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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): March 14, 2022

 

HALL OF FAME RESORT & ENTERTAINMENT COMPANY

(Exact name of registrant as specified in its charter)

 

Delaware   001-38363   84-3235695
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

2626 Fulton Drive NW

Canton, OH 44718

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (330) 458-9176

 

(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(s)  

Name of each exchange on

which registered

Common Stock, $0.0001 par value per share   HOFV   Nasdaq Capital Market
Warrants to purchase 1.421333 shares of Common Stock   HOFVW   Nasdaq Capital Market

 

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 March 14, 2021, Hall of Fame Resort & Entertainment Company (the “Company”) issued a press release relating to its results for the quarter and full year ended December 31, 2021. A copy of the press release is furnished herewith as Exhibit 99.1. A slide presentation, which includes supplemental information relating to the Company’s fourth quarter 2021 results, is furnished herewith as Exhibit 99.2.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Document
99.1   Press Release dated March 14, 2022
99.2   Slide Presentation
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

SIGNATURE

 

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.

 

  HALL OF FAME RESORT & ENTERTAINMENT COMPANY
     
  By: /s/ Michael Crawford
    Name: Michael Crawford
    Title:   President and Chief Executive Officer
     
Dated: March 15, 2022    

 

 

2

 

Exhibit 99.1

 

 

 

Hall of Fame Resort & Entertainment Company Announces Fourth Quarter and Full Year 2021 Results

 

CANTON, Ohio – March 14, 2022 – Hall of Fame Resort & Entertainment Company (NASDAQ: HOFV, HOFVW) (the “Company”), the only resort, entertainment and media company centered around the power of professional football, announced its fourth quarter fiscal 2021 results for the period ended December 31, 2021.

 

“The last year was an incredible building year for the Company. We were able to grow the business, add new sponsorships, create new media content, and launch a gaming vertical, all while containing costs in an ever-changing environment. Despite the global challenges, we have been able to continue to make forward progress down the field,” stated Michael Crawford, President and CEO. “The work completed by the team over the past months, the enhanced event offerings, the expanded sponsorship portfolio, the number of media deals in the pipeline, have allowed the company to generate increased investor confidence, as well as achieve several substantial ‘first downs’ early in 2022. Top recent plays include the extension of $38 million of short-term debt, flattening out our debt profile and allowing for more alignment with planned operational growth. Importantly, this refinancing reflects confidence by our largest shareholder in our ability to execute upon our strategy to achieve results and helps us realize the financial flexibility to move the Company’s lifecycle from construction to operation.”

 

Crawford went on to share, “there is also tremendous excitement surrounding new events and bookings as fans and guests from around the world will be experiencing a very different campus at the Hall of Fame Village powered by Johnson Controls in the coming months. Many of the planned Phase II assets are coming out of the ground and phased openings are planned over the course of the coming year, the majority of which will be open prior to this year’s Pro Football Hall of Fame Enshrinement in early August. Recent event announcements include not only large scale and high-profile football events such as our hosting of the USFL semifinals and championships, but also non-football events like the Fatherhood Festival and several tentpole concerts and festivals. Another ‘yardage gainer’ was our new media partnership in the non-fungible token space with the Pro Football Hall of Fame and I Got It. This deal is important as it allows us to uniquely expand our NFT offerings by allowing the parties to digitize more of the artifacts inside the Pro Football Hall of Fame, while also accelerating the speed at which they can deliver digital collectibles to professional football fans around the world. Finally, we have added two incredibly experienced and talented members to our executive team in Benjamin Lee, as CFO, and Robert Borm, as EVP of Gaming. The significant expertise that Ben and Rob bring to the Company allow for continued development and leadership within our finance team to enhance our overall financial capabilities and address our need to capitalize on the momentum and growth within our gaming vertical.”

 

Key Financial Highlights

 

Fourth quarter revenue was $3.0 million, an increase of 71% compared to the same period of the prior year, primarily driven by hotel revenue and event revenue related to events being held at the Hall of Fame Village powered by Johnson Controls. For the full year, revenue was $10.8 million, an increase of 52%.
   
Fourth quarter net income was $9.2 million. This was primarily due to income of $19.5 million related to a change in fair value of warrant liability. For the full year, net loss of $93.1 million compared to a net loss of $45.8 million in the prior year, primarily driven by a $48.1 million expense related to change in fair value of warrant liability.
   
Fourth quarter adjusted EBITDA was a loss of $4.8 million, compared to a loss of $7.4 million in the same period of the prior year, resulting from increased revenue and operational efficiencies. See page 3 for reconciliation of net income to adjusted EBITDA. For the full year, adjusted EBITDA was a loss of $22.7 million compared to $21.4 million in the prior year.
   
The Company finished its fiscal year with a cash balance, including restricted cash, of $17.4 million, compared to $28.5 million as of September 30, 2021. The lower cash balance was due to three factors: (1) increased capital expenditures related to construction activities, (2) an expected decline in cash from operating activities, and (3) paying down substantial short-term high-cost debt.

 

 

Fourth Quarter Business Highlights

 

Closed financing of the Constellation Center for Excellence in December. ERIEBANK and PACE Equity, LLC completed the financing of the Constellation Center for Excellence. The financing consisted of senior construction debt provided by ERIEBANK and property assessed clean energy financing from PACE Equity, LLC.
   
Announced 10-year agreement with Rush Street Interactive, Inc. (NYSE: RSI) to allow for the operation of a premier sports betting location at the Hall of Fame Village powered by Johnson Controls, subject to procurement of necessary licenses. The new agreement also includes a sponsorship component.
   
Signed multi-year, multi-million dollar sponsorship agreements with CommScope, a global network infrastructure provider, and ForeverLawn, a premier artificial and synthetic grass manufacturer.
   
Hosted the OHSAA State Football Championships and the Division III Amos Alonzo Stagg Bowl Football Championship in December.

 

Subsequent To Quarter End Highlights

 

Announced 10-year agreement with Genesis Global Ltd. to become the official mobile sports-betting partner of the Company in Ohio, subject to procurement of necessary licenses. The new agreement also includes a sponsorship component and a future limited equity interest in Genesis.
   
Announced partnership with Allied Sports as our agency of record for all sponsorship and media opportunities.
   
Announced partnership with the Pro Football Hall of Fame and I Got It to develop, market and sell digital assets and NFTs centered around some of the most iconic moments and coveted memorabilia from the game’s history, which are memorialized inside the Pro Football Hall of Fame in Canton, Ohio.
   
Completed inaugural season of the Hall of Fantasy League (“HOFL”) with season recap on Twitch co-hosted by former NFL player Ahman Green and Jeff Eisenband.
   
Announced multi-year partnership with Cleveland Clinic to make it the official healthcare provider of the Hall of Fame Village Sports Complex and Tom Benson Hall of Fame Stadium.
   
Announced $38 million debt restructuring of debt maturing in calendar year 2022 and extending maturities of the debt instruments at least twelve months.

 

Conference Call

 

The Company will host a conference call and webcast Tuesday, March 15, 2022, beginning at 8:30 a.m. ET, to provide commentary on the business. Investors and all other interested parties can access the live webcast and replay at the Company’s website: ir.hofreco.com.

 

About Hall of Fame Resort & Entertainment Company

 

Hall of Fame Resort & Entertainment Company (NASDAQ: HOFV, HOFVW) is a resort and entertainment company leveraging the power and popularity of professional football and its legendary players in partnership with the Pro Football Hall of Fame. Headquartered in Canton, Ohio, the Hall of Fame Resort & Entertainment Company is the owner of the Hall of Fame Village powered by Johnson Controls, a multi-use sports, entertainment and media destination centered around the Pro Football Hall of Fame’s campus. Additional information on the Company can be found at www.HOFREco.com.

  

2

 

Forward-Looking Statements

 

Certain statements made herein are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words and phrases such as “opportunity,” “future,” “will,” “goal,” and “look forward” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include the Company’s ability to manage growth; the Company’s ability to execute its business plan and meet its projections, including obtaining financing to construct planned facilities; potential litigation involving the Company; changes in applicable laws or regulations; general economic and market conditions impacting demand for the Company’s products and services, and in particular economic and market conditions in the resort and entertainment industry; the potential adverse effects of the ongoing global coronavirus (COVID-19) pandemic on capital markets, general economic conditions, increased inflation, unemployment and the Company’s liquidity, operations and personnel, the inability to maintain the listing of the Company’s shares on Nasdaq, as well as those risks and uncertainties discussed from time to time in our reports and other public filings with the SEC. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

Media/Investor Contacts:

 

Media Inquiries: public.relations@hofreco.com

Investor Inquiries: investor.relations@hofreco.com

 

Non-GAAP Financial Measures

 

The Company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”) and corresponding metrics as non-GAAP financial measures. The presentation includes references to the following non-GAAP financial measures: EBITDA and adjusted EBITDA. These are important financial measures used in the management of the business, including decisions concerning the allocation of resources and assessment of performance. Management believes that reporting these non-GAAP financial measures is useful to investors as these measures are representative of the company’s performance and provide improve comparability of results. See the table below for the definitions of the non-GAAP financial measures referred to above and corresponding reconciliations of these non-GAAP financial measures to the most comparable GAAP financial measures. Non-GAAP financial measures should be viewed as additions to, and not as alternatives for the Company’s results prepared in accordance with GAAP. In additional, the non-GAAP measures the Company uses may differ from non-GAAP measures used by other companies, and other companies may not define the non-GAAP measures the company uses in the same way.

 

   For the Three Months Ended
December 31
   For the Twelve Months Ended
December 31
 
   2021   2020   2021   2020 

Adjusted EBITDA Reconciliation

                
Net income (loss) attributable to HOFRE stockholders  $9,349,245   $(14,225,676)  $(93,110,968)  $(45,488,666)
(Benefit from) provision for income taxes   -    -    -    - 
Interest expense   639,168    893,428    3,580,840    5,718,473 
Depreciation expense   3,312,498    2,886,761    12,199,148    11,085,230 
Amortization of discount on note payable   1,434,895    849,490    5,160,242    10,570,974 
EBITDA   14,735,806    (9,595,997)   (72,170,738)   (18,113,989)
                     
Loss on forgivness of debt   -    3,404,244    (390,400)   4,282,220 
Business combination costs   -    -    -    19,137,165 
Impairment expense   -    -    1,748,448    - 
Change in fair value of warrant liability   (19,489,999)   (1,223,116)   48,075,943    (26,733,116)
Adjusted EBITDA  $(4,754,193)  $(7,414,869)  $(22,736,747)  $(21,427,720)

 

 

3

 

 

Exhibit 99.2

 

Fourth Quarter Fiscal 2021 Earnings Supplementary Information March 2022

 

 

What We Are A M U L T I - D I M E N S I O N A L S P O R T S & E N T E R T A I N M E N T C O M P A N Y Fantasy Sports eGaming Sports Betting THEMED, EXPERIENTIAL DESTINATION ASSETS Themed Attractions Hospitality Live Entertainment ME D IA Original Content High - Profile Partnerships Sponsorships GAM ING 2 2

 

 

Present & Future Revenue Streams Destination - Based/Physical Assets Offsite & Non - Physical Assets Synergistic Revenue Enhancement C R E A T I N G A M U L T I - D I M E N S I O N A L E N T E R T A I N M E N T & M E D I A C O M P A N Y Stadium Waterpark H o t e ls Play - action Plaza & Retail Sports C o mplex Centers for Excellence & Performance Sports Betting & Fantasy Sports Sponsorshi p s & Media 3

 

 

A C H I E V E D I N F O U R T H Q U A R T E R Key Plays K E Y E V E N T S October Announce partnership with Whistle Studios and WaV Sports to produce docuseries The Academy December Close financing for Constellation Center For Excellence November Finish production of The Perfect Ten in partnership with NFL Films to produce the documentary December 2021 Division III Stagg Bowl Championships December OHSAA Football Championships November Hall of Fame Village Holiday Kickoff November Sign multi - year, mul t i - million - d o llar sponsorship agreement with CommScope November Sign multi - year, mul t i - million - d o llar sponsorship agreement with ForeverLawn December Announce SMOOSH Cookies location owned by Pro Football Hall of Famer Isaac Bruce in Fan Engagement Zone December Announce agreement with Rush Street Interactive 2021 - 2022 Champions Team Standings Final West 1. Chicago Hogmollies 2. L.A. Sidekicks 3. Texas Y’allers East 1. NY Bodega Cats 2. Boston Barflies 3. Atlanta Hot Wings 4

 

 

I N F I R S T Q U A R T E R Key Plays K E Y E V E N T S January Announce partnership with former NFL player Rashad Jennings February Season recap on Twitch co - hosted with former NFL player Ahman Green and Jeff Eisenband February Announce Fatherhood Festival in June January January Announce agreement Announce partnership with Genesis Global Ltd with Allied Sports February Announce multi - year partnership with Cleveland Clinic February Announce partnership with Pro Football Hall of Fame and I Got It to develop, market and sell NFTs February Announce USFL Semifinal and Championships games held at Tom Benson Hall of fame Stadium February Announce debt restructuring of $38M 5 January/February/March Receive terms sheets for PACE, TDD and Senior Lender loans for Center for Performance, Tom Benson Hall of Fame Stadium, Fan Engagement Zone, and Tapestry Hotel | Waterpark

 

 

Construction Timeline C O N S T E L L A T I O N C E N T E R F O R E X C E L L E N C E 2021 2022 COMPLETION

 

 

Construction Timeline H A L L O F F A M E V I L L A G E S P O R T S C O M P L E X 2021 2022 2023 EXPECTED CO M PL E T I ON

 

 

Construction Timeline F A N E N G A G E M E N T Z O N E 2021 2022 2023 EXPECTED CO M PL E T I ON

 

 

Construction Timeline C E N T E R F O R P E R F O R M A N C E 2022 2023 EXPECTED CO M PL E T I ON

 

 

Construction Timeline U P D A T E D T O R E F L E C T C U R R E N T S U P P L Y C H A I N E N V I R O N M E N T 2021 2022 2023 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Constellation Center for Excellence Sitework Fan Engagement Zone (Retail I) Fan Engagement Zone (Retail II) Center for Performance Tapestry Hotel Waterpark East Endzone Sports Complex DESIGN REFINEMENT CONSTRUCTION CONSTRUCTION COMPLETED

 

 

FY22 and FY26 Financial Outlooks N O C H A N G E S T O P R I O R E X P E C T A T I O N S FY2022 Revenue M i d - $30M Range Adjusted EBITDA Loss in Mid - Teen Range Note: Figures in Dollars and Millions FY2026 Revenue $150M Adjusted EBITDA $50M 11

 

 

R E S T R U C T U R E D Debt Profile $5 . 2 $ 1 5 . 3 $26 . 7 $27 . 7 $4.5 $ 3 7 . 2 FY 22 FY 23 FY 24 FY 25 FY 26 Beyond FY26 $ in millions $4 3. 4 $ 3. 0 $27 . 7 $4 . 5 $ 3 7 . 2 FY 22 $0 . 0 FY23 FY 24 FY 25 FY 26 Beyond FY26 $ in millions D E B T A N D L E N G T H E N E D M A T U R I T I E S Q4 2021 12 Current Profile Loan Maturity By Fiscal Year Total Debt - $115.7M Weighted Average Maturity – 5.7 years Loan Maturity By Fiscal Year Total Debt - $116.6M Weighted Average Maturity – 6.3 years 12 - MONTH EXTENSION OF $15.3M DOUBLETREE LOAN TO SEPTEMBER 2023; EXTENSIONS OF JKP AND IRG NOTES LONG - TERM LOAN PLUS $850K RELATED TO IRG PAYABLES TO MARCH 2024

 

 

Financial Results K E Y F I N A N C I A L R E S U L T S ($ in millions, except per share data) Q4 FY21 Q4 FY20 Revenue $3 . 0 $1 . 8 Loss from Operations ($ 7 .8) ($10 . 5) Adjusted EBITDA* ($ 4 .8) ($ 7 .4) Net Income (Loss) $9.3 ($1 4 .2) Net Income (Loss) per share, basic and diluted $0.10 ($0 . 16) *See page 16 for EBITDA and Adjusted EBITDA reconciliation. See page 15 for a statement regarding use of non - GAAP financial measures. 13

 

 

Forward - Looking Statements This presentation, and the accompanying oral presentation, contain “forward - looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 . Forward - looking statements may be identified by the use of words and phrases such as “opportunity,” “future,” “will,” “goal,” and “look forward” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters . These forward - looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward - looking statements . Important factors, among others, that may affect actual results or outcomes include the Company’s ability to manage growth ; the Company’s ability to execute its business plan and meet its projections, including obtaining financing to construct planned facilities ; potential litigation involving the Company ; changes in applicable laws or regulations ; general economic and market conditions impacting demand for the Company’s products and services, and in particular economic and market conditions in the resort and entertainment industry ; the potential adverse effects of the ongoing global coronavirus (COVID - 19 ) pandemic on capital markets, general economic conditions, increased inflation, unemployment and the Company’s liquidity, operations and personnel, the inability to maintain the listing of the Company’s shares on Nasdaq, as well as those risks and uncertainties discussed from time to time in our reports and other public filings with the SEC . The Company does not undertake any obligation to update or revise any forward - looking statements, whether as a result of new information, future events or otherwise, except as required by law . We are unable to reconcile forward - looking projections of adjusted EBITDA to its nearest GAAP measure because the nearest GAAP measure is not accessible on a forward - looking basis . 14

 

 

Statement Regarding Use of Non - GAAP Financial Measures Hall of Fame Resort and Entertainment Company (“HOFV”) reports its financial results in accordance with accounting principals generally accepted in the United States (“GAAP”) and corresponding metrics as non - GAAP financial measures . The presentation includes references to the following non - GAAP financial measures : EBITDA and adjusted EBITDA . These are important financial measures used in the management of the business, including decisions concerning the allocation of resources and assessment of performance . Management believes that reporting these non - GAAP financial measures is useful to investors as these measures are representative of the company’s performance and provide improve comparability of results . See the table below for the definitions of the non - GAAP financial measures referred to above and corresponding reconciliations of these non - GAAP financial measures to the most comparable GAAP financial measures . Non - GAAP financial measures should be viewed as additions to, and not as alternatives for the Company’s results prepared in accordance with GAAP . In additional, the non - GAAP measures the Company uses may differ from non - GAAP measures used by other companies, and other companies may not define the non - GAAP measures the company uses in the same way . Additional Information The following trademarks and corresponding logos are the trademarks of their respective owners: Rush Street Interactive, NFL Films, Genesis Global Ltd., Allied Sports, Cleveland Clinic, I Got It, Pro Football Hall of Fame, United States Football League (“USFL”), Grambling State University, Tennessee State University, Special Olympics Ohio, Johnson Controls International PLC, and Constellation Energy. 15

 

 

Non - GAAP Reconciliation 16 Adjusted EBITDA reconciliation ($ in millions) 3 Months Ended December 31, 2021 3 Months Ended December 31, 2020 Net income (loss) attributable to HOFRE stockholders $ 9 . 3 ( $ 1 4.2) (Benefit from) provision for income taxes - - Interest expense 0 . 6 0 . 9 Depreciation expense 3.3 2.9 Amortization of discount on note payable 1.4 0 . 8 EBITDA 14 . 7 (9 . 6) Loss on forgiveness of debt - 3.4 Business combination costs - - Impairment expense - - Change in fair value of warrant liability ( 1 9. 5 ) ( 1 . 2) Adjusted EBITDA ($ 4 . 8 ) ($ 7 . 4 )

 

 

Who We Are W H A T W E D O As a world - class resort and sports entertainment company, we do what no other company can through our unique brand partnerships and direct access to exclusive content. By doing this, we create exceptional experiences across multiple platforms that honor the past and inspire the future. With this unwavering purpose, we strive to maximize shareholder value and pursue excellence. Honor the Past, Inspire the Future 17

 

 

Inspiring unique and exhilarating sports and entertainment experiences that maximize growth and fan engagement. We create exceptional sports - inspired destination, media, and gaming experiences that uniquely leverage brand partnerships and direct access to exclusive content. V I S I O N M I S S I O N V A L U E S With our connection to sport, we exemplify these values: Inspiration, Teamwork, Respect, Integrity, Excellence 18

 

 

For more information, please contact: Investor Relations (330) - 458 - 9176 I n v e s t o r . R el a tio n s@ h o f r e c o. c om 2626 Fulton Drive NW Canton, OH 44718 www.ir.hofreco.com