The accompanying notes are an integral part of these condensed consolidated financial statements.
The accompanying notes are an integral part of these condensed consolidated financial statements.
The accompanying notes are an integral part of these condensed consolidated financial statements.
The accompanying notes are an integral part of these condensed consolidated financial statements.
The accompanying notes are an integral part of these condensed consolidated financial statements.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 1: Organization and Nature of Business
Organization and Nature of Business
Hall of Fame Resort
& Entertainment Company, a Delaware corporation (together with its subsidiaries, unless the context indicates otherwise, the
“Company” or “HOFRE”), was incorporated in Delaware as GPAQ Acquisition Holdings, Inc., a wholly owned
subsidiary of our legal predecessor, Gordon Pointe Acquisition Corp. (“GPAQ”), a special purpose acquisition company.
On July 1, 2020, the
Company consummated a business combination with HOF Village, LLC, a Delaware limited liability company (“HOF Village”),
pursuant to an Agreement and Plan of Merger dated September 16, 2019 (as amended on November 6, 2019, March 10, 2020 and May 22,
2020, the “Merger Agreement”), by and among the Company, GPAQ, GPAQ Acquiror Merger Sub, Inc., a Delaware corporation
(“Acquiror Merger Sub”), GPAQ Company Merger Sub, LLC, a Delaware limited liability company (“Company Merger
Sub”), HOF Village and HOF Village Newco, LLC, a Delaware limited liability company (“Newco”). The transactions
contemplated by the Merger Agreement are referred to in this Form 10-Q as the “Business Combination.”
Upon the consummation
of the Business Combination: (i) Acquiror Merger Sub merged with and into GPAQ, with GPAQ continuing as the surviving entity (the
“Acquiror Merger”) and (ii) Company Merger Sub merged with and into Newco, with Newco continuing as the surviving entity
(the “Company Merger”). In advance of the Company Merger, HOF Village transferred all of its assets, liabilities and
obligations to Newco pursuant to a contribution agreement. In connection with the closing of the Business Combination, the Company
changed its name from “GPAQ Acquisition Holdings, Inc.” to “Hall of Fame Resort & Entertainment Company.”
As a result of the Business Combination, GPAQ and Newco continue as the Company’s wholly owned subsidiaries. Upon consummation
of the Business Combination and, in connection therewith, HOFRE became a successor issuer to GPAQ by operation of Rule 12g-3(a)
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Business Combination is,
in substance, a reverse merger recapitalization and accordingly, the historical financials prior to the date of the Business Combination
in these condensed consolidated financial statements are those of HOF Village LLC and its subsidiaries. The Business Combination
is further described in Note 11.
The Company is a resort and entertainment
company leveraging the power and popularity of professional football and its legendary players in partnership with the National
Football Museum, Inc., doing business as the Pro Football Hall of Fame (“PFHOF”). Headquartered in Canton, Ohio, the
Company owns the Hall of Fame Village powered by Johnson Controls, a multi-use sports, entertainment and media destination centered
around the PFHOF’s campus. The Company is creating a diversified set of revenue streams through developing themed attractions,
premier entertainment programming, sponsorships and media.
The Company has entered into several agreements
with PFHOF, an affiliate of HOFRE, and certain government entities, which outline the rights and obligations of each of the parties
with regard to the property on which the Hall of Fame Village powered by Johnson Controls sits, portions of which are owned by
the Company and portions of which are net leased to the Company by the government entities (see Note 7). Under these agreements,
the PFHOF and the government entities are entitled to use portions of the Hall of Fame Village powered by Johnson Controls on a
direct-cost basis.
On December 11, 2018, the HOF Village entered
into the Master Transaction Agreement (the “Master Transaction Agreement”), whereby, among other things, it amended
the HOF Village LLC Agreement (see Note 4).
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 1: Organization and Nature of Business (continued)
Liquidity and Going Concern
The Company has sustained recurring losses
and negative cash flows from operations through September 30, 2020. In addition, its Bridge Loan (defined below) matures on November
30, 2020, which is within 12 months from the issuance of these condensed consolidated financial statements. Since inception, the
Company’s operations have been funded principally through the issuance of debt. As of September 30, 2020, the Company had
approximately $16 million of restricted cash. On July 1, 2020, the Company consummated the Business Combination, whereby the Company’s
then outstanding convertible notes were converted into shares of common stock in HOFRE, $15.0 million of the Bridge Loan was converted
into equity and $15.5 million of the Bridge Loan was repaid with proceeds from the Business Combination. The balance of the Bridge
Loan of approximately $34.5 million as of September 30, 2020, and has been guaranteed by Industrial Realty Group, LLC (“Industrial
Realty Group”). In the event that Industrial Realty Group advances funds to the Company to pay off the Bridge Loan, under
the terms of the guarantee, Industrial Realty Group will become a lender to the Company with a new maturity date of August 2021.
These factors raise doubt about the Company’s ability to continue operations as a going concern.
The Company expects that it will need to
raise additional financing to accomplish its development plan over the next several years. The Company is seeking to obtain additional
funding through debt, construction lending, and equity financing. There are no assurances that the Company will be able to raise
capital on terms acceptable to the Company or at all, or that cash flows generated from its operations will be sufficient to meet
its current operating costs. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to
reduce the scope of its planned development, which could harm its financial condition and operating results, or it may not be able
to continue to fund its ongoing operations. If management is unable to execute its planned debt and equity financing initiatives,
these conditions raise substantial doubt about the Company’s ability to continue as a going concern to sustain operations
for at least one year from the issuance of these consolidated financial statements. The accompanying consolidated financial statements
do not include any adjustments that might result from the outcome of these uncertainties.
Basis of Presentation
The accompanying unaudited condensed consolidated
financial statements of the Company for the three and nine months ended September 30, 2020 and 2019 have been prepared in accordance
with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information
and Rule 10 of Securities and Exchange commission (“SEC”) Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by U.S. GAAP for audited financial statements. However, in the opinion of management of the
Company, all adjustments (consisting solely of normal recurring adjustments) necessary for the fair presentation of the financial
position and operating results have been included in these statements. These unaudited condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31,
2019, filed with the SEC on March 10, 2020 in GPAQ Acquisition Holdings, Inc.’s Registration Statement on Form S-4 (Registration
No. 333-234655).
Operating results for the three and nine
months ended September 30, 2020 are not necessarily indicative of the results that may be expected for any subsequent quarters
or for the year ending December 31, 2020.
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 2: Summary of Significant Accounting Policies
Consolidation
The unaudited condensed consolidated financial
statements include the accounts and activity of the Company, and its wholly owned subsidiaries. Investments in a variable interest
entity in which the Company is not the primary beneficiary, or where the Company does not own a majority interest but has the ability
to exercise significant influence over operating and financial policies, are accounted for using the equity method. All intercompany
profits, transactions and balances have been eliminated in consolidation.
The Company owns a 60% interest in Mountaineer
GM, LLC (“Mountaineer”), whose results are consolidated into the Company’s results of operations. The Company
acquired 60% of the equity interests in Mountaineer for a purchase price of $100 from one of its related parties. See Note 9 for
additional information on the terms of the agreement. The portion of Mountaineer’s net loss that is not attributable to the
Company is included in non-controlling interest.
Emerging Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the
“Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and
it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports
and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
stockholder approval of any golden parachute payments not previously approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared
effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised
financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and
comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company
has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has
different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised
standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial
statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted
out of using the extended transition period difficult or impossible because of the potential differences in accounting standards
used.
Use of Estimates
The preparation of the unaudited condensed
consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited
condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The
most significant estimates and assumptions for the Company relate to bad debt, depreciation, costs capitalized to project development
costs, useful lives of assets, fair value of financial instruments, and estimates and assumptions used to measure impairment.
Management adjusts such estimates when facts and circumstances dictate. Actual results could differ from those estimates.
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 2: Summary of Significant Accounting Policies (continued)
Property and Equipment and Project Development
Costs
Property and equipment are recorded at
historical cost and are depreciated using the straight-line method over the estimated useful lives of the assets. During the construction
period, the Company capitalizes all costs related to the development of the Hall of Fame Village powered by Johnson Controls. Project
development costs include predevelopment costs, amortization of finance costs, real estate taxes, insurance, and other project
costs incurred during the period of development. The capitalization of costs began during the preconstruction period, which the
Company defines as activities that are necessary to the development of the project. The Company ceases cost capitalization when
a portion of the project is held available for occupancy and placed into service. This usually occurs upon substantial completion
of all costs necessary to bring a portion of the project to the condition needed for its intended use, but no later than one year
from the completion of major construction activity. The Company will continue to capitalize only those costs associated with the
portion still under construction. Capitalization will also cease if activities necessary for the development of the project have
been suspended. As of September 30, 2020, the second two phases of the project remained subject to such capitalization.
The Company reviews its property and equipment
and projects under development for impairment whenever events or changes indicate that the carrying value of the long-lived assets
may not be fully recoverable. In cases where the Company does not expect to recover its carrying costs, an impairment charge is
recorded.
The Company measures and records impairment
losses on its long-lived assets when indicators of impairment are present and the undiscounted cash flows estimated to be generated
by those assets are less than their carrying amount. Considerable judgment by management is necessary to estimate undiscounted
future operating cash flows and fair values and, accordingly, actual results could vary significantly from such estimates. On
January 18, 2019, management determined that previously capitalized costs for the development of a hotel should be written off
because plans for this particular hotel and site location have been abandoned and will not benefit the current plans for another
hotel elsewhere on the site. Management reviewed its capitalized costs and identified the costs that had no future benefit. The
Company recorded a $12,194,783 charge as a loss on abandonment of project development costs within the accompanying statement
of operations.
Cash and Restricted Cash
The Company considers all highly liquid
investments with an original maturity of three months or less when purchased, to be cash equivalents. There were no cash equivalents
at September 30, 2020 and December 31, 2019, respectively. The Company maintains its cash and escrow accounts at national financial
institutions. The balances, at times, may exceed federally insured limits.
Restricted cash includes escrow reserve
accounts for capital improvements and debt service as required under certain of the Company’s debt agreements. The balances
at September 30, 2020 and December 31, 2019 were $15,917,555 and $5,796,398, respectively.
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 2: Summary of Significant Accounting Policies (continued)
Accounts Receivable
Accounts receivable are generally amounts
due under sponsorship and other agreements. Accounts receivable are reviewed for delinquencies on a case by case basis and are
considered delinquent when the sponsor or debtor has missed a scheduled payment. Interest is not charged on delinquencies.
The carrying amount of accounts receivable
is reduced by an allowance that reflects management’s best estimate of the amounts that will not be collected. Management
individually reviews all delinquent accounts receivable balances and based on an assessment of current creditworthiness, estimates
the portion, if any, of the balance that will not be collected. At September 30, 2020 and December 31, 2019, the Company had an
allowance for doubtful accounts of $0 and $1,306,047, respectively, which related to the Company’s receivable from Youth
Sports Management, LLC (“Youth Sports”). See Note 7 for additional information on Youth Sports.
Deferred Financing Costs
Costs incurred in obtaining financing
are capitalized and amortized to additions in project development costs during the construction period over the term of the related
loans, without regard for any extension options until the project or portion thereof is considered substantially complete. Upon
substantial completion of the project or portion thereof, such costs are amortized as interest expense over the term of the related
loan. Any unamortized costs are shown as an offset to Notes Payable on the accompanying unaudited condensed consolidated balance
sheet.
Investment in Joint Venture
The Company previously used the equity
method to record the activities of its 50% owned joint venture in Youth Sports. The equity method of accounting required that
the Company recognize its initial capital investment at cost and subsequently, its share of the earnings or losses in the joint
venture. The joint venture agreement was structured whereby the Company was not at risk for losses above its original capital
investment. Therefore, the Company did not record a deficit that would have resulted in the equity being negative from the investment
in joint venture.
The maximum exposure to loss represented
the potential loss of assets which may have been recognized by the Company relating to its investment in the joint venture. On
May 29, 2020, the Company acquired the remaining 50% in Youth Sports for the accounts receivable amounts due from them, which
was fully reserved as of the date of the transaction. The results of this non-cash transaction increased the Company’s interest
to 100%. Upon acquisition, the Company consolidated the Youth Sports joint venture, an inactive voting interest entity. The Company
accounted for the transaction as an asset acquisition under a cost accumulation model, and no gain on the change of control of
interest was recognized in the consolidation, resulting in no consolidated assets or liabilities.
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 2: Summary of Significant Accounting Policies (continued)
Income Taxes
The Company utilizes an asset and liability
approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after
adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent
the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the
enacted tax rates in effect for the years in which the differences are expected to reverse.
The Company evaluates the recoverability
of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred
tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon
an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income
taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of
reserves may be necessary.
Tax benefits are recognized only for tax
positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured
as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized
tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition
and measurement standards. As of September 30, 2020 and December 31, 2019, no liability for unrecognized tax benefits was required
to be reported.
The Company’s policy for recording
interest and penalties associated with tax audits is to record such items as a component of general and administrative expense.
There were no amounts accrued for penalties and interest for the periods September 30, 2020 and 2019. The Company does not expect
its uncertain tax position to change during the next twelve months. Management is currently unaware of any issues under review
that could result in significant payments, accruals or material deviations from its position. The Company’s effective tax
rates of zero differ from the statutory rate for the periods presented primarily due to the Company’s net operating loss,
which was fully reserved for all periods presented.
The Company has identified its United States
tax return and its state tax return in Ohio as its “major” tax jurisdictions, and such returns for the years 2016 through
2019 remain subject to examination.
Net Loss Per Common Share
Net loss per common share is computed by dividing net loss by
the weighted average number of common shares outstanding for the period. The Company has not considered the effect of warrants
sold in the Private Placement to purchase 17,400,000 shares of Class A common stock in the calculation of diluted net loss per
share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net loss per
common share is the same as basic net loss per common share for the periods presented.
Revenue Recognition
The Company has adopted ASC 606, Revenue
with Contracts with Customers, with a date of initial application of January 1, 2019. As a result, the Company has updated
its accounting policy for revenue recognition to reflect the new standard. Under ASC 606, revenue is recognized when a customer
obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive
in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within
the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify
the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the
performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation.
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 2: Summary of Significant Accounting Policies (continued)
Revenue Recognition (continued)
The Company generates revenues from various
streams such as sponsorship agreements, rents, cost recoveries and events. The sponsorship arrangements, in which the customer
sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time, recognized
revenue on a straight-line basis over the time period specified in the contract. Refer to Note 6 for more details. Revenue for
rents, cost recoveries and events are recognized at the time the respective event or service has been performed.
A performance obligation is a promise
in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance
obligation, the Company allocates the transaction price to each performance obligation based on its relative standalone selling
price. Such prices are generally determined using prices charged to customers or using the Company’s expected cost plus
margin. Revenue is recognized as the Company’s performance obligations are satisfied. If consideration is received in advance
of the Company’s performance, including amounts which are refundable, recognition of revenue is deferred until the performance
obligation is satisfied or amounts are no longer refundable.
Advertising
The Company expenses all advertising and
marketing costs as they are incurred. Total advertising and marketing costs for the three months ended September 30, 2020 and
2019 were $45,976 and $244,057, respectively, and for the nine months ended September 30, 2020 and 2019 were $313,571 and $285,831,
respectively, which are recorded as property operating expenses on the Company’s unaudited condensed consolidated statements
of operations.
The Company received a grant of $100,000
from Visit Canton on April 3, 2020, which grant is to be used to generate visitors to the Canton area through the Company’s
events. This grant will be used to offset future marketing and tourism expenses. The grant is recorded in other liabilities on
the Company’s unaudited condensed balance sheet.
Ground Rent Expense
Ground rent expense is recognized on a
straight-line basis over the life of the related operating lease.
Hall of Fame Resort &
Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 2: Summary of Significant Accounting Policies (continued)
Stock-Based Compensation
The Company recognizes compensation expense
for all equity-based payments in accordance with ASC 718 “Compensation – Stock Compensation.” Under fair value
recognition provisions, the Company recognizes equity-based compensation net of an estimated forfeiture rate and recognizes compensation
cost only for those shares expected to vest over the requisite service period of the award.
Restricted stock awards are granted at
the discretion of the Compensation Committee of the Company’s board of directors (the “Board of Directors”).
These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over
a 12 to 36-month period.
Recent Accounting Standards
In February 2016, FASB issued Accounting Standards Update (“ASU”)
No. 2016-02, Leases (Topic 842), as modified by subsequently issued ASU Nos. 2018-01, 2018-10, 2018-11, 2018-20 and 2019-01 (collectively
“ASU 2016-02”). This ASU is effective for private companies beginning after December 15, 2021. ASU 2016-02 requires
recognition of right-of-use assets and lease liabilities on the balance sheet. Most prominent among the changes in ASU 2016-02
is the lessees’ recognition of a right-of-use asset and a lease liability for operating leases. The right-of-use asset and
lease liability are initially measured based on the present value of committed lease payments. Leases are classified as either
finance or operating, with classification affecting the pattern of expense recognition. Expenses related to operating leases are
recognized on a straight-line basis, while those related to financing leases are recognized under a front-loaded approach in which
interest expense and amortization of the right-of-use asset are presented separately in the statement of operations. As the Company
is an emerging growth company and following private company deadlines, the Company has an additional deferral under this ASU to
adopt beginning after December 15, 2021. Similarly, lessors are required to classify leases as sales-type, finance or operating
with classification affecting the pattern of income recognition. Classification for both lessees and lessors is based on an assessment
of whether risks and rewards as well as substantive control have been transferred through a lease contract. ASU 2016-02 also requires
qualitative and quantitative disclosures to assess the amount, timing and uncertainty of cash flows arising from leases. The Company
is currently evaluating the impact of the pending adoption of this new standard on its unaudited condensed consolidated financial
statements.
Hall of Fame Resort &
Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 2: Summary of Significant Accounting Policies (continued)
Recent Accounting Standards (continued)
In December 2019, the FASB issued ASU
2019-12, Income Taxes (“Topic 740”): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU
2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. ASU
2019-12 also simplifies aspects of accounting for franchise taxes and clarifies the accounting for transactions that result in
a step-up in the tax basis of goodwill. ASU 2019-12 is effective for annual and interim financial statement periods beginning
after December 15, 2021, with early adoption permitted. The Company is currently evaluating the impact of the pending adoption
of this new standard on its unaudited condensed consolidated financial statements.
In January 2020, the FASB issued ASU No.
2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint-Ventures (Topic 323), and Derivatives
and Hedging (Topic 815), clarifying the Interactions between Topic 321, Topic 323, and Topic 815. This ASU is effective for private
companies beginning after December 15, 2021. Early application is permitted, including early adoption in an interim period for
public business entities for periods for which financial statements have not yet been issued. An entity should apply ASU No. 2020-01
prospectively at the beginning of the interim period that includes the adoption date. This ASU among other things clarifies that
a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting
under Topic 323, Investments—Equity Method and Joint Ventures, for the purposes of applying the measurement alternative in
accordance with Topic 321 immediately before applying or upon discontinuing the equity method. The new ASU clarifies that, when
determining the accounting for certain forward contracts and purchased options a company should not consider, whether upon settlement
or exercise, if the underlying securities would be accounted for under the equity method or fair value option. The Company is currently
evaluating the impact of the pending adoption of this new standard on its unaudited condensed consolidated financial statements.
Hall of Fame Resort &
Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 2: Summary of Significant Accounting Policies (continued)
Recent Accounting Standards (continued)
In March 2019, the FASB issued ASU 2019-01,
“Leases (Topic 842): Codification Improvements,” which requires an entity (a lessee or lessor) to provide transition
disclosures under Topic 250 upon adoption of Topic 842. In February 2020, the FASB issued ASU 2020-02, “Financial Instruments
– Credit Losses (Topic 326): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to
SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases.” The ASU adds and amends SEC paragraphs
in the ASC to reflect the issuance of SEC Staff Accounting Bulletin No. 119 related to the new credit losses standard and comments
by the SEC staff related to the revised effective date of the new leases standard. This new standard is effective for fiscal years
beginning after December 15, 2021, including interim periods within fiscal years beginning after December 15, 2022. Early adoption
is permitted. The Company is currently evaluating the impact of the pending adoption of this new standard on its unaudited condensed
consolidated financial statements.
Subsequent Events
Subsequent events have been evaluated
through November 4, 2020, the date the unaudited condensed consolidated financial statements were issued. Other than what
has been disclosed in the unaudited condensed consolidated financial statements, no other events have been identified requiring
disclosure or recording.
Note 3: Property and Equipment and Project Development Costs
Property and equipment consists of the
following:
|
|
Useful Life
|
|
September 30,
2020
|
|
|
December 31,
2019
|
|
Land
|
|
|
|
$
|
278,556
|
|
|
$
|
278,556
|
|
Land improvements
|
|
25 years
|
|
|
31,078,211
|
|
|
|
31,078,211
|
|
Building and improvements
|
|
15 to 39 years
|
|
|
128,756,221
|
|
|
|
128,599,831
|
|
Equipment
|
|
5 to 10 years
|
|
|
1,313,488
|
|
|
|
1,313,488
|
|
Property and equipment, gross
|
|
|
|
|
161,426,476
|
|
|
|
161,270,086
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: accumulated depreciation
|
|
|
|
|
(34,557,668
|
)
|
|
|
(26,359,199
|
)
|
Property and equipment, net
|
|
|
|
$
|
126,868,808
|
|
|
$
|
134,910,887
|
|
|
|
|
|
|
|
|
|
|
|
|
Project development costs
|
|
|
|
$
|
122,011,617
|
|
|
$
|
88,587,699
|
|
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 3: Property and Equipment and Project Development Costs
(continued)
For the three months ended September 30,
2020 and 2019, the Company recorded depreciation expense of $2,753,046 and $2,751,229, respectively, and for the nine months ended
September 30, 2020 and 2019, of $8,198,469 and $8,163,962, respectively. Additionally, the Company recorded a charge of $12,194,783
for the nine months ended September 30, 2019 for a loss on abandonment of project development costs for previously capitalized
development costs within the accompanying unaudited condensed consolidated statement of operations. For the nine months ended
September 30, 2020 and 2019, the Company incurred $33,423,918 and $11,503,900 of capitalized project development costs, respectively.
Note 4: Notes Payable, net
Notes payable, net consisted of the following
at September 30, 2020:
|
|
Gross
|
|
|
Discount
|
|
|
Net
|
|
Bridge loan
|
|
$
|
34,500,000
|
|
|
$
|
-
|
|
|
$
|
34,500,000
|
|
TIF loan
|
|
|
9,752,000
|
|
|
|
(1,680,594
|
)
|
|
|
8,071,406
|
|
Syndicated unsecured term loan
|
|
|
167,980
|
|
|
|
-
|
|
|
|
167,980
|
|
Naming rights securitization loan
|
|
|
3,703,260
|
|
|
|
(227,762
|
)
|
|
|
3,475,498
|
|
City of Canton Loan
|
|
|
3,500,000
|
|
|
|
(7,976
|
)
|
|
|
3,492,024
|
|
New Market/SCF
|
|
|
2,862,980
|
|
|
|
-
|
|
|
|
2,862,980
|
|
Constellation EME
|
|
|
9,900,000
|
|
|
|
-
|
|
|
|
9,900,000
|
|
IRG November Note
|
|
|
13,770,681
|
|
|
|
(7,095
|
)
|
|
|
13,763,586
|
|
Paycheck protection plan loan
|
|
|
390,400
|
|
|
|
-
|
|
|
|
390,400
|
|
JKP Capital loan
|
|
|
6,953,831
|
|
|
|
(19,133
|
)
|
|
|
6,934,698
|
|
Convertible PIPE Notes
|
|
|
21,249,506
|
|
|
|
(13,897,581
|
)
|
|
|
7,351,925
|
|
MKG DoubleTree Loan
|
|
|
15,300,000
|
|
|
|
(570,501
|
)
|
|
|
14,729,499
|
|
Canton Cooperative Agreement
|
|
|
2,670,000
|
|
|
|
(182,723
|
)
|
|
|
2,487,277
|
|
Total
|
|
$
|
124,720,638
|
|
|
$
|
(16,593,365
|
)
|
|
$
|
108,127,273
|
|
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 4: Notes Payable, net (continued)
Notes payable, net consisted of the following
at December 31, 2019:
|
|
Gross
|
|
|
Discount
|
|
|
Net
|
|
Bridge loan
|
|
$
|
65,000,000
|
|
|
$
|
(361,655
|
)
|
|
$
|
64,638,345
|
|
TIF loan
|
|
|
9,847,000
|
|
|
|
(1,721,761
|
)
|
|
|
8,125,239
|
|
Syndicated unsecured term loan
|
|
|
6,803,530
|
|
|
|
(2,838,067
|
)
|
|
|
3,965,463
|
|
Preferred equity loan
|
|
|
99,603,847
|
|
|
|
(53,365,911
|
)
|
|
|
46,237,936
|
|
Land loan with affiliate
|
|
|
1,273,888
|
|
|
|
-
|
|
|
|
1,273,888
|
|
Naming rights securitization loan
|
|
|
9,235,845
|
|
|
|
(566,096
|
)
|
|
|
8,669,749
|
|
McKinley Grand Mortgage
|
|
|
1,900,000
|
|
|
|
(51,787
|
)
|
|
|
1,848,213
|
|
CH capital lending
|
|
|
1,807,339
|
|
|
|
-
|
|
|
|
1,807,339
|
|
Convertible notes
|
|
|
17,310,252
|
|
|
|
(471,965
|
)
|
|
|
16,838,287
|
|
IRG November note
|
|
|
11,585,792
|
|
|
|
(67,537
|
)
|
|
|
11,518,255
|
|
Total
|
|
$
|
224,367,493
|
|
|
$
|
(59,444,779
|
)
|
|
$
|
164,922,714
|
|
During the three months ended September 30, 2020 and 2019, the
Company recorded amortization of note discounts of $3,043,738 and $3,400,514, respectively. During the nine months ended September
30, 2020 and 2019, the Company recorded amortization of note discounts of $9,721,484 and $10,302,822, respectively.
Accrued Interest on Notes Payable
As of September 30, 2020 and December
31, 2019, accrued interest on notes payable, were as follows:
|
|
September 30,
2020
|
|
|
December 31,
2019
|
|
Bridge loan
|
|
$
|
3,599,976
|
|
|
$
|
2,084,711
|
|
Preferred equity loan
|
|
|
-
|
|
|
|
717,286
|
|
Land loan with affiliate
|
|
|
-
|
|
|
|
101,662
|
|
Constellation EME
|
|
|
259,229
|
|
|
|
-
|
|
New Market/SCF
|
|
|
51,352
|
|
|
|
-
|
|
Naming rights securitization loan
|
|
|
-
|
|
|
|
30,786
|
|
Mortgage McKinley Grand
|
|
|
-
|
|
|
|
41,821
|
|
Paycheck Protection Program Loan
|
|
|
1,722
|
|
|
|
-
|
|
JKP Capital Note
|
|
|
208,221
|
|
|
|
-
|
|
SCF Subordinated Note
|
|
|
1,111
|
|
|
|
-
|
|
Convertible notes
|
|
|
-
|
|
|
|
269,271
|
|
MKG Doubletree loan
|
|
|
35,630
|
|
|
|
-
|
|
Total
|
|
$
|
4,157,241
|
|
|
$
|
3,245,537
|
|
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 4: Notes Payable, net (continued)
Accrued Interest on Notes Payable (continued)
The amounts above were included in accounts
payable and accrued expenses and other liabilities on the Company’s unaudited condensed consolidated balance sheet, as follows:
|
|
September 30,
2020
|
|
|
December 31,
2019
|
|
Accounts payable and accrued expenses
|
|
$
|
4,157,241
|
|
|
$
|
2,528,251
|
|
Other liabilities
|
|
|
-
|
|
|
|
717,286
|
|
|
|
$
|
4,157,241
|
|
|
$
|
3,245,537
|
|
Bridge Loan
On June 30, 2020, the Company entered into an amendment to the
$65 million bridge loan (the “Bridge Loan”) dated March 20, 2018 among us, various lenders party thereto (“Lenders”)
and GACP Finance Co., LLC (“GACP”), as administrative agent (the “Term Loan Agreement”), which further
extended the maturity date to November 30, 2020, updated certain defined terms to align with the final transaction structure resulting
from the Business Combination, specified the amount of proceeds from the Business Combination and Private Placement (defined below)
that were required to be paid towards amounts outstanding under the Term Loan Agreement (the “Gordon Pointe Transaction Prepayment
Amount”), added a fee payable to certain Lenders relative to the amounts owed after giving effect to the Gordon Pointe Transaction
Prepayment Amount, amended various provisions related to mandatory prepayments of outstanding amounts owed under the Term Loan
Agreement (including, but not limited to, prepayments due in connection with future equity and debt raises), and other minor amendments
regarding HOF Village Hotel II, LLC (“HOF Village Hotel II”) and Mountaineer to facilitate their planned operations.
The Bridge Loan has an exit fee of 1% on the balance due at the maturity of the loan, which the Company is accreting over the term
of the Bridge Loan.
At the date of the
Business Combination, on July 1, 2020, the Company used proceeds from the Business Combination to pay $15,500,000 on the Bridge
Loan, while an additional $15,000,000 converted into equity in the newly formed HOFRE. The remaining balance following the Business
Combination was approximately $34,500,000. The maturity date on the remaining balance has been extended one month to November 30,
2020. Should the Company be unable to pay off the principal balance at maturity, Industrial Realty Group has agreed to advance
funds to the Company to pay off the Bridge Loan, under the terms of the guarantee. As a result, Industrial Realty Group would become
a lender to the Company with a maturity date of August 2021.
TIF Loan
For the Company, the Development Finance
Authority of Summit County (“DFA Summit”) offered a private placement of $10,030,000 in taxable development revenue
bonds, Series 2018. The bond proceeds are to reimburse the developer for costs of certain public improvements at the Hall of Fame
Village powered by Johnson Controls, which are eligible uses of tax-incremental funding (“TIF”) proceeds.
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 4: Notes payable, Net (continued)
TIF Loan (continued)
Under the cooperative agreement entered
into by the Company, two subsidiaries, the City of Canton, DFA Summit, Stark County Port Authority, and the bank trustee, the
Company and certain subsidiaries have been exempted from certain real estate taxes. However, the Company must make real estate
tax payments on the TIF parcels sufficient to cover future required payments on the bond debt service until the 2018 bonds are
no longer outstanding. This is a significant commitment made by the Company and is guaranteed by an individual’s trust,
an individual, and two subsidiaries of the Company.
Since the bond debt service is fixed and determinable, a liability
has been recorded as of September 30, 2020 and December 31, 2019, representing the present value of the future bond debt service
payments. The term of the TIF requires the Company to make installment payments through July 31, 2048. The current imputed interest
rate is 5.2%, which runs through July 31, 2028. The imputed interest rate then increases to 6.6% through July 31, 2038 and finally
increases to 7.7% through the remainder of the TIF. The Company is required to make payments on the TIF semi-annually in June and
December each year. During the nine months ended September 30, 2020 and 2019, the Company made principal payments on this loan
totaling $95,000 and $90,000, respectively.
Syndicated Unsecured Term Loan and Preferred
Equity Loan
On January 1, 2016,
as amended and restated on October 15, 2017, the Company entered into a financing agreement with a syndicate of lenders, including
affiliates of IRG Canton Village Member, LLC, a member of HOF Village (the “IRG Member”), for a loan amount up to $150,000,000
as an unsecured promissory note (the “Syndicated Unsecured Term Loan”). The Syndicated Unsecured Term Loan may not
be prepaid either in whole or in part until the initial maturity date without the express consent of the lender. Proceeds from
the Syndicated Unsecured Term Loan are intended to cover working capital and the construction costs for venues including the Tom
Benson Hall of Fame Stadium, youth fields, and campus infrastructure projects. The maturity date is February 26, 2021, and
the Syndicated Unsecured Term Loan accrues interest at a rate of 12% per annum.
On December 11, 2018,
the Company and various parties signed the Master Transaction Agreement setting forth various terms and conditions for the development
of the Hall of Fame Village powered by Johnson Controls. As part of the Master Transaction Agreement, American Capital Center,
LLC (“ACC”), an affiliate of the Company, exchanged $106,450,000 of the Company’s debt and $24,470,142 of accrued
interest and origination fees, as well as $336,579 of amounts due to PFHOF, by converting it to preferred equity instruments with
a face value of $95,500,000 and an amended subordinated debt agreement with a face value of $6,450,000. In accordance with the
Extinguishment of Liabilities subtopic of the FASB ASC 470-50, given that ACC was a related party, the Company treated the
Master Transaction Agreement as a capital transaction and recapitalized the debt to equity in the amount of $96,076,120, net of
discounts and unamortized deferred financing costs.
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 4: Notes payable, Net (continued)
Syndicated Unsecured Term Loan and Preferred
Equity Loan (continued)
The subordinated debt
accrues interest at a rate of 5% and the balance is due February 26, 2021. The remaining subordinated debt is subordinate to the
Bridge Loan. Additionally, the subordinated debt contains a payment-in-kind (“PIK”) interest provision, which represents
contractually deferred interest added to the subordinated debt outstanding balance that is due at maturity. For the three months
ended September 30, 2020 and 2019, the Company incurred PIK interest of $2,074 and $85,107, respectively. For the nine months ended
September 30, 2020 and 2019, the Company incurred PIK interest of $254,333 and $249,415, respectively. As part of the Business
Combination, on July 1, 2020, the entire balance of the Preferred Equity Loan’s and all but $167,980 of the Syndicated Unsecured
Term Loan outstanding were converted into and aggregate of 13,762,039 shares of common stock.
Land Loan with Affiliate
On July 10, 2017,
the Company entered into a promissory note with the PFHOF, an affiliate of HOFRE, for purpose of the acquisition of land at the
Hall of Fame Village powered by Johnson Controls. The promissory note had an outstanding balance of $1,273,888 at June 30, 2020
and December 31, 2019, which bore interest at a rate of 1.22% per annum. The loan may be prepaid in whole or in part without penalty.
For any unpaid balance after December 31, 2017, the interest rate was increased by 5%. The loan was subordinate to the Bridge Loan
and had a maturity date of February 26, 2023. On July 2, 2020, the Company issued 580,000 shares in exchange of (a) full satisfaction
of the promissory note in the amount of $1,273,888, (b) accrued interest in the amount of $50,158, and (c) other amounts due to
PFHOF in the amount of $4,266,793. The Company determined that the issuance of shares for full satisfaction of the note resulted
in a loss on extinguishment of debt of $209,160.
Naming Rights Securitization Loan
On November 9, 2017,
the Company, through a subsidiary, JCIHOFV Financing, LLC, entered into a secured loan with a financial institution for $22,800,000,
collateralized by the entire payment stream of the Johnson Controls Naming Rights Agreement, dated November 17, 2016 (see Note
6). Monthly payments include principal and interest at 4% per annum with the remaining principal balance due on March 31, 2021.
The loan may not be prepaid, in whole or in part, without paying the prepayment premium, which is equal to the present value of
the remaining interest payments.
City of Canton Loan
On December 30, 2019, the Company entered into a loan facility
with the City of Canton, OH, whereby it may borrow up to $3,500,000. The loan accrues interest at a rate of one-half percent (0.5%)
per annum. Upon an event of default, the interest rate will increase to five percent (5%) per annum on the outstanding balance
at the time of default. The loan shall mature on July 1, 2027. During the three months ended September 30, 2020, the Company borrowed
$903,765 on the loan and for the nine months ended September 30, 2020, the Company borrowed the maximum amount of $3,500,000 on
the loan. The Company has the option to extend the loan’s maturity date for three years, to July 1, 2030 if the Company meets
certain criteria in terms of the hotel occupancy level and maintaining certain financial ratios.
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 4: Notes payable, Net (continued)
New Market/SCF
On December 30, 2019, the Company entered
into a loan facility with New Market Project, Inc., whereby it may borrow up to $3,000,000, of which the proceeds are to be used
for the development of McKinley Grand Hotel, as described below. During the three months ended September 30, 2020, the Company
borrowed $651,667 and during the nine months ended September 30, 2020 the Company borrowed $2,862,980 on this facility. The loan
has a maturity date of December 30, 2024 and accrues interest at a rate of 4% per annum. In the event of default, including failure
to pay upon final maturity, the interest rate shall increase by adding a 5% fee that applies to each succeeding interest rate
change that would have applied had there been no default.
McKinley Grand Mortgage
On October 22, 2019, the Company purchased
the McKinley Grand Hotel in Canton, Ohio for $3.9 million, which was partially financed by separate notes payable of $1,900,000
and $1,807,339.
The $1,807,339 note payable, in favor of
CH Capital Lending, LLC (the “CH Capital Note”), accrued interest at a fixed rate equal to 10% per annum. The Company
was required to make payments commencing on or prior to December 30, 2019. The maturity date of the CH Capital Note was April 30,
2020 and interest was payable quarterly. The Company was previously in default on the CH Capital Note, however the CH Capital Note
was paid in full on June 24, 2020, as discussed below.
The $1,900,000 note payable had a maturity
date of October 22, 2021. Interest accrued at a rate equal to the greater of (i) 3.75% or (ii) the sum of the LIBOR rate plus 2.75%.
The Company was required to make interest payments commencing on November 1, 2019, and on the first day of each successive month
until the note was repaid. In September 2020, the Company paid off the full outstanding $1,900,000 principal and interest owed,
using proceeds from the MKG Double Tree Loan.
Constellation EME
On December 30, 2019, the Company entered into a loan facility
with Constellation NewEnergy, Inc. (“Constellation”) whereby it may borrow up to $9,900,000 (the “Constellation
Loan Facility”). The proceeds of the Constellation Loan Facility are to be held in escrow by a custodian to fund future development
costs. The proceeds will be released from escrow as development costs are incurred. The Constellation Loan Facility was amended
on April 13, 2020 to modify the payment schedule and maturity date, reflecting current project timetables. The maturity date is
December 31, 2022 and payments are due in 29 monthly installments totaling $11,075,000, with an effective interest rate of 6.1%.
Beginning in August 2020 through December 2020, the monthly installment amount is $55,000, which increases in January 2021 to $450,000
through December 2022. During the nine months ended September 30, 2020, the Company borrowed the full amount under the Constellation
Loan Facility.
As of September 30, 2020, $2,779,153 of
such funds had been released from the custodial accounts to the Company under the Constellation Loan Facility.
The Company also has a sponsorship agreement
with Constellation. Refer to Note 6 for additional information.
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 4: Notes payable, Net (continued)
Convertible Notes
On December 24, 2018, the Company issued
a series of convertible notes totaling $7,750,000 (the “Convertible Notes”). The notes accrued interest at a rate of
10%, with payments due semi-annually in arrears. The principal and all accrued interest amounts were due November 5, 2025. The
Company was able to redeem the Convertible Notes after December 24, 2023, subject to terms defined in the individual notes. Convertible
Notes redeemed between December 24, 2023 and December 24, 2024 would have been redeemed at 105% of face value. Convertible Notes
redeemed after December 24, 2024 would have been redeemed at 102.5% of face value. Additionally, the Convertible Notes contained
a PIK interest provision, which represented contractually deferred interest added to the Convertible Notes outstanding balance
that was due at maturity. For the three months ended September 30, 2020 and 2019, the Company incurred PIK interest of $0 and $0,
respectively. For the nine months ended September 30, 202 and 2019, the Company incurred PIK interest of $875,129 and $424,722,
respectively. On July 1, 2020, upon consummation of the Business Combination, all outstanding Convertible Notes were exchanged
for PIPE Notes (defined below).
IRG November Note
On February 7, 2020, as effective on November
27, 2019, HOF Village, as borrower, entered into a subordinated promissory note with Industrial Realty Group, as lender, in an
amount up to $30,000,000 (the “IRG November Note”). As of September 30, 2020 and December 31, 2019, the aggregate principal
amounts, excluding PIK interest, borrowed under the IRG November Note were $13,770,681 and $11,585,792, respectively. The IRG November
Note accrues interest at a rate of 12% per annum and has a maturity date of November 1, 2020. Additionally, the IRG November Note
contains a PIK interest provision, which represents contractually deferred interest added to the IRG November Note outstanding
balance that is due at maturity. For the three months ended September 30, 2020, the Company incurred PIK interest of $405,036,
and for the nine months ended September 30, 2020 incurred, $1,477,362, respectively. On July 1, 2020, upon consummation of the
Business Combination, Industrial Realty Group exchanged $9,000,000 of the outstanding balance under the IRG November Note for PIPE
Notes.
Paycheck Protection Program Loan
On April 22, 2020, the Company obtained
a Paycheck Protection Program Loan (“PPP Loan”) for $390,400. The PPP Loan has a fixed interest rate of 1%, requires
the Company to make 18 monthly payments beginning on November 22, 2020, with a maturity date of April 22, 2022, subject to debt
forgiveness provisions from the Small Business Association.
JKP Capital Loan
On June 24, 2020, HOF Village and HOFV
Hotel II executed a loan evidenced by a promissory note (the “JKP Capital Loan”) in favor of JKP Financial, LLC for
the principal sum of $7,000,000. The JKP Capital Loan bears interest at a rate of 12% per annum and matures on August 31, 2021,
on which date all unpaid principal and accrued and unpaid interest is due. The JKP Capital Loan is secured by the membership interests
in HOFV Hotel II held by HOF Village.
On June 24, 2020, $1,928,831 ($1,807,339
in principal plus $121,492 in accrued interest) was advanced to CH Capital out of the $7,000,000 principal amount of the JKP Capital
Loan in full satisfaction of the outstanding obligations under the CH Capital Note. HOF Village loaned the JKP Capital Loan to
Newco in connection with the Business Combination. The Company will use the remaining proceeds of the JKP Capital Loan to fund
its Phase II and Phase III construction costs.
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 4: Notes payable, Net (continued)
SCF Subordinated Note
On June 22, 2020, the Company entered into
a loan facility with Stark Community Foundation (the “SCF Subordinated Note”) for $1,000,000. The SCF Subordinated
Note has a fixed interest rate of 5% per annum, has a PIK interest provision that was payable semi-annually in arrears on each
July 22 and January 22 commencing July 22, 2020, and with a maturity date of on June 22, 2023. On July 1, 2020, the SCF Subordinated
Note was exchanged for PIPE Notes, described in greater detail below, under “PIPE Notes”.
Convertible PIPE Notes
On July 1, 2020, concurrently with the
closing of the Business Combination, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”)
with certain funds managed by Magnetar Financial, LLC and other purchasers (together, the “Purchasers”), pursuant to
which the Company agreed to issue and sell to the Purchasers in a private placement (the “Private Placement”) $20,721,293
in aggregate principal amount of the Company’s 8.00% Convertible Notes due 2025 (the “PIPE Notes”). Pursuant
to the terms of the Note Purchase Agreement, the PIPE Notes may be converted into shares of Common Stock at a conversion price
initially equal to $11.50 per share, subject to customary adjustment. Accordingly, the aggregate amount of PIPE Notes issued and
sold in the Private Placement is convertible into 1,801,851 shares of Common Stock based on the conversion rate applicable on July
1, 2020. The conversion rate will convert at a conversion price of $11.50 per share. There are also Note Redemption Warrants that
may be issued pursuant to the Note Purchase Agreement that will be exercisable for a number of shares of common stock to be determined
at the time any such warrant is issued. The exercise price per share of common stock of any warrant will be set at the time such
warrant is issued pursuant to the Note Purchase Agreement.
The PIPE Notes provide for a conversion
price reset such that, if the last reported sale price of the common stock is less than or equal to $6.00 for any ten trading days
within any 30 trading day period preceding the maturity date, then the conversion price is adjusted down $6.90 per share. On July
28, 2020, the conversion price reset was triggered. On this date, the Company recorded a beneficial conversion feature of $14,166,339,
which will be amortized over the remaining term of the PIPE Notes using the effective interest method. For the three months ended
September 30, 2020 and 2019, the Company incurred PIK interest of $0 for both periods. For the nine months ended September 30,
2020 and 2019, the Company incurred PIK interest of $528,213 and $0, respectively. The Company recorded $268,758 on amortization
of debt discount related to the contingent beneficial conversion feature for the three and nine months ended September 30, 2020
in the Company’s condensed consolidated statements of operations.
Industrial Realty Group exchanged $9.0
million of the amount outstanding under the IRG November Note for PIPE Notes in the principal amount of $9.0 million and, at present,
the outstanding balance of the IRG November Notes is $13.3 million. Gordon Pointe Management, LLC exchanged $500,000 of the principal
component of the indebtedness owed to such Purchaser by GPAQ under loan agreements and related promissory notes for PIPE Notes
in the principal amount of $500,000. Seven other Purchasers exchanged a total of $4,221,293 in GPAQ founder notes held by such
Purchasers for PIPE Notes in the aggregate principal amount of $4,221,293. Consequently, the Company received cash proceeds from
the issuance and sale of the PIPE Notes of approximately $7 million. The Company used proceeds of the Private Placement to fund
the Company’s obligations related to the Merger Agreement and to pay transaction fees and expenses and intends to use the
remaining proceeds of the Private Placement to satisfy the Company’s working capital obligations. The PIPE Notes began
to accrue interest on October 1, 2020, but the Company has elected to apply the PIK interest provision, thereby increasing the
outstanding balance of the PIPE Notes by the amount of accrued interest each month.
Hall
of Fame Resort & Entertainment Company and Subsidiaries
Notes
to Condensed Consolidated Financial Statements
(Unaudited)
Note
4: Notes payable, Net (continued)
MKG DoubleTree Loan
On September 14, 2020, the Company entered
into a construction loan agreement with Erie Bank, a wholly owned subsidiary of CNB Financial Corporation, a Pennsylvania corporation,
as lender. The Company has applied and been approved for a first mortgage loan for $15.3 million (“Erie Construction Loan”)
with a variable interest rate of 1.75% plus the prime commercial rate, at which no time can it drop below 5%, for the purpose of
renovating the McKinley Grand Hotel in the City of Canton, Ohio. The initial maturity date is 18 months after the exercised loan
date, March 13, 2022, and the agreement includes an extended maturity date of September 13, 2022, should HOFRE need more time with
an extension fee of 0.1% of the then outstanding principal balance. The Company intends to use the proceeds of the Erie Construction
Loan for building acquisition costs and costs incurred for material and labor in connection with the improvements, which make up
just under 75% of the Erie Construction Loan. The remaining portion of the Erie Construction Loan will be used for administrative,
legal, operational, and environmental costs. A bank account has been created with Erie Bank and the balance must be maintained
between $1 and $2 million within the account as collateral, which will promptly be refunded to the Company upon complete payment
of the Erie Construction Loan on the maturity date. The Erie Construction Loan has certain financial covenants whereby the Company
must maintain a minimum tangible net worth of $5,000,000 and minimum liquidity of not less than $2,000,000. These covenants are
to be tested annually based upon the financial statements at the end of each fiscal year. As of September 30, 2020, the amount
of restricted cash related to the Erie Construction Loan was $3,093,305.
Canton Cooperative Agreement
On September 1, 2020, HOFRE entered into a Cooperative Agreement
with DFA Summit, the City of Canton, Ohio (“Canton”), the Canton Regional Energy Special Improvement District, Inc.
(the “District”), and U.S Bank National Association for the construction of the Series 2020C Project. The Series 2020C
Project constitutes a port authority facility and a special energy improvement project under the Special Improvement District Act.
HOFRE applied and received approval from the District and Canton for the aforementioned project. The loan amount is $2,670,000,
with a discount of $182,723, which will be amortized over the life of the loan using the effective interest method.
In order to pay for the costs of the Series
2020C Project, the District and HOFRE have requested and been approved by DFA Summit, to issue and sell the Series 2020C Bonds
pursuant to an Indenture and make a portion of the proceeds of the Series 2020C Bonds available to the developer to undertake the
provision of the Series 2020C Project.
While the Series 2020C Bonds are outstanding,
HOFRE shall pay the special assessment and the service payments semi-annually to the Canton County Treasurer pursuant to and in
accordance with the Assessing Ordinance, the TIF Act, and the TIF Ordinance. The service payments shall be in the same amount as
the real property taxes that would have been charged and payable against the Improvements had the TIF Exemption not been granted.
The special assessment payments will be made on January 31st and July 31st over the course of 17 years, commencing on January 31,
2022. For the first eight years, each payment will consist of $188,188 and decrease to $161,567 in 2030.
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 4: Notes payable, Net (continued)
Future Minimum Principal Payments
The minimum required principal payments
on notes payable outstanding as of September 30, 2020 are as follows:
For the year ended December 31,
|
|
Amount
|
|
2020 (three months)
|
|
$
|
50,282,340
|
|
2021
|
|
|
14,023,994
|
|
2022
|
|
|
21,044,820
|
|
2023
|
|
|
455,000
|
|
2024
|
|
|
3,384,980
|
|
Thereafter
|
|
|
35,529,504
|
|
Total Gross Principal Payments
|
|
$
|
124,720,638
|
|
|
|
|
|
|
Less: Discount
|
|
|
(16,593,365
|
)
|
|
|
|
|
|
Total Net Principal Payments
|
|
$
|
108,127,273
|
|
Note 5: Stockholders’ Equity
Authorized Capital
On November 3, 2020, the Company’s stockholders approved
an amendment to the Company’s charter to increase the authorized shares of common stock from 100,000,000 to 300,000,000.
Consequently, the Company’s charter allows the Company to issue up to 300,000,000 shares of common stock and to issue and
designate its rights of, without stockholder approval, up to 5,000,000 shares of preferred stock, par value $0.0001. To raise additional
capital, the Company may in the future sell additional shares of its common stock or other securities convertible into or exchangeable
for common stock at prices that are lower than the prices paid by existing stockholders, and investors purchasing shares or other
securities in the future could have rights superior to existing stockholders, which could result in substantial dilution to the
interests of existing stockholders. The Company intends to issue up to $25 million aggregate principal amount of units, each consisting
of one share of common stock and one warrant to purchase one share of common stock.
2020 Omnibus Incentive Plan
On July 1, 2020,
in connection with the closing of the Business Combination, the Company’s omnibus incentive plan (the “2020 Omnibus
Incentive Plan”) became effective immediately upon the closing of the Business Combination. The 2020 Omnibus Incentive Plan
was previously approved by the Company’s stockholders and Board of Directors. Subject to adjustment, the maximum number of
shares of common stock to be authorized for issuance under the 2020 Omnibus Incentive Plan is 1,812,728 shares. As of September
30, 2020, 522,256 shares remained available for issuance under the 2020 Omnibus Incentive Plan.
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 5: Stockholders’ Equity (continued)
Issuance of Restricted Stock Awards
On July 2, 2020, the Company granted 715,929
shares of the Company’s restricted stock to the Company’s Chief Executive Officer under the 2020 Omnibus Incentive
Plan. The shares will vest at three separate dates, 238,643 on July 2, 2020, 238,643 on July 2, 2021, and fully vest on July 2,
2022 with a final installment of 238,643.
The Company’s activity in restricted
common stock was as follows for nine months ended September 30, 2020:
|
|
Number of shares
|
|
|
Weighted
average
grant date
fair
value
|
|
Non–vested at January 1, 2020
|
|
|
-
|
|
|
$
|
-
|
|
Granted
|
|
|
715,929
|
|
|
$
|
9.30
|
|
Vested
|
|
|
(238,643
|
)
|
|
$
|
9.30
|
|
Non–vested at September 30, 2020
|
|
|
477,286
|
|
|
$
|
9.30
|
|
For the nine months ended September 30,
2020 and 2019, the Company recorded $2,772,733 and $0, in employee and director stock-based compensation expense. Of this amount,
$2,218,187 is included as a component of business combination costs on the Company’s condensed consolidated statement of
operations, as the initial vesting of the restricted stock award was directly related to the completion of the Company’s
Business Combination. The remaining stock-based compensation expense is included as a component of property operating expenses.
As of September 30, 2020, unamortized stock-based compensation costs related to restricted share arrangements was $3,881,827 and
will be recognized over a weighted average period of 1.75 years.
Issuance of Restricted Stock Units
On August 31, 2020, the Company granted
138,568 restricted stock units (“RSUs”) to an employee. The RSUs will vest at three separate dates, 46,189 on August
31, 2021, 46,189 on August 31, 2022, and fully vest on August 31, 2023 with a final installment of 46,190.
On September 1, 2020, the Company granted
64,240 RSUs to an employee. The RSUs will vest at three separate dates, 21,413 on September 1, 2021, 21,413 on September 1, 2022,
and fully vest on September 1, 2023 with a final installment of 21,414.
On September 14, 2020, the Company granted
148,883 RSUs to an employee. The RSUs will vest at three separate dates, 49,628 on September 14, 2021, 49,628 on September 14,
2022, and fully vest on September 14, 2023 with a final installment of 49,267.
On September 22, 2020, the Company granted
83,612 RSUs to an employee under the 2020 Omnibus Incentive Plan. The RSUs will vest at three separate dates, 27,871 on September
22, 2020, 27,871 on July 1, 2021, and fully vest on July 1, 2022 with a final installment of 27,870.
On September 22, 2020, the Company granted
167,224 RSUs to an employee under the 2020 Omnibus Incentive Plan. The RSUs will vest at three separate dates, 55,741 on September
22, 2020, 55,741 on July 1, 2021, and fully vest on July 1, 2022 with a final installment of 55,742.
On September 22, 2020, the Company granted
278,707 RSUs to the Company’s Chief Financial Officer under the 2020 Omnibus Incentive Plan. The RSUs will vest at three
separate dates, 92,902 on September 22, 2020, 92,902 on July 1, 2021, and fully vest on July 1, 2022 with a final installment of
92,903.
On September 22, 2020, the Company granted
an aggregate of 45,000 RSUs to its independent directors under the 2020 Omnibus Incentive Plan. The RSUs vest in full on September
22, 2021.
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 5: Stockholders’ Equity (continued)
The Company’s activity in restricted
stock units was as follows for nine months ended September 30, 2020:
|
|
Number of
shares
|
|
|
Weighted average
grant date
fair
value
|
|
Non–vested at January 1, 2020
|
|
|
-
|
|
|
$
|
-
|
|
Granted
|
|
|
926,234
|
|
|
$
|
3.22
|
|
Vested
|
|
|
(176,514
|
)
|
|
$
|
2.80
|
|
Non–vested at September 30, 2020
|
|
|
749,720
|
|
|
$
|
3.32
|
|
For the nine months ended September 30,
2020 and 2019, the Company recorded $593,760 and $0, respectively, in employee and director stock-based compensation expense, which
is a component of property operating expenses in the consolidated statement of operations. As of September 30, 2020, unamortized
stock-based compensation costs related to restricted stock units was $2,514,958 and will be recognized over a weighted average
period of 2.25 years.
Warrants
The Company’s warrant activity was as follows for the
nine months ended September 30, 2020:
|
|
Number of Shares
|
|
|
Weighted Average Exercise Price (USD)
|
|
|
Weighted Average Contractual Life (years)
|
|
|
Intrinsic Value (USD)
|
|
Outstanding - January 1, 2020
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Issued in connection with Business Combination
|
|
|
17,400,000
|
|
|
$
|
11.50
|
|
|
|
5.00
|
|
|
|
|
|
Outstanding – September 30, 2020
|
|
|
17,400,000
|
|
|
$
|
11.50
|
|
|
|
4.75
|
|
|
$
|
-
|
|
Exercisable – September 30, 2020
|
|
|
17,400,000
|
|
|
$
|
11.50
|
|
|
|
4.75
|
|
|
$
|
-
|
|
Shared Services Agreement
On June 30, 2020, HOF Village entered into
a Shared Services Agreement with PFHOF (the “Shared Services Agreement”). Under the agreement, PFHOF and HOF Village
mutually reduced certain outstanding amounts owed between the parties, with PFHOF forgiving $5.15 million owed by HOF Village and
HOF Village forgiving $1.2 million owed by PFHOF, which effectively resulted in no outstanding amounts owed between the parties
as of March 31, 2020. Additionally, the Company wrote-off the Tom Benson statue, which was valued as of the date of the Shared
Services Agreement at $251,000 while the Company had valued it at $300,000. As this is a related party transaction, the Company
recorded the resulting difference of $3,699,000 as a contribution from one of its members in the Company’s condensed consolidated
balance sheet.
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 6: Sponsorship Revenue and Associated Commitments
Johnson Controls, Inc.
On July 2, 2020, Newco entered into an
Amended and Restated Sponsorship and Naming Rights Agreement (the “Amended Sponsorship Agreement”) among Newco, PFHOF
and Johnson Controls, Inc. (“JCI”), that amended and restated the Sponsorship and Naming Rights Agreement, dated as
of November 17, 2016 (the “Original Sponsorship Agreement”). Among other things, the Amended Sponsorship Agreement:
(i) reduced the total amount of fees payable to Newco during the term of the Amended Sponsorship Agreement from $135 million to
$99 million; (ii) restricted the activation proceeds from rolling over from year to year with a maximum amount of activation proceeds
in one agreement year to be $750,000; and (iii) renamed the “Johnson Controls Hall of Fame Village” to “Hall
of Fame Village powered by Johnson Controls”. This is a prospective change, which the Company reflected beginning in the
third quarter of 2020.
JCI has the right
to terminate the agreement if the project is not substantially complete by December 31, 2021.
As amended, as of September 30, 2020,
scheduled future cash to be received and required activation spend under the non-cancellable period of the agreement are as follows:
|
|
Unrestricted
|
|
|
Activation
|
|
|
Total
|
|
Remainder of 2020 (three months)
|
|
$
|
1,906,250
|
|
|
$
|
-
|
|
|
$
|
1,906,250
|
|
2021
|
|
|
3,968,750
|
|
|
|
750,000
|
|
|
|
4,718,750
|
|
Total
|
|
$
|
5,875,000
|
|
|
$
|
750,000
|
|
|
$
|
6,625,000
|
|
As services are provided, the Company is
recognizing revenue on a straight-line basis over the expected term of the Amended Sponsorship Agreement. During the three months
ended September 30, 2020 and 2019, the Company recognized $1,133,708 and $1,250,944 of net sponsorship revenue related to this
deal, respectively. During the nine months ended September 30, 2020 and 2019, the Company recognized $3,608,402 and $3,712,041
of net sponsorship revenue related to this deal, respectively. Accounts receivable from JCI totaled $0 and $84,164 at September
30, 2020 and December 31, 2019, respectively.
Aultman Health Foundation
In 2016, the Company
entered into a 10-year licensing agreement with Aultman Health Foundation (“Aultman”) allowing Aultman use of the HOF
Village and PFHOF marks and logos. Under terms of the agreement, the Company will receive $2.5 million in cash sponsorship funds.
Of those funds, the Company is contractually obligated to spend $700,000 as activation expenses for the benefit of Aultman.
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 6: Sponsorship Revenue and Associated Commitments (continued)
Aultman Health Foundation (continued)
As of September 30, 2020, scheduled future
cash to be received and required activation spend under the agreement are as follows:
|
|
Unrestricted
|
|
|
Activation
|
|
|
Total
|
|
Remainder of 2020 (three months)
|
|
$
|
35,000
|
|
|
$
|
37,579
|
|
|
$
|
72,579
|
|
2021
|
|
|
175,000
|
|
|
|
75,000
|
|
|
|
250,000
|
|
2022
|
|
|
175,000
|
|
|
|
75,000
|
|
|
|
250,000
|
|
2023
|
|
|
175,000
|
|
|
|
75,000
|
|
|
|
250,000
|
|
2024
|
|
|
200,000
|
|
|
|
75,000
|
|
|
|
275,000
|
|
Thereafter
|
|
|
375,000
|
|
|
|
175,000
|
|
|
|
550,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,135,000
|
|
|
$
|
512,579
|
|
|
$
|
1,647,579
|
|
As services are provided, the Company is
recognizing revenue on a straight-line basis over the expected term of the agreement. During the three months ended September 30,
2020 and 2019, the Company recognized $45,345 of net sponsorship revenue related to this deal. During the nine months ended September
30, 2020 and 2019, the Company recognized $135,049 and $134,556 of net sponsorship revenue related to this deal, respectively.
Accounts receivable from Aultman totaled $160,164 and $165,115 at September 30, 2020 and December 31, 2019, respectively.
First Data Merchant Services LLC
In December 2018, the Company entered
into an 8-year licensing agreement with First Data Merchant Services LLC (“First Data”) and Santander Bank. As of
September 30, 2020, scheduled future cash to be received under the agreement are as follows:
Year ending December 31:
Remainder of 2020 (three months)
|
|
$
|
50,000
|
|
2021
|
|
|
150,000
|
|
2022
|
|
|
150,000
|
|
2023
|
|
|
150,000
|
|
2024
|
|
|
150,000
|
|
Thereafter
|
|
|
300,000
|
|
|
|
|
|
|
Total
|
|
$
|
950,000
|
|
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 6: Sponsorship Revenue and Associated Commitments (continued)
First Data Merchant Services LLC (continued)
As services are provided, the Company
is recognizing revenue on a straight-line basis over the expected term of the agreement. During the three months ended September
30, 2020 and 2019, the Company recognized $37,449 of net sponsorship revenue related to this deal. During the nine months ended
September 30, 2020 and 2019, the Company recognized $111,533 and $111,126 of net sponsorship revenue related to this deal, respectively.
As of September 30, 2020 and December 31, 2019, accounts receivable from First Data totaled $20,692 and $0, respectively.
Constellation NewEnergy, Inc.
On December 19, 2018
the Company entered into a sponsorship and services agreement with Constellation (the “Constellation Sponsorship Agreement”)
whereby Constellation and its affiliates will provide the gas and electric needs of the Company in exchange for certain sponsorship
rights. The original term of the Constellation Sponsorship Agreement was through December 31, 2028, however, in June 2020, the
Company entered into an amended contract with Constellation which extended the term of the Constellation Sponsorship Agreement
through December 31, 2029.
The Constellation
Sponsorship Agreement provides for certain rights to Constellation and its employees, to benefit from the relationship with the
Company from discounted pricing, marketing efforts, and other benefits as detailed in the agreement. The Constellation Sponsorship
Agreement also provides for Constellation to pay sponsorship income and to provide activation fee funds. Activation fee funds are
to be used in the year received and do not roll forward for future years as unspent funds. The amounts are due by March 31 of the
year to which they apply, which is represented in the chart below.
The Constellation Sponsorship Agreement
includes certain contingencies reducing the sponsorship fee amount owed by Constellation if construction is not on pace with the
timeframe noted in the Constellation Sponsorship Agreement.
The Company also has a note payable with
Constellation. Refer to Note 4 for additional information.
As of September 30, 2020, scheduled future
cash to be received and required activation spend under the Constellation Sponsorship Agreement were as follows:
|
|
Unrestricted
|
|
|
Activation
|
|
|
Total
|
|
Remainder of 2020 (three months)
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
2021
|
|
|
1,300,000
|
|
|
|
187,193
|
|
|
|
1,487,193
|
|
2022
|
|
|
1,396,000
|
|
|
|
200,000
|
|
|
|
1,596,000
|
|
2023
|
|
|
1,423,220
|
|
|
|
200,000
|
|
|
|
1,623,220
|
|
2024
|
|
|
1,257,265
|
|
|
|
166,000
|
|
|
|
1,423,265
|
|
2025
|
|
|
1,257,265
|
|
|
|
166,000
|
|
|
|
1,423,265
|
|
Thereafter
|
|
|
5,029,057
|
|
|
|
664,000
|
|
|
|
5,693,057
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
11,662,807
|
|
|
$
|
1,583,193
|
|
|
$
|
13,246,000
|
|
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 6: Sponsorship Revenue and Associated Commitments (continued)
Constellation NewEnergy, Inc. (continued)
As services are provided, the Company is
recognizing revenue on a straight-line basis over the expected term of the Constellation Sponsorship Agreement. During the three
months ended September 30, 2020 and 2019, the Company recognized $295,591 and $330,327 of net sponsorship revenue related to this
deal, respectively. During the nine months ended September 30, 2020 and 2019, the Company recognized $949,064 and $980,209 of net
sponsorship revenue related to this deal, respectively. Accounts receivable from Constellation totaled $806,276 and $857,213 at
September 30, 2020 and December 31, 2019, respectively.
Turf Nation, Inc.
During October 2018, the Company entered into a 5-year sponsorship
agreement with Turf Nation, Inc. (“Turf Nation”). Under the terms of the agreement, the Company will receive payments
over the term based on the sale of Turf Nation products based on rates defined in the sponsorship agreement. The minimum guaranteed
fee per year beginning in 2020 is $50,000 per year.
As services are provided, the Company
is recognizing revenue on a straight-line basis over the expected term of the agreement. During the three months ended September
30, 2020 and 2019, the Company recognized $15,115 of net sponsorship revenue related to this deal. During the nine months ended
September 30, 2020 and 2019, the Company recognized $45,016 and $44,852 of net sponsorship revenue related to this deal, respectively.
Accounts receivable from Turf Nation totaled $116,977 and $171,961 at September 30, 2020 and December 31, 2019, respectively.
Note 7: Other Commitments
Canton City School District
The Company has entered
into cooperative agreements with certain governmental entities that support the development of the project overall, where the
Company is an active participant in the agreement activity, and the Company would benefit from the success of the activity.
The Company had a commitment to the Canton
City School District (“CCSD”) to provide a replacement for their Football Operations Center (“FOC”) and
to construct a Heritage Project (“Heritage”). The commitment was defined in the Operations and Use Agreement for HOF
Village Complex dated as of February 26, 2016.
On March 20, 2018, a Letter of Representations
was entered into by both parties whereby the Company has agreed to put money into escrow. The escrow balance at September 30,
2020 and December 31, 2019 of $0 and $2,604,318, respectively, is included in restricted cash on the Company’s unaudited
condensed consolidated balance sheets.
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 7: Other Commitments (continued)
Project and Ground Leases
Three wholly owned subsidiaries of the
Company have project leases with the Stark County Port Authority to lease project improvements and ground leased property at the
Tom Benson Hall of Fame Stadium, youth fields, and parking areas. Rent is comprised of certain fees and generally escalating ground
rent over the term of the leases which run until January 31, 2056. Future minimum lease commitments under non-cancellable operating
leases, excluding the amounts yet to be paid from escrow for the FOC noted above, are as follows:
For the years ended December 31:
Remainder of 2020 (three months)
|
|
$
|
3,591
|
|
2021
|
|
|
119,118
|
|
2022
|
|
|
119,118
|
|
2023
|
|
|
119,118
|
|
2024
|
|
|
119,118
|
|
Thereafter
|
|
|
9,521,586
|
|
|
|
|
|
|
Total
|
|
$
|
10,001,649
|
|
Rent expense on operating leases totaled
$104,366 and $104,366 for the three months ended September 30, 2020 and 2019, respectively, and $310,829 and $309,695 during the
nine months ended September 30, 2020 and 2019, and is recorded as a component of property operating expenses on the Company’s
unaudited condensed consolidated statement of operations.
QREM Management Agreement
On August 15, 2018, the Company entered into an
Interim Services Agreement with Q Real Estate Management (QREM) to manage the Tom Benson Hall of Fame Stadium operations. Under
that agreement, the Company incurs a monthly management fee to QREM. The interim agreement ended March 1, 2019 and the agreement
was not renewed between the parties.
SMG Management Agreement
On September 1, 2019, the Company
entered into a Service Agreement with SMG to manage the Tom Benson Hall of Fame Stadium operations. Under that agreement, the
Company incurs an annual management fee of $200,000. Management fee expense for the three months ended September 30, 2020 and
2019 was, $50,000 and $16,667, and for the nine months ended September 30, 2020 and 2019 was $150,000 and $16,667,
respectively, which is included in property operating expenses on the Company’s unaudited condensed consolidated
statements of operations. The agreement term shall end on December 31, 2022.
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 7: Other Commitments (continued)
Employment Agreements
The Company has an employment agreement
with its chief financial officer, the terms of which expire in December 2021, with an automatic one-year extension. Such agreement
provides for minimum salary levels and incentive bonus that is payable if specified management goals are attained as well as profits
interest of 1.0% of future profits vesting over the terms of the agreement.
In addition, the Company has employment
agreements with certain of its executives, the terms of which expire through December 2022. Such agreements provide for minimum
salary levels and incentive bonuses that are payable if specified management goals are attained as well as restricted stock units
and restricted share awards with grant date values ranging from $300,000 to $1,000,000.
DoubleTree Canton Downtown Hotel
On January 2, 2020, the Company entered
into a franchise agreement with Hilton Franchise Holding, LLC (“Hilton”) in order to obtain a license to use the Hilton
brand in the operation of the DoubleTree Canton Downtown Hotel in Canton, Ohio. The Company will be responsible for operating the
hotel full-time, complying with industry and brand standards, and using the reservation service provided by Hilton. While possessing
exclusive control of day to day operations, the Company is required to display and maintain signage displaying Hilton’s brand
name. The Company is also required to publish and make available to the traveling public, a directory that includes the Hilton
brand. The monthly fee will be used for advertising, promotions, publicity, public relations, market research, and other marketing
programs. The hotel is projected to open in November 2020.
Management Agreement with Crestline
Hotels & Resorts
On October 22, 2019, the Company entered
into a management agreement with Crestline Hotels & Resorts (“Crestline”). The Company appointed and engaged Crestline
as the Company’s exclusive agent to supervise, direct and control management and operation of the Hilton to assist the Company
in preparing the Hilton for re-opening. In consideration of the services performed by Crestline, the Company agreed to the greater
of: 2% of gross revenues or $10,000 per month in base management fees. The agreement will be terminated on the fifth anniversary
of the commencement date, or October 22, 2024.
Note 8: Contingencies
During the normal course of its business,
the Company is subject to occasional legal proceedings and claims.
The Company’s wholly owned subsidiary,
HOF Village Stadium, LLC, is a defendant in a lawsuit “National Football Museum, Inc. dba Pro Football Hall of Fame v. Welty
Building Company Ltd., et al;” filed in the Stark County Court of Common Pleas. PFHOF, an affiliate, filed this suit for
monetary damages as a result of the cancellation of the 2016 Hall of Fame Game. Plaintiff alleges that the game was cancelled
as a result of negligent acts of subcontractors who were hired to perform field painting services.
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 8: Contingencies (continued)
The Plaintiff alleged that HOF Village
Stadium, LLC was contractually liable for damages Plaintiff sustained because it guaranteed the performance of
Defendant Welty Building Company Ltd. (“Welty”) for the Tom Benson Hall of Fame Stadium renovation.
Potential damages claimed by Plaintiff
included the refunds of ticket sales, lost commissions on food and beverage sales, and lost profits on merchandise sales. The parties
involved have reached a global settlement, subject to final documentation and filing of a dismissal with prejudice.
Note 9: Related-Party Transactions
Due to Affiliates
Due to (from) affiliates consisted of
the following at September 30, 2020 and December 31, 2019:
|
|
September 30,
2020
|
|
|
December 31,
2019
|
|
Due to IRG Member
|
|
$
|
986,089
|
|
|
$
|
6,257,840
|
|
Due to IRG Affiliate
|
|
|
140,116
|
|
|
|
145,445
|
|
Due to M. Klein
|
|
|
-
|
|
|
|
500,000
|
|
Due to Related Party Advances
|
|
|
-
|
|
|
|
5,800,000
|
|
Due to PFHOF
|
|
|
1,114,901
|
|
|
|
6,630,305
|
|
Total
|
|
$
|
2,241,106
|
|
|
$
|
19,333,590
|
|
The IRG Member and an affiliate provide
certain supporting services to the Company. As noted in the Operating Agreement of HOF Village, LLC, an affiliate of the IRG Member,
IRG Canton Village Manager, LLC, may earn a master developer fee calculated as 4.0% of development costs incurred for the Hall
of Fame Village powered by Johnson Controls, including, but not limited to site assembly, construction supervision, and project
financing. These development costs incurred are netted against certain costs incurred for general project management.
For the three months ended September 30,
2020 and 2019, costs incurred under these arrangements were $677,359 and $107,698, respectively, and for the nine months ended
September 30, 2020 and 2019, costs incurred were $886,305 and $1,214,580, under these arrangements, which were included in Project
Development Costs.
The IRG Member also provides certain general
administrative support to the Company. For the three months ended September 30, 2020 and 2019, expenses of $0 and $327,948, respectively,
were included in Property Operating Expenses. For the nine months ended September 30, 2020 and 2019, expenses of $211 and $344,425
related to this support were incurred.
The amounts due to
the IRG Member above are for development fees, human resources support, and the Company’s engagement with them to identify
and obtain naming rights sponsorships and other entitlement partners for the Company. The Company and IRG Member have an arrangement
whereby the Company pays IRG Member $15,000 per month plus commissions. For both the three months ended September 30, 2020 and
2019 the Company incurred $45,000 in costs to this affiliate, respectively, and $90,000 for both the nine months ended September
30, 2020 and 2019, respectively.
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 9: Related-Party Transactions (continued)
Due to Affiliates (continued)
The amounts above
due to M. Klein relate to advisory services provided to the Company. The Company engages a company owned by an investor for advisory
services. The Company has not incurred any advisory costs under this arrangement in any of the reported periods presented.
The amounts above due to related party
advances are non-interest bearing advances from an affiliate of IRG Member due on demand. The Company is currently in discussions
with this affiliate to establish repayment terms of these advances, however, there could be no assurance that the Company and
IRG Member will come to terms acceptable to both parties.
On January 13, 2020, the Company secured
$9.9 million in financing from Constellation through its Efficiency Made Easy (“EME”) program to implement energy
efficient measures and to finance the construction of the Constellation Center for Excellence and other enhancements, as part
of Phase II development. The Hanover Insurance Company provided a guarantee bond to guarantee the Company’s payment obligations
under the financing, and Stuart Lichter and two trusts affiliated with Mr. Lichter have agreed to indemnify The Hanover Insurance
Company for payments made under the guarantee bond.
The amounts above due to PFHOF relate to
advances to and from PFHOF, including costs for onsite sponsorship activation, sponsorship sales support, shared services, event
tickets, and expense reimbursements.
License Agreement
On March 10, 2016, the Company entered
into a license agreement with PFHOF, whereby the Company has the ability to license and use certain intellectual property from
PFHOF in exchange for the Company paying a fee based on certain sponsorship revenue and expenses. On December 11, 2018, the license
agreement was amended to change the calculation of the fee to be 20% of eligible sponsorship revenue. The license agreement expires
on December 31, 2033. During the three months ended September 30, 2020 and 2019, the Company recognized expenses of $525,733 and
$309,745, respectively, and for the nine months ended September 30, 2020 and 2019, the Company recognized $1,991,955 and $1,239,033,
respectively, which are included in property operating expenses on the Company’s unaudited condensed consolidated statements
of operations.
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 9: Related-Party Transactions (continued)
Media License Agreement
On November 11, 2019, the Company entered
into a Media License Agreement with PFHOF that terminates on December 31, 2034. In consideration of any license granted to the
Company, the Company agreed to pay to PFHOF a license fee that will be agreed upon between the Company and PFHOF. The license fee
will be $225,000 for each license that will increase by 3% on a year-over-year basis after the first five years of the Media License
Agreement. The Company must pay to PFHOF minimum guaranteed license fees of $1,250,000 each year during the term. After the first
five years of the agreement, the minimum guarantee shall increase by 3% on a year-over-year basis. There were no license fees incurred
during the three months and nine months ended September 30, 2020 and 2019.
PFHOF Shared Services Agreement
On June 30, 2020, the HOF Village entered into
the Shared Services Agreement with PFHOF. Under the agreement, PFHOF and HOF Village mutually reduced certain outstanding amounts
owed between the parties, with PFHOF forgiving $5.15 million owed by HOF Village and HOF Village forgiving $1.2 million owed by
PFHOF, which effectively resulted in no outstanding amounts owed between the parties as of March 31, 2020. Additionally, the Company
wrote-off the Tom Benson statue, which was valued as of the date of the Shared Services Agreement at $251,000 while the Company
had valued it at $300,000. As this is a related party transaction, the Company recorded the resulting difference of $3,699,000
as a contribution from one of its members in the Company’s condensed consolidated balance sheet.
Other Liabilities
Other liabilities consisted of the following
at September 30, 2020 and December 31, 2019:
|
|
September 30,
2020
|
|
|
December 31,
2019
|
|
Activation fund reserves
|
|
$
|
4,212,101
|
|
|
$
|
2,876,149
|
|
Deferred revenue
|
|
|
645,848
|
|
|
|
90,841
|
|
Preferred stock dividend payable
|
|
|
-
|
|
|
|
717,286
|
|
Total
|
|
$
|
4,857,949
|
|
|
$
|
3,684,276
|
|
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 10: Concentrations
For the nine months ended September 30,
2020, two customers represented approximately 74% and 19% of the Company’s sponsorship revenue. For the nine months ended
September 30, 2019, two customers represented approximately 68% and 18% of the Company’s sponsorship revenue. At September
30, 2020, three customers represented approximately 64%, 17%, and 13% of the Company’s accounts receivable. At December
31, 2019, two customers represented approximately 43% and 33% of the Company’s accounts receivable.
At any point in time, the Company can have
funds in their operating accounts and restricted cash accounts that are with third party financial institutions. These balances
in the U.S. may exceed the Federal Deposit Insurance Corporation insurance limits. While the Company monitors the cash balances
in their operating accounts, these cash and restricted cash balances could be impacted if the underlying financial institutions
fail or could be subject to other adverse conditions in the financial markets.
Note 11: Business Combination
On July 1, 2020,
the Company (formerly known as GPAQ Acquisition Holdings, Inc.) consummated the previously announced Business Combination with
HOF Village, pursuant to the Merger Agreement, by and among GPAQ, Acquiror Merger Sub, Company Merger Sub, HOF Village and Newco.
Upon the consummation
of the Business Combination: (i) Acquiror Merger Sub merged with and into GPAQ, with GPAQ continuing as the surviving entity (the
“Acquiror Merger”) and (ii) Company Merger Sub merged with and into Newco, with Newco continuing as the surviving entity
(the “Company Merger”). In advance of the Company Merger, HOF Village transferred all of its assets, liabilities and
obligations to Newco pursuant to a contribution agreement. In connection with the closing of the Business Combination, the Company
changed its name from “GPAQ Acquisition Holdings, Inc.” to “Hall of Fame Resort & Entertainment Company.”
As a result of the Business Combination, GPAQ and Newco continue as our wholly owned subsidiaries.
In connection with
the consummation of the Business Combination and pursuant to the Merger Agreement, (a) each issued and outstanding unit of GPAQ,
if not already detached, was detached and each holder of such a unit was deemed to hold one share of GPAQ Class A common stock
and one GPAQ warrant (“GPAQ Warrant”), (b) each issued and outstanding share of GPAQ Class A common stock (excluding
any shares held by a GPAQ stockholder that elected to have its shares redeemed pursuant to GPAQ’s organizational documents)
was converted automatically into the right to receive 1.421333 shares of our common stock, following which all shares of GPAQ Class
A common stock ceased to be outstanding and were automatically canceled and cease to exist; (c) each issued and outstanding share
of GPAQ Class F common stock was converted automatically into the right to receive one share of our common stock, following which
all shares of GPAQ Class F common stock ceased to be outstanding and were automatically canceled and cease to exist; (d) each issued
and outstanding GPAQ Warrant (including GPAQ private placement warrants) was automatically converted into one warrant to purchase
1.421333 shares of our common stock per warrant, following which all GPAQ Warrants ceased to be outstanding and were automatically
canceled and retired and cease to exist; and (e) each issued and outstanding membership interest in Newco converted automatically
into the right to receive a pro rata portion of the Company Merger Consideration (as defined in the Merger Agreement), which was
payable in shares of our common stock. Our common stock is traded on The Nasdaq Capital Market, or Nasdaq, under the symbol “HOFV”
and our outstanding series of warrants (the “Existing Warrants”) are traded on Nasdaq under the symbol “HOFVW”.
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 11: Business Combination (continued)
The rights of holders
of the Company’s common stock and Existing Warrants are governed by its amended and restated certificate of incorporation
(the “Certificate of Incorporation”), its amended and restated bylaws (the “Bylaws’) and the Delaware General
Corporation Law (the “DGCL”), and in the case of the Existing Warrants, the Warrant Agreement, dated January 24, 2018,
between GPAQ and the Continental Stock Transfer & Trust Company.
The Company’s net assets acquired
through the consummation of the Business Combination consisted of:
Cash
|
|
$
|
31,034,781
|
|
Sponsor loan
|
|
|
(500,000
|
)
|
Net assets acquired
|
|
$
|
30,534,781
|
|
Immediately following the acquisition,
the sponsor loan above was converted into the PIPE Notes. At the date of the Business Combination, on July 1, 2020, the Company
used proceeds from the Business Combination to pay $15,500,000 on the Bridge Loan, while an additional $15,000,000 converted into
equity in the newly formed Hall of Fame Entertainment & Resort entity. The remaining balance following the Business Combination
was approximately $34,500,000. The maturity date on the remaining balance has been extended one month to November 30, 2020. Should
the Company be unable to pay off the principal balance at maturity, Industrial Realty Group agreed to advance funds to the Company
to pay off the Bridge Loan, under the terms of the guarantee. As a result, Industrial Realty Group would become a lender to the
Company with a maturity date of August 2021.
On July 1, 2020, concurrently with the
closing of the Business Combination, the Company completed the Private Placement of $20,721,293 in aggregate principal amount of
PIPE Notes with certain funds managed by Magnetar Financial, LLC and the Purchasers. Pursuant to the terms of the Note Purchase
Agreement, at the option of the holders thereof the PIPE Notes may be converted into shares of Common Stock at a conversion price
initially equal to $11.50 per share, subject to formula-based adjustment based on specified events. Accordingly, the aggregate
amount of PIPE Notes issued and sold in the Private Placement is convertible into 1,801,851 shares of Common Stock based on the
conversion rate applicable on July 1, 2020.
On July 1, 2020, in connection with the
closing of the Business Combination, holders of Newco’s membership interests as of immediately prior to the closing date
entered into a lock-up agreement (the “Lock-Up Agreement”). Under the Lock-Up Agreement, each party thereto agreed
not to sell, offer to sell, contract or agree to sell, hypothecate, pledge, sell any option or contract to purchase, grant any
option, right or warrant, make any short sale or otherwise transfer or dispose of or lend its portion of any shares of common stock
for a period after closing ending on the date that is the later of (i) 180 days after July 1, 2020 and (ii) the expiration of the
Founder Shares Lock-Up Period under, dated January 24, 2018 among GPAQ, its officers and directors and initial shareholders.
The Company incurred $19,137,165 in costs related to the Business
Combination. Of these costs, $16,718,978 were legal and professional fees, $2,218,187 was related to a restricted stock award to
the Company’s Chief Executive Officer, and $200,000 was related to a cash bonus to the Company’s Chief Executive Officer.
Hall of Fame Resort & Entertainment Company and Subsidiaries
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note 12: COVID-19 Coronavirus
In December 2019, a novel strain of coronavirus,
COVID-19, was reported to have surfaced in Wuhan, China. Since then, the COVID-19 coronavirus has spread to multiple countries,
including the United States. As the COVID-19 coronavirus continues to spread in the United States, the Company may experience disruptions
that could severely impact the Company. The global outbreak of the COVID-19 coronavirus continues to rapidly evolve. The extent
to which the COVID-19 coronavirus may impact the Company’s business will depend on future developments, which are highly
uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak,
travel restrictions and social distancing in the United States and other countries, business closures or business disruptions and
the effectiveness of actions taken in the United States to contain and treat the disease. The Company has had to cancel events
due to COVID-19 and is in process of monitoring COVID-19’s potential impact on the Company’s operations. The Company
has taken several steps to minimize COVID-19’s impact on the Company’s business by furloughing some of its employees,
deferring payments from certain of its vendors and lenders, and re-negotiating various agreements with third parties.
Note
13: Subsequent Events
Refinancing
Loan
On October 6, 2020, our subsidiary, Newco,
signed a nonbinding term sheet with a new lender (the “New Lender”) pursuant to which the New Lender has proposed to
provide Newco and its subsidiaries a loan (the “Refinancing Loan”) of up to $45 million with a term of 12 months (the
“Initial Term”) plus a potential 12-month optional extension (the “Extension”) and an interest rate of
10.0% per annum during the Initial Term and no less than 12.5% during the Extension, in each case payable monthly in advance. The
Refinancing Loan would be secured by a first lien on all of our property. The closing of the Refinancing Loan is conditioned upon,
among other things, HOFRE receiving funds through the sale of our equity securities in an amount equal to the greater of (i) $30
million and (ii) an amount sufficient to receive a construction loan. The New Lender would have the right of first offer to provide
construction loan financing. The Company intends to use the proceeds of the Refinancing Loan to prepay the outstanding balance
of its Bridge Loan. The current outstanding balance of the Bridge Loan is approximately $34 million, which matures and is payable
in full on November 30, 2020.
TAAS Agreement
On October 9, 2020, Newco, entered into
a Technology as a Service Agreement (the “TAAS Agreement”) with Johnson Controls, Inc. (“Johnson Controls”).
Pursuant to the TAAS Agreement, Johnson Controls will provide certain services related to the construction and development of the
Hall of Fame Village powered by Johnson Controls (the “Project”), including, but not limited to, (i) design assist
consulting, equipment sales and turn-key installation services in respect of specified systems to be constructed as part of Phase
2 and Phase 3 of the Project and (ii) maintenance and lifecycle services in respect of certain systems constructed as part of Phase
1, and to be constructed as part of Phase 2 and Phase 3, of the Project. Under the terms of the TAAS Agreement, Newco has agreed
to pay Johnson Controls up to an aggregate $217,934,637 for services rendered by Johnson Controls over the term of the TAAS Agreement.
Issuance
of 7.00% Series A Cumulative Redeemable Preferred Stock
During October, 2020, the Company issued
to American Capital Center, LLC (the “Preferred Investor”) an aggregate of 1,800 shares of 7.00% Series A Cumulative
Redeemable Preferred Stock (“Series A Preferred Stock”) at $1,000 per share for an aggregate purchase price of $1,800,000.
The Company paid the Preferred Investor an origination fee of 2%. The issuance and sale of the Series A Preferred Stock to the
Preferred Investor was exempt from registration pursuant to Section 4(a)(2) of the Securities Act. HOFRE used half of the proceeds
from the sale of the Series A Preferred Stock to pay down outstanding amounts under its Bridge Loan.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis
should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere
in this Quarterly Report on Form 10-Q (the “Report”). Unless otherwise indicated, the terms “HOFRE,” “we,”
“us,” or “our” refer to Hall of Fame Resort & Entertainment Company, a Delaware corporation, together
with its consolidated subsidiaries.