Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 10, 2023

HALL OF FAME RESORT & ENTERTAINMENT COMPANY

(Exact name of registrant as specified in its charter)

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

2014 Champions Gateway

Canton, OH 44708

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (330) 754-3427

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	HOFV	Nasdaq Capital Market
Warrants to purchase 0.064578 shares of Common Stock	HOFVW	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 10, 2023, Hall of Fame Resort & Entertainment Company (the “Company”) issued a press release relating to its results for the quarter ended June 30, 2023. A copy of the press release is furnished herewith as Exhibit 99.1. A slide presentation, which includes supplemental information relating to the Company’s second quarter 2023 results, is furnished herewith as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Document
99.1		Press Release dated August 10, 2023
99.2		Slide Presentation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HALL OF FAME RESORT & ENTERTAINMENT COMPANY

	By:	/s/ Michael Crawford
		Name:	Michael Crawford
		Title:	President and Chief Executive Officer

Dated: August 10, 2023

Exhibit 99.1

Hall of Fame Resort & Entertainment Company Announces Second Quarter 2023 Results

FOR IMMEDIATE RELEASE

CANTON, Ohio (August 10, 2023) – Hall of Fame Resort & Entertainment Company (NASDAQ: HOFV, HOFVW) (the “Company”), the only resort, entertainment and media company centered around the power of professional football, announced its second quarter 2023 results for the period ended June 30, 2023.

“The Company continues to garner national attention with significant sports and entertainment programming”, shared Michael Crawford, HOFV President & CEO. “Hall of Fame Village played host to major events, including the USFL, hosting two teams for the duration of their season as well as their championship game, the Woman’s Football Alliance Championships, and an American Cornhole League tournament. These events were all nationally televised, enabling our Village, our brand, and our Company to drive greater awareness and support future growth.” Crawford went on to say “The Company continues to build synergies across all business verticals to generate revenue growth, while continuing our focus on cost control and balance sheet restructuring opportunities. While it takes time to build a world-class sports and entertainment company, I’m proud of our team and how they’ve continued to execute against our long-term strategy as we operationalize and grow in all facets of our business.”

Key Financial Highlights

●

Second quarter revenue was $6.1 million, an increase of 128% compared to the same period in the prior year. Second quarter results were driven by event and rental revenue at the Hall of Fame Village and by hotel revenue.

●

Second quarter net loss attributable to shareholders was $13.6 million, compared to a net loss of $9.2 million in the same period in the prior year, primarily driven by increased operating expenses and net interest expense.

●

Second quarter adjusted EBITDA was a loss of $6.2 million, compared to a loss of $5.9 million in the same period in the prior year. The change was primarily driven by increased operating expenses related to higher personnel and related benefits costs, the recognition of timing for certain compensation-related expenses and an increase in production fees for our events and media productions. See page 3 for a reconciliation of net loss to EBITDA and adjusted EBITDA.

●

The Company finished its fiscal quarter with a cash balance, including restricted cash and investments held maturity, of $29.2 million, compared to $47.0 million as of March 31, 2023. The lower cash balance was due to operating activities and increased capital expenditures related to construction activities.

Key Business Highlights

●

Announced the appointment of NFL Hall of Fame running back Jerome Bettis to its Board of Directors. Jerome Bettis, a highly respected figure in the world of football and business, brings invaluable expertise and a wealth of knowledge to further elevate the Company’s initiatives.

●

Hall of Fame Village Media partnered with ReachTV, to create two original sports entertainment programs, Hometown Heroes and The Business of Athletes. Hometown Heroes is a series of video shorts that follows Hall of Fame athletes from various sports as they visit their favorite places in the sports towns where they became famous. The Business of Athletes will follow current and former professional athletes from a variety of sports who are capitalizing on their good fortune found in the league to start the businesses of their dreams.

●

Announced Emmy & Grammy nominated comedian, Bill Burr’s 2023 live tour to its Tom Benson Hall of Fame Stadium on Saturday, October 7, 2023. Bill Burr is one of the top comedic voices of his generation achieving success in TV and film as well as on stage.

●

Gold Summit Gaming hosted two Esports tournaments, ’Shield Drop’ Super Smash Bros. Melee Tournament and ’Chain Grab 2 Super Smash Bros. Ultimate Tournament’, at the club level of Tom Benson Hall of Fame Stadium. Both tournaments brought in nationally ranked players to compete at the events and have allowed Gold Summit Gaming to be recognized as a “player” in the Esports arena.

●

Announced Perfect Pour, a renowned veteran-owned establishment, will be joining the Fan Engagement Zone slate of offerings for guests. The restaurant will specialize in cocktails, bourbon and burgers, and will feature a dedicated cigar room.

●

Announced a new football-themed amusement ride “Spike It” to Play-Action Plaza this summer. The newest attraction is a 40-foot-tall drop tower ride emulating the classic touchdown celebration. This new ride complements the existing Red Zone giant wheel and The Forward Pass zipline.

Conference Call

The Company will host a conference call and webcast Friday, August 11, 2023, beginning at 8:30 a.m. ET, to provide commentary on the business. Investors and all other interested parties can access the live webcast and replay at the Company’s website: https://ir.hofreco.com.

###

About Hall of Fame Resort & Entertainment Company

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

Forward-Looking Statements

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

Non-GAAP Financial Measures

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

	For the Three Months Ended June 30,
	2023			2022
Adjusted EBITDA Reconciliation
Net loss attributable to HOFRE stockholders	$	(13,553,617	)	$	(9,202,433	)
(Benefit from) provision for income taxes		-			-
Interest expense, net		4,404,146			921,392
Depreciation expense		3,373,076			3,527,581
Amortization of discount on note payable		882,240			1,122,324
EBITDA		(4,894,155	)		(3,631,136	)

Change in fair value of warrant liability		223,000			(2,423,000	)
Change in fair value of interest rate swap		(60,000	)		-
Change in fair value of securities available for sale		(1,683,246	)		-
Preferred stock dividends		266,000			266,000
Loss attributable to non-controlling interest		(5,795	)		(158,592	)
Adjusted EBITDA	$	(6,154,196	)	$	(5,946,728	)

Media/Investor Contacts:

Media Inquiries: public.relations@hofreco.com

Investor Inquiries: investor.relations@hofreco.com

Exhibit 99.2

Second Quarter Fiscal 2023 Earnings Supplementary Information August 2023

Who We Are W H A T W E D O As a world - class resort and sports entertainment company, we do what no other company can through our unique brand partnerships and direct access to exclusive content. By doing this, we create exceptional experiences across multiple platforms that honor the past and inspire the future. With this unwavering purpose, we strive to maximize shareholder value and pursue excellence. Honor the Past, Inspire the Future 2

What We Are A M U L T I - D I M E N S I O N A L S P O R T S & E N T E R T A I N M E N T C O M P A N Y F a n t a s y Sports eGaming Sports Betting TH E M E D , EXPE R IENTIAL DESTINATION ASSETS Themed Attractions Hospitality Live Entertainment ME D IA Original Content High - Profile Partnerships Sponsorships GAM ING 3 3

Present & Future Revenue Streams D es t in a t i o n - Based / P hys ical A ss et s O ff si t e & N o n - Phys i ca l A sset s Synergistic Revenue Enhancement C R E A T I N G A M U L T I - D I M E N S I O N A L E N T E R T A I N M E N T & M E D I A C O M P A N Y Stadium Waterpark H o t e ls Play - Action Plaza & Retail ForeverLawn Sports Complex Centers for Excellence & Performance Sports Betting & Fantasy Sports Sponsorships & Media 4

1 S T Q U A R T E R Key Events M U L T I P L E A N N O U N C E M E N T S A N D E V E N T S S I N C E

2023 Enshrinement Weekend H I G H L I G H T S F R O M 2 0 2 3 E N S H R I N E M E N T W E E K E N D

Financial Results K E Y F I N A N C I A L R E S U L T S Q2 FY22 Q2 FY23 ($ in millions, except per share data) $2.7 $6.1 Revenue ($9.5) ($9.5) Loss from Operations ($5.9) ($6.2) Adjusted EBITDA* ($9.2) ($13.6) Net (loss) income attributable to HOFRE shareholders ($1.78) ($2.39) Net (loss) income per share, basic and diluted *See page 10 for EBITDA and Adjusted EBITDA reconciliation. See page 9 for a statement regarding use of non - GAAP financial measures. 7

Forward - Looking Statements Certain statements made herein are “forward - looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 . Forward - looking statements may be identified by the use of words and phrases such as “opportunity,” “future,” “will,” “goal,” “enable,” “pipeline,” “transition,” “move forward,” “towards,” “build out,” “coming” and “look forward” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters . These forward - looking statements are not guarantees of future performance, conditions, or results, and involve a number of known and unknown risks, uncertainties, assumptions, and other important factors, many of which are outside the Company’s control, which could cause actual results or outcomes to differ materially from those discussed in the forward - looking statements . Important factors that may affect actual results or outcomes include, among others, the Company’s ability to manage growth ; the Company’s ability to execute its business plan and meet its projections, including obtaining financing to construct planned facilities ; potential litigation involving the Company ; changes in applicable laws or regulations ; general economic and market conditions impacting demand for the Company’s products and services, and in particular economic and market conditions in the resort and entertainment industry ; the effects of the ongoing global coronavirus (COVID - 19 ) pandemic on capital markets, general economic conditions, unemployment and the Company’s liquidity, operations and personnel ; increased inflation ; the inability to maintain the listing of the Company’s shares on Nasdaq ; and those risks and uncertainties discussed from time to time in our reports and other public filings with the SEC . The Company does not undertake any obligation to update or revise any forward - looking statements, whether as a result of new information, future events or otherwise, except as required by law . 8

Statement Regarding Use of Non - GAAP Financial Measures Hall of Fame Resort and Entertainment Company (“HOFV”) reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”) . The presentation includes references to the following non - GAAP financial measures : EBITDA and adjusted EBITDA . These are important financial measures used in the management of the business, including decisions concerning the allocation of resources and assessment of performance . Management believes that reporting these non - GAAP financial measures is useful to investors as these measures are representative of the Company’s performance and provide improved comparability of results . See the table below for the definitions of the non - GAAP financial measures referred to above and corresponding reconciliations of these non - GAAP financial measures to the most comparable GAAP financial measures . Non - GAAP financial measures should be viewed as additions to, and not as alternatives for the Company’s results prepared in accordance with GAAP . In addition, the non - GAAP measures the Company uses may differ from non - GAAP measures used by other companies, and other companies may not define the non - GAAP measures the Company uses in the same way . 9 Additional Information The following trademarks and corresponding logos are the trademarks of their respective owners: Pro Football Hall of Fame, National Football League (“NFL”), The Women’s Football Alliance (“WFA”), Zac Brown Band, Cleveland Browns, Kevin Hart, United States Football League (“USFL”), The Brew Kettle, Dillon Scott, Reach TV, Johnsonville Foods, Tacos & Tequilla Music Fest, Bill Burr, Kidz Bop, Fantasy Football Expo, NBC Sports Edge, NE Ohio vs America Showcase, Ohio Football Showcase, Driven Elite and Donald Driver.

Non - GAAP Reconciliation Note: Amounts may not add due to rounding 10 3 Months Ended June 30, 2022 3 Months Ended June 30, 2023 Adjusted EBITDA reconciliation ($ in millions) ($9.2) ($13.6) Net loss attributable to HOFRE stockholders - - (Benefit from) provision for income taxes 0.9 4.4 Interest expense, net 3.5 3.4 Depreciation expense 1.1 0.9 Amortization of discount on note payable ($3.6) ($4.9) EBITDA (2.4) 0.2 Change in fair value of warrant liability - (0.1) Change in fair value of interest rate swap - (1.7) Change in fair value of securities available for sale 0.3 0.3 Preferred stock dividends (0.2) (0.0) Income attributable to non - controlling interest ($5.9) ($6.2) Adjusted EBITDA

Inspiring unique and exhilarating sports and entertainment experiences that maximize growth and fan engagement. We create exceptional sports - inspired destination, media, and gaming experiences that uniquely leverage brand partnerships and direct access to exclusive content. V I S I O N M I S S I O N V A L U E S With our connection to sport, we exemplify these values: Inspiration, Teamwork, Respect, Integrity, Excellence 11

For more information, please contact: Investor Relations (330)754 - 3427 I n v e s t o r . R el a tio n s@ h o f r e c o. c om 2014 Champions Gateway Canton, OH 44718 https://ir.hofreco.com

Cover	Aug. 10, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 10, 2023
Entity File Number	001-38363
Entity Registrant Name	HALL OF FAME RESORT & ENTERTAINMENT COMPANY
Entity Central Index Key	0001708176
Entity Tax Identification Number	84-3235695
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2014 Champions Gateway
Entity Address, City or Town	Canton
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44708
City Area Code	330
Local Phone Number	754-3427
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, $0.0001 par value per share
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	HOFV
Security Exchange Name	NASDAQ
Warrants to purchase 0.064578 shares of Common Stock
Title of 12(b) Security	Warrants to purchase 0.064578 shares of Common Stock
Trading Symbol	HOFVW
Security Exchange Name	NASDAQ