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EX-99.2 - COURTESY COPY - Hall of Fame Resort & Entertainment Coea140944ex99-2_halloffame.pdf
EX-99.2 - SLIDE PRESENTATION - Hall of Fame Resort & Entertainment Coea140944ex99-2_halloffame.htm
8-K - CURRENT REPORT - Hall of Fame Resort & Entertainment Coea140944-8k_hallof.htm

Exhibit 99.1

 

 

 

Hall of Fame Resort & Entertainment Company Announces First Quarter 2021 Results

 

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

 

“We are pleased with all of the progress made during the first quarter. The team continues to execute at a high level, moving the ball down the field,” shared President and CEO Michael Crawford. “We announced several new media partnerships to create two documentaries: “INSPIRE: Heroes of Change”, in partnership with Tupelo Honey and “The Perfect Ten”, the story of the 10 athletes who are the only players to win both the Heisman trophy and be enshrined into the Pro Football Hall of Fame (also known as “H2H”) in partnership with Elite Team Holdings, LLC. Also, this quarter, the Company partnered with leading marketing and PR agency Dolphin Entertainment to enter into the exciting world of non-fungible tokens (“NFTs”). Our first NFTs will showcase several of the amazing H2H Legends in a way that we believe has not been developed to date. These NFTs demonstrate our ability to provide a new medium of engagement with football fans through our direct access to one-of-a-kind content.” Crawford continued, “We were also able to move forward on the construction front within Hall of Fame Village powered by Johnson Controls. We have developed the east endzone of Tom Benson Hall of Fame Stadium which will now house a state of the art “fan-zone”, providing tremendous engagement and entertainment opportunities, complete with a jumbotron scoreboard as well as have made remarkable progress within the Constellation Center of Excellence. Lastly, we were excited to launch the Hall of Fantasy League (“HOFL”), our “first of its kind” fantasy football league. The HOFL allows fans to participate in new and unique ways within the world of fantasy football. Over the last quarter we made “staking” available through our relationship with StakeKings as well as the opportunity to purchase team logo merchandise online. We look forward to the first HOFL season which will run parallel to that of the NFL.”

 

Key Financial Highlights

First quarter revenue was $1.9 million, which is comparable to the prior year, as hotel revenue mostly offset lower rent and events revenues.
First quarter net loss of $126.1 million. This was primarily due to $116.4 million expense related to a change in fair value of warrant liability, a result of the April 12, 2021 Securities and Exchange Commission staff statement affecting the accounting treatment for certain warrants.
First quarter adjusted EBITDA was a loss of $5.1 million, which is comparable to the prior year. See page 6 for reconciliation of net loss attributable to Hall of Fame Resort & Entertainment Company stockholders to adjusted EBITDA.
The Company had a cash balance, including restricted cash, of $68.6 million as of March 31, 2021, compared to $40.1 million as of December 31, 2020. The increased cash balance was driven by proceeds from an equity raise and exercise of warrants in the first quarter.

 

First Quarter Business Highlights

Formed a media partnership with Tupelo Honey, one of the nation’s largest independent production companies, to work on producing INSPIRED: Heroes of Change, an unscripted series featuring professional football figures who are using their platforms to improve their communities.
Announced the development of the H2H documentary with Elite Team Holdings, LLC that will be produced in partnership with NFL Films. The documentary will highlight the careers of the ten men that have won the Heisman Trophy and also have been enshrined into the Pro Football Hall of Fame.
Announced that the Highway 77 Music Festival will take place at the Hall of Fame Village powered by Johnson Controls, on Sunday, September 12, 2021.

Signed a multi-year partnership with the Women’s Football Alliance to host its four division championships at the Tom Benson Hall of Fame Stadium beginning this year.
Closed on the sale of 14.1 million shares of common stock in an underwritten public offering, which includes the full exercise of the underwriters’ over-allotment option, for gross proceeds of approximately $34.5 million.

 

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Signed a partnership with Dolphin Entertainment to create NFTs with the first tokens connected to the H2H platform.
Launched HOFL with the unveiling of 10 cities, team names and logos.
Launched “staking” of the 10 HOFL teams as well as the ability to purchase team logo merchandise online.

 

Subsequent To Quarter End Highlights

Announced multi-year partnership deal with American Standard and extended an agreement with PepsiCo Beverages North America.
Announced the launch of the first NFTs for the H2H Legend Series on May 17th, beginning with Heisman Trophy winner and Pro Football Hall of Fame enshrinee Tim Brown.

 

Conference Call

The Company will host a conference call and webcast Monday, May 17, 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 obtain or 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; 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.

 

Media/Investor Contacts:

For Hall of Fame Resort & Entertainment Company

Media Inquiries: public.relations@hofreco.com

Investor Inquiries: investor.relations@hofreco.com

 

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HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

   For the Three Months Ended
March 31,
 
   2021   2020 
         
Revenues          
Sponsorships, net of activation costs  $1,475,436   $1,660,928 
Rents and cost recoveries   41,883    274,780 
Event revenues   1,662    27,833 
Hotel revenues   396,338    - 
Total revenues  $1,915,319   $1,963,541 
           
Operating expenses          
Property operating expenses   6,008,999    6,683,986 
Hotel operating expenses   766,165    - 
Commission expense   166,667    450,854 
Depreciation expense   2,920,937    2,722,120 
Total operating expenses  $9,862,768   $9,856,960 
           
Loss from operations   (7,947,449)   (7,893,419)
           
Other expense          
Interest expense   (955,308)   (2,010,010)
Amortization of discount on note payable   (1,234,114)   (3,234,413)
Change in fair value of warrant liability   (116,351,000)   - 
Gain on forgiveness of debt   390,400    - 
Total other expense  $(118,150,022)  $(5,244,423)
           
Net loss  $(126,097,471)  $(13,137,842)
           
Non-controlling interest   (49,711)   - 
           
Net loss attributable to HOFRE stockholders  $(126,147,182)  $(13,137,842)
           
Net loss per share - basic and diluted  $(1.67)  $(2.42)
           
Weighted average shares outstanding, basic and diluted   75,350,163    5,436,000 

 

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HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   As of: 
   March 31,
2021
   December 31,
2020
 
   (unaudited)     
Assets        
Cash  $50,320,435   $7,145,661 
Restricted cash   18,228,113    32,907,800 
Accounts receivable, net   956,778    1,545,089 
Prepaid expenses and other assets   11,874,628    6,920,851 
Property and equipment, net   153,447,521    154,355,763 
Project development costs   116,017,357    107,969,139 
Total assets  $350,844,832   $310,844,303 
           
Liabilities and stockholders’ equity          
Liabilities          
Notes payable, net  $102,431,787   $98,899,367 
Accounts payable and accrued expenses   11,387,699    20,538,190 
Due to affiliate   1,922,868    1,723,556 
Warrant liability   84,298,000    19,112,000 
Other liabilities   5,114,112    5,489,469 
Total liabilities   205,154,466    145,762,582 
           
Commitments and contingencies (Note 7 and 8)          
           
Stockholders’ equity          
Undesignated preferred stock, $0.0001 par value; 4,947,200 shares authorized; no shares issued or outstanding at March 31, 2021 and December 31, 2020   -    - 
Common stock, $0.0001 par value; 300,000,000 shares authorized; 94,178,308 and 64,091,266 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively   9,419    6,410 
Additional paid-in capital   278,815,795    172,112,688 
Accumulated deficit   (132,988,053)   (6,840,871)
Total equity attributable to HOFRE   145,837,161    165,278,227 
Non-controlling interest   (146,795)   (196,506)
Total equity   145,690,366    165,081,721 
Total liabilities and stockholders’ equity  $350,844,832   $310,844,303 

 

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HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

   For the Three Months Ended
March 31,
 
   2021   2020 
         
Cash Flows From Operating Activities        
Net loss  $(126,097,471)  $(13,137,842)
Adjustments to reconcile net loss to cash flows used in operating activities          
Depreciation expense   2,920,937    2,722,120 
Amortization of note discounts   1,234,114    3,234,413 
Prepaid rent   -    (1,463,093)
Interest paid in kind   550,949    552,903 
Gain on forgiveness of debt   (390,400)   - 
Change in fair value of warrant liability   116,351,000    - 
Stock-based compensation expense   1,386,543    - 
Changes in operating assets and liabilities:          
Accounts receivable   588,311    239,783 
Prepaid expenses and other assets   (4,953,777)   (4,670)
Accounts payable and accrued expenses   (2,554,866)   (275,749)
Due to affiliates   199,312    2,294,821 
Other liabilities   (375,357)   1,367,740 
Net cash used in operating activities   (11,140,705)   (4,469,574)
           
Cash Flows From Investing Activities          
Additions to project development costs and property equipment   (16,826,627)   (7,164,875)
Net cash used in investing activities   (16,826,627)   (7,164,875)
           
Cash Flows From Financing Activities          
Proceeds from notes payable   5,100,000    19,109,624 
Repayments of notes payable   (2,777,154)   (1,825,630)
Payment of financing costs   (15,000)   (134,243)
Proceeds from equity raises   31,746,996    - 
Amounts due from exercise of warrants from transfer agent   3,450,015    - 
Proceeds from exercise of warrants   18,957,562    - 
Net cash provided by financing activities   56,462,419    17,149,751 
           
Net increase in cash and restricted cash   28,495,087    5,515,302 
           
Cash and restricted cash, beginning of year   40,053,461    8,614,592 
           
Cash and restricted cash, end of year  $68,548,548   $14,129,894 
           
Cash  $50,320,435   $911,015 
Restricted Cash   18,228,113    13,218,879 
Total cash and restricted cash  $68,548,548   $14,129,894 

 

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Non-GAAP Financial Measures

 

The Company 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 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
March 31,
 
   2021   2020 
Adjusted EBITDA Reconcilliation        
Net loss attributable to HOFRE stockholders  $(126,147,182)  $(13,137,842)
(Benefit from) provision for income taxes   -    - 
Interest expense   955,308    2,010,010 
Depreciation expense   2,920,937    2,722,120 
Amortization of note discounts   1,234,114    3,234,413 
EBITDA   (121,036,823)   (5,171,299)
           
Gain on forgiveness of debt   (390,400)   - 
Change in fair value of warrant liability   116,351,000    - 
Adjusted EBITDA  $(5,076,223)  $(5,171,299)

 

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