Hall of Fame Resort & Entertainment pany(HOFV) - 2021 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION This part presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis Item 1. Financial Statements This section presents unaudited condensed consolidated financial statements, including balance sheets, statements of operations, and cash flows, along with detailed notes Condensed Consolidated Balance Sheets This section details the company's financial position, presenting assets, liabilities, and stockholders' equity at specific dates Fair Value of Warrant Liabilities as of March 31, 2021 | As of: | March 31, 2021 (USD) | December 31, 2020 (USD) | | :--- | :--- | :--- | | Assets | | | | Cash | $50,320,435 | $7,145,661 | | Restricted cash | $18,228,113 | $32,907,800 | | Total assets | $350,844,832 | $310,844,303 | | Liabilities | | | | Notes payable, net | $102,431,787 | $98,899,367 | | Warrant liability | $84,298,000 | $19,112,000 | | Total liabilities | $205,154,466 | $145,762,582 | | Stockholders' Equity | | | | Total equity | $145,690,366 | $165,081,721 | | Total liabilities and stockholders' equity | $350,844,832 | $310,844,303 | Condensed Consolidated Statements of Operations This section outlines the company's financial performance over specific periods, detailing revenues, expenses, and net loss Condensed Consolidated Statements of Operations | For the Three Months Ended | March 31, 2021 (USD) | March 31, 2020 (USD) | | :--- | :--- | :--- | | Total revenues | $1,915,319 | $1,963,541 | | Total operating expenses | $9,862,768 | $9,856,960 | | Loss from operations | $(7,947,449) | $(7,893,419) | | Total other expense | $(118,150,022) | $(5,244,423) | | Net loss | $(126,097,471) | $(13,137,842) | | Net loss attributable to HOFRE stockholders | $(126,147,182) | $(13,137,842) | | Net loss per share - basic and diluted | $(1.67) | $(2.42) | | Weighted average shares outstanding, basic and diluted | 75,350,163 | 5,436,000 | Condensed Consolidated Statement of Changes in Stockholders' Equity This section tracks changes in the company's equity accounts, including common stock, paid-in capital, and accumulated deficit Condensed Consolidated Statement of Changes in Stockholders' Equity | Item | As of January 1, 2021 (Shares) | As of March 31, 2021 (Shares) | | :--- | :--- | :--- | | Common Stock Shares | 64,091,266 | 94,178,308 | | Common Stock Amount | $6,410 | $9,419 | | Additional Paid-In Capital | $172,112,688 | $278,815,795 | | Accumulated Deficit | $(6,840,871) | $(132,988,053) | | Total Equity Attributable to HOFRE Stockholder | $165,278,227 | $145,837,161 | | Non-controlling Interest | $(196,506) | $(146,795) | | Total Stockholders' Equity | $165,081,721 | $145,690,366 | - Stock-based compensation on RSU: $1,386,543 - February 12, 2021 Capital Raise, net of offering costs: $27,561,998 - February 18, 2021 Overallotment, net of offering costs: $4,184,998 - Exercise of Warrants: $73,572,577 - Net loss: $(126,097,471) Condensed Consolidated Statements of Cash Flows This section details the company's cash inflows and outflows from operating, investing, and financing activities Summary of Cash Flows | Cash Flows From | Three Months Ended March 31, 2021 (USD) | Three Months Ended March 31, 2020 (USD) | | :--- | :--- | :--- | | Operating Activities | $(7,860,779) | $(4,469,574) | | Investing Activities | $(16,656,538) | $(7,164,875) | | Financing Activities | $53,012,404 | $17,149,751 | | Net increase in cash and restricted cash | $28,495,087 | $5,515,302 | | Cash and restricted cash, end of year | $68,548,548 | $14,129,894 | - Cash paid during the year for interest (2021): $955,308 (2020): $765,178[12] - Project development cost acquired through accounts payable and accrued expenses, net (2021): $6,595,625 (2020): $195,957[12] - Settlement of warrant liability (2021): $51,165,000[13] Notes to the Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements Note 1: Organization and Nature of Business This note describes the company's formation, core operations, COVID-19 impact, and liquidity, highlighting recurring losses and financing needs - The Company is a resort and entertainment company leveraging professional football, owning the Hall of Fame Village powered by Johnson Controls, a multi-use sports, entertainment, and media destination[18] - COVID-19 has negatively impacted the Company's business by reducing events, attendance, sponsorship sales, and hotel occupancy rates[21] - The Company has sustained recurring losses and negative cash flows, with significant debt maturing within 12 months[25] - Recent financing includes a $15 million private placement and a $34.5 million public offering, providing sufficient cash for the next year, but additional financing will be needed for long-term development[26][27] Note 2: Summary of Significant Accounting Policies This note outlines significant accounting policies, including basis of presentation, consolidation, emerging growth company status, estimates, and warrant liabilities - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards, which may affect comparability with other public companies[36][37] - Warrants for Common Stock not indexed to the Company's own stock are accounted for as liabilities at fair value and are subject to remeasurement at each balance sheet date, with changes recognized in other expense[43] Fair Value of Warrant Liabilities as of March 31, 2021 | Warrant Type | Level | Fair Value (USD) | | :--- | :--- | :--- | | Public Warrants | 1 | $26,260,000 | | Private Warrants | 3 | $2,500,000 | | November Warrants | 3 | $17,252,000 | | December Warrants | 3 | $38,286,000 | | Total Aggregate Warrant Liabilities | | $84,298,000 | Changes in Fair Value of Warrant Liabilities (Q1 2021) | Item | Public Warrants (USD) | Private Warrants (USD) | November Warrants (USD) | December Warrants (USD) | Total Warrant Liability (USD) | | :--- | :--- | :--- | :--- | :--- | :--- | | Fair value as of December 31, 2020 | $4,130,000 | $420,000 | $9,781,000 | $4,781,000 | $19,112,000 | | Settlement of warrants exercised | - | - | $(51,165,000) | - | $(51,165,