X<\/a>.<\/p>\nForward Looking Statements<\/b><\/p>\n
\nCertain 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 Venu 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\u2019s filings with the SEC, not limited to Risk Factors relating to its business contained therein. Thus, actual results could be materially different. Venu expressly disclaims any obligation to update or alter statements whether because of new information, future events or otherwise, except as required by law.<\/p>\n
Non-GAAP Financial Measures (1)<\/b><\/p>\n
Net Tangible Asset Value Per Common Share<\/i><\/p>\n
\nNet Tangible Asset Value Per Common Share, as presented, is a non-GAAP financial measure. We define Net Tangible Asset Value Per Common Share as total assets, excluding intangible assets, less total liabilities, divided by common shares outstanding. Management believes this measure provides useful information regarding the tangible asset value attributable to holders of the Company\u2019s common shares and may assist investors in evaluating the Company\u2019s financial position and the value of its tangible assets on a per-share basis. Net Tangible Asset Value Per Common Share may also be useful when considering values based on mark to market basis or as-completed appraisal basis.<\/p>\n
Appraisal Disclosures (2)<\/b><\/p>\n
\nThese appraisals used the cost basis, income, and comparable sales approaches to valuation and, after reconciliation, came to the appraised values of the properties. These approaches to valuation are commonly used approaches to value for appraisal of commercial properties, as opposed to assigning a valuation on the properties based solely on the cost basis of the properties. The total appraisal includes two Colorado Springs parcels later sold through sale-leaseback transactions: a 5.5-acre parking lot, appraised at $9.2 million and sold in November 2025 for $14 million, and a 9.5-acre lot, appraised and sold at approximately $50 million and sold in June 2026. It is important to understand that the appraisal of VENU\u2019s properties takes into account, among other factors, the valuation of the Company\u2019s real estate and developments at a specific point in time, and the appraised value is subject to (and likely to) change at any time, whether it increases or decreases, and such changes could be caused by macro and micro factors over which we have no control. The appraisal of the property portfolio is only an estimate of its value as to the date of the appraisal and based only on the specific appraisal methodologies and should not be relied upon as a measure of its realized value or the value at which any property could be sold to a third party. Other appraisal methodologies may yield materially different appraised value. Furthermore, the appraised value of the properties differs from the values assigned to it under generally accepted accounting principles in the United Stated (\u201cGAAP\u201d), which require the values of the properties to be valued at their cost basis for financial presentation purposes, and therefore the appraised values represent an unaudited measure that may not represent fair value, as defined under GAAP, and such values and appraisals are not, and will not be, subject to audit or other review procedures by our outside independent accountants.<\/p>\n
\nThe opinions expressed in the appraisal are based on estimates and forecasts that are prospective in nature and subject to certain risks and uncertainties. Events may occur that could cause the performance of the properties to materially differ from the estimates utilized by the appraiser, such as changes in the economy, interest rates, capitalization rates, the financial strength of the live-music and entertainment industries, and the behavior of event attendees, investors, lenders, and municipalities. The Company reviews each appraisal of its properties to confirm that the information provided to the appraiser is accurately reflected in the appraisal, but it does not validate the methodologies, inputs, and professional judgment utilized by the certified appraiser.<\/p>\n
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