HOFV Hall of Fame Resort and Entertainment Company

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 2021 results for the period ended June 30, 2021.

“There have been many key events achieved during the second quarter and continuing into the third quarter, highlighting the strength of the ecosystem that we are creating,” stated Michael Crawford, President and CEO of HOFV. “The foundation that has been laid has created momentum across all business verticals. The last months have been exciting and show the strength of the team to achieve all these accomplishments. We, together with the Pro Football Hall of Fame, hosted Enshrinement Week last week with thousands of people coming to the Hall of Fame Village powered by Johnson Controls to celebrate two Enshrinements (2020 and 2021), the NFL Hall of Fame Game, and concert. Within our Hall of Fame Village Media subsidiary, we co-produced World Chase Tag (“WCT”) 2021 Championships and launched a set of NFTs for six football legends. Finally, within our gaming vertical, our Hall of Fantasy league announced the front offices for each of the teams and launched an app.”

Key Financial Highlights

• Second quarter revenue was $2.4 million, an increase of 39% compared to the same period of the prior year, primarily driven by hotel revenue. Event and rental revenue also contributed to revenue.
• Second quarter net income was $15.5 million. This was primarily due to income of $26.3 million related to a change in fair value of warrant liability .
• Second quarter adjusted EBITDA was a loss of $5.6 million, compared to $1.3M in the same period of the prior year, resulting from increased investments in operations. See page 6 for reconciliation of net income attributable to Hall of Fame Resort & Entertainment Company stockholders to adjusted EBITDA.
• The Company finished its second quarter with a cash balance, including restricted cash, of $73.7 million, compared to $68.5 million as of March 31, 2021. The increased cash balance was driven by proceeds from the Series B preferred shares and warrants issued during the quarter.

Second Quarter Business Highlights

• Recognized with 2020 Hilton Legacy Award for our conversion and launch of the DoubleTree by Hilton Canton Downtown Hotel.
• Announced Hall of Fame Running Back Terrell Davis as the commissioner of the Hall of Fantasy League for the inaugural 2021-2022 season.
• Completed $15.2M raise of Series B preferred stock and warrants in June to further strengthen the Company’s balance sheet.
• Announced collaboration with Tupelo Honey, WCT, and ESPN to produce World Chase Tag 2021 Championships. The Company hosted the competition with the event being televised on ESPN.

Subsequent To Quarter End Highlights

• Announced partnership with Esports Entertainment Group to become the official esports provider and will operate a Helix eSports entertainment center that is scheduled to open in 2022.
• Partnered with Venuetize to develop a mobile app to provide guests with information and more convenient visits to the Hall of Fame Village powered by Johnson Controls.
• Announced front office staff for the Hall of Fantasy League’s inaugural 2021-2022 season with former NFL players and top fantasy experts leading the franchises.
• Signed a multi-year sponsorship agreement with Hendrickson, a leading global manufacturer and supplier of commercial transportation products.
• Launched “Playbooks”, a collectible series of NFTs highlighting memorable plays of six pro football legends.

Conference Call

The Company will host a conference call and webcast Friday, August 13, 2021, beginning at 8:30 a.m. ET, to provide commentary on the business. Speaking on the call will be Michael Crawford, President and Chief Executive Officer, and Jason Krom, Chief Financial Officer.

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,” 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 inability to recognize the anticipated benefits of the business combination; costs related to the business combination; the inability to maintain the listing of the Company’s shares on Nasdaq; the Company’s ability to manage growth; the Company’s ability to execute its business plan and meet its projections, including refinancing its existing term loan and 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, unemployment and the Company’s liquidity, operations and personnel, 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.

      HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND SUBSIDIARIES   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS   (unaudited)         For the Three Months Ended June 30,

For the Six Months Ended June 30,

 

 

2021

 

 

 

2020

 

 

 

2021

 

 

 

2020

 

      Revenues     Sponsorships, net of activation costs

$

1,508,402

 

$

1,660,928

 

$

2,983,838

 

$

3,321,856

 

Rents and cost recoveries

 

55,078

 

 

42,657

 

 

96,961

 

 

317,437

 

Event revenues

 

5,057

 

 

-

 

 

6,719

 

 

27,833

 

Hotel revenues

 

795,222

 

 

-

 

 

1,191,560

 

 

-

 

Total revenues

$

2,363,759

 

$

1,703,585

 

$

4,279,078

 

$

3,667,126

 

      Operating expenses     Property operating expenses

 

6,219,781

 

 

2,428,283

 

 

12,228,780

 

 

9,112,269

 

Hotel operating expenses

 

1,596,989

 

 

-

 

 

2,363,154

 

 

-

 

Commission expense

 

260,583

 

 

607,126

 

 

427,250

 

 

1,057,980

 

Depreciation expense

 

2,972,130

 

 

2,723,303

 

 

5,893,067

 

 

5,445,423

 

Total operating expenses

$

11,049,483

 

$

5,758,712

 

$

20,912,251

 

$

15,615,672

 

      Loss from operations

 

(8,685,724

)

 

(4,055,127

)

 

(16,633,173

)

 

(11,948,546

)

      Other expense     Interest expense

 

(1,004,419

)

 

(2,199,785

)

 

(1,959,727

)

 

(4,209,795

)

Amortization of discount on note payable

 

(1,164,613

)

 

(3,443,333

)

 

(2,398,727

)

 

(6,677,746

)

Change in fair value of warrant liability

 

26,315,888

 

 

-

 

 

(90,035,112

)

 

-

 

Gain on extinguishment of debt

 

-

 

 

-

 

 

390,400

 

 

-

 

Total other income (expense)

$

24,146,856

 

$

(5,643,118

)

$

(94,003,166

)

$

(10,887,541

)

      Net income (loss)

$

15,461,132

 

$

(9,698,245

)

$

(110,636,339

)

$

(22,836,087

)

      Series B preferred stock dividends

$

(130,000

)

-

 

$

(130,000

)

-

  Non-controlling interest

 

209,921

 

 

-

 

 

160,210

 

 

-

 

      Net loss attributable to HOFRE stockholders

$

15,541,053

 

$

(9,698,245

)

$

(110,606,129

)

$

(22,836,087

)

      Net loss per share - basic

$

0.16

 

$

(1.78

)

$

(1.30

)

$

(4.20

)

      Weighted average shares outstanding, basic

 

94,397,222

 

 

5,436,000

 

 

84,978,294

 

 

5,436,000

 

      Net loss per share - diluted

$

-

 

$

(1.78

)

$

(1.30

)

$

(4.20

)

      Weighted average shares outstanding, diluted

 

107,353,272

 

 

5,436,000

 

 

84,978,294

 

 

5,436,000

 

      HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS   As of: June 30, 2021 December 31, 2020 (unaudited) Assets Cash

$

61,908,208

 

$

7,145,661

 

Restricted cash

 

11,759,884

 

 

32,907,800

 

Accounts receivable, net

 

869,421

 

 

1,545,089

 

Prepaid expenses and other assets

 

8,954,346

 

 

6,920,851

 

Property and equipment, net

 

150,151,539

 

 

154,355,763

 

Project development costs

 

126,595,920

 

 

107,969,139

 

Total assets

$

360,239,318

 

$

310,844,303

 

  Liabilities and stockholders' equity Liabilities Notes payable, net

$

103,534,759

 

$

98,899,367

 

Accounts payable and accrued expenses

 

12,825,686

 

 

20,538,190

 

Due to affiliate

 

1,901,992

 

 

1,723,556

 

Warrant liability

 

55,805,000

 

 

19,112,000

 

Other liabilities

 

5,213,829

 

 

5,489,469

 

Total liabilities

 

179,281,266

 

 

145,762,582

 

  Commitments and contingencies   Stockholders' equity Undesignated preferred stock, $0.0001 par value; 4,932,200 sharesauthorized; no shares issued or outstanding at June 30, 2021 andDecember 31, 2020

 

-

 

 

-

 

Series B convertible preferred stock, $0.0001 par value; 15,200 sharesdesignated; 15,200 and 0 shares issued and oustanding at June 30, 2021and December 31, 2020, respectively

 

2

 

 

-

 

Common stock, $0.0001 par value; 300,000,000 shares authorized; 94,872,068 and 64,091,266 shares issued and outstanding at June 30,2021 and December 31, 2020, respectively

 

9,488

 

 

6,410

 

Additional paid-in capital

 

298,752,278

 

 

172,112,688

 

Accumulated deficit

 

(117,447,000

)

 

(6,840,871

)

Total equity attributable to HOFRE

 

181,314,768

 

 

165,278,227

 

Non-controlling interest

 

(356,716

)

 

(196,506

)

Total equity

 

180,958,052

 

 

165,081,721

 

Total liabilities and stockholders' equity

$

360,239,318

 

$

310,844,303

 

  HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)   For the Six Months Ended June 30,

 

2021

 

 

2020

 

Cash Flows From Operating Activities Net loss

$

(110,636,339

)

$

(22,836,087

)

Adjustments to reconcile net loss to cash flows used in operating activities Depreciation expense

 

5,893,067

 

 

5,445,423

 

Amortization of note discounts

 

2,398,727

 

 

6,677,746

 

Interest paid in kind

 

952,012

 

 

2,199,714

 

Gain on forgiveness of debt

 

(390,400

)

 

-

 

Change in fair value of warrant liability

 

90,035,112

 

 

-

 

Stock-based compensation expense

 

3,006,692

 

 

-

 

Changes in operating assets and liabilities: Accounts receivable

 

675,668

 

 

(346,185

)

Prepaid expenses and other assets

 

(2,033,495

)

 

(3,550,720

)

Accounts payable and accrued expenses

 

(2,060,008

)

 

2,121,854

 

Due to affiliates

 

178,436

 

 

(3,619,101

)

Other liabilities

 

(275,640

)

 

3,441,126

 

Net cash used in operating activities

 

(12,256,168

)

 

(10,466,230

)

  Cash Flows From Investing Activities Additions to project development costs and property and equipment

 

(26,098,120

)

 

(14,688,633

)

Purchase of leasehold improvements

 

-

 

 

(156,390

)

Net cash used in investing activities

 

(26,098,120

)

 

(14,845,023

)

  Cash Flows From Financing Activities Proceeds from notes payable

 

6,000,000

 

 

36,014,210

 

Repayments of notes payable

 

(4,309,947

)

 

(5,572,102

)

Payment of financing costs

 

(15,000

)

 

(135,268

)

Proceeds from sale of Series B preferred stock and warrants

 

15,200,000

 

 

-

 

Proceeds from equity raises, net of offering costs

 

31,746,996

 

 

-

 

Proceeds from exercise of warrants

 

23,346,870

 

 

-

 

Net cash provided by financing activities

 

71,968,919

 

 

30,306,840

 

  Net increase in cash and restricted cash

 

33,614,631

 

 

4,995,587

 

  Cash and restricted cash, beginning of year

 

40,053,461

 

 

8,614,592

 

  Cash and restricted cash, end of year

$

73,668,092

 

$

13,610,179

 

  Cash

$

61,908,208

 

$

2,149,500

 

Restricted Cash

 

11,759,884

 

 

11,460,679

 

Total cash and restricted cash

$

73,668,092

 

$

13,610,179

 

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 HOFV’s results prepared in accordance with GAAP. In additional, the non-GAAP measures HOFV 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,

 

2021

 

 

2020

 

Adjusted EBITDA Reconciliation Net income (loss) attributable to HOFRE stockholders

$

15,541,053

 

$

(9,698,245

)

(Benefit from) provision for income taxes

 

-

 

 

-

 

Interest expense

 

1,004,419

 

 

2,199,785

 

Depreciation expense

 

2,972,130

 

 

2,723,303

 

Amortization of note discounts

 

1,164,613

 

 

3,443,333

 

EBITDA

 

20,682,215

 

 

(1,331,824

)

  Change in fair value of warrant liability

 

(26,315,888

)

 

-

 

Adjusted EBITDA

$

(5,633,673

)

$

(1,331,824

)

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20210812005869/en/

Media/Investor Contacts: Media Inquiries: public.relations@hofreco.com Investor Inquiries: investor.relations@hofreco.com