be converted on a one-for-one basis to shares of “Common Stock.” As of the filing of the Amended and Restated Articles of Incorporation, the Company’s authorized capital does not include Class A Voting Common Stock. As of March 31, 2025, the Company has 379,990 shares of Class B Non-Voting Common Stock and 37,503,341 shares of Common Stock issued and outstanding.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
To facilitate review of our discussion and analysis, the following table sets forth our financial results for the periods indicated. All information is derived from the unaudited condensed consolidated statements of operations for the nine months ended September 30, 2024 and September 30, 2023, respectively.
Previous report — wording carried elsewhere
We had net interest expense of approximately $2,717,849 and $222,812 for the nine months ended September 30, 2024 and 2023, respectively, which is primarily due to the addition of the mortgage on the BBSTGA and BBP properties, along with the amortization of the debt discount fees on the convertible debt.