Venue Operations and Development - Venu operates upscale music venues and restaurants, with indoor venues accommodating approximately 1,400 guests and outdoor amphitheaters accommodating 8,000 or more guests[16]. - Venu plans to open new venues in Oklahoma and Texas, with the Sunset at Broken Arrow expected to open in late 2025 or early 2026, and other locations in 2026[16]. - Venu's first outdoor amphitheater, the Ford Amphitheater, opened in August 2024 in Colorado Springs, Colorado[22]. - The company plans to develop additional amphitheaters in Broken Arrow, Oklahoma, and the McKinney and El Paso markets of Texas, with city government approvals already secured[52]. - Venu is constructing The Sunset El Paso amphitheater, which will accommodate 12,500 people on approximately 17 acres of land[86]. - Venu is developing The Sunset McKinney amphitheater, expected to attract crowds from the Dallas and Fort Worth areas, enhancing local entertainment value[81]. - The Sunset McKinney will have a seating capacity of 20,000, making it Venu's largest venue to date, and is expected to host 50 to 70 shows annually[80]. - Venu's BBP venues have hosted a total of 219 events in 2024, exceeding the goal of 100 events per year since 2021[46]. - BBP GA, opened in June 2023, has hosted 268 events in 2024, targeting the approximately 1.2 million residents of the Northeast Georgia region[51]. Financial Incentives and Partnerships - Venu has negotiated over $2.0 million in tax incentives through property-tax rebates and sales-tax abatements for its developments in Gainesville, Georgia, and El Paso, Texas[31]. - Venu focuses on high-growth areas that are underserved in premium music and entertainment options, partnering with municipalities for financial incentives[30]. - Venu's partnership with the City of McKinney includes financial investments to support the development of The Sunset McKinney[79]. - The City of McKinney's partnership with Venu represents a potential investment exceeding $220 million, aimed at driving local economic growth and commercial development[82]. - El Paso is providing Venu with an incentives package valued at approximately $30.9 million, including an $8 million forgivable loan and tax rebates over a 20-year period[87]. - Venu has entered into a public-private partnership with the City of El Paso, Texas, which includes a financial incentives package totaling approximately $30.9 million[150]. Revenue Streams and Financial Strategy - Venu's revenue streams include ticket sales, venue rentals, naming rights, sponsorships, food and beverage sales, and parking fees, with a focus on maximizing operational flexibility[41]. - Venu's financing strategy includes pre-sales of naming rights and sponsorships, which help fund development-related costs[33]. - Venu's financing strategy includes accessing attractive debt capital and revenue growth from its subsidiaries, enhancing its overall financial position[37]. - Venu estimates the naming rights for The Sunset Amphitheater venues will be valued between $1.0 million to $2.0 million per year, per venue, with contracts lasting five to ten years[56]. - Venu's naming rights sponsors include Phil Long Dealerships, Inc. for BBP CO, and Boot Barn for BBP GA, which helps offset development and operational costs[41]. Operational Challenges and Risks - Venu incurred net losses of $32.9 million and $11.4 million for the years ended December 31, 2024 and 2023, respectively, and expects to incur an operating loss in 2025[173]. - As of December 31, 2024, Venu had an accumulated deficit of $47,361,208, raising substantial doubt about its ability to continue as a going concern[173]. - Venu's ability to raise additional capital may be limited, potentially affecting its growth and operations[171]. - The company faces risks related to construction delays and cost overruns, which could impact the opening of new venues and overall financial performance[201]. - The rejection of land acquisition or construction plans by local city councils could result in significant project delays and increased costs, impacting financial performance[204][205]. - Venu's ongoing and planned projects may require additional capital due to unfinalized development costs, potentially leading to higher operating costs and less favorable results[202]. Management and Staffing - As of March 15, 2025, Venu has 50 full-time employees and 178 part-time employees, with plans to increase hiring as it expands[158][159]. - Venu's management team has prior success in hospitality and entertainment, contributing to its growth capabilities[17]. - Venu's management plans to enhance its accounting systems and financial reporting processes, having increased its accounting staff by over 57% during the year ended December 31, 2024[181]. Competitive Strategy and Market Position - Venu's competitive strategy includes entering markets with limited live-entertainment offerings and leveraging local partnerships for development[153][154]. - Venu anticipates challenges in brand recognition and competition against larger companies in the live-entertainment industry[155]. - Venu's public-private partnerships impose conditions that could lead to monetary penalties, such as a $10,000 monthly fee if the Sunset BA amphitheater is not completed by December 31, 2025[186]. - Venu faces competition in the market, which may hinder its ability to maintain or expand its collection of live music venues and offerings[210]. Ownership and Financial Structure - Venu holds 100% ownership in Bourbon Brothers Holdings LLC, Notes Live Real Estate, LLC, and several other subsidiaries, while maintaining 100% voting control in subsidiaries with third-party investors holding non-voting interests[106][107]. - Venu holds approximately 10% membership interest in The Sunset Amphitheater LLC, with third-party investors owning a greater than 50% interest, affecting control and revenue distribution[184]. - Venu's subsidiaries are structured to ensure that distributions of available cash from operations primarily benefit Venu as the Class A member[108]. Future Growth and Expansion Plans - Venu aims to establish up to ten entertainment campuses and three or more open-air amphitheaters by 2028, expanding its market presence significantly[111]. - The company has committed to a minimum capital investment of $70 million in Broken Arrow, Oklahoma, with a purchase price of $577,314.62[126]. - In McKinney, Texas, Venu's investment commitment is $200 million, with a purchase price of $35 million, which will be reimbursed upon obtaining a Certificate of Occupancy[126]. - Venu's business plan involves substantial upfront capital expenditures for opening new venues, which may not perform as projected[172].

Financial Performance - Year-over-year revenue for the nine months ended September 30, 2024, was $13.6 million, reflecting a 56% increase compared to $8.7 million for the same period in 2023[6] - Total revenues for Q3 2024 reached $5,451,975, a 39.4% increase from $3,911,379 in Q3 2023[20] - Event center ticket and fees revenue increased significantly to $2,002,572, up 108.5% from $961,222 in the same quarter last year[20] - VENU's net profit from amphitheater operations was $1,606,573, representing 30% of total revenue for the three months ended September 30, 2024[6] - For the nine months ended September 30, 2024, the net loss increased to $25.61 million compared to a net loss of $8.24 million in the same period of 2023, representing a significant increase of 211%[23] - Net loss for Q3 2024 was $4,527,472, compared to a net loss of $2,807,913 in Q3 2023, reflecting a 61.2% increase in losses[20] - The company reported a basic and diluted net loss per share of Class A common stock at $(0.13) for Q3 2024[21] Assets and Liabilities - Total assets increased to $166.6 million as of September 30, 2024, a 100% increase from $83.2 million as of December 31, 2023[6] - Total assets as of September 30, 2024, were $166,597,802, compared to $83,223,707 at the end of 2023, indicating a 100.5% growth[18] - Total liabilities increased to $52,560,403 from $21,244,022, representing a 147.5% rise[18] - Total stockholders' equity rose to $114,037,399 from $61,979,685, reflecting a 83.5% increase[18] Cash Flow and Investments - Cash reserves improved to $35,796,857, up from $20,201,104 at the end of 2023, marking a 77.1% increase[18] - Net cash provided by operating activities was $13.34 million, a turnaround from a net cash used of $6.52 million in the prior year[23] - Cash flows from investing activities showed a net cash outflow of $61.54 million, compared to $19.19 million in the previous year, indicating increased investment activity[23] - The ending cash balance increased to $35.80 million from $22.61 million year-over-year, marking a growth of 58%[23] Operational Highlights - The Ford Amphitheater generated gross receipts of $12,739,599 from 17 shows, selling over 83,000 tickets at an average price of $152 per ticket[6] - The Ford Amphitheater welcomed over 96,000 music fans from over 5,500 different zip codes during its limited first season[3] - The restaurant operations contributed $2,740,411, or 50%, of total revenue for the three months ended September 30, 2024[6] - VENU's anticipated markets are projected to add over $2 billion in real assets to the balance sheet and increase seat inventory to approximately 150,000 seats[5] - The company is set to unveil a $35 million dining and entertainment collection in 2025, designed for year-round service[4] - VENU's annual gross receipts could exceed $1.5 billion with an expected average gross sales price of $150 per seat across its venues[5] Debt and Equity Management - Principal payments on long-term debt increased to $232,327 from $144,431, reflecting a focus on debt management[23] - The company raised $29.90 million from the sale of non-controlling interest equity, up from $10.95 million in the prior year, reflecting strong financing efforts[23] - The company issued equity for services amounting to $7.00 million, significantly higher than $1.74 million in the previous year, indicating increased reliance on equity compensation[23] - The acquisition of Treasury Stock amounted to $1.50 million, a notable increase from $76 in the previous year, suggesting a strategic move to manage equity[23] - The company reported a significant increase in accrued expenses to $12.44 million from $54,576, indicating potential growth in operational costs[23] - The company reported a non-cash operating expense of $3.00 million related to debt discounts from warrants, indicating ongoing financing activities[23]

Financial Performance - Total revenues for Q3 2024 reached $5,451,975, a 39.4% increase from $3,911,379 in Q3 2023[20] - Net loss attributable to common stockholders for Q3 2024 was $3,932,221, compared to a loss of $2,774,206 in Q3 2023, reflecting a 41.7% increase in losses[20] - The company reported a loss from operations of $3,676,261 for Q3 2024, compared to a loss of $2,754,271 in Q3 2023[20] - The company experienced a net loss of $4,527,472 for the quarter ending September 30, 2024, with total stockholders' equity at $114,037,399[23] - For the nine months ended September 30, 2024, the net loss increased to $25.61 million compared to a net loss of $8.24 million in the same period of 2023, representing a 211% increase in losses[27] - The company reported a net loss of $(4,527,472) for the three months ended September 30, 2024, an increase of approximately 61% compared to $(2,807,913) in the prior-year period[163] - Net loss attributable to common stockholders for the nine months ended September 30, 2024, was $24,052,258, reflecting a 212% increase compared to the same period in 2023[167] Assets and Liabilities - Total assets as of September 30, 2024, were $166,597,802, up 100.5% from $83,223,707 at December 31, 2023[17] - Current assets increased to $38,565,664, a 87.0% rise from $20,596,065 at the end of 2023[17] - Total liabilities rose to $52,560,403, an increase of 147.8% from $21,244,022 at December 31, 2023[17] - Long-term debt, net of current portion, increased to $14,001,634, compared to $11,182,073 at December 31, 2023[17] - As of September 30, 2024, the company reported an accumulated deficit of $41,073,711, compared to $17,021,453 as of December 31, 2023, indicating a significant increase in losses[64] - The total long-term debt as of September 30, 2024, is $22,793,417, with current maturities of $8,791,785[124] Cash Flow - Net cash provided by operating activities was $13.34 million, a significant improvement from a net cash used of $6.52 million in the prior year[27] - The ending cash balance as of September 30, 2024, was $35.80 million, up from $22.61 million at the end of the same period in 2023, reflecting a 58% increase[27] - Net cash provided by operating activities improved to $13,336,007 for the nine months ended September 30, 2024, compared to a cash outflow of $(6,518,214) in the same period of 2023, reflecting a positive change of $19,854,221[200] - Net cash used in investing activities rose to $(61,541,682) for the nine months ended September 30, 2024, compared to $(19,190,024) in 2023, primarily due to increased property and equipment purchases[201] - Net cash provided by financing activities increased to $63,801,428 for the nine months ended September 30, 2024, compared to $24,851,531 in 2023, driven by share issuance and proceeds from a municipality promissory note[202] Share Issuance and Equity - The company issued 2,008,750 shares, raising $20,087,500 through share issuance[23] - The company issued 209,985 shares during the quarter, raising approximately $757,555[24] - The total number of shares outstanding increased by 526,250 shares due to the issuance for fixed asset acquisition[23] - The Company authorized a Class D common stock of up to 60,000,000 shares on March 5, 2024[129] - The Company issued 614,341 Class C shares and 3,149,341 Class C shares during the three and nine months ended September 30, 2024, respectively[128] - The company raised gross proceeds of $31,693,410 from the sale of 3,169,341 shares of Common Stock during a private placement offering[194] Operational Highlights - The company plans to open Roth's Seafood and Chophouse in May 2025, adjacent to the Ford Amphitheater, which opened in August 2024[48][49] - The Ford Amphitheater in Colorado Springs opened in August 2024, contributing to the company's revenue generation strategy[79] - Event Operations generated $1,104,991, or 21% of total revenue for the three months ended September 30, 2024, and $3,755,113, or 28% for the nine months ended September 30, 2024[155] - Restaurant Operations contributed $2,740,411, or 50% of total revenue for the three months ended September 30, 2024, and $8,144,605, or 60% for the nine months ended September 30, 2024[157] - Amphitheater Operations generated net revenues of $1,606,573, or 30% of total revenue for the three months ended September 30, 2024[158] Expenses and Costs - Operating costs for Q3 2024 totaled $9,128,236, up 37.0% from $6,665,650 in Q3 2023[20] - Total operating costs for the three months ended September 30, 2024, were $9,128,236, an increase of approximately 37% compared to $6,665,650 in the prior-year period[165] - Labor costs increased by $786,490, or 31%, for the nine months ended September 30, 2024, primarily driven by inflation and higher wages[173] - Depreciation and amortization costs increased by $1,040,003, an 81% rise for the nine months ended September 30, 2024, due to the operational status of new venues[176] - Interest expense for the nine months ended September 30, 2024, was $2,717,849, a significant increase of 1120% compared to $222,812 in the same period of 2023[180] Strategic Initiatives - The company plans to continue raising cash through private sales of membership interests and collaborative arrangements to fund venue construction[162] - The company is engaged in strategic transactions for future expansion, which is critical for its growth plan[65] - The company anticipates operational profits will not materialize until the new venues in Colorado, Oklahoma, and Texas are opened and operational[191] - The company is actively monitoring inflation and interest rates, seeking cost-saving measures to mitigate their impact on operations[190]