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): August 11, 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 | ||
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 August 11, 2022, Hall of Fame Resort & Entertainment Company (the “Company”) issued a press release relating to its results for the quarter ended June 30, 2022. 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 second quarter 2022 earnings, is furnished herewith as Exhibit 99.2.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Document | |
99.1 | Press Release dated August 11, 2022 | |
99.2 | Slide Presentation | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: August 11, 2022 |
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Exhibit 99.1
Hall of Fame Resort & Entertainment Company Announces Second Quarter 2022 Results
CANTON, Ohio – August 11, 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 second quarter fiscal 2022 results for the period ended June 30, 2022.
“This quarter represented an inflection point in the Company’s evolution as we operationalize and build upon the physical and virtual foundation that has been set over the past couple of years,” stated Michael Crawford, President and CEO. “We’ve made key plays across all business verticals and we continue to move the ball down the field. We have hosted multiple large events on campus during the second and third quarters, where we have been able to capitalize on the synergies across many of our assets. We welcomed thousands of guests during Enshrinement week with the kickoff to the NFL season, the Enshrinement ceremony, the Concert for Legends, and then ended the weekend with Dave Chappelle. The media vertical had an excellent showing with its pilot episode of Inspired and launching Football Heaven, a first-of-its kind-podcast, which highlights our access to incredible content and stories from the world of professional football. The gaming vertical launched the second season of Hall of Fantasy League (“HOFL”) and submitted necessary applications to the Ohio Casino Control Commission to obtain the necessary sports betting licenses. And while there is still more to come, the Company has transitioned into an operational destination offering multiple unique engagement opportunities for fans and consumers.”
Key Financial Highlights
● | Second quarter revenue was $2.7 million, an increase of 14% 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. |
● | Second quarter net loss attributable to shareholders was $9.2 million, compared to net income of $15.5 million in the prior year period. The change in fair value of the warrant liability was the primary driver in the variance between the two time periods. |
● | Second quarter adjusted EBITDA was a loss of $6.1 million, compared to a loss of $5.6 million in the same period of the prior year, primarily resulting from increased expenses related to payroll, benefits and insurance costs. See page 3 for a reconciliation of net loss to EBITDA and adjusted EBITDA. |
● | The Company finished its fiscal quarter with a cash balance, including restricted cash, of $17.8 million, compared to $12.8 million as of March 31, 2022. The increased cash balance was due to proceeds from construction related financing and cash from operating activities, partially offset by increased capital expenditures related to construction activities. |
Second Quarter Business Highlights
● | Hosted several large multi-day events at Hall of Fame Village powered by Johnson Controls (“Hall of Fame Village”) including the USFL playoffs and championship game, plus the three-day Fatherhood Festival. |
● | Secured two additional sources of funding that will be used to support construction of the Center for Performance. The Company closed a $4 million loan with Midwest Lender Fund, LLC. In addition, the City of Canton, in coordination with the Canton Regional Energy Special Improvement District, approved legislation that enabled the Company to move forward with $3.2 million in Property Assessed Clean Energy (“PACE”) financing. |
● | Shared details surrounding the Play-Action Plaza, which will feature several attractions, including the only two rides of their kind in Stark County, Ohio. |
● | The pilot episode for Inspired: Heroes of Change premiered across 100 channels of Gray Television’s local stations in early June. |
● | Announced a collaboration with recreational facility The SportDome and its owners, the Kempthorn family, to transfer the operation of local sports leagues to the Center for Performance. |
Subsequent To Quarter End Highlights
● | Secured additional funding including $33.4 million in PACE financing related to Tom Benson Hall of Fame Stadium. | |
● | Announced Hall of Fantasy League (“HOFL”) Season 2 with Pro Football Hall of Fame Running Back and Dallas Cowboys Legend Emmitt Smith as commissioner. |
● | Announced 10-year partnership with Betr to become The Company’s official mobile sports-betting partner. The agreement also gives HOFV limited equity in Betr, revenue sharing, and incorporates opportunities for cross-marketing, branding, and engagement with consumers of both companies. |
● | Announced the launch of Football Heaven, a first-of-its-kind video podcast produced in partnership with the Pro Football Hall of Fame. Football Heaven will explore some of the most fascinating stories and personalities in Pro Football history. |
● | Signed multi-year sponsorship agreements with Molson Coors and Sugardale. |
Conference Call
The Company will host a conference call and webcast Friday, August 12, 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.
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,” “enable,” “pipeline,” “transition,” “move forward,” “towards,” “build out,” “coming” 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, which could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors that may affect actual results or outcomes include, among others, 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 effects of the ongoing global coronavirus (COVID-19) pandemic on capital markets, general economic conditions, unemployment and the Company’s liquidity, operations and personnel; increased inflation; the inability to maintain the listing of the Company’s shares on Nasdaq; and 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
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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 improved 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 addition, 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 June 30, | ||||||||
2022 | 2021 | |||||||
Adjusted EBITDA Reconciliation | ||||||||
Net loss attributable to HOFRE stockholders | $ | (9,202,433 | ) | $ | 15,541,053 | |||
(Benefit from) provision for income taxes | - | - | ||||||
Interest expense | 921,392 | 1,004,419 | ||||||
Depreciation expense | 3,527,581 | 2,972,130 | ||||||
Amortization of discount on notes payable | 1,122,324 | 1,164,613 | ||||||
EBITDA | (3,631,136 | ) | 20,682,215 | |||||
Change in fair value of warrant liability | (2,423,000 | ) | (26,315,888 | ) | ||||
Adjusted EBITDA | $ | (6,054,136 | ) | $ | (5,633,673 | ) |
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Exhibit 99.2
Second Quarter Fiscal 2022 Earnings Supplementary Information August 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 MEDIA Original Content High - Profile Partnerships Sponsorships GAMING 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 Hotels Play - action Plaza & Retail Sports Complex Centers for Excellence & Performance Sports Betting & Fantasy Sports Sponsorships & Media 3
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) Q2 FY22 Q2 FY21 Revenue $2.7 $2.4 Loss from Operations ($9.5) ($8.7) Adjusted EBITDA* ($6.1) ($5.6) Net (loss) income attributable to HOFRE shareholders ($9.2) $15.5 Net (loss) income per share, basic ($0.08) $0.16 Net (loss) income per share, diluted ($0.08) $0.00 *See page 15 for EBITDA and Adjusted EBITDA reconciliation. See page 8 for a statement regarding use of non - GAAP financial measures. 4
FY22 Financial Outlook R E V I S E D G U I D A N C E FY2022 Revenue Low $20M Range Adjusted EBITDA Loss in Low $20M Range Note: Figures in Dollars and Millions 1H 2022 Revenue $4.8M Adjusted EBITDA ($13.0M) 5
Construction Timeline C E N T E R F O R P E R F O R M A N C E 2022 2023 COMPLETED 6
Construction Timeline P L A Y A C T I O N P L A Z A COMPLETED 2023 2022
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 COMPLETED 8
Construction Timeline F A N E N G A G E M E N T Z O N E 2021 2022 2023 EXPECTED COMPLETION 9
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 COMPLETED 10
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 11 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 / PERMITTING CONSTRUCTION / TENANT BUILD - OUT CONSTRUCTION COMPLETED / OCCUPANCY
R E S T R U C T U R E D Debt Profile $9.6 $32.7 $28.9 $15.3 $4.0 $76.7 FY22 FY23 FY24 FY25 FY26 Beyond FY26 $ in millions $43.4 $0.0 $3.0 $27.7 $4.5 $37.2 FY22 FY23 FY24 FY25 FY26 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 Weighted Average Interest – 7.1% Loan Maturity By Fiscal Year Total Debt - $167.3M Weighted Average Maturity – 10.8 years Weighted Average Interest – 7.4% HOFV HAS LENGTHED WEIGHTED AVERAGE MATURITY; KEPT WEIGHTED AVERAGE INTEREST RELATIVELY UNCHANGED IN RISING INTEREST RATE ENVIRONMENT Note: Amounts may not add due to rounding
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,” “enable,” “pipeline,” “transition,” “move forward,” “towards,” “build out,” “coming” 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, which could cause actual results or outcomes to differ materially from those discussed in the forward - looking statements . Important factors that may affect actual results or outcomes include, among others, 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 effects of the ongoing global coronavirus (COVID - 19 ) pandemic on capital markets, general economic conditions, unemployment and the Company’s liquidity, operations and personnel ; increased inflation ; the inability to maintain the listing of the Company’s shares on Nasdaq ; and 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 . 13
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 . 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 . Additional Information The following trademarks and corresponding logos are the trademarks of their respective owners: Pro Football Hall of Fame, ForeverLawn, Johnson Controls PLC, Las Vegas Raiders, Jacksonville Jaguars, Pittsburgh Steelers, and Constellation Energy. 14
Non - GAAP Reconciliation 15 Adjusted EBITDA reconciliation ($ in millions) 3 Months Ended June 30, 2022 3 Months Ended June 30, 2021 6 Months Ended June 30, 2022 Net (loss) income attributable to HOFRE stockholders ($9.2) $15.5 ($17.3) (Benefit from) provision for income taxes - - - Interest expense 0.9 1.0 2.1 Depreciation expense 3.5 3.0 6.8 Amortization of discount on notes payable 1.1 1.2 2.5 EBITDA (3.6) 20.7 (5.9) Loss on extinguishment - - 0.1 Change in fair value of warrant liability (2.4) (26.3) (7.2) Adjusted EBITDA ($6.1) ($5.6) ($13.0) Note: Amounts may not add due to rounding
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 16
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 17
For more information, please contact: Investor Relations (330) - 458 - 9176 Investor.Relations@hofreco.com 2626 Fulton Drive NW Canton, OH 44718 www.ir.hofreco.com