8-K: Hall of Fame Resort & Entertainment Company Reports Second Quarter 2024 Results
Summary
- Hall of Fame Resort & Entertainment Company reported a second quarter revenue of $4.7 million, which is a 23% decrease compared to the same period last year.
- The company's net loss attributable to shareholders was $15.8 million, compared to a $13.6 million loss in the prior year.
- Adjusted EBITDA for the quarter was a loss of $4.2 million, an improvement from the $6.2 million loss in the same period last year.
- The company's cash balance at the end of the quarter was $6.4 million, including $5.0 million in restricted cash.
- The company restructured $21.0 million of debt and secured $1.5 million in additional financing.
- They also secured $9.9 million in financing for energy efficiency measures and $9.8 million in grants for the Hall of Fame Village development.
- The company hosted several events including a gaming tournament and a comedy festival.
Sentiment
Score: 4
Explanation: The sentiment is moderately negative due to the decrease in revenue and increase in net loss, although there are some positive aspects such as improved EBITDA and secured financing.
Positives
- The company improved its adjusted EBITDA loss to $4.2 million from $6.2 million year-over-year.
- The company successfully restructured $21.0 million of debt, extending maturity dates and payment terms.
- The company secured $1.5 million in additional financing from the Stark Community Foundation.
- The company secured $9.9 million in financing from Constellation for energy efficiency measures.
- The company was awarded a $9.8 million grant from the State of Ohio for development of the Hall of Fame Village.
- The company received a $500 thousand grant from the Stark Community Foundation.
- The company successfully hosted several events, including a gaming tournament and a comedy festival, attracting visitors to the campus.
Negatives
- Second quarter revenue decreased by 23% compared to the same period in the prior year.
- The net loss attributable to shareholders increased to $15.8 million from $13.6 million year-over-year.
- The company's cash balance decreased to $6.4 million from $6.9 million at the end of the previous quarter.
Risks
- The company is still in its early stages and is building new assets, which carries inherent risks.
- The company's ability to execute its business plan and meet projections depends on obtaining financing for construction and working capital.
- The company faces risks related to general economic and market conditions, particularly in the resort and entertainment industry.
- Increased inflation could negatively impact the company's financial performance.
- The company's ability to maintain its listing on Nasdaq is not guaranteed.
- The company is subject to litigation risks.
Future Outlook
The company is focused on completing the capital stacks for the Gameday Bay Waterpark and Tapestry Hotel, growing media and gaming content, and delivering unique experiences. They are working towards achieving long-term financial goals.
Management Comments
- Hall of Fame Resort & Entertainment Company President and CEO Michael Crawford stated that the company has successfully demonstrated its ability to make marked improvements in overall operational efficiency and evolve its Eat, Stay, and Play strategy.
- Michael Crawford also noted that the company is focused on completing the capital stacks of its Gameday Bay Waterpark and Tapestry Hotel, continuing to grow the type of media and gaming content that they are producing and distributing, as well as delivering one-of-a-kind experiences.
Industry Context
The company operates in the competitive resort, entertainment, and media industry, leveraging the popularity of professional football. The results reflect the challenges of building new assets and scaling operations in this sector.
Comparison to Industry Standards
- Comparing HOFV's performance to established resort and entertainment companies like Disney or Universal Studios is difficult due to its early stage of development.
- The company's focus on sports-related entertainment is a niche market, making direct comparisons to broader entertainment companies less relevant.
- The company's adjusted EBITDA loss of $4.2 million is an improvement year-over-year, but still indicates a need for further operational improvements.
- The company's revenue decrease of 23% suggests challenges in attracting visitors and generating revenue compared to more mature entertainment venues.
Stakeholder Impact
- Shareholders will be concerned about the decreased revenue and increased net loss.
- Employees may be impacted by the company's financial performance.
- Customers may be affected by the company's ability to deliver quality experiences.
- Suppliers and creditors may be impacted by the company's financial stability.
Next Steps
- The company will host a conference call and webcast on August 13, 2024, to discuss the results.
- The company will continue to work on completing the capital stacks of the Gameday Bay Waterpark and Tapestry Hotel.
- The company will continue to grow its media and gaming content.
- The company will continue to deliver unique experiences.
Key Dates
- August 12, 2024: Date of the press release announcing second quarter 2024 results.
- August 13, 2024: Date of the conference call and webcast to discuss the second quarter results.
- August 15, 2024: Date the 8-K report was signed.
Keywords
Filings with Classifications
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.
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.
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).
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Current Report (8-K)
- The maturity dates of debt instruments and convertible notes have been delayed.
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.
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.
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.
Annual Report
- The Company postponed its 2024 Annual Meeting of Stockholders.
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.
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.
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.
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.
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.
Quarterly Report
- The company's waterpark project has been delayed due to the termination of the ground lease.
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.
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.
Current Report
- The 2024 Annual Meeting of Stockholders has been postponed from its original date of November 21, 2024.
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.
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.
Shareholder Letter
- Second quarter revenue was below the prior year, indicating worse than expected performance.
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.
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.
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.
Quarterly Report
- The company has delayed payment of base rent for the waterpark ground lease, which could lead to a default.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Quarterly Report
- The company's net loss for the full year increased significantly compared to the previous year, indicating worse than expected financial performance.
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.
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.
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.