Business Wire | Aug 12, 2021 04:31PM EDT

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

Aug. 12, 2021

CANTON, Ohio--(BUSINESS WIRE)--Aug. 12, 2021--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 fiscal 2021 results for the period ended June 30, 2021.

"There have been many key events achieved during the second quarter and continuing into the third quarter, highlighting the strength of the ecosystem that we are creating," stated Michael Crawford, President and CEO of HOFV. "The foundation that has been laid has created momentum across all business verticals. The last months have been exciting and show the strength of the team to achieve all these accomplishments. We, together with the Pro Football Hall of Fame, hosted Enshrinement Week last week with thousands of people coming to the Hall of Fame Village powered by Johnson Controls to celebrate two Enshrinements (2020 and 2021), the NFL Hall of Fame Game, and concert. Within our Hall of Fame Village Media subsidiary, we co-produced World Chase Tag ("WCT") 2021 Championships and launched a set of NFTs for six football legends. Finally, within our gaming vertical, our Hall of Fantasy league announced the front offices for each of the teams and launched an app."

Key Financial Highlights

* Second quarter revenue was $2.4 million, an increase of 39% compared to the same period of the prior year, primarily driven by hotel revenue. Event and rental revenue also contributed to revenue. * Second quarter net income was $15.5 million. This was primarily due to income of $26.3 million related to a change in fair value of warrant liability . * Second quarter adjusted EBITDA was a loss of $5.6 million, compared to $1.3M in the same period of the prior year, resulting from increased investments in operations. See page 6 for reconciliation of net income attributable to Hall of Fame Resort & Entertainment Company stockholders to adjusted EBITDA. * The Company finished its second quarter with a cash balance, including restricted cash, of $73.7 million, compared to $68.5 million as of March 31, 2021. The increased cash balance was driven by proceeds from the Series B preferred shares and warrants issued during the quarter.

Second Quarter Business Highlights

* Recognized with 2020 Hilton Legacy Award for our conversion and launch of the DoubleTree by Hilton Canton Downtown Hotel. * Announced Hall of Fame Running Back Terrell Davis as the commissioner of the Hall of Fantasy League for the inaugural 2021-2022 season. * Completed $15.2M raise of Series B preferred stock and warrants in June to further strengthen the Company's balance sheet. * Announced collaboration with Tupelo Honey, WCT, and ESPN to produce World Chase Tag 2021 Championships. The Company hosted the competition with the event being televised on ESPN.

Subsequent To Quarter End Highlights

* Announced partnership with Esports Entertainment Group to become the official esports provider and will operate a Helix eSports entertainment center that is scheduled to open in 2022. * Partnered with Venuetize to develop a mobile app to provide guests with information and more convenient visits to the Hall of Fame Village powered by Johnson Controls. * Announced front office staff for the Hall of Fantasy League's inaugural 2021-2022 season with former NFL players and top fantasy experts leading the franchises. * Signed a multi-year sponsorship agreement with Hendrickson, a leading global manufacturer and supplier of commercial transportation products. * Launched "Playbooks", a collectible series of NFTs highlighting memorable plays of six pro football legends.

Conference Call

The Company will host a conference call and webcast Friday, August 13, 2021, beginning at 8:30 a.m. ET, to provide commentary on the business. Speaking on the call will be Michael Crawford, President and Chief Executive Officer, and Jason Krom, Chief Financial Officer.

Investors and all other interested parties can access the live webcast and replay at the Company's website: ir.hofreco.com.

About Hall of Fame Resort & Entertainment Company

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

Forward-Looking Statements

Certain statements made herein are "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words and phrases such as "opportunity," "future," "will," "goal," and "look forward" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include the inability to recognize the anticipated benefits of the business combination; costs related to the business combination; the inability to maintain the listing of the Company's shares on Nasdaq; the Company's ability to manage growth; the Company's ability to execute its business plan and meet its projections, including refinancing its existing term loan and 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 potential adverse effects of the ongoing global coronavirus (COVID-19) pandemic on capital markets, general economic conditions, unemployment and the Company's liquidity, operations and personnel, as well as those risks and uncertainties discussed from time to time in our reports and other public filings with the SEC. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) For the Three Months Ended June For the Six Months Ended June 30, 30,

2021 2020 2021 2020

Revenues Sponsorships,net of $ 1,508,402 $ 1,660,928 $ 2,983,838 $ 3,321,856 activationcostsRents and cost 55,078 42,657 96,961 317,437 recoveriesEvent revenues 5,057 - 6,719 27,833

Hotel revenues 795,222 - 1,191,560 -

Total revenues $ 2,363,759 $ 1,703,585 $ 4,279,078 $ 3,667,126

Operating expensesProperty 6,219,781 2,428,283 12,228,780 9,112,269 operatingexpensesHotel operating 1,596,989 - 2,363,154 - expensesCommission 260,583 607,126 427,250 1,057,980 expenseDepreciation 2,972,130 2,723,303 5,893,067 5,445,423 expenseTotal operating $ 11,049,483 $ 5,758,712 $ 20,912,251 $ 15,615,672 expenses Loss from (8,685,724 ) (4,055,127 ) (16,633,173 ) (11,948,546 )operations Other expense Interest (1,004,419 ) (2,199,785 ) (1,959,727 ) (4,209,795 )expenseAmortization of (1,164,613 ) (3,443,333 ) (2,398,727 ) (6,677,746 )discount onnote payableChange in fairvalue of 26,315,888 - (90,035,112 ) - warrantliabilityGain on - - 390,400 - extinguishmentof debtTotal other $ 24,146,856 $ (5,643,118 ) $ (94,003,166 ) $ (10,887,541 )income(expense) Net income $ 15,461,132 $ (9,698,245 ) $ (110,636,339 ) $ (22,836,087 )(loss) Series B $ (130,000 ) - $ (130,000 ) -preferred stock dividendsNon-controlling 209,921 - 160,210 - interest Net lossattributable to $ 15,541,053 $ (9,698,245 ) $ (110,606,129 ) $ (22,836,087 )HOFREstockholders Net loss per $ 0.16 $ (1.78 ) $ (1.30 ) $ (4.20 )share - basic Weightedaverage shares 94,397,222 5,436,000 84,978,294 5,436,000 outstanding,basic Net loss per $ - $ (1.78 ) $ (1.30 ) $ (4.20 )share - diluted Weightedaverage shares 107,353,272 5,436,000 84,978,294 5,436,000 outstanding,diluted HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETSAs of:June 30, 2021December 31, 2020(unaudited)AssetsCash$

61,908,208

$

7,145,661

Restricted cash11,759,884

32,907,800

Accounts receivable, net869,421

1,545,089

Prepaid expenses and other assets8,954,346

6,920,851

Property and equipment, net150,151,539

154,355,763

Project development costs126,595,920

107,969,139

Total assets$

360,239,318

$

310,844,303

Liabilities and stockholders' equityLiabilitiesNotes payable, net$

103,534,759

$

98,899,367

Accounts payable and accrued expenses12,825,686

20,538,190

Due to affiliate1,901,992

1,723,556

Warrant liability55,805,000

19,112,000

Other liabilities5,213,829

5,489,469

Total liabilities179,281,266

145,762,582

Commitments and contingenciesStockholders' equityUndesignated preferred stock, $0.0001 par value; 4,932,200 sharesauthorized; no shares issued or outstanding at June 30, 2021 andDecember 31, 2020-

-

Series B convertible preferred stock, $0.0001 par value; 15,200 sharesdesignated; 15,200 and 0 shares issued and oustanding at June 30, 2021and December 31, 2020, respectively2

-

Common stock, $0.0001 par value; 300,000,000 shares authorized;94,872,068 and 64,091,266 shares issued and outstanding at June 30,2021 and December 31, 2020, respectively9,488

6,410

Additional paid-in capital298,752,278

172,112,688

Accumulated deficit(117,447,000

)

(6,840,871

)

Total equity attributable to HOFRE181,314,768

165,278,227

Non-controlling interest(356,716

)

(196,506

)

Total equity180,958,052

165,081,721

Total liabilities and stockholders' equity$

360,239,318

$

310,844,303

HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS As of: June 30, 2021 December 31, 2020 (unaudited)AssetsCash $ 61,908,208 $ 7,145,661

Restricted cash 11,759,884 32,907,800

Accounts receivable, net 869,421 1,545,089

Prepaid expenses and other assets 8,954,346 6,920,851

Property and equipment, net 150,151,539 154,355,763

Project development costs 126,595,920 107,969,139

Total assets $ 360,239,318 $ 310,844,303

Liabilities and stockholders' equityLiabilitiesNotes payable, net $ 103,534,759 $ 98,899,367

Accounts payable and accrued expenses 12,825,686 20,538,190

Due to affiliate 1,901,992 1,723,556

Warrant liability 55,805,000 19,112,000

Other liabilities 5,213,829 5,489,469

Total liabilities 179,281,266 145,762,582

Commitments and contingencies Stockholders' equityUndesignated preferred stock, $0.0001 parvalue; 4,932,200 sharesauthorized; no shares issued or outstanding atJune 30, 2021 and - - December 31, 2020

Series B convertible preferred stock, $0.0001par value; 15,200 shares 2 - designated; 15,200 and 0 shares issued andoustanding at June 30, 2021and December 31, 2020, respectivelyCommon stock, $0.0001 par value; 300,000,000shares authorized;94,872,068 and 64,091,266 shares issued and 9,488 6,410 outstanding at June 30,2021 and December 31, 2020, respectivelyAdditional paid-in capital 298,752,278 172,112,688

Accumulated deficit (117,447,000 ) (6,840,871 )

Total equity attributable to HOFRE 181,314,768 165,278,227

Non-controlling interest (356,716 ) (196,506 )

Total equity 180,958,052 165,081,721

Total liabilities and stockholders' equity $ 360,239,318 $ 310,844,303

HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited)For the Six Months Ended June 30,2021

2020

Cash Flows From Operating ActivitiesNet loss$

(110,636,339

)

$

(22,836,087

)

Adjustments to reconcile net loss to cash flows used in operating activitiesDepreciation expense5,893,067

5,445,423

Amortization of note discounts2,398,727

6,677,746

Interest paid in kind952,012

2,199,714

Gain on forgiveness of debt(390,400

)

-

Change in fair value of warrant liability90,035,112

-

Stock-based compensation expense3,006,692

-

Changes in operating assets and liabilities:Accounts receivable675,668

(346,185

)

Prepaid expenses and other assets(2,033,495

)

(3,550,720

)

Accounts payable and accrued expenses(2,060,008

)

2,121,854

Due to affiliates178,436

(3,619,101

)

Other liabilities(275,640

)

3,441,126

Net cash used in operating activities(12,256,168

)

(10,466,230

)

Cash Flows From Investing ActivitiesAdditions to project development costs and property and equipment(26,098,120

)

(14,688,633

)

Purchase of leasehold improvements-

(156,390

)

Net cash used in investing activities(26,098,120

)

(14,845,023

)

Cash Flows From Financing ActivitiesProceeds from notes payable6,000,000

36,014,210

Repayments of notes payable(4,309,947

)

(5,572,102

)

Payment of financing costs(15,000

)

(135,268

)

Proceeds from sale of Series B preferred stock and warrants15,200,000

-

Proceeds from equity raises, net of offering costs31,746,996

-

Proceeds from exercise of warrants23,346,870

-

Net cash provided by financing activities71,968,919

30,306,840

Net increase in cash and restricted cash33,614,631

4,995,587

Cash and restricted cash, beginning of year40,053,461

8,614,592

Cash and restricted cash, end of year$

73,668,092

$

13,610,179

Cash$

61,908,208

$

2,149,500

Restricted Cash11,759,884

11,460,679

Total cash and restricted cash$

73,668,092

$

13,610,179

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 presentation includes references to the following non-GAAP financial measures: EBITDA and adjusted EBITDA. These are important financial measures used in the management of the business, including decisions concerning the allocation of resources and assessment of performance. Management believes that reporting these non-GAAP financial measures is useful to investors as these measures are representative of the company's performance and provide improve comparability of results. See the table below for the definitions of the non-GAAP financial measures referred to above and corresponding reconciliations of these non-GAAP financial measures to the most comparable GAAP financial measures. Non-GAAP financial measures should be viewed as additions to, and not as alternatives for HOFV's results prepared in accordance with GAAP. In additional, the non-GAAP measures HOFV uses may differ from non-GAAP measures used by other companies, and other companies may not define the non-GAAP measures the company uses in the same way.

HALL OF FAME RESORT & ENTERTAINMENT COMPANY AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited) For the Six Months Ended June 30, 2021 2020

Cash Flows From Operating ActivitiesNet loss $ (110,636,339 ) $ (22,836,087 )

Adjustments to reconcile net loss to cashflows used in operating activitiesDepreciation expense 5,893,067 5,445,423

Amortization of note discounts 2,398,727 6,677,746

Interest paid in kind 952,012 2,199,714

Gain on forgiveness of debt (390,400 ) -

Change in fair value of warrant liability 90,035,112 -

Stock-based compensation expense 3,006,692 -

Changes in operating assets and liabilities:Accounts receivable 675,668 (346,185 )

Prepaid expenses and other assets (2,033,495 ) (3,550,720 )

Accounts payable and accrued expenses (2,060,008 ) 2,121,854

Due to affiliates 178,436 (3,619,101 )

Other liabilities (275,640 ) 3,441,126

Net cash used in operating activities (12,256,168 ) (10,466,230 )

Cash Flows From Investing ActivitiesAdditions to project development costs and (26,098,120 ) (14,688,633 )property and equipmentPurchase of leasehold improvements - (156,390 )

Net cash used in investing activities (26,098,120 ) (14,845,023 )

Cash Flows From Financing ActivitiesProceeds from notes payable 6,000,000 36,014,210

Repayments of notes payable (4,309,947 ) (5,572,102 )

Payment of financing costs (15,000 ) (135,268 )

Proceeds from sale of Series B preferred 15,200,000 - stock and warrantsProceeds from equity raises, net of offering 31,746,996 - costsProceeds from exercise of warrants 23,346,870 -

Net cash provided by financing activities 71,968,919 30,306,840

Net increase in cash and restricted cash 33,614,631 4,995,587

Cash and restricted cash, beginning of year 40,053,461 8,614,592

Cash and restricted cash, end of year $ 73,668,092 $ 13,610,179

Cash $ 61,908,208 $ 2,149,500

Restricted Cash 11,759,884 11,460,679

Total cash and restricted cash $ 73,668,092 $ 13,610,179

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 presentation includes references to the following non-GAAP financial measures: EBITDA and adjusted EBITDA. These are important financial measures used in the management of the business, including decisions concerning the allocation of resources and assessment of performance. Management believes that reporting these non-GAAP financial measures is useful to investors as these measures are representative of the company's performance and provide improve comparability of results. See the table below for the definitions of the non-GAAP financial measures referred to above and corresponding reconciliations of these non-GAAP financial measures to the most comparable GAAP financial measures. Non-GAAP financial measures should be viewed as additions to, and not as alternatives for HOFV's results prepared in accordance with GAAP. In additional, the non-GAAP measures HOFV uses may differ from non-GAAP measures used by other companies, and other companies may not define the non-GAAP measures the company uses in the same way.

For the Three Months Ended June 30, 2021 2020

Adjusted EBITDA ReconciliationNet income (loss) attributable to HOFRE $ 15,541,053 $ (9,698,245 )stockholders(Benefit from) provision for income taxes - -

Interest expense 1,004,419 2,199,785

Depreciation expense 2,972,130 2,723,303

Amortization of note discounts 1,164,613 3,443,333

EBITDA 20,682,215 (1,331,824 )

Change in fair value of warrant liability (26,315,888 ) -

Adjusted EBITDA $ (5,633,673 ) $ (1,331,824 )

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CONTACT: Media/Investor Contacts: Media Inquiries: public.relations@hofreco.com Investor Inquiries: investor.relations@hofreco.com