HOFV
Hall of Fame Resort & Entertainment CO
NASDAQ
10-K/A: Hall of Fame Resort & Entertainment Company Files Amended 10-K to Include Omitted Information
Sentiment:
Annual Report Amendment
29 April 2024 5:11 PM
Hall of Fame Resort & Entertainment Company filed an amendment to its annual report to include information previously omitted regarding directors, executive officers, and corporate governance.
Worse than expected
The company had to amend its annual report due to omitting required information, indicating a deficiency in internal controls or reporting processes.
Capital raise
The company has multiple loan agreements with CH Capital Lending, LLC, and other related parties, some of which have been amended and restated.
The company has issued Series A, B, and C Preferred Stock to related parties.
The company has a history of using convertible notes and warrants to raise capital.
Summary
- Hall of Fame Resort & Entertainment Company filed an amendment to its annual report on Form 10-K to include information required by Items 10 through 14 of Part III, which were omitted from the original filing.
- The company did not file its definitive proxy statement within the required 120-day period, necessitating this amendment.
- The amendment includes details about the company's directors, executive officers, corporate governance, executive compensation, security ownership, related transactions, and principal accountant fees.
- The company's board is divided into three classes, with directors serving staggered three-year terms.
- The company has a Director Nominating Agreement with HOF Village and PFHOF, allowing them to designate board members based on ownership thresholds.
- The company's executive compensation program includes salary, incentive bonuses, and stock-based awards.
- The company has various loan agreements with CH Capital Lending, LLC, and other related parties, some of which have been amended and restated.
- The company has a Global License Agreement with PFHOF, requiring annual license fees and additional royalty payments.
- The company has a related person transaction policy to review and approve transactions involving related parties.
Sentiment
Score: 4
Explanation: The document reveals some concerning issues, such as the need for an amended filing, high debt levels, and complex related party transactions. While there are some positives, the overall tone suggests caution.
Positives
- The company has a diverse group of leaders on its board and executive team.
- The company has a formal process for director nominations and corporate governance.
- The company has a compensation program designed to attract and retain high-quality executives.
- The company has a related person transaction policy to minimize potential conflicts of interest.
Negatives
- The company had to amend its annual report due to omitting required information.
- The company has significant debt obligations with related parties.
- The company has complex related party transactions that require careful monitoring.
- The company's executive compensation includes performance share units that were not fully achieved.
Risks
- The company's ability to maintain its Nasdaq listing is a risk factor.
- The company's future financial performance is subject to market changes and other uncertainties.
- The company's ability to raise financing in the future is a risk factor.
- The company's reliance on related party transactions could pose a risk if not managed carefully.
Future Outlook
The document contains forward-looking statements regarding future opportunities and estimated future results, which are subject to significant business, economic, and competitive uncertainties.
Management Comments
- The company believes that the leadership skills and other experiences of the company's directors and executive officers provide the company with a diverse range of perspectives and the business acumen necessary to facilitate the company's goals of stockholder value appreciation through organic and acquisition growth.
- The Board believes that it is currently in the best interest of our stockholders that the role of Chairman of the Board be held by Michael Crawford, our Chief Executive Officer.
Industry Context
The company operates in the sports and entertainment industry, which is subject to various economic and competitive pressures. The company's reliance on related party transactions and debt financing is a common practice in the industry, but it also poses risks that need to be managed carefully.
Comparison to Industry Standards
- The company's executive compensation practices are generally in line with industry standards for similarly sized public companies.
- The company's reliance on related party transactions is not uncommon in the real estate development and entertainment industries, but it requires careful oversight to ensure fairness and transparency.
- The company's debt levels are relatively high, which is not unusual for companies in the development phase, but it increases the company's financial risk.
- The company's licensing agreement with PFHOF is a unique arrangement that is specific to its business model and does not have a direct industry comparison.
Stakeholder Impact
- Shareholders are impacted by the company's financial performance and corporate governance practices.
- Employees are impacted by the company's compensation and benefits programs.
- Customers are impacted by the company's ability to deliver quality products and services.
- Suppliers are impacted by the company's ability to pay its obligations.
- Creditors are impacted by the company's ability to repay its debts.
Next Steps
- The company needs to file its definitive proxy statement.
- The company needs to continue to manage its debt obligations and related party transactions.
- The company needs to monitor its financial performance and make adjustments as needed.
- The company needs to ensure compliance with Nasdaq listing requirements.
Related Party Transactions
- The company has multiple ongoing agreements with PFHOF, including a Global License Agreement, Retail Merchandise Agreement, and Shared Services Agreements.
- The company has a Master Development and Project Management Agreement with IRG and its affiliates.
- The company has various loan agreements with CH Capital Lending, LLC, and other related parties.
- The company has issued Series A, B, and C Preferred Stock to related parties.
- The company has entered into a lease agreement with Touchdown Work Place, LLC, which is managed by a director of the company.
Key Dates
- December 1, 2019: Effective date of Anne Graffice's employment agreement.
- July 1, 2020: Effective date of Michael Crawford's initial employment agreement.
- August 31, 2020: Effective date of Tara Charnes' employment agreement.
- December 1, 2020: Date of the initial Term Loan Agreement.
- March 21, 2022: Effective date of Benjamin Lee's employment agreement.
- April 8, 2022: Effective date of the Global License Agreement with PFHOF.
- November 7, 2022: Effective date of multiple amended loan agreements.
- January 1, 2023: Effective date of Michael Crawford's amended employment agreement.
- January 24, 2023: Effective date of the 2023 Inducement Plan.
- December 8, 2023: Date of the First Amended and Restated Promissory Note with CH Capital Lending, LLC.
- December 22, 2023: Benjamin Lee resigned from the office of Chief Financial Officer.
- March 8, 2024: Victor S. Gregovits resigned from the office of Executive Vice President of Global Sales.
- April 15, 2024: Date of director and executive officer information.
Keywords
corporate governance, executive compensation, related party transactions, financial reporting, board of directors, loan agreements, licensing agreement, stock options, financial metrics, Nasdaq
HOFV
Hall of Fame Resort & Entertainment CO
NASDAQ
Sector: Communication Services
Filings with Classifications
Delay expected
25 June 2025 4:05 PM
Delisting Notice and Debt Amendment
- The company failed to hold its annual meeting of shareholders on or prior to June 30, 2025, which is a requirement by Nasdaq Listing Rule 5620(a).
Capital raise
25 June 2025 4:05 PM
Delisting Notice and Debt Amendment
- The company increased its 'Facility Amount' under the Note and Security Agreement by $2,000,000, from $12,000,000 to $14,000,000.
- This additional funding is provided by CH Capital Lending, LLC, an affiliate of a company director, Stuart Lichter.
Worse than expected
25 June 2025 4:05 PM
Delisting Notice and Debt Amendment
- The company is facing imminent delisting from Nasdaq, a significant negative event for a publicly traded company.
- The delisting is due to a failure to meet a fundamental corporate governance requirement (holding an annual shareholder meeting).
- While new funding was secured, it is from a related party, which can be viewed less favorably than arms-length financing, especially in the context of delisting.
Capital raise
29 May 2025 8:05 PM
Current Report
- The company increased its existing credit facility by $2,000,000, raising the total available amount to $12,000,000.
- This capital is provided by CH Capital Lending, LLC, an affiliate of a company director, Stuart Lichter.
- The funds are designated for general corporate purposes.
Delay expected
19 May 2025 4:05 PM
8-K Filing
- The maturity date was extended from March 31, 2025, to September 30, 2025, indicating a delay in the company's ability to meet its original repayment schedule.
Capital raise
13 May 2025 4:06 PM
Quarterly Report
- The company states that it will need to raise additional financing to accomplish its development plan and fund its working capital.
- 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.
Worse than expected
13 May 2025 4:06 PM
Quarterly Report
- The company's net loss increased slightly compared to the same period last year.
- Total revenue decreased significantly due to lower sponsorship and event revenues.
- Management expresses substantial doubt about the company's ability to continue as a going concern.
Capital raise
12 May 2025 11:32 PM
Merger Announcement
- The Buyer Parties' obligation to consummate the Merger is conditioned on receiving 'Parent Acquisition Financing' in an aggregate amount of not less than $20 million.
- The Buyer Parties' obligation to consummate the Merger is additionally conditioned on receiving 'additional project level financing' in an aggregate amount not less than $125 million.
Worse than expected
8 May 2025 9:23 PM
Merger Announcement
- The acquisition price of $0.90 per share is significantly lower than the company's previous trading price, indicating a less favorable outcome for shareholders compared to previous expectations.
Capital raise
8 May 2025 9:23 PM
Merger Announcement
- The merger is contingent on the Investor obtaining $20 million in financing.
- The merger is also conditioned on securing $125 million in additional project-level financing.
Capital raise
8 May 2025 5:21 PM
Merger Announcement
- The transaction is contingent on the Investor obtaining $20 million in financing.
- The transaction is also conditioned on prior or concurrent consummation of additional project level financing in an aggregate amount not less than $125 million.
Worse than expected
8 May 2025 5:21 PM
Merger Announcement
- The company is being acquired for $0.90 per share, which may be considered worse than expected for investors who anticipated higher returns or continued growth as a public entity.
Worse than expected
16 April 2025 4:05 PM
8-K Filing
- The company received a deficiency letter from Nasdaq due to its stock price falling below the minimum bid price requirement, indicating a negative development.
Delay expected
4 April 2025 8:05 PM
Current Report (8-K)
- The maturity dates of debt instruments and convertible notes have been delayed.
Delay expected
3 April 2025 11:43 AM
SEC Form 4
- The maturity dates of several convertible debt instruments were extended from March 31, 2025, to either September 30, 2025, or December 31, 2025.
Worse than expected
26 March 2025 5:00 PM
Annual Report
- The company's revenue decreased from 2023 to 2024.
- The company's net loss decreased from 2023 to 2024.
- The company's cash position is deficient and it requires additional capital to fund operations and debt service.
Delay expected
26 March 2025 5:00 PM
Annual Report
- The Company postponed its 2024 Annual Meeting of Stockholders.
Capital raise
26 March 2025 5:00 PM
Annual Report
- The company's cash position is deficient, and it requires additional capital to fund operations and debt service.
- The company is seeking to obtain additional funding through debt, construction lending, and equity financing.
Delay expected
16 January 2025 5:13 PM
8-K Filing
- The company failed to hold its annual meeting within 12 months of its fiscal year end, resulting in a delay and a delisting notice from Nasdaq.
Worse than expected
16 January 2025 5:13 PM
8-K Filing
- The company received a delisting notice from Nasdaq for failing to hold its annual meeting within the required timeframe, which is a negative development.
Worse than expected
20 November 2024 4:05 PM
Current Report
- The high interest rate of 12%, potentially rising to 17%, suggests the company is in a weaker financial position and had to accept unfavorable terms.
- The extensive security interest granted to the lender indicates a lack of financial flexibility and a higher risk profile.
Delay expected
13 November 2024 5:18 PM
Quarterly Report
- The company's waterpark project has been delayed due to the termination of the ground lease.
Capital raise
13 November 2024 5:18 PM
Quarterly Report
- The company is seeking additional funding through debt, construction lending, and equity financing.
- The company's ability to raise capital on acceptable terms or at all is uncertain.
Worse than expected
13 November 2024 5:18 PM
Quarterly Report
- The company's net loss of $34.5 million for the nine months ended September 30, 2024, is worse than expected.
- The company's default on the waterpark ground lease and the risk of default on other loan agreements are worse than expected.
- The company's precarious cash position and the substantial doubt about its ability to continue as a going concern are worse than expected.
Worse than expected
31 October 2024 4:05 PM
Current Report
- The termination of the waterpark ground lease due to a payment default is a significantly worse outcome than expected.
- The company's inability to meet its financial obligations and the potential loss of key assets are also worse than expected.
Capital raise
31 October 2024 4:05 PM
Current Report
- The company is in discussions with IRG Canton Village Member, LLC regarding a non-binding proposal to take the company private, which could involve a capital raise or restructuring.
- The company's current financial situation suggests that a capital raise or restructuring is likely necessary to address its liquidity issues.
Delay expected
23 October 2024 4:05 PM
Current Report
- The 2024 Annual Meeting of Stockholders has been postponed from its original date of November 21, 2024.
Better than expected
17 September 2024 4:05 PM
Material Definitive Agreement
- The removal of the annual license fee and the waiver of the $600,000 payment for 2024 are better than the previous agreement.
Worse than expected
19 August 2024 5:04 PM
Shareholder Letter
- Second quarter revenue was below the prior year, indicating worse than expected performance.
Delay expected
19 August 2024 5:04 PM
Shareholder Letter
- The funding process for the Gameday Bay Waterpark and Hilton Tapestry Hotel has taken longer than originally anticipated due to a restrictive lending environment and multiple stakeholders.
Worse than expected
15 August 2024 4:05 PM
Quarterly Report
- The company's revenue decreased by 23% year-over-year, indicating worse than expected performance.
- The net loss attributable to shareholders increased to $15.8 million from $13.6 million in the prior year, indicating worse than expected performance.
Worse than expected
13 August 2024 4:05 PM
Quarterly Report
- The company's revenue decreased compared to the same period last year.
- The company's net loss increased compared to the same period last year.
- The company's hotel revenues decreased compared to the same period last year.
Capital raise
13 August 2024 4:05 PM
Quarterly Report
- The company expects that it will need to raise additional financing to accomplish its development plan and fund its working capital.
- The company is seeking to obtain additional funding through debt, construction lending, and equity financing.
- The company may have to raise additional capital through the equity market, which could result in substantial dilution to existing stockholders.
Worse than expected
14 May 2024 4:06 PM
Quarterly Report
- The company's net loss of $14.6 million and the substantial doubt about its ability to continue as a going concern indicate worse than expected results.
Delay expected
14 May 2024 4:06 PM
Quarterly Report
- The company has delayed payment of base rent for the waterpark ground lease, which could lead to a default.
Capital raise
14 May 2024 4:06 PM
Quarterly Report
- The company expects that it will need to raise additional financing to accomplish its development plan and fund its working capital.
- 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.
Better than expected
14 May 2024 8:39 AM
Quarterly Report
- The company's revenue increased by 34% year-over-year.
- The net loss attributable to shareholders decreased from $19.6 million to $14.9 million.
- The adjusted EBITDA loss improved from $10.9 million to $2.9 million.
Capital raise
29 April 2024 5:11 PM
Annual Report Amendment
- The company has multiple loan agreements with CH Capital Lending, LLC, and other related parties, some of which have been amended and restated.
- The company has issued Series A, B, and C Preferred Stock to related parties.
- The company has a history of using convertible notes and warrants to raise capital.
Worse than expected
29 April 2024 5:11 PM
Annual Report Amendment
- The company had to amend its annual report due to omitting required information, indicating a deficiency in internal controls or reporting processes.
Capital raise
29 April 2024 4:57 PM
SEC Form 4 Filing
- The document details multiple transactions involving convertible notes and term loans, indicating ongoing capital raising activities.
- CH Capital Lending, LLC advanced additional funds under the 2020 Convertible Term Loan in January and February 2024.
- The company has been paying interest by increasing the principal of the Convertible Notes due 2025.
Capital raise
8 April 2024 5:25 PM
8-K Filing
- The company has the ability to sell up to $14,661,873 of common stock through the at-the-market offering.
- The company amended its equity distribution agreement to increase agent compensation, which may incentivize sales.
Capital raise
25 March 2024 4:37 PM
Annual Results
- The company's authorized but unissued Common Stock and Preferred Stock are available for future issuances without stockholder approval.
- The company could utilize these shares for future offerings to raise additional capital.
Worse than expected
21 March 2024 8:20 AM
Quarterly Report
- The company's net loss for the full year increased significantly compared to the previous year, indicating worse than expected financial performance.
Capital raise
21 March 2024 8:20 AM
Quarterly Report
- The company completed a $2.8 million public offering of common stock and warrants to increase institutional ownership and improve stock trading volumes.
Capital raise
29 February 2024 5:24 PM
Lease Amendment
- The company issued a Series H Common Stock Purchase Warrant to the landlord.
- The warrant allows the landlord to purchase 890,313 shares of the company's common stock.
- The exercise of the warrant could result in a capital raise for the company, but also dilute existing shareholders.
Worse than expected
29 February 2024 5:24 PM
Lease Amendment
- The company has increased its debt and diluted its equity through the warrant issuance.
- The company has increased its base rent obligations.
- The company has pledged a 20% membership interest in Sandlot HOFV Canton SC, LLC, as collateral.
Worse than expected
18 January 2024 5:12 PM
Loan Agreement Amendment
- The company's debt has increased significantly to $12,751,934.09, indicating a worsening financial position despite the asset sale.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.