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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): December 23, 2024
VENU
HOLDING CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
| Colorado |
|
001-42422 |
|
82-0890721 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1755
Telstar Drive, Suite 501
Colorado
Springs, Colorado |
|
80920 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (415) 788-5300
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol |
|
Name
of Each Exchange on Which Registered |
| Common
Stock, par value $.001 per share |
|
VENU |
|
NYSE
AMERICAN |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
2.02 Results of Operations and Financial Condition.
On
December 23, 2024, Venu Holding Corporation (the “Company”) issued a press release summarizing its third quarter and nine-month
results for the period ended September 30, 2024, and announcing the quarter-end conference call and webcast to discuss those results.
A copy of that press release is furnished with this report as Exhibit 99.1. Any materials accompanying the earnings call and webcast,
together with an audio replay, have been posted on the Company’s website. The information furnished under this Item 2.02, including
the referenced exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor
shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by
reference to such filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
VENU HOLDING CORPORATION |
| |
(Registrant) |
| |
|
|
| Dated: December 30, 2024 |
By: |
/s/ J.W. Roth |
| |
|
J.W. Roth |
| |
|
Chief Executive Officer and Chairman |
Exhibit
99.1
Venu
Holding Corporation Reports Its
Third
Quarter Results Ending September 30, 2024
Total
Assets Increase $83,000,000 and Year-over-Year Revenue Increases by 56%
Colorado
Springs, Colorado, December 23, 2024—(BUSINESS WIRE)—Venu Holding Corporation (“VENU” or “The Company”)
(NYSE American: VENU), a leading premium hospitality and live entertainment company built by music fans for music fans, announced today
its third quarter 2024 results for the period ended September 30, 2024, the first earnings report since its successful initial public
offering (“IPO”) which closed on November 29, 2024.
In
the third quarter of 2024, VENU brought luxury entertainment to life. VENU executed its business plan with the historic launch of its
fan founded and fan owned mission with the opening of its first live, ultra-lux entertainment complex in Colorado Springs, Colorado,
Ford Amphitheater. Colorado Ford Dealerships purchased the naming rights for ten years for $13 million, one of the largest amphitheater
sponsorships in history. This $70-million-dollar state-of-the-art facility hosted its Grand Opening weekend in August 2024 with an energetic,
sold-out crowd featuring GRAMMY award winner, Ryan Tedder and his globally recognized band, OneRepublic. Designed to host over 8,000
music fans per show, Ford Amphitheater features 92 custom build luxury fire-pits suites, a unique feature to all VENU owned and planned
amphitheaters.
Nominated
by Pollstar Magazine for 2024 Best New Concert Venue of the Year, Ford Amphitheater welcomed over 96,000 music fans from over 5,500 different
zip codes from all 50 states in its limited first season. While only hosting 17 shows in August and September (compared to a typical
touring season of up to 60 shows running April to November), the Ford Amphitheater featured internationally renowned performers such
as Dierks Bentley, Robert Plant, Lauren Daigle and more. Now entering its first full season in 2025, the Ford Amphitheater is off to
a rocking start. With an initial set of shows announced and on sale for the 2025 season, and many more in the pipeline, the Ford Amphitheater
is actively booking an exciting lineup through its partnership with AEG Presents Rocky Mountains.
VENU
is also on schedule to unveil its highly anticipated $35 million dining and entertainment collection in 2025, strategically developed
to sit along the east perimeter of Ford Amphitheater. Designed for year-round service, the innovative development will cater to guests
during shows and beyond, featuring upscale restaurants and bars, Owners Clubs, and vibrant social and private event spaces.
“With
two completed and operating campuses in Colorado Springs, Colorado and Gainesville, Georgia; four in the construction phase, and five
others in the design and development phase, we have set the stage for continued growth.” said J.W. Roth the Company’s
Founder, Chairman and Chief Executive Officer. “Together, once operational, these anticipated markets are projected to add over
$2 billion in real assets to our balance sheet and will bring our seat inventory to an anticipated 150,000 seats.”
J.W.
Roth continued “When fully developed, our initial 11 live entertainment complexes will be able to hold up to 60 shows per year,
which calculates gross sellable seating at approximately 10 million seats per year. With an expected average gross sales price of $150
per seat, VENU’s annual gross receipts could be in excess of $1.5 billion.”
Performance
Highlights:
| ● | Total
assets rose to $166.6 million as of September 30, 2024, an increase of 100% compared to $83.2
million as of December 31, 2023. |
| ● | Property
and equipment totaled $125.8 million as of September 30, 2024, an increase of 118% compared
to $57.7 million as of December 31, 2023. |
| ● | Over
the limited 2024 season of 17 shows at the Ford Amphitheater for the three months ended September
30, 2024, this location generated gross receipts of $12,739,599 which is inclusive of ticket
sales, concessions, ticketing fees, parking, premium upgrades, as well as other receipts. |
| ● | The
Ford Amphitheater sold over 83,000 tickets at an average of $152 per ticket in its first
17 shows. |
| ● | Total
revenues were $13.6 million for the nine months ended September 30, 2024, an increase of
56% compared to $8.7 million for the nine months ended September 30, 2023. For the three
months ended September 2024, total revenues were $5.5 million or an increase of 39% as compared
to $3.9 million for the three months ended September 30, 2023. |
| ● | 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. |
| ● | Our
event operations (defined as small to mid-side live entertainment venues) generated $3,755,113,
or 28%, of our total revenue during the nine months ended September 30, 2024. $1,104,991,
or 21%, of our total revenue during the three months ended September 30, 2024. |
| ● | Through
a subsidiary, we 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. 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; (v) premium upgrades; (vi) merchandise sales; (vii) other ancillaries;
and (viii) 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, pre-opening expenses and other operating
costs within our net amphitheater revenue recognition from AEG. |
| ● | Our
amphitheater operations generated net profit to Venu (defined as profit after VENU’s
split with AEG), with receipts from our naming rights agreements (which are outside of VENU’s
AEG partnership agreement), combined for $1,606,573 or 30% of our total revenue for the three
ending September 30, 2024, or 12% of our total revenue. We did not recognize any amphitheater
net profits prior to the opening of the Ford Amphitheater in August 2024. |
Key
Updates: Q3 2024, Year-to-Date Highlights, and Notable Business Developments
| ○ | Highlights:
Formed through a public-private partnership, VENU and the City of McKinney, Texas, together
with the McKinney Economic Development Corporation and the McKinney Community Development
Corporation, entered a Chapter 380, Grant, and Development Agreement, pursuant to which VENU
will develop The Sunset McKinney. |
| ○ | Highlights:
VENU and the City of El Paso, Texas formed a public-private partnership by entering into
a Purchase and Sale Agreement in June 2024 and a Chapter 380 Economic Development Program
Agreement in July 2024. Pursuant to the agreements, VENU is acquiring approximately 17 acres
of land from the City of El Paso where it will construct and manage The Sunset El Paso, a
12,500-person amphitheater. |
| ○ | Notable
Announcements: |
| ■ | June
4, 2024- Colorado Ford Dealers Secure Naming Rights to New Outdoor Amphitheater in Colorado
Springs, Colorado |
| ○ | Highlights:
VENU opened its first outdoor amphitheater, Ford Amphitheater, in Colorado Springs, Colorado,
and began hosting live concerts and events opening its gates to nearly 96,000 music fans
from over 5,500 different zip codes from all 50 states. |
| ○ | Notable
Announcements: |
| ■ | August
13, 2024- In Partnership with AEG Presents, VENU Celebrates Grand Opening of Ford Amphitheater
in Colorado Springs with Sold Out Performances and Special Honors |
| ○ | Highlights:
Groundbreaking of amphitheater development in Broken Arrow, Oklahoma. |
| ○ | Notable
Announcements: |
| ■ | October
1, 2024- Ford Amphitheater selects Kaiser Permanente for exclusive sponsorship |
| ○ | Highlights:
VENU closed on the initial public offering of its Common Stock generating net proceeds to
the Company of approximately $12.3 million, and, in connection therewith the Company’s
Common Stock was listed on the New York American Stock Exchange. |
| ○ | Notable
Announcements: |
| ■ | November
20, 2024- Venu Holding Corporation and Phil Long Dealerships Partner to Unveil Phil Long
Music Hall at Bourbon Brothers |
| ■ | November
21, 2024- Venu Holding Corporation’s Crown Jewel, Ford Amphitheater, Nominated for
Pollstar Magazine’s Coveted 2024 New Concert Venue of The Year Award. |
| ○ | Highlights:
VENU announces partnership with NFL Hall of Famer, and Owner of EIGHT Elite Light Lager,
Troy Aikman, welcomes in a new President, and a new Chief Marketing Officer along with launching
a brand-new non-profit organization VENU Arts and Culture Foundation |
| ○ | Notable
Announcements |
| ■ | December
2, 2024- Venu Holding Corporation Announces Partnership with former Dallas Cowboy, Three-
Time Super- Bowl Champion, and Founder of EIGHT Elite Light Lager, Troy Aikman |
| ■ | December
3, 2024- Venu Holding Corporation Welcomes Industry Leader Will Hodgson as new President |
| ■ | December
4, 2024- Venu Holding Corporation Welcomes Terri Liebler as Chief Marketing Officer |
| ■ | December
16, 2024- Venu Holding Corporation Set to Open Four New Live Entertainment Facilities |
| ■ | December
17, 2024- Venu Holding Corporation Launches New ‘Venu Arts and Culture Foundation’
to Champion Local Talent and Cultural Vibrancy |
Source: Venu Holding Corporation
CONFERENCE
CALL DETAILS
| Monday,
December 23, 2024, 4:30 p.m. Eastern Time |
| |
| USA/Canada
Toll-Free Dial-In Number: |
(800)
715-9871 |
| |
|
| International
Toll Dial-In Number: |
+1
(646) 307-1963 |
| |
|
| Conference
ID: 9521412 |
| |
| Webcast
Link: https://events.q4inc.com/attendee/565245234 |
| |
| Webcast
Replay - available through December 23, 2025, at https://investors.venu.live |
About
Venu Holding Corporation
Venu
Holding Corporation (“VENU”) (NYSE American: VENU), founded by Colorado Springs entrepreneur J.W. Roth, is a premier hospitality
and live music venue developer dedicated to crafting luxury, experience-driven entertainment destinations. VENU’s campuses in Colorado
Springs, Colorado, and Gainesville, Georgia, each feature Bourbon Brothers Smokehouse and Tavern, The Hall at Bourbon Brothers, and unique
to Colorado Springs, Notes Eatery and the 8,000-seat Ford Amphitheater. Expanding with new Sunset Amphitheaters in Oklahoma and Texas,
VENU’s upcoming large-scale venues will host between 12,500 and 20,000 guests, continuing VENU’s vision of redefining the
live entertainment experience.
VENU
has been recognized nationally by The Wall Street Journal, The New York Times, Denver Post, Billboard, VenuesNow,
and Variety for its innovative and disruptive approach to live entertainment. Through strategic partnerships with industry leaders
such as AEG Presents and NFL Hall of Famer and Founder of EIGHT Elite Light Lager, Troy Aikman, VENU continues to shape the future of
the entertainment landscape. For more information, visit venu.live
Forward-Looking
Statements
Certain
statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws.
Words such as “may,” “might,” “will,” “should,” “believe,” “expect,”
“anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,”
“plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are
forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be
placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking
statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation
those set forth in the Company’s filings with the SEC, not limited to Risk Factors relating to its business contained therein.
Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether
as a result of new information, future events or otherwise, except as required by law.
Contacts
For
media requests, connect with Chloe Hoeft at choeft@venu.live or 719-895-5470
VENU
HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
(in
US Dollars)
| | |
As of | |
| | |
September 30, | | |
December 31, | |
| | |
2024 | | |
2023 | |
| | |
Unaudited | | |
| |
| ASSETS | |
| | | |
| | |
| Current assets | |
| | | |
| | |
| Cash | |
$ | 35,796,857 | | |
$ | 20,201,104 | |
| Inventories | |
| 226,871 | | |
| 185,746 | |
| Prepaid expenses and other current assets | |
| 1,171,226 | | |
| 209,215 | |
| Receivables from AEG partnership | |
| 1,370,710 | | |
| - | |
| Total current assets | |
| 38,565,664 | | |
| 20,596,065 | |
| Other assets | |
| | | |
| | |
| Property and equipment, net | |
| 125,756,511 | | |
| 57,737,763 | |
| Intangible assets, net | |
| 227,956 | | |
| 277,995 | |
| Operating lease right-of-use assets, net | |
| 1,446,793 | | |
| 3,685,980 | |
| Investments in related parties | |
| 550,000 | | |
| 550,000 | |
| Security and other deposits | |
| 50,878 | | |
| 375,904 | |
| Total other assets | |
| 128,032,138 | | |
| 62,627,642 | |
| Total assets | |
$ | 166,597,802 | | |
$ | 83,223,707 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| Accounts payable | |
| 5,822,922 | | |
| 2,565,460 | |
| Accrued expenses | |
| 13,137,911 | | |
| 698,369 | |
| Accrued payroll and payroll taxes | |
| 316,927 | | |
| 331,457 | |
| Deferred revenue | |
| 2,209,107 | | |
| 764,081 | |
| Convertible debt | |
| 8,583,275 | | |
| - | |
| Current portion of operating lease liabilities | |
| 371,111 | | |
| 230,952 | |
| Current portion of long-term debt | |
| 208,510 | | |
| 325,245 | |
| Total current liabilities | |
| 30,649,763 | | |
| 4,915,564 | |
| | |
| | | |
| | |
| Long-term portion of operating lease liabilities | |
| 1,109,006 | | |
| 3,646,385 | |
| Long-term licensing liability | |
| 6,800,000 | | |
| 1,500,000 | |
| Long-term debt, net of current portion | |
| 14,001,634 | | |
| 11,182,073 | |
| Total liabilities | |
$ | 52,560,403 | | |
$ | 21,244,022 | |
| Commitments and contingencies | |
| | | |
| | |
| Stockholders’ Equity | |
| | | |
| | |
| Class B common stock, $0.001 par - 1,000,000 authorized, 383,656 issued and outstanding at September 30, 2024 and 30,000,000 authorized and 1,959,445 issued and outstanding at December 31, 2023 | |
| 383 | | |
| 1,960 | |
| Class C common stock, $0.001 par - 0 authorized and issued and outstanding at September 30, 2024 and 50,000,000 authorized and 30,306,060 issued and outstanding at December 31, 2023 | |
| - | | |
| 30,306 | |
| Common stock, $0.001 par - 144,000,000 authorized, 35,914,923 issued and outstanding at September 30, 2024 and 60,000,000 authorized at 0 issued and outstanding at December 31, 2023 | |
| 35,915 | | |
| - | |
| Preferred stock, $0.001 par - 5,000,000 authorized, none issued or outstanding | |
| - | | |
| - | |
| Additional paid-in capital | |
| 121,914,521 | | |
| 47,743,085 | |
| Accumulated deficit | |
| (41,073,711 | ) | |
| (17,021,453 | ) |
| | |
| 80,877,108 | | |
| 30,753,898 | |
| Treasury Stock, at cost - 276,245 shares at September 30, 2024 and 76,245 shares at December 31, 2023 | |
| (1,500,076 | ) | |
| (76 | ) |
| Total Venu Holding Corporation and subsidiaries equity | |
| 79,377,032 | | |
| 30,753,822 | |
| Non-controlling interest | |
| 34,660,367 | | |
| 31,225,863 | |
| Total stockholders’ equity | |
$ | 114,037,399 | | |
$ | 61,979,685 | |
| Total liabilities and stockholders’ equity | |
$ | 166,597,802 | | |
$ | 83,223,707 | |
VENU
HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(in
US Dollars)
Unaudited
| | |
For the three months ended | | |
For the nine months ended | |
| | |
September 30, | | |
September 30, | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| Revenues | |
| | | |
| | | |
| | | |
| | |
| Restaurant including food and beverage revenue | |
$ | 2,740,411 | | |
$ | 2,892,082 | | |
$ | 8,144,605 | | |
$ | 6,706,719 | |
| Event center ticket and fees revenue | |
| 2,002,572 | | |
| 961,222 | | |
| 4,663,228 | | |
| 1,838,736 | |
| Rental and sponsorship revenue | |
| 708,992 | | |
| 58,075 | | |
| 759,123 | | |
| 140,120 | |
| Total revenues | |
$ | 5,451,975 | | |
$ | 3,911,379 | | |
$ | 13,566,956 | | |
$ | 8,685,575 | |
| Operating costs | |
| | | |
| | | |
| | | |
| | |
| Food and beverage | |
| 653,178 | | |
| 712,026 | | |
| 1,901,590 | | |
| 1,530,107 | |
| Event center | |
| 435,841 | | |
| 407,889 | | |
| 1,727,311 | | |
| 634,368 | |
| Labor | |
| 1,152,909 | | |
| 1,188,574 | | |
| 3,358,871 | | |
| 2,572,382 | |
| Rent | |
| 333,192 | | |
| 363,032 | | |
| 975,756 | | |
| 863,850 | |
| Operating expenses | |
| 5,449,396 | | |
| 3,428,774 | | |
| 24,279,184 | | |
| 9,944,662 | |
| Depreciation and amortization | |
| 1,103,720 | | |
| 565,355 | | |
| 2,319,513 | | |
| 1,279,510 | |
| Total operating costs | |
| 9,128,236 | | |
| 6,665,650 | | |
| 34,562,225 | | |
| 16,824,879 | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss from operations | |
$ | (3,676,261 | ) | |
$ | (2,754,271 | ) | |
$ | (20,995,269 | ) | |
$ | (8,139,304 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other income (expense), net | |
| | | |
| | | |
| | | |
| | |
| Interest expense | |
| (1,162,663 | ) | |
| (92,252 | ) | |
| (2,717,849 | ) | |
| (222,812 | ) |
| Other expense | |
| - | | |
| - | | |
| (2,500,000 | ) | |
| - | |
| Loss on sale of investments | |
| - | | |
| - | | |
| - | | |
| (11,947 | ) |
| Interest income | |
| 276,452 | | |
| - | | |
| 502,962 | | |
| 20,153 | |
| Other income | |
| 35,000 | | |
| 38,610 | | |
| 97,500 | | |
| 109,179 | |
| Total other expense, net | |
| (851,211 | ) | |
| (53,642 | ) | |
| (4,617,387 | ) | |
| (105,427 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
$ | (4,527,472 | ) | |
$ | (2,807,913 | ) | |
$ | (25,612,656 | ) | |
$ | (8,244,731 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss attributable to non-controlling interests | |
| (595,251 | ) | |
| (33,707 | ) | |
| (1,560,398 | ) | |
| (538,133 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss attributable to common stockholders | |
$ | (3,932,221 | ) | |
$ | (2,774,206 | ) | |
$ | (24,052,258 | ) | |
$ | (7,706,598 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average number of shares of Class A common stock, outstanding, basic and diluted | |
| - | | |
| - | | |
| - | | |
| 182,234 | |
| Basic and diluted net loss per share of Class A common stock | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | (0.31 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average number of shares of Class B common stock, outstanding, basic and diluted | |
| 383,656 | | |
| 11,695,841 | | |
| 839,116 | | |
| 17,514,426 | |
| Basic and diluted net loss per share of Class B common stock | |
$ | (0.13 | ) | |
$ | (0.09 | ) | |
$ | (0.58 | ) | |
$ | (0.31 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average number of shares of Class C common stock, outstanding, basic and diluted | |
| 20,997 | | |
| 20,504,392 | | |
| 9,027,155 | | |
| 7,549,308 | |
| Basic and diluted net loss per share of Class C common stock | |
$ | (0.13 | ) | |
$ | (0.09 | ) | |
$ | (0.58 | ) | |
$ | (0.31 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average number of shares of Class D common stock, outstanding, basic and diluted | |
| 25,879,401 | | |
| - | | |
| 21,805,264 | | |
| - | |
| Basic and diluted net loss per share of Class D common stock | |
$ | (0.13 | ) | |
$ | - | | |
$ | (0.58 | ) | |
$ | - | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average number of shares of Common stock, outstanding, basic and diluted | |
| 3,282,150 | | |
| - | | |
| 9,775,099 | | |
| - | |
| Basic and diluted net loss per share of Common stock | |
$ | (0.13 | ) | |
$ | - | | |
$ | (0.58 | ) | |
$ | - | |
VENU HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in US Dollars)
Unaudited
| | |
For the nine months ended
September 30, | |
| | |
2024 | | |
2023 | |
| Net loss | |
$ | (25,612,656 | ) | |
$ | (8,244,731 | ) |
| Adjustments to reconcile net loss to net cash used
in operating activities: | |
| | | |
| | |
| Equity issued for interest on convertible debt | |
| 448,150 | | |
| - | |
| Equity based compensation | |
| 3,927,325 | | |
| 273,380 | |
| Equity issued for services | |
| 7,000,000 | | |
| 1,742,974 | |
| Project abandonment loss | |
| 579,981 | | |
| - | |
| Amortization of debt discount | |
| 1,985,568 | | |
| 1,434 | |
| Non cash lease expense | |
| 268,635 | | |
| 363,149 | |
| Unrealized income on equity method investment | |
| - | | |
| (11,678 | ) |
| Depreciation and amortization | |
| 2,319,513 | | |
| 1,279,510 | |
| Noncash financing expense | |
| 2,500,000 | | |
| - | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Inventories | |
| (41,125 | ) | |
| (93,060 | ) |
| Prepaid expenses and other current assets | |
| (962,011 | ) | |
| 205,157 | |
| Security deposit | |
| 325,026 | | |
| (215,904 | ) |
| Accounts payable | |
| 3,233,914 | | |
| (1,670,904 | ) |
| Accrued expenses | |
| 12,439,542 | | |
| 54,576 | |
| Receivables from AEG partnership | |
| (1,370,710 | ) | |
| - | |
| Accrued payroll and payroll taxes | |
| (14,530 | ) | |
| (113,865 | ) |
| Deferred revenue | |
| 1,445,026 | | |
| 248,542 | |
| Operating lease liabilities | |
| (235,641 | ) | |
| (336,794 | ) |
| Licensing liabilities | |
| 5,100,000 | | |
| - | |
| Net cash provided
by (used in) operating activities | |
| 13,336,007 | | |
| (6,518,214 | ) |
| Cash flows from investing activities | |
| | | |
| | |
| Purchase of property and equipment | |
| (61,615,767 | ) | |
| (19,190,024 | ) |
| Net cash acquired from acquisition
of 13141 BP | |
| 74,085 | | |
| - | |
| Net cash used
in investing activities | |
| (61,541,682 | ) | |
| (19,190,024 | ) |
| Cash flows from financing activities | |
| | | |
| | |
| Proceeds from sale of non-controlling interest equity | |
| 29,900,282 | | |
| 10,950,000 | |
| Distributions to non-controlling shareholders | |
| (893,082 | ) | |
| (548,830 | ) |
| Principal payments on long-term debt | |
| (232,327 | ) | |
| (144,431 | ) |
| Proceeds from issuance of shares | |
| 30,426,503 | | |
| 14,512,268 | |
| Proceeds from exercise of warrants | |
| 52 | | |
| 82,600 | |
| Payment for personal guarantee on convertible debt | |
| (100,000 | ) | |
| - | |
| Acquisition of Treasury Stock | |
| (1,500,000 | ) | |
| (76 | ) |
| Proceeds from municipality promissory
note | |
| 6,200,000 | | |
| - | |
| Net cash provided
by financing activities | |
| 63,801,428 | | |
| 24,851,531 | |
| Net increase (decrease) in cash | |
| 15,595,753 | | |
| (856,707 | ) |
| Cash, beginning | |
| 20,201,104 | | |
| 23,470,734 | |
| Cash, ending | |
$ | 35,796,857 | | |
$ | 22,614,027 | |
| Supplemental disclosure of non-cash operating, investing
and financing activities: | |
| | | |
| | |
| Cash paid for interest | |
$ | 296,593 | | |
$ | 234,197 | |
| Property acquired via mortgage | |
$ | - | | |
$ | 4,402,392 | |
| Property acquired via convertible debt | |
$ | 10,000,000 | | |
$ | - | |
| Debt discounts - warrants | |
$ | 3,000,140 | | |
$ | - | |
| Equity issued for origination fee | |
$ | 100,000 | | |
$ | - | |
| Debt discount - suite granted to lender | |
$ | 200,000 | | |
$ | - | |
| Land returned in exchange for termination of promissory note payable | |
$ | 3,267,000 | | |
$ | - | |
| Right of Use Assets obtained in exchange for operating lease liabilities | |
$ | 471,476 | | |
$ | - | |
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Venu (AMEX:VENU)
過去 株価チャート
から 12 2024 まで 1 2025
Venu (AMEX:VENU)
過去 株価チャート
から 1 2024 まで 1 2025
