Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 13, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | HALL OF FAME RESORT & ENTERTAINMENT COMPANY | |
Trading Symbol | HOFV | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 94,285,068 | |
Amendment Flag | false | |
Entity Central Index Key | 0001708176 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38363 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-3235695 | |
Entity Address, Address Line One | 2626 Fulton Drive NW | |
Entity Address, City or Town | Canton | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 44718 | |
City Area Code | (330) | |
Local Phone Number | 458–9176 | |
Entity Interactive Data Current | Yes | |
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Common stock, $.0001 par value per share |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash | $ 50,320,435 | $ 7,145,661 |
Restricted cash | 18,228,113 | 32,907,800 |
Accounts receivable, net | 956,778 | 1,545,089 |
Prepaid expenses and other assets | 11,874,628 | 6,920,851 |
Property and equipment, net | 153,447,521 | 154,355,763 |
Project development costs | 116,017,357 | 107,969,139 |
Total assets | 350,844,832 | 310,844,303 |
Liabilities | ||
Notes payable, net | 102,431,787 | 98,899,367 |
Accounts payable and accrued expenses | 11,387,699 | 20,538,190 |
Due to affiliate | 1,922,868 | 1,723,556 |
Warrant liability | 84,298,000 | 19,112,000 |
Other liabilities | 5,114,112 | 5,489,469 |
Total liabilities | 205,154,466 | 145,762,582 |
Commitments and contingencies (Note 7 and 8) | ||
Stockholders’ equity | ||
Undesignated preferred stock, $0.0001 par value; 4,947,200 shares authorized; no shares issued or outstanding at March 31, 2021 and December 31, 2020 | ||
Common stock, $0.0001 par value; 300,000,000 shares authorized; 94,178,308 and 64,091,266 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 9,419 | 6,410 |
Additional paid-in capital | 278,815,795 | 172,112,688 |
Accumulated deficit | (132,988,053) | (6,840,871) |
Total equity attributable to HOFRE | 145,837,161 | 165,278,227 |
Non-controlling interest | (146,795) | (196,506) |
Total equity | 145,690,366 | 165,081,721 |
Total liabilities and stockholders’ equity | $ 350,844,832 | $ 310,844,303 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 4,947,200 | 4,947,200 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 94,178,308 | 64,091,266 |
Common stock, shares outstanding | 94,178,308 | 64,091,266 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues | ||
Sponsorships, net of activation costs | $ 1,475,436 | $ 1,660,928 |
Rents and cost recoveries | 41,883 | 274,780 |
Event revenues | 1,662 | 27,833 |
Hotel revenues | 396,338 | |
Total revenues | 1,915,319 | 1,963,541 |
Operating expenses | ||
Property operating expenses | 6,008,999 | 6,683,986 |
Hotel operating expenses | 766,165 | |
Commission expense | 166,667 | 450,854 |
Depreciation expense | 2,920,937 | 2,722,120 |
Total operating expenses | 9,862,768 | 9,856,960 |
Loss from operations | (7,947,449) | (7,893,419) |
Other expense | ||
Interest expense | (955,308) | (2,010,010) |
Amortization of discount on note payable | (1,234,114) | (3,234,413) |
Change in fair value of warrant liability | (116,351,000) | |
Gain on forgiveness of debt | 390,400 | |
Total other expense | (118,150,022) | (5,244,423) |
Net loss | (126,097,471) | (13,137,842) |
Non-controlling interest | (49,711) | |
Net loss attributable to HOFRE stockholders | $ (126,147,182) | $ (13,137,842) |
Net loss per share - basic and diluted (in Dollars per share) | $ (1.67) | $ (2.42) |
Weighted average shares outstanding, basic and diluted (in Shares) | 75,350,163 | 5,436,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes In Stockholders’ Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Total Equity Attributable to HOFRE Stockholder | Non- controlling Interest | Total |
Balance at Dec. 31, 2019 | $ 544 | $ 34,948,795 | $ 34,949,339 | $ 34,949,339 | ||
Balance (in Shares) at Dec. 31, 2019 | 5,436,000 | |||||
Net (loss) income | (13,137,842) | (13,137,842) | (13,137,842) | |||
Balance at Mar. 31, 2020 | $ 544 | 21,810,953 | 21,811,497 | 21,811,497 | ||
Balance (in Shares) at Mar. 31, 2020 | 5,436,000 | |||||
Balance at Dec. 31, 2020 | $ 6,410 | 172,112,688 | (6,840,871) | 165,278,227 | (196,506) | 165,081,721 |
Balance (in Shares) at Dec. 31, 2020 | 64,091,266 | |||||
Stock-based compensation on RSU | 1,386,543 | 1,386,543 | 1,386,543 | |||
February 12, 2021 Capital Raise, net of offering costs | $ 1,224 | 27,560,774 | 27,561,998 | 27,561,998 | ||
February 12, 2021 Capital Raise, net of offering costs (in Shares) | 12,244,897 | |||||
February 18, 2021 Overallotment, net of offering costs | $ 184 | 4,184,814 | 4,184,998 | 4,184,998 | ||
February 18, 2021 Overallotment, net of offering costs (in Shares) | 1,836,734 | |||||
Exercise of Warrants | $ 1,601 | 73,570,976 | 73,572,577 | 73,572,577 | ||
Exercise of Warrants (in Shares) | 16,005,411 | |||||
Net (loss) income | (126,147,182) | (126,147,182) | 49,711 | (126,097,471) | ||
Balance at Mar. 31, 2021 | $ 9,419 | $ 278,815,795 | $ (132,988,053) | $ 145,837,161 | $ (146,795) | $ 145,690,366 |
Balance (in Shares) at Mar. 31, 2021 | 94,178,308 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows From Operating Activities | ||
Net loss | $ (126,097,471) | $ (13,137,842) |
Adjustments to reconcile net loss to cash flows used in operating activities | ||
Depreciation expense | 2,920,937 | 2,722,120 |
Amortization of note discounts | 1,234,114 | 3,234,413 |
Prepaid rent | (1,463,093) | |
Interest paid in kind | 380,860 | 552,903 |
Gain on forgiveness of debt | (390,400) | |
Change in fair value of warrant liability | 116,351,000 | |
Stock-based compensation expense | 1,386,543 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 588,311 | 239,783 |
Prepaid expenses and other assets | (1,503,762) | (4,670) |
Accounts payable and accrued expenses | (2,554,866) | (275,749) |
Due to affiliates | 199,312 | 2,294,821 |
Other liabilities | (375,357) | 1,367,740 |
Net cash used in operating activities | (7,860,779) | (4,469,574) |
Cash Flows From Investing Activities | ||
Additions to project development costs and property equipment | (16,656,538) | (7,164,875) |
Net cash used in investing activities | (16,656,538) | (7,164,875) |
Cash Flows From Financing Activities | ||
Proceeds from notes payable | 5,100,000 | 19,109,624 |
Repayments of notes payable | (2,777,154) | (1,825,630) |
Payment of financing costs | (15,000) | (134,243) |
Proceeds from equity raises | 31,746,996 | |
Proceeds from exercise of warrants | 18,957,562 | |
Net cash provided by 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, beginning of year | 40,053,461 | 8,614,592 |
Cash and restricted cash, end of year | 68,548,548 | 14,129,894 |
Supplemental disclosure of cash flow information | ||
Cash paid during the year for interest | 955,308 | 765,178 |
Cash paid for income taxes | ||
Non-cash investing and financing activities | ||
Project development cost acquired through accounts payable and accrued expenses, net | 6,595,625 | 195,957 |
Settlement of warrant liability | 51,165,000 | |
Amounts due from exercise of warrants from transfer agent included in prepaid expenses and other assets | 3,450,015 | |
Cash | 50,320,435 | 911,015 |
Restricted Cash | 18,228,113 | 13,218,879 |
Total cash and restricted cash | $ 68,548,548 | $ 14,129,894 |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended |
Mar. 31, 2021 | |
Organization and Nature of Business [Abstract] | |
Organization and Nature of Business | Note 1: Organization and Nature of Business Organization and Nature of Business Hall of Fame Resort & Entertainment Company, a Delaware corporation (together with its subsidiaries, unless the context indicates otherwise, the “Company” or “HOFRE”), was incorporated in Delaware as GPAQ Acquisition Holdings, Inc., a wholly owned subsidiary of our legal predecessor, Gordon Pointe Acquisition Corp. (“GPAQ”), a special purpose acquisition company. On July 1, 2020, the Company consummated a business combination with HOF Village, LLC, a Delaware limited liability company (“HOF Village”), pursuant to an Agreement and Plan of Merger dated September 16, 2019 (as amended on November 6, 2019, March 10, 2020 and May 22, 2020, the “Merger Agreement”), by and among the Company, GPAQ, GPAQ Acquiror Merger Sub, Inc., a Delaware corporation (“Acquiror Merger Sub”), GPAQ Company Merger Sub, LLC, a Delaware limited liability company (“Company Merger Sub”), HOF Village and HOF Village Newco, LLC, a Delaware limited liability company (“Newco”). The transactions contemplated by the Merger Agreement are referred to in the Company’s Form 10-K/A as the “Business Combination” filed on May 12, 2021. The Company is a resort and entertainment company leveraging the power and popularity of professional football and its legendary players in partnership with the National Football Museum, Inc., doing business as the Pro Football Hall of Fame (“PFHOF”). Headquartered in Canton, Ohio, the Company owns the Hall of Fame Village powered by Johnson Controls, a multi-use sports, entertainment and media destination centered around the PFHOF’s campus. The Company is creating a diversified set of revenue streams through developing themed attractions, premier entertainment programming, sponsorships and media. The Company has entered into several agreements with PFHOF, an affiliate of HOFRE, and certain government entities, which outline the rights and obligations of each of the parties with regard to the property on which the Hall of Fame Village powered by Johnson Controls sits, portions of which are owned by the Company and portions of which are net leased to the Company by the government entities (see Note 7 for additional information). Under these agreements, the PFHOF and the government entities are entitled to use portions of the Hall of Fame Village powered by Johnson Controls on a direct-cost basis. COVID-19 During 2020 and continuing into 2021, the world has been, and continues to be, impacted by the novel coronavirus (COVID-19) pandemic. COVID-19 and measures to prevent its spread impacted the Company’s business in a number of ways, most significantly with regard to a reduction in the number of events and attendance at events at Tom Benson Hall of Fame Stadium and National Youth Football and Sports Complex, which negatively impacts the Company’s ability to sell sponsorships. Also, the Company opened its newly renovated DoubleTree by Hilton in Canton in November 2020, but the occupancy rate has been negatively impacted by the pandemic. The impact of these disruptions and the extent of their adverse impact on its financial and operating results will be dictated by the length of time that such disruptions continue, which will, in turn, depend on the currently unknowable duration and severity of the impacts of COVID-19, and among other things, the impact of governmental actions imposed in response to COVID-19 and individuals’ and companies’ risk tolerance regarding health matters going forward and developing strain mutations. Liquidity The Company has sustained recurring losses and negative cash flows from operations through March 31, 2021. In addition, the Company has significant debt obligations maturing in the 12 month period subsequent to the date these consolidated financial statements are issued. Since inception, the Company’s operations have been funded principally through the issuance of debt and equity. As of March 31, 2021, the Company had approximately $50 million of cash and cash equivalents and $18 million of restricted cash, respectively. On January 28, 2021, the Company executed a binding term sheet with IRG, LLC pursuant to which the Company agreed to issue and sell to IRG, LLC in a private placement of preferred stock and warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), for a purchase price of $15 million. The private placement is expected to close in the second quarter of 2021. In addition, during February 2021, the Company received approximately $34.5 million from the issuance of shares of its Common Stock, net of offering costs. The Company will deposit up to $25 million of the net proceeds from the private placement and the underwritten public offering in the account (the “Proceeds Account”) controlled by Aquarian (defined below) required under our term loan agreement among the Company, Newco, and certain of Newco’s subsidiaries, as borrowers, and Aquarian Credit Funding LLC (“Aquarian”), as lead arranger, administrative agent, collateral agent and representative of the lenders party thereto. The Company must have the lender’s prior written approval to withdraw any amounts from the Proceeds Account, pursuant to a budget and schedule agreed upon by the parties. The Company believes that, as a result of these transactions, it currently has sufficient cash and financing commitments to meet its funding requirements over the next year. Notwithstanding, the Company expects that it will need to raise additional financing to accomplish its development plan over the next several years. 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, or that cash flows generated from its operations will be sufficient to meet its current operating costs. If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its planned development, which could harm its financial condition and operating results. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and Rule 10 of SEC Regulation S–X. Accordingly, they do not include all of the information and notes required by U.S. GAAP. However, in the opinion of the management of the Company, all adjustments necessary for a fair presentation of the financial position and operating results have been included in these statements. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K/A for the year ended December 31, 2020, filed on May 12, 2021. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ending December 31, 2021. Consolidation The unaudited condensed consolidated financial statements include the accounts and activity of the Company, and its wholly owned subsidiaries. Investments in a variable interest entity in which the Company is not the primary beneficiary, or where the Company does not own a majority interest but has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method. All intercompany profits, transactions and balances have been eliminated in consolidation. The Company owns a 60% interest in Mountaineer GM, LLC (“Mountaineer”), whose results are consolidated into the Company’s results of operations. The Company acquired 60% of the equity interests in Mountaineer for a purchase price of $100 from one of its related parties. See Note 9 for additional information on the terms of the agreement. The portion of Mountaineer’s net (loss)/income that is not attributable to the Company is included in non-controlling interest. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates and assumptions for the Company relate to bad debt, depreciation, costs capitalized to project development costs, useful lives of assets, fair value of financial instruments, and estimates and assumptions used to measure impairment. Management adjusts such estimates when facts and circumstances dictate. Actual results could differ from those estimates. Warrant Liability The Company accounts for warrants for shares of the Company’s Common Stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. Such warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other expense on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of such Common Stock warrants. At that time, the portion of the warrant liability related to such Common Stock warrants will be reclassified to additional paid-in capital. Property and Equipment and Project Development Costs Property and equipment are recorded at historical cost and are depreciated using the straight-line method over the estimated useful lives of the assets. During the construction period, the Company capitalizes all costs related to the development of the Hall of Fame Village powered by Johnson Controls. Project development costs include predevelopment costs, amortization of finance costs, real estate taxes, insurance, and other project costs incurred during the period of development. The capitalization of costs began during the preconstruction period, which the Company defines as activities that are necessary to the development of the project. The Company ceases cost capitalization when a portion of the project is held available for occupancy and placed into service. This usually occurs upon substantial completion of all costs necessary to bring a portion of the project to the condition needed for its intended use, but no later than one year from the completion of major construction activity. The Company will continue to capitalize only those costs associated with the portion still under construction. Capitalization will also cease if activities necessary for the development of the project have been suspended. As of March 31, 2021, the second two phases of the project remained subject to such capitalization. The Company reviews its property and equipment and projects under development for impairment whenever events or changes indicate that the carrying value of the long-lived assets may not be fully recoverable. In cases where the Company does not expect to recover its carrying costs, an impairment charge is recorded. The Company measures and records impairment losses on its long-lived assets when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amount. Considerable judgment by management is necessary to estimate undiscounted future operating cash flows and fair values and, accordingly, actual results could vary significantly from such estimates. Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the periods. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The Company’s potentially dilutive Common Stock equivalent shares, which include incremental common shares issuable upon (i) the exercise of outstanding stock options and warrants, (ii) vesting of restricted stock units and restricted stock awards, and (iii) conversion of preferred stock, are only included in the calculation of diluted net loss per share when their effect is dilutive. At March 31, 2021 and March 31, 2020, the following outstanding Common Stock equivalents have been excluded from the calculation of net loss per share because their impact would be anti-dilutive. The Company was not a public entity as of March 31, 2020; therefore, no warrants, restricted stock awards, or restricted stock units were potentially dilutive securities. For the Three Months Ended 2021 2020 Warrants to purchase shares of Common Stock 39,298,421 - Restricted stock awards to purchase shares of Common Stock 477,286 - Restricted stock units to purchase shares of Common Stock 3,171,454 - Total potentially dilutive securities 42,947,161 - Revenue Recognition The Company follows ASC 606, Revenue with Contracts with Customers The Company generates revenues from various streams such as sponsorship agreements, rents, cost recoveries, events, hotel operation, Hall of Fantasy League, and through the sale of non-fungible tokens. The sponsorship arrangements, in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time, recognized revenue on a straight-line basis over the time period specified in the contract. Refer to Note 6 for more details. Revenue for rents, cost recoveries and events are recognized at the time the respective event or service has been performed. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Company allocates the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Company’s expected cost plus margin. Revenue is recognized as the Company’s performance obligations are satisfied. If consideration is received in advance of the Company’s performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable. The Company’s owned hotel revenues primarily consist of hotel room sales, revenue from accommodations sold in conjunction with other services (e.g. packages reservations), food and beverage sales and other ancillary goods and services (e.g. parking) related to owned hotel properties. Revenue is recognized when rooms are occupied or goods and services have been delivered or rendered, respectively. Payment terms typically align with when the goods and services are provided. Although the transaction prices of hotel room sales, goods and other services are generally fixed and based on the respective room reservation or other agreement, an estimate to reduce the transaction price is required if a discount is expected to be provided to the customer. For package reservations, the transaction price is allocated to the performance obligations within the package based on the estimated standalone selling prices of each component. Advertising The Company expenses all advertising and marketing costs as they are incurred. Total advertising and marketing costs for the three months ended March 31, 2021 and 2020 were $275,858 and $217,687, respectively, which are recorded as property operating expenses on the Company’s consolidated statements of operations. Software Development Costs The Company recognizes all costs incurred to establish technological feasibility of a computer software product to be sold, leased, or otherwise marketed as research and development costs. Prior to the point of reaching technological feasibility, all costs shall be charged to expense when incurred. Once the development of the product establishes technological feasibility, the Company will begin capitalizing these costs. Technological feasibility is established when a product design and working model have been completed and the completeness of the working model and its consistency with the product design have been confirmed through testing. Accounting for Real Estate Investments Upon the acquisition of real estate properties, a determination is made as to whether the acquisition meets the criteria to be accounted for as an asset or business combination. The determination is primarily based on whether the assets acquired, and liabilities assumed meet the definition of a business. The determination of whether the assets acquired, and liabilities assumed meet the definition of a business include a single or similar asset threshold. In applying the single or similar asset threshold, if substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the assets acquired, and liabilities assumed are not considered a business. Most of the Company’s acquisitions meet the single or similar asset threshold, due to the fact that substantially all the fair value of the gross assets acquired is attributable to the real estate acquired. Acquired real estate properties accounted for as asset acquisitions are recorded at cost, including acquisition and closing costs. The Company allocates the cost of real estate properties to the tangible and intangible assets and liabilities acquired based on their estimated relative fair values. The Company determines the fair value of tangible assets, such as land, building, furniture, fixtures and equipment, using a combination of internal valuation techniques that consider comparable market transactions, replacement costs and other available information and fair value estimates provided by third party valuation specialists, depending upon the circumstances of the acquisition. The Company determines the fair value of identified intangible assets or liabilities, which typically relate to in-place leases, using a combination of internal valuation techniques that consider the terms of the in-place leases, current market data for comparable leases, and fair value estimates provided by third party valuation specialists, depending upon the circumstances of the acquisition. If a transaction is determined to be a business combination, the assets acquired, liabilities assumed, and any identified intangibles are recorded at their estimated fair values on the transaction date, and transaction costs are expensed in the period incurred. Fair Value Measurement The Company follows Accounting Standards Codification (“ASC”) 820–10 “Fair Value Measurement” of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification to measure the fair value of its financial instruments and disclosures about fair value of its financial instruments. ASC 820–10 establishes a framework for measuring fair value and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820–10 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by ASC 820–10 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data. Financial assets or liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these instruments. The Company uses Levels 1 and 3 of the fair value hierarchy to measure the fair value of its warrant liabilities. The Company revalues such liabilities at every reporting period and recognizes gains or losses as change in fair value of warrant liabilities in the consolidated statements of operations that are attributable to the change in the fair value of the warrant liabilities. The following table provides the financial liabilities measured on a recurring basis and reported at fair value on the balance sheet as of March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level March 31, 2021 Warrant liabilities – Public Warrants 1 $ 26,260,000 Warrant liabilities – Private Warrants 3 2,500,000 Warrant liabilities – November Warrants 3 17,252,000 Warrant liabilities – December Warrants 3 38,286,000 Fair value of aggregate warrant liabilities as of March 31, 2021 $ 84,298,000 The Public Warrants are classified as Level 1 due to the use of an observable market quote in the active market. Level 3 financial liabilities consist of the Private Warrants, November Warrants, and December Warrants, for which there is no current market for these securities such as the determination of fair value requires significant judgment or estimation. Changes in fair value measurement categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. Subsequent measurement The following table presents the changes in fair value of the warrant liabilities: Public Warrants Private Warrants November Warrants December Warrants Total Warrant Liability 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 ) - (51,165,000 ) Change in fair value, exercised 43,542,000 43,542,000 Change in fair value, outstanding 22,130,000 2,080,000 15,094,000 33,505,000 72,809,000 Fair value as of March 31, 2021 $ 26,260,000 $ 2,500,000 $ 17,252,000 $ 38,286,000 $ 84,298,000 The key inputs into the Black Scholes valuation model for the Level 3 valuations as of March 31, 2021 are below: Private Warrants November Warrants December Warrants Term (years) 4.2 4.6 4.7 Stock price $ 5.02 $ 5.02 $ 5.02 Exercise price $ 11.50 $ 1.40 $ 1.40 Dividend yield 0.0 % 0.0 % 0.0 % Expected volatility 46.6 % 49.5 % 49.5 % Risk free interest rate 0.7 % 0.9 % 0.9 % Number of shares 1,480,000 4,530,302 10,036,925 Value (per share) $ 0.28 $ 3.81 $ 3.81 Recent Accounting Pronouncements In February 2016, FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases Classification for both lessees and lessors is based on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease contract. ASU 2016-02 also requires qualitative and quantitative disclosures to assess the amount, timing and uncertainty of cash flows arising from leases. The Company is currently evaluating the impact of the pending adoption of this new standard on its condensed consolidated financial statements. In March 2019, the FASB issued ASU 2019-01, “ Leases (Topic 842): Codification Improvements Financial Instruments – Credit Losses (Topic 326): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases In August 2018, FASB issued ASU 2018-15, “I ntangibles – Goodwill and Other – Internal-Use Software (Topic 350): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Subsequent Events Subsequent events have been evaluated through May 14, 2021, the date the condensed consolidated financial statements were issued. Other than what has been disclosed in the condensed consolidated financial statements in Note 12, no other events have been identified requiring disclosure or recording. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 3: Property and Equipment Property and equipment consists of the following: Useful Life March 31, 2021 December 31, 2020 Land $ 2,300,564 $ 535,954 Land improvements 25 years 31,078,211 31,078,211 Building and improvements 15 to 39 years 157,913,580 158,020,145 Equipment 5 to 10 years 2,520,532 2,165,882 Property and equipment, gross 193,812,887 191,800,192 Less: accumulated depreciation (40,365,366 ) (37,444,429 ) Property and equipment, net $ 153,447,521 $ 154,355,763 Project development costs $ 116,017,357 $ 107,969,139 For the three months ended March 31, 2021 and 2020, the Company recorded depreciation expense of $2,920,937 and $2,722,120, respectively. For the three months ended March 31, 2021 and 2020, the Company incurred $8,218,308 and $7,360,832 of capitalized project development costs, respectively. |
Notes Payable, Net
Notes Payable, Net | 3 Months Ended |
Mar. 31, 2021 | |
Notes Payable Net [Abstract] | |
Notes Payable, net | Note 4: Notes Payable, net Notes payable, net consisted of the following at March 31, 2021: Gross Discount Net Interest Rate Maturity Date TIF loan $ 9,654,000 $ (1,653,137 ) $ 8,000,863 5.20 % 7/31/2048 7% Series A Cumulative Redeemable Preferred Stock 1,800,000 - 1,800,000 7.00 % 2/26/2023 City of Canton Loan 3,500,000 (7,392 ) 3,492,608 5.00 % 7/1/2027 New Market/SCF 2,999,989 - 2,999,989 4.00 % 12/30/2024 Constellation EME 8,944,408 - 8,944,408 6.05 % 12/31/2022 JKP Capital loan 6,953,831 (13,547 ) 6,940,284 12.00 % 12/2/2021 MKG DoubleTree Loan 15,300,000 (354,204 ) 14,945,796 5.00 % 3/31/2022 Convertible PIPE Notes, plus PIK accrual 22,348,617 (13,028,557 ) 9,320,060 10.00 % 3/31/2025 Canton Cooperative Agreement 2,670,000 (179,617 ) 2,490,383 3.85 % 5/15/2040 Aquarian Mortgage Loan 40,000,000 (1,602,604 ) 38,397,396 10.00 % 11/30/2021 Constellation EME #2 5,100,000 - 5,100,000 5.93 % 4/30/2026 Total $ 119,270,845 $ (16,839,058 ) $ 102,431,787 Notes payable, net consisted of the following at December 31, 2020: Gross Discount Net TIF loan $ 9,654,000 $ (1,666,725 ) $ 7,987,275 Syndicated unsecured term loan 170,090 - 170,090 7% Series A Cumulative Redeemable Preferred Stock 1,800,000 - 1,800,000 Naming rights securitization loan 1,821,559 (113,762 ) 1,707,797 City of Canton Loan 3,500,000 (7,681 ) 3,492,319 New Market/SCF 2,999,989 - 2,999,989 Constellation EME 9,900,000 - 9,900,000 Paycheck protection plan loan 390,400 - 390,400 JKP Capital loan 6,953,831 (13,887 ) 6,939,944 MKG DoubleTree Loan 15,300,000 (443,435 ) 14,856,565 Convertible PIPE Notes, plus PIK accrual 21,797,670 (13,475,202 ) 8,322,468 Canton Cooperative Agreement 2,670,000 (181,177 ) 2,488,823 Aquarian Mortgage Loan 40,000,000 (2,156,303 ) 37,843,697 Total $ 116,957,539 $ (18,058,172 ) $ 98,899,367 During the three months ended March 31, 2021 and 2020, the Company recorded amortization of note discounts of $1,234,114 and $3,234,413, respectively. During the three months ended March 31, 2021 and 2020, the Company recorded paid-in-kind interest of $380,860 and $552,903, respectively. For more information on the notes payable above, please see Note 4 of the Company’s Annual Report on Form 10-K/A, as filed on May 12, 2021. 7% Series A Cumulative Redeemable Preferred Stock The Company had 1,800 shares of 7% Series A Cumulative Redeemable Preferred Stock outstanding and 52,800 authorized as of March 31, 2021 and December 31, 2020. This preferred stock is required to be redeemed in cash after five years from the date of issuance and is recorded in notes payable, net on the Company’s consolidated balance sheet. Accrued Interest on Notes Payable As of March 31, 2021 and December 31, 2020, accrued interest on notes payable, were as follows: March 31, 2021 December 31, 2020 TIF loan $ 131,079 $ - Preferred equity loan 27,125 27,125 New Market/SCF 22,112 - Constellation EME - 248,832 Paycheck protection plan loan - 2,706 City of Canton Loan 8,847 4,472 JKP Capital Note 625,451 416,836 MKG Doubletree loan - 67,716 Canton Cooperative Agreement 54,035 20,593 Aquarian Mortgage Loan - 333,333 Total $ 868,649 $ 1,121,613 The amounts above were included in accounts payable and accrued expenses and other liabilities on the Company’s consolidated balance sheet, as follows: March 31, 2021 December 31, 2020 Accounts payable and accrued expenses $ 841,524 $ 1,094,488 Other liabilities 27,125 27,125 $ 868,649 $ 1,121,613 Paycheck Protection Program Loan On April 22, 2020, the Company obtained a Paycheck Protection Program Loan (“PPP Loan”) for $390,400. The PPP Loan had a fixed interest rate of 1%, required the Company to make 18 monthly payments beginning on November 22, 2020, with a maturity date of April 22, 2022, subject to debt forgiveness provisions from the Small Business Association. On February 1, 2021, the Company obtained notice from the Small Business Association that the full outstanding amount of the PPP Loan was forgiven. The Company recognized the forgiveness of the PPP Loan as “Gain on Forgiveness of Debt” in the Company’s unaudited condensed consolidated statement of operations. Convertible PIPE Notes On July 1, 2020, concurrently with the closing of the Business Combination, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with certain funds managed by Magnetar Financial, LLC and other purchasers (together, the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers in a private placement (the “Private Placement”) $20,721,293 in aggregate principal amount of the Company’s 8.00% Convertible Notes due 2025 (the “PIPE Notes”). Pursuant to the terms of the Note Purchase Agreement, the PIPE Notes may be converted into shares of Common Stock at a conversion price initially equal to $11.50 per share, subject to customary adjustment. Accordingly, the aggregate amount of PIPE Notes issued and sold in the Private Placement is convertible into 1,801,851 shares of Common Stock based on the conversion rate applicable on July 1, 2020. The conversion rate will convert at a conversion price of $11.50 per share based upon the conversion rate applicable on July 1, 2020. There are also Note Redemption Warrants that may be issued pursuant to the Note Purchase Agreement upon redemption of the PIPE Notes that will be exercisable for a number of shares of Common Stock to be determined at the time any such warrant is issued. The exercise price per share of Common Stock of any warrant will be set at the time such warrant is issued pursuant to the Note Purchase Agreement. The PIPE Notes provide for a conversion price reset such that, if the last reported sale price of the Common Stock is less than or equal to $6.00 for any ten trading days within any 30 trading day period preceding the maturity date, then the conversion price is adjusted down $6.90 per share. On July 28, 2020, the conversion price reset was triggered. On this date, the Company recorded a beneficial conversion feature of $14,166,339, which will be amortized over the remaining term of the PIPE Notes using the effective interest method. The Company recorded $446,644 on amortization of debt discount related to the contingent beneficial conversion feature for the three months ended March 31, 2021 in the Company’s consolidated statements of operations. Constellation EME #2 On February 1, 2021, the Company entered into a loan facility with Constellation whereby it may borrow up to $5,100,000 (the “Constellation EME #2”). The proceeds of the Constellation EME #2 are to be held in escrow by a custodian to fund future development costs. The proceeds will be released from escrow as development costs are incurred. The maturity date is April 30, 2026 and payments are due in 60 monthly installments totaling $6,185,716, with an effective interest rate of 8.7%. The Company also has a sponsorship agreement with Constellation. Refer to Note 6 for additional information. Future Minimum Principal Payments The minimum required principal payments on notes payable outstanding as of March 31, 2021 are as follows: For the years ended December 31, Amount 2021 (nine months) $ 51,583,589 2022 21,891,174 2023 1,516,602 2024 4,649,120 2025 25,820,130 Thereafter 13,810,230 Total Gross Principal Payments $ 119,270,845 Less: Discount (16,839,058 ) Total Net Principal Payments $ 102,431,787 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 5: Stockholders’ Equity Authorized Capital On November 3, 2020, the Company’s stockholders approved an amendment to the Company’s charter to increase the authorized shares of Common Stock from 100,000,000 to 300,000,000. Consequently, the Company’s charter allows the Company to issue up to 300,000,000 shares of Common Stock and to issue and designate its rights of, without stockholder approval, up to 5,000,000 shares of preferred stock, par value $0.0001. On October 8, 2020, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to establish preferences, limitations and relative rights of the 7.00% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”). The number of authorized shares of Series A Preferred Stock is 52,800. 2020 Omnibus Incentive Plan On July 1, 2020, in connection with the closing of the Business Combination, the Company’s omnibus incentive plan (the “2020 Omnibus Incentive Plan”) became effective immediately upon the closing of the Business Combination. The 2020 Omnibus Incentive Plan was previously approved by the Company’s stockholders and Board of Directors. Subject to adjustment, the maximum number of shares of Common Stock authorized for issuance under the 2020 Omnibus Incentive Plan is 1,812,728 shares. As of March 31, 2021, 516,289 shares remained available for issuance under the 2020 Omnibus Incentive Plan. Issuance of Restricted Stock Awards The Company’s activity in restricted Common Stock was as follows for the three months ended March 31, 2021: Number of shares Weighted Non–vested at January 1, 2021 477,286 $ 9.30 Granted - Vested - Non–vested at March 31, 2021 477,286 $ 9.30 For the three months ended March 31, 2021 and 2020, the Company recorded $554,547 and $0, in employee and director stock-based compensation expense. As of March 31, 2021, unamortized stock-based compensation costs related to restricted share arrangements was $2,772,733 and will be recognized over a weighted average period of 1.25 years. Issuance of Restricted Stock Units On January 22, 2021, the Company granted an aggregate of 1,671,521 RSUs to its employees under the 2020 Omnibus Incentive Plan. The RSUs were valued at $1.97 per share, the value of the common stock on the date of grant. The RSUs vest one third on January 22, 2021, one third on January 22, 2022, and one third on January 22, 2023. The Company’s activity in restricted stock units was as follows for three months ended March 31, 2021: Number of Weighted average Non–vested at January 1, 2021 1,499,933 $ 2.49 Granted 1,671,521 $ 1.97 Vested - Forfeited - - Non–vested at March 31, 2021 3,171,454 $ 2.22 For the three months ended March 31, 2021 and 2020, the Company recorded $831,996 and $0, respectively, in employee and director stock-based compensation expense, which is a component of property operating expenses in the consolidated statement of operations. As of March 31, 2021, unamortized stock-based compensation costs related to restricted stock units was $5,696,954 and will be recognized over a weighted average period of 2.13 years. Warrants The Company’s warrant activity was as follows for the three months ended March 31, 2021: Number of Shares Weighted Average Exercise Price (USD) Weighted Average Contractual Life (years) Intrinsic Value (USD) Outstanding - January 1, 2021 55,303,832 $ 5.92 4.73 Exercised (16,005,411 ) $ 1.40 Outstanding – March 31, 2021 39,298,421 $ 7.76 6.31 $ 52,733,362 Exercisable – March 31, 2021 29,261,496 $ 7.40 5.10 $ 16,399,693 February 2021 Public Offering and Over-allotment On February 12, 2021, the Company closed its public offering of 12,244,897 shares of Common Stock at a public offering price of $2.45 per share pursuant to the terms of the underwriting agreement between the Company and Maxim Group LLC, entered into on February 9, 2021 (the “Underwriting Agreement”). On February 18, 2021, the Company closed the sale of an additional 1,836,734 shares of Common Stock at $2.45 per share pursuant to the exercise of the underwriters’ over-allotment option in connection with its public offering that closed on February 12, 2021. Under the terms of the Underwriting Agreement, each of the Company’s executive officers, directors and stockholders of more than 5% of the outstanding Common Stock signed lock-up agreements pursuant to which each agreed, subject to certain exceptions, not to transact in the Common Stock for a period of 90 days following February 12, 2021. Gross proceeds including the over-allotment, before underwriting discounts and commissions and estimated offering expenses, are approximately $34.5 million. Proposed Private Placement of Preferred Stock and Warrants to Purchase Common Stock On January 28, 2021, the Company executed a binding term sheet with IRG, LLC pursuant to which the Company agreed to issue and sell to IRG, LLC in a private placement for a purchase price of $15,000,000 (i) shares of a new series of preferred stock, which are convertible into shares of the Common Stock, having an aggregate liquidation preference of $15,000,000, and (ii) a number of warrants, convertible into shares of the Common Stock at an exercise price of $6.90 per share, equal to 50% of the liquidation preference of the preferred stock to be sold divided by the closing price of the Common Stock on a specified date (the “New Private Placement”). The New Private Placement is expected to close in the second quarter of 2021. If the Company consummates the New Private Placement, the Company intends to use the net proceeds for general corporate purposes. The Company cannot give any assurance that the New Private Placement will be completed on the terms described herein, on a timely basis or at all. On May 13, 2021, the Company entered into a stock purchase agreement with IRG, LLG to formalize the binding term sheet. |
Sponsorship Revenue and Associa
Sponsorship Revenue and Associated Commitments | 3 Months Ended |
Mar. 31, 2021 | |
Sponsorship Revenue And Associated Commitments Disclosure [Abstract] | |
Sponsorship Revenue and Associated Commitments | Note 6: Sponsorship Revenue and Associated Commitments Johnson Controls, Inc. On July 2, 2020, the Company entered into an Amended and Restated Sponsorship and Naming Rights Agreement (the “Amended Sponsorship Agreement”) among Newco, PFHOF and Johnson Controls, Inc. (“JCI”), that amended and restated the Sponsorship and Naming Rights Agreement, dated as of November 17, 2016 (the “Original Sponsorship Agreement”). Among other things, the Amended Sponsorship Agreement: (i) reduced the total amount of fees payable to Newco during the term of the Amended Sponsorship Agreement from $135 million to $99 million; (ii) restricted the activation proceeds from rolling over from year to year with a maximum amount of activation proceeds in one agreement year to be $750,000; and (iii) renamed the “Johnson Controls Hall of Fame Village” to “Hall of Fame Village powered by Johnson Controls”. This is a prospective change, which the Company reflected beginning in the third quarter of 2020. JCI has the right to terminate the agreement if Phase II is not substantially complete by January 2, 2024 . As of March 31, 2021, scheduled future cash to be received and required activation spend under the non-cancellable period of the agreement are as follows: Unrestricted Activation Total 2021 (nine months) $ 3,968,750 $ 750,000 $ 4,718,750 Total $ 3,968,750 $ 750,000 $ 4,718,750 As services are provided, the Company is recognizing revenue on a straight-line basis over the expected term of the Amended Sponsorship Agreement. During the three months ended March 31, 2021 and 2020, the Company recognized $1,109,062 and $1,237,347 of net sponsorship revenue related to this deal, respectively. Accounts receivable from JCI totaled $0 and $0 at March 31, 2021 and December 31, 2020, respectively. Aultman Health Foundation In 2016, the Company and PFHOF entered into a 10-year licensing agreement with Aultman Health Foundation (“Aultman”) allowing Aultman use of the HOF Village and PFHOF marks and logos. Under terms of the agreement, the Company will receive $2.5 million in cash sponsorship funds. Of those funds, the Company is contractually obligated to spend $700,000 as activation expenses for the benefit of Aultman. As services are provided, the Company is recognizing revenue on a straight-line basis over the expected term of the agreement. During the three months ended March 31, 2021 and 2020, the Company recognized $4,491 and $44,852 of net sponsorship revenue related to this deal, respectively. Accounts receivable from Aultman totaled $0 and $0 at March 31, 2021 and December 31, 2020, respectively. On January 12, 2021, the Company notified Aultman that the Company terminated as to itself, effective as of January 26, 2021, the Sponsorship Agreement, dated December 6, 2016, among Aultman, PFHOF and the Company. As such, the Company will no longer be receiving future sponsorship payments from Aultman. First Data Merchant Services LLC In December 2018, the Company and PFHOF entered into an 8-year licensing agreement with First Data Merchant Services LLC (“First Data”) and Santander Bank. As of March 31, 2021, scheduled future cash to be received under the agreement are as follows: Year ending December 31, 2020: 2021 (nine months) $ 200,000 2022 150,000 2023 150,000 2024 150,000 2025 150,000 Thereafter 150,000 Total $ 950,000 As services are provided, the Company is recognizing revenue on a straight-line basis over the expected term of the agreement. During the three months ended March 31, 2021 and 2020, the Company recognized $36,635 and $37,042 of net sponsorship revenue related to this deal, respectively. As of March 31, 2021 and December 31, 2020, accounts receivable from First Data totaled $94,776 and $58,141, respectively. Constellation NewEnergy, Inc. On December 19, 2018 the Company and PFHOF entered into a sponsorship and services agreement with Constellation (the “Constellation Sponsorship Agreement”) whereby Constellation and its affiliates will provide the gas and electric needs in exchange for certain sponsorship rights. The original term of the Company’s Constellation Sponsorship Agreement was through December 31, 2028, however, in June 2020, the Company entered into an amended contract with Constellation which extended the term of the Constellation Sponsorship Agreement through December 31, 2029. The Constellation Sponsorship Agreement provides for certain rights to Constellation and its employees, to benefit from the relationship with the Company from discounted pricing, marketing efforts, and other benefits as detailed in the agreement. The Constellation Sponsorship Agreement also provides for Constellation to pay sponsorship income and to provide activation fee funds. Activation fee funds are to be used in the year received and do not roll forward for future years as unspent funds. The amounts are due by March 31 of the year to which they apply, which is represented in the chart below. The Constellation Sponsorship Agreement includes certain contingencies reducing the sponsorship fee amount owed by Constellation if construction is not on pace with the timeframe noted in the Constellation Sponsorship Agreement. The Company also has a note payable with Constellation. Refer to Note 4 for additional information. As of March 31, 2021, scheduled future cash to be received and required activation spend under the agreement are as follows: Unrestricted Activation Total 2021 (nine months) $ - $ - $ - 2022 1,396,000 200,000 1,596,000 2023 1,423,220 200,000 1,623,220 2024 1,257,265 166,000 1,423,265 2025 1,257,265 166,000 1,423,265 Thereafter 5,029,057 664,000 5,693,057 Total $ 10,362,807 $ 1,396,000 $ 11,758,807 As services are provided, the Company is recognizing revenue on a straight-line basis over the expected term of the Constellation Sponsorship Agreement. During the three months ended March 31, 2021 and 2020, the Company recognized $289,165 and $326,736 of net sponsorship revenue related to this deal, respectively. Accounts receivable from Constellation totaled $91,032 and $1,101,867 at March 31, 2021 and December 31, 2020, respectively. Turf Nation, Inc. During October 2018, the Company entered into a 5-year sponsorship agreement with Turf Nation, Inc. (“Turf Nation”). Under the terms of the agreement, the Company will receive payments over the term based on the sale of Turf Nation products based on rates defined in the sponsorship agreement. The minimum guaranteed fee per year beginning in 2020 is $50,000 per year. As services are provided, the Company is recognizing revenue on a straight-line basis over the expected term of the agreement. During the three months ended March 31, 2021 and 2020, the Company recognized $14,786 and $14,951 of net sponsorship revenue related to this deal, respectively. Accounts receivable from Turf Nation totaled $146,878 and $132,092 at March 31, 2021 and December 31, 2020, respectively. |
Other Commitments
Other Commitments | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Other Commitments | Note 7: Other Commitments Canton City School District The Company has entered into cooperative agreements with certain governmental entities that support the development of the project overall, where the Company is an active participant in the agreement activity, and the Company would benefit from the success of the activity. The Company had a commitment to the Canton City School District (“CCSD”) to provide a replacement for their Football Operations Center (“FOC”) and to construct a Heritage Project (“Heritage”). The commitment was defined in the Operations and Use Agreement for HOF Village Complex dated as of February 26, 2016. Project and Ground Leases Three wholly owned subsidiaries of the Company have project leases with the Stark County Port Authority to lease project improvements and ground leased property at the Tom Benson Hall of Fame Stadium, youth fields, and parking areas. On November 25, 2020, the Company entered into an amendment to its Stark County Port Authority lease, whereby the lease term was extended from January 31, 2056 to September 30, 2114. The future minimum lease commitments under non-cancellable operating leases described below reflect the amendment that was entered into on November 25, 2020, excluding the amounts yet to be paid from escrow for the FOC noted above, as follows: For the year ended December 31, 2020: 2021 (nine months) $ 243,925 2022 321,900 2023 321,900 2024 321,900 2025 321,900 Thereafter 41,320,800 Total $ 42,852,325 Rent expense on operating leases totaled $77,975 and $100,949 during the three months ended March 31, 2021 and 2020, and is recorded as a component of property operating expenses on the Company’s consolidated statement of operations. SMG Management Agreement On September 1, 2019, the Company entered into a Service Agreement with SMG to manage the Tom Benson Hall of Fame Stadium operations. Under that agreement, the Company incurs an annual management fee of $200,000. Management fee expense for the three months ended March 31, 2021 and 2020 was $50,000 and $50,000, respectively, which is included in property operating expenses on the Company’s consolidated statements of operations. The agreement term shall end on December 31, 2022. Employment Agreements The Company has employment agreements with many of its key executive officers that usually have terms between one year and three years. Management Agreement with Crestline Hotels & Resorts On October 22, 2019, the Company entered into a management agreement with Crestline Hotels & Resorts (“Crestline”). The Company appointed and engaged Crestline as the Company’s exclusive agent to supervise, direct and control management and operation of the DoubleTree Canton Downtown Hotel. In consideration of the services performed by Crestline, the Company agreed to the greater of: 2% of gross revenues or $10,000 per month in base management fees and other operating expenses. The agreement will be terminated on the fifth anniversary of the commencement date, or October 22, 2024. For the three months ended March 31, 2021 and 2020, the Company paid and incurred $30,000 and $0 in management fees, respectively. Constellation EME Express Equipment Services Program On February 1, 2021, the Company entered into a contract with Constellation whereby Constellation will sell and/or deliver materials and equipment purchased by the Company. The Company is required to provide $2,000,000 to an escrow account held by Constellation, representing adequate assurance of future performance. Constellation will invoice the Company in 60 monthly installments beginning in April 2021 for $103,095. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Loss Contingency [Abstract] | |
Contingencies | Note 8: Contingencies During the normal course of its business, the Company is subject to occasional legal proceedings and claims. The Company does not have any pending litigation that, separately or in the aggregate, would, in the opinion of management, have a material adverse effect on its results of operations, financial condition or cash flows. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 9: Related-Party Transactions Due to Affiliates Due to affiliates consisted of the following at March 31, 2021 and December 31, 2020: March 31, December 31, Due to IRG Member $ 1,700,174 $ 1,456,521 Due to IRG Affiliate 163,214 140,180 Due to PFHOF 59,480 126,855 Total $ 1,922,868 $ 1,723,556 IRG Canton Village Member, LLC, a member of HOF Village, LLC controlled by our director Stuart Lichter (the “IRG Member”) and an affiliate provide certain supporting services to the Company. As noted in the Operating Agreement of HOF Village, LLC, an affiliate of the IRG Member, IRG Canton Village Manager, LLC, the manager of HOF Village, LLC controlled by our director Stuart Lichter, may earn a master developer fee calculated as 4.0% of development costs incurred for the Hall of Fame Village powered by Johnson Controls, including, but not limited to site assembly, construction supervision, and project financing. These development costs incurred are netted against certain costs incurred for general project management. For the three months ended March 31, 2021 and 2020, costs incurred under these arrangements were $0 and $128,772, respectively, which were included in Project Development Costs. The amounts due to the IRG Member above are for development fees, human resources support, and the Company’s engagement with them to identify and obtain naming rights sponsorships and other entitlement partners for the Company. The Company and IRG Member have an arrangement whereby the Company pays IRG Member $15,000 per month plus commissions. For both the three months ended March 31, 2021 and 2020, the Company incurred $45,000 in costs to this affiliate, respectively. The amounts above due to related party advances are non-interest bearing advances from an affiliate of IRG Member due on demand. The Company is currently in discussions with this affiliate to establish repayment terms of these advances, however, there could be no assurance that the Company and IRG Member will come to terms acceptable to both parties. On January 13, 2020, the Company secured $9.9 million in financing from Constellation through its Efficiency Made Easy (“EME”) program to implement energy efficient measures and to finance the construction of the Constellation Center for Excellence and other enhancements, as part of Phase II development. The Hanover Insurance Company provided a guarantee bond to guarantee the Company’s payment obligations under the financing, and Stuart Lichter and two trusts affiliated with Mr. Lichter have agreed to indemnify The Hanover Insurance Company for payments made under the guarantee bond. The amounts above due to PFHOF relate to advances to and from PFHOF, including costs for onsite sponsorship activation, sponsorship sales support, shared services, event tickets, and expense reimbursements. License Agreement On March 10, 2016, the Company entered into a license agreement with PFHOF, whereby the Company has the ability to license and use certain intellectual property from PFHOF in exchange for the Company paying a fee based on certain sponsorship revenue and expenses. On December 11, 2018, the license agreement was amended to change the calculation of the fee to be 20% of eligible sponsorship revenue. The license agreement was further amended in a First Amended and Restated License Agreement, dated September 16, 2019. The license agreement expires on December 31, 2033. During the three months ended March 31, 2021 and 2020, the Company recognized expenses of $105,221 and $1,001,604, respectively, which are included in property operating expenses on the Company’s consolidated statements of operations. Media License Agreement On November 11, 2019, the Company entered into a Media License Agreement with PFHOF. On July 1, 2020, the Company entered into an Amended and Restated Media License Agreement that terminates on December 31, 2034. In consideration of a license to use certain intellectual property of PFHOF, the Company agreed to pay to PFHOF minimum guaranteed license fees of $1,250,000 each year during the term. After the first five years of the agreement, the minimum guarantee shall increase by 3% on a year-over-year basis. The first annual minimum payment is due July 1, 2021, subject to potential acceleration in the event of earlier use. There were no license fees incurred during the three months ended March 31, 2021 and 2020 under the Media License Agreement. Other Liabilities Other liabilities consisted of the following at March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 Activation fund reserves $ 4,231,326 $ 3,780,343 Deferred revenue 882,786 1,709,126 Total $ 5,114,112 $ 5,489,469 Purchase of Real Property from PFHOF On February 3, 2021, the Company purchased for $1.75 million certain parcels of real property from PFHOF located at the site of the Hall of Fame Village powered by Johnson Controls. In connection with the purchase, the Company granted certain easements to PFHOF to ensure accessibility to the PFHOF museum. Shared Services Agreement with PFHOF On March 9, 2021, the Company entered into an additional Shared Services Agreement with PFHOF, which supplements the existing Shared Services Agreement by, among other things, providing for the sharing of costs for activities relating to shared services. |
Concentrations
Concentrations | 3 Months Ended |
Mar. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 10: Concentrations For the three months ended March 31, 2021, two customers represented approximately 58% and 15% of the Company’s sponsorship revenue. For the three months ended March 31, 2020, two customers represented approximately 63% and 17% of the Company’s sponsorship revenue. At March 31, 2021, three customers represented approximately 39%, 26% and 16% of the Company’s accounts receivable. At December 31, 2020, two customers represented approximately 71% and 15% of the Company’s accounts receivable. At any point in time, the Company can have funds in their operating accounts and restricted cash accounts that are with third party financial institutions. These balances in the U.S. may exceed the Federal Deposit Insurance Corporation insurance limits. While the Company monitors the cash balances in their operating accounts, these cash and restricted cash balances could be impacted if the underlying financial institutions fail or could be subject to other adverse conditions in the financial markets. |
Defined Contribution Plan
Defined Contribution Plan | 3 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | Note 11: Defined Contribution Plan The Company has a defined contribution plan (the “Defined Contribution Plan”) whereby employer contributions are discretionary and determined annually. In addition, the Defined Contribution Plan allows participants to make elective deferral contributions through payroll deductions, of which the Company will match a portion of those contributions. During the three months ended March 31, 2021 and 2020, the Company expensed matching contributions of $29,038 and $28,261, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12: Subsequent Events On May 13, 2021, the Company filed a certificate of designation with the state of Delaware to designate 15,200 shares of Series B Preferred Stock. On May 13, 2021, in accordance with the previously announced binding term sheet dated January 28, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with IRG, LLC (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser for a purchase price of $15 million in a private placement (i) 15,000 shares of 7.00% Series B Convertible Preferred Stock (the “Series B Preferred Stock”), which are convertible into shares of the Company’s Common Stock, having an aggregate liquidation preference of $15 million plus any accrued but unpaid dividends to the date of payment, and (ii) 2,450,980 warrants, with a term of three years, exercisable six months after issuance, each exercisable for one share of Common Stock at an exercise price of $6.90 per share, subject to certain adjustments (the “Series D Warrants”). |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and Rule 10 of SEC Regulation S–X. Accordingly, they do not include all of the information and notes required by U.S. GAAP. However, in the opinion of the management of the Company, all adjustments necessary for a fair presentation of the financial position and operating results have been included in these statements. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K/A for the year ended December 31, 2020, filed on May 12, 2021. Operating results for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ending December 31, 2021. |
Consolidation | Consolidation The unaudited condensed consolidated financial statements include the accounts and activity of the Company, and its wholly owned subsidiaries. Investments in a variable interest entity in which the Company is not the primary beneficiary, or where the Company does not own a majority interest but has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method. All intercompany profits, transactions and balances have been eliminated in consolidation. The Company owns a 60% interest in Mountaineer GM, LLC (“Mountaineer”), whose results are consolidated into the Company’s results of operations. The Company acquired 60% of the equity interests in Mountaineer for a purchase price of $100 from one of its related parties. See Note 9 for additional information on the terms of the agreement. The portion of Mountaineer’s net (loss)/income that is not attributable to the Company is included in non-controlling interest. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates and assumptions for the Company relate to bad debt, depreciation, costs capitalized to project development costs, useful lives of assets, fair value of financial instruments, and estimates and assumptions used to measure impairment. Management adjusts such estimates when facts and circumstances dictate. Actual results could differ from those estimates. |
Warrant Liability | Warrant Liability The Company accounts for warrants for shares of the Company’s Common Stock that are not indexed to its own stock as liabilities at fair value on the balance sheet. Such warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of other expense on the statement of operations. The Company will continue to adjust the liability for changes in fair value until the earlier of the exercise or expiration of such Common Stock warrants. At that time, the portion of the warrant liability related to such Common Stock warrants will be reclassified to additional paid-in capital. |
Property and Equipment and Project Development Costs | Property and Equipment and Project Development Costs Property and equipment are recorded at historical cost and are depreciated using the straight-line method over the estimated useful lives of the assets. During the construction period, the Company capitalizes all costs related to the development of the Hall of Fame Village powered by Johnson Controls. Project development costs include predevelopment costs, amortization of finance costs, real estate taxes, insurance, and other project costs incurred during the period of development. The capitalization of costs began during the preconstruction period, which the Company defines as activities that are necessary to the development of the project. The Company ceases cost capitalization when a portion of the project is held available for occupancy and placed into service. This usually occurs upon substantial completion of all costs necessary to bring a portion of the project to the condition needed for its intended use, but no later than one year from the completion of major construction activity. The Company will continue to capitalize only those costs associated with the portion still under construction. Capitalization will also cease if activities necessary for the development of the project have been suspended. As of March 31, 2021, the second two phases of the project remained subject to such capitalization. The Company reviews its property and equipment and projects under development for impairment whenever events or changes indicate that the carrying value of the long-lived assets may not be fully recoverable. In cases where the Company does not expect to recover its carrying costs, an impairment charge is recorded. The Company measures and records impairment losses on its long-lived assets when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amount. Considerable judgment by management is necessary to estimate undiscounted future operating cash flows and fair values and, accordingly, actual results could vary significantly from such estimates. |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the periods. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The Company’s potentially dilutive Common Stock equivalent shares, which include incremental common shares issuable upon (i) the exercise of outstanding stock options and warrants, (ii) vesting of restricted stock units and restricted stock awards, and (iii) conversion of preferred stock, are only included in the calculation of diluted net loss per share when their effect is dilutive. At March 31, 2021 and March 31, 2020, the following outstanding Common Stock equivalents have been excluded from the calculation of net loss per share because their impact would be anti-dilutive. The Company was not a public entity as of March 31, 2020; therefore, no warrants, restricted stock awards, or restricted stock units were potentially dilutive securities. For the Three Months Ended 2021 2020 Warrants to purchase shares of Common Stock 39,298,421 - Restricted stock awards to purchase shares of Common Stock 477,286 - Restricted stock units to purchase shares of Common Stock 3,171,454 - Total potentially dilutive securities 42,947,161 - |
Revenue Recognition | Revenue Recognition The Company follows ASC 606, Revenue with Contracts with Customers The Company generates revenues from various streams such as sponsorship agreements, rents, cost recoveries, events, hotel operation, Hall of Fantasy League, and through the sale of non-fungible tokens. The sponsorship arrangements, in which the customer sponsors a play area or event and receives specified brand recognition and other benefits over a set period of time, recognized revenue on a straight-line basis over the time period specified in the contract. Refer to Note 6 for more details. Revenue for rents, cost recoveries and events are recognized at the time the respective event or service has been performed. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. If the contract does not specify the revenue by performance obligation, the Company allocates the transaction price to each performance obligation based on its relative standalone selling price. Such prices are generally determined using prices charged to customers or using the Company’s expected cost plus margin. Revenue is recognized as the Company’s performance obligations are satisfied. If consideration is received in advance of the Company’s performance, including amounts which are refundable, recognition of revenue is deferred until the performance obligation is satisfied or amounts are no longer refundable. The Company’s owned hotel revenues primarily consist of hotel room sales, revenue from accommodations sold in conjunction with other services (e.g. packages reservations), food and beverage sales and other ancillary goods and services (e.g. parking) related to owned hotel properties. Revenue is recognized when rooms are occupied or goods and services have been delivered or rendered, respectively. Payment terms typically align with when the goods and services are provided. Although the transaction prices of hotel room sales, goods and other services are generally fixed and based on the respective room reservation or other agreement, an estimate to reduce the transaction price is required if a discount is expected to be provided to the customer. For package reservations, the transaction price is allocated to the performance obligations within the package based on the estimated standalone selling prices of each component. |
Advertising | Advertising The Company expenses all advertising and marketing costs as they are incurred. Total advertising and marketing costs for the three months ended March 31, 2021 and 2020 were $275,858 and $217,687, respectively, which are recorded as property operating expenses on the Company’s consolidated statements of operations. |
Software Development Costs | Software Development Costs The Company recognizes all costs incurred to establish technological feasibility of a computer software product to be sold, leased, or otherwise marketed as research and development costs. Prior to the point of reaching technological feasibility, all costs shall be charged to expense when incurred. Once the development of the product establishes technological feasibility, the Company will begin capitalizing these costs. Technological feasibility is established when a product design and working model have been completed and the completeness of the working model and its consistency with the product design have been confirmed through testing. |
Accounting for Real Estate Investments | Accounting for Real Estate Investments Upon the acquisition of real estate properties, a determination is made as to whether the acquisition meets the criteria to be accounted for as an asset or business combination. The determination is primarily based on whether the assets acquired, and liabilities assumed meet the definition of a business. The determination of whether the assets acquired, and liabilities assumed meet the definition of a business include a single or similar asset threshold. In applying the single or similar asset threshold, if substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the assets acquired, and liabilities assumed are not considered a business. Most of the Company’s acquisitions meet the single or similar asset threshold, due to the fact that substantially all the fair value of the gross assets acquired is attributable to the real estate acquired. Acquired real estate properties accounted for as asset acquisitions are recorded at cost, including acquisition and closing costs. The Company allocates the cost of real estate properties to the tangible and intangible assets and liabilities acquired based on their estimated relative fair values. The Company determines the fair value of tangible assets, such as land, building, furniture, fixtures and equipment, using a combination of internal valuation techniques that consider comparable market transactions, replacement costs and other available information and fair value estimates provided by third party valuation specialists, depending upon the circumstances of the acquisition. The Company determines the fair value of identified intangible assets or liabilities, which typically relate to in-place leases, using a combination of internal valuation techniques that consider the terms of the in-place leases, current market data for comparable leases, and fair value estimates provided by third party valuation specialists, depending upon the circumstances of the acquisition. If a transaction is determined to be a business combination, the assets acquired, liabilities assumed, and any identified intangibles are recorded at their estimated fair values on the transaction date, and transaction costs are expensed in the period incurred. |
Fair Value Measurement | Fair Value Measurement The Company follows Accounting Standards Codification (“ASC”) 820–10 “Fair Value Measurement” of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification to measure the fair value of its financial instruments and disclosures about fair value of its financial instruments. ASC 820–10 establishes a framework for measuring fair value and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820–10 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by ASC 820–10 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data. Financial assets or liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these instruments. The Company uses Levels 1 and 3 of the fair value hierarchy to measure the fair value of its warrant liabilities. The Company revalues such liabilities at every reporting period and recognizes gains or losses as change in fair value of warrant liabilities in the consolidated statements of operations that are attributable to the change in the fair value of the warrant liabilities. The following table provides the financial liabilities measured on a recurring basis and reported at fair value on the balance sheet as of March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level March 31, 2021 Warrant liabilities – Public Warrants 1 $ 26,260,000 Warrant liabilities – Private Warrants 3 2,500,000 Warrant liabilities – November Warrants 3 17,252,000 Warrant liabilities – December Warrants 3 38,286,000 Fair value of aggregate warrant liabilities as of March 31, 2021 $ 84,298,000 The Public Warrants are classified as Level 1 due to the use of an observable market quote in the active market. Level 3 financial liabilities consist of the Private Warrants, November Warrants, and December Warrants, for which there is no current market for these securities such as the determination of fair value requires significant judgment or estimation. Changes in fair value measurement categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. Subsequent measurement The following table presents the changes in fair value of the warrant liabilities: Public Warrants Private Warrants November Warrants December Warrants Total Warrant Liability 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 ) - (51,165,000 ) Change in fair value, exercised 43,542,000 43,542,000 Change in fair value, outstanding 22,130,000 2,080,000 15,094,000 33,505,000 72,809,000 Fair value as of March 31, 2021 $ 26,260,000 $ 2,500,000 $ 17,252,000 $ 38,286,000 $ 84,298,000 The key inputs into the Black Scholes valuation model for the Level 3 valuations as of March 31, 2021 are below: Private Warrants November Warrants December Warrants Term (years) 4.2 4.6 4.7 Stock price $ 5.02 $ 5.02 $ 5.02 Exercise price $ 11.50 $ 1.40 $ 1.40 Dividend yield 0.0 % 0.0 % 0.0 % Expected volatility 46.6 % 49.5 % 49.5 % Risk free interest rate 0.7 % 0.9 % 0.9 % Number of shares 1,480,000 4,530,302 10,036,925 Value (per share) $ 0.28 $ 3.81 $ 3.81 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases Classification for both lessees and lessors is based on an assessment of whether risks and rewards as well as substantive control have been transferred through a lease contract. ASU 2016-02 also requires qualitative and quantitative disclosures to assess the amount, timing and uncertainty of cash flows arising from leases. The Company is currently evaluating the impact of the pending adoption of this new standard on its condensed consolidated financial statements. In March 2019, the FASB issued ASU 2019-01, “ Leases (Topic 842): Codification Improvements Financial Instruments – Credit Losses (Topic 326): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases In August 2018, FASB issued ASU 2018-15, “I ntangibles – Goodwill and Other – Internal-Use Software (Topic 350): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract |
Subsequent Events | Subsequent Events Subsequent events have been evaluated through May 14, 2021, the date the condensed consolidated financial statements were issued. Other than what has been disclosed in the condensed consolidated financial statements in Note 12, no other events have been identified requiring disclosure or recording. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of calculation of net loss per share | For the Three Months Ended 2021 2020 Warrants to purchase shares of Common Stock 39,298,421 - Restricted stock awards to purchase shares of Common Stock 477,286 - Restricted stock units to purchase shares of Common Stock 3,171,454 - Total potentially dilutive securities 42,947,161 - |
Schedule of financial liabilities measured on a recurring basis and reported at fair value | Level March 31, 2021 Warrant liabilities – Public Warrants 1 $ 26,260,000 Warrant liabilities – Private Warrants 3 2,500,000 Warrant liabilities – November Warrants 3 17,252,000 Warrant liabilities – December Warrants 3 38,286,000 Fair value of aggregate warrant liabilities as of March 31, 2021 $ 84,298,000 |
Schedule of changes in the fair value of warrant liabilities | Public Warrants Private Warrants November Warrants December Warrants Total Warrant Liability 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 ) - (51,165,000 ) Change in fair value, exercised 43,542,000 43,542,000 Change in fair value, outstanding 22,130,000 2,080,000 15,094,000 33,505,000 72,809,000 Fair value as of March 31, 2021 $ 26,260,000 $ 2,500,000 $ 17,252,000 $ 38,286,000 $ 84,298,000 |
Schedule of valuation model for the level 3 valuations | Private Warrants November Warrants December Warrants Term (years) 4.2 4.6 4.7 Stock price $ 5.02 $ 5.02 $ 5.02 Exercise price $ 11.50 $ 1.40 $ 1.40 Dividend yield 0.0 % 0.0 % 0.0 % Expected volatility 46.6 % 49.5 % 49.5 % Risk free interest rate 0.7 % 0.9 % 0.9 % Number of shares 1,480,000 4,530,302 10,036,925 Value (per share) $ 0.28 $ 3.81 $ 3.81 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Useful Life March 31, 2021 December 31, 2020 Land $ 2,300,564 $ 535,954 Land improvements 25 years 31,078,211 31,078,211 Building and improvements 15 to 39 years 157,913,580 158,020,145 Equipment 5 to 10 years 2,520,532 2,165,882 Property and equipment, gross 193,812,887 191,800,192 Less: accumulated depreciation (40,365,366 ) (37,444,429 ) Property and equipment, net $ 153,447,521 $ 154,355,763 Project development costs $ 116,017,357 $ 107,969,139 |
Notes Payable, Net (Tables)
Notes Payable, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Notes Payable Net [Abstract] | |
Schedule of notes payable, net | Gross Discount Net Interest Rate Maturity Date TIF loan $ 9,654,000 $ (1,653,137 ) $ 8,000,863 5.20 % 7/31/2048 7% Series A Cumulative Redeemable Preferred Stock 1,800,000 - 1,800,000 7.00 % 2/26/2023 City of Canton Loan 3,500,000 (7,392 ) 3,492,608 5.00 % 7/1/2027 New Market/SCF 2,999,989 - 2,999,989 4.00 % 12/30/2024 Constellation EME 8,944,408 - 8,944,408 6.05 % 12/31/2022 JKP Capital loan 6,953,831 (13,547 ) 6,940,284 12.00 % 12/2/2021 MKG DoubleTree Loan 15,300,000 (354,204 ) 14,945,796 5.00 % 3/31/2022 Convertible PIPE Notes, plus PIK accrual 22,348,617 (13,028,557 ) 9,320,060 10.00 % 3/31/2025 Canton Cooperative Agreement 2,670,000 (179,617 ) 2,490,383 3.85 % 5/15/2040 Aquarian Mortgage Loan 40,000,000 (1,602,604 ) 38,397,396 10.00 % 11/30/2021 Constellation EME #2 5,100,000 - 5,100,000 5.93 % 4/30/2026 Total $ 119,270,845 $ (16,839,058 ) $ 102,431,787 Gross Discount Net TIF loan $ 9,654,000 $ (1,666,725 ) $ 7,987,275 Syndicated unsecured term loan 170,090 - 170,090 7% Series A Cumulative Redeemable Preferred Stock 1,800,000 - 1,800,000 Naming rights securitization loan 1,821,559 (113,762 ) 1,707,797 City of Canton Loan 3,500,000 (7,681 ) 3,492,319 New Market/SCF 2,999,989 - 2,999,989 Constellation EME 9,900,000 - 9,900,000 Paycheck protection plan loan 390,400 - 390,400 JKP Capital loan 6,953,831 (13,887 ) 6,939,944 MKG DoubleTree Loan 15,300,000 (443,435 ) 14,856,565 Convertible PIPE Notes, plus PIK accrual 21,797,670 (13,475,202 ) 8,322,468 Canton Cooperative Agreement 2,670,000 (181,177 ) 2,488,823 Aquarian Mortgage Loan 40,000,000 (2,156,303 ) 37,843,697 Total $ 116,957,539 $ (18,058,172 ) $ 98,899,367 |
Schedule of accrued interest on notes payable | March 31, 2021 December 31, 2020 TIF loan $ 131,079 $ - Preferred equity loan 27,125 27,125 New Market/SCF 22,112 - Constellation EME - 248,832 Paycheck protection plan loan - 2,706 City of Canton Loan 8,847 4,472 JKP Capital Note 625,451 416,836 MKG Doubletree loan - 67,716 Canton Cooperative Agreement 54,035 20,593 Aquarian Mortgage Loan - 333,333 Total $ 868,649 $ 1,121,613 |
Schedule of accounts payable and accrued expenses and other liabilities | March 31, 2021 December 31, 2020 Accounts payable and accrued expenses $ 841,524 $ 1,094,488 Other liabilities 27,125 27,125 $ 868,649 $ 1,121,613 |
Schedule of principal payments on notes payable outstanding | For the years ended December 31, Amount 2021 (nine months) $ 51,583,589 2022 21,891,174 2023 1,516,602 2024 4,649,120 2025 25,820,130 Thereafter 13,810,230 Total Gross Principal Payments $ 119,270,845 Less: Discount (16,839,058 ) Total Net Principal Payments $ 102,431,787 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of restricted common stock | Number of shares Weighted Non–vested at January 1, 2021 477,286 $ 9.30 Granted - Vested - Non–vested at March 31, 2021 477,286 $ 9.30 |
Schedule of restricted stock units | Number of Weighted average Non–vested at January 1, 2021 1,499,933 $ 2.49 Granted 1,671,521 $ 1.97 Vested - Forfeited - - Non–vested at March 31, 2021 3,171,454 $ 2.22 |
Schedule of warrant activity | Number of Shares Weighted Average Exercise Price (USD) Weighted Average Contractual Life (years) Intrinsic Value (USD) Outstanding - January 1, 2021 55,303,832 $ 5.92 4.73 Exercised (16,005,411 ) $ 1.40 Outstanding – March 31, 2021 39,298,421 $ 7.76 6.31 $ 52,733,362 Exercisable – March 31, 2021 29,261,496 $ 7.40 5.10 $ 16,399,693 |
Sponsorship Revenue and Assoc_2
Sponsorship Revenue and Associated Commitments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Sponsorship Revenue And Associated Commitments Disclosure [Abstract] | |
Schedule of future cash to be received and required activation spend under the non-cancellable period of the agreement | Unrestricted Activation Total 2021 (nine months) $ 3,968,750 $ 750,000 $ 4,718,750 Total $ 3,968,750 $ 750,000 $ 4,718,750 |
Scheduled future cash to be received under the agreement | 2021 (nine months) $ 200,000 2022 150,000 2023 150,000 2024 150,000 2025 150,000 Thereafter 150,000 Total $ 950,000 |
Schedule of future cash to be received and required activation spend under the agreement | Unrestricted Activation Total 2021 (nine months) $ - $ - $ - 2022 1,396,000 200,000 1,596,000 2023 1,423,220 200,000 1,623,220 2024 1,257,265 166,000 1,423,265 2025 1,257,265 166,000 1,423,265 Thereafter 5,029,057 664,000 5,693,057 Total $ 10,362,807 $ 1,396,000 $ 11,758,807 |
Other Commitments (Tables)
Other Commitments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease commitments under non-cancellable operating leases | 2021 (nine months) $ 243,925 2022 321,900 2023 321,900 2024 321,900 2025 321,900 Thereafter 41,320,800 Total $ 42,852,325 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of due to affiliates | March 31, December 31, Due to IRG Member $ 1,700,174 $ 1,456,521 Due to IRG Affiliate 163,214 140,180 Due to PFHOF 59,480 126,855 Total $ 1,922,868 $ 1,723,556 |
Schedule of other liabilities | March 31, 2021 December 31, 2020 Activation fund reserves $ 4,231,326 $ 3,780,343 Deferred revenue 882,786 1,709,126 Total $ 5,114,112 $ 5,489,469 |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Jan. 28, 2021 | Feb. 29, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | |
Organization and Nature of Business (Details) [Line Items] | |||||
Agreement rights , description | The Company has entered into several agreements with PFHOF, an affiliate of HOFRE, and certain government entities, which outline the rights and obligations of each of the parties with regard to the property on which the Hall of Fame Village powered by Johnson Controls sits, portions of which are owned by the Company and portions of which are net leased to the Company by the government entities (see Note 7 for additional information). | ||||
Cash and cash equivalents | $ 50,320,435 | $ 7,145,661 | $ 911,015 | ||
Restricted cash | $ 18,228,113 | $ 32,907,800 | $ 13,218,879 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Liquidity [Member] | |||||
Organization and Nature of Business (Details) [Line Items] | |||||
Cash and cash equivalents | $ 50,000,000 | ||||
Restricted cash | 18,000,000 | ||||
IRG, LLC [Member] | |||||
Organization and Nature of Business (Details) [Line Items] | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||
Purchase price | $ 15,000,000 | ||||
Received from issuance of shares of common stock | $ 34,500,000 | ||||
Net proceeds | $ 25,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Advertising and marketing costs | $ 275,858 | $ 217,687 |
Mountaineer GM, LLC [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Ownership percentage | 60.00% | |
Purchase price | $ 100 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of calculation of net loss per share - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 42,947,161 | |
Warrants to purchase shares of Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 39,298,421 | |
Restricted stock awards to purchase shares of Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 477,286 | |
Restricted stock units to purchase shares of Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 3,171,454 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of financial liabilities measured on a recurring basis and reported at fair value | Mar. 31, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value of aggregate warrant liabilities as of March 31, 2021 | $ 84,298,000 |
Warrant liabilities – Public Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liabilities | 26,260,000 |
Warrant liabilities – Private Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liabilities | 2,500,000 |
Warrant liabilities – November Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liabilities | 17,252,000 |
Warrant liabilities – December Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liabilities | $ 38,286,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of changes in the fair value of warrant liabilities | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Summary of Significant Accounting Policies (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value as of December 31, 2020 | $ 19,112,000 |
Settlement of warrants exercised | (51,165,000) |
Change in fair value, exercised | 43,542,000 |
Change in fair value, outstanding | 72,809,000 |
Fair value as of March 31, 2021 | 84,298,000 |
Public Warrants [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value as of December 31, 2020 | 4,130,000 |
Settlement of warrants exercised | |
Change in fair value, outstanding | 22,130,000 |
Fair value as of March 31, 2021 | 26,260,000 |
Private Warrants [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value as of December 31, 2020 | 420,000 |
Settlement of warrants exercised | |
Change in fair value, outstanding | 2,080,000 |
Fair value as of March 31, 2021 | 2,500,000 |
November Warrants [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value as of December 31, 2020 | 9,781,000 |
Settlement of warrants exercised | (51,165,000) |
Change in fair value, exercised | 43,542,000 |
Change in fair value, outstanding | 15,094,000 |
Fair value as of March 31, 2021 | 17,252,000 |
December Warrants [Memner] | |
Summary of Significant Accounting Policies (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |
Fair value as of December 31, 2020 | 4,781,000 |
Settlement of warrants exercised | |
Change in fair value, outstanding | 33,505,000 |
Fair value as of March 31, 2021 | $ 38,286,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of valuation model for the level 3 valuations | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Private Warrants [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Term (years) | 4 years 2 months 12 days |
Stock price | $ 5.02 |
Exercise price | $ 11.50 |
Dividend yield | 0.00% |
Expected volatility | 46.60% |
Risk free interest rate | 0.70% |
Number of shares | shares | 1,480,000 |
Value (per share) | $ 0.28 |
November Warrants [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Term (years) | 4 years 7 months 6 days |
Stock price | $ 5.02 |
Exercise price | $ 1.40 |
Dividend yield | 0.00% |
Expected volatility | 49.50% |
Risk free interest rate | 0.90% |
Number of shares | shares | 4,530,302 |
Value (per share) | $ 3.81 |
December Warrants [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Term (years) | 4 years 8 months 12 days |
Stock price | $ 5.02 |
Exercise price | $ 1.40 |
Dividend yield | 0.00% |
Expected volatility | 49.50% |
Risk free interest rate | 0.90% |
Number of shares | shares | 10,036,925 |
Value (per share) | $ 3.81 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 2,920,937 | $ 2,722,120 |
Capitalized project development costs | $ 8,218,308 | $ 7,360,832 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 193,812,887 | $ 191,800,192 |
Less: accumulated depreciation | (40,365,366) | (37,444,429) |
Property and equipment, net | 153,447,521 | 154,355,763 |
Project development costs | 116,017,357 | 107,969,139 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,300,564 | 535,954 |
Land improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 25 years | |
Property and equipment, gross | $ 31,078,211 | 31,078,211 |
Building and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 157,913,580 | 158,020,145 |
Building and improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 15 years | |
Building and improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 39 years | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,520,532 | $ 2,165,882 |
Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5 years | |
Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 10 years |
Notes Payable, Net (Details)
Notes Payable, Net (Details) - USD ($) | Jul. 01, 2020 | Feb. 01, 2021 | Jul. 28, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Apr. 22, 2020 |
Notes Payable, Net (Details) [Line Items] | |||||||
Amortization of note discounts | $ 1,234,114 | $ 3,234,413 | |||||
Paid-in-kind interest | $ 380,860 | $ 552,903 | |||||
Preferred stock outstanding (in Shares) | |||||||
Preferred stock authorized (in Shares) | 4,947,200 | 4,947,200 | |||||
Note purchase agreement, description | the closing of the Business Combination, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with certain funds managed by Magnetar Financial, LLC and other purchasers (together, the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers in a private placement (the “Private Placement”) $20,721,293 in aggregate principal amount of the Company’s 8.00% Convertible Notes due 2025 (the “PIPE Notes”). Pursuant to the terms of the Note Purchase Agreement, the PIPE Notes may be converted into shares of Common Stock at a conversion price initially equal to $11.50 per share, subject to customary adjustment. Accordingly, the aggregate amount of PIPE Notes issued and sold in the Private Placement is convertible into 1,801,851 shares of Common Stock based on the conversion rate applicable on July 1, 2020. The conversion rate will convert at a conversion price of $11.50 per share based upon the conversion rate applicable on July 1, 2020. There are also Note Redemption Warrants that may be issued pursuant to the Note Purchase Agreement upon redemption of the PIPE Notes that will be exercisable for a number of shares of Common Stock to be determined at the time any such warrant is issued. The exercise price per share of Common Stock of any warrant will be set at the time such warrant is issued pursuant to the Note Purchase Agreement.The PIPE Notes provide for a conversion price reset such that, if the last reported sale price of the Common Stock is less than or equal to $6.00 for any ten trading days within any 30 trading day period preceding the maturity date, then the conversion price is adjusted down $6.90 per share. | ||||||
Paycheck Protection Program Loan [Member] | |||||||
Notes Payable, Net (Details) [Line Items] | |||||||
PPP loan amount | $ 390,400 | ||||||
Notes payable, description | The PPP Loan had a fixed interest rate of 1%, required the Company to make 18 monthly payments beginning on November 22, 2020, with a maturity date of April 22, 2022, subject to debt forgiveness provisions from the Small Business Association. | ||||||
Syndicated Unsecured Term Loan and Preferred Equity Loan [Member] | |||||||
Notes Payable, Net (Details) [Line Items] | |||||||
Interest rate | 1.00% | ||||||
Convertible PIPE Notes [Member] | |||||||
Notes Payable, Net (Details) [Line Items] | |||||||
Amortization of note discounts | $ 446,644 | ||||||
Interest rate | 10.00% | ||||||
Principal amount | $ 20,721,293 | ||||||
Notes payable due percentage | 8.00% | ||||||
Conversion price per share (in Dollars per share) | $ 11.50 | ||||||
Amount of beneficial conversion feature | $ 14,166,339 | ||||||
Constellation EME #2 [Member] | |||||||
Notes Payable, Net (Details) [Line Items] | |||||||
Interest rate | 5.93% | ||||||
Mortgage loan | $ 5,100,000 | ||||||
TIF loan [Member] | |||||||
Notes Payable, Net (Details) [Line Items] | |||||||
Interest rate | 5.20% | ||||||
Description of notes payable | The maturity date is April 30, 2026 and payments are due in 60 monthly installments totaling $6,185,716, with an effective interest rate of 8.7%. | ||||||
Series A Cumulative Redeemable Preferred Stock [Member] | |||||||
Notes Payable, Net (Details) [Line Items] | |||||||
Preferred Stock dividend rate | 7.00% | 7.00% | |||||
Preferred stock outstanding (in Shares) | 1,800 | 1,800 | |||||
Preferred stock authorized (in Shares) | 52,800 | 52,800 | |||||
Preferred stock redeemable term | This preferred stock is required to be redeemed in cash after five years from the date of issuance and is recorded in notes payable, net on the Company’s consolidated balance sheet. |
Notes Payable, Net (Details) -
Notes Payable, Net (Details) - Schedule of notes payable, net - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | $ 119,270,845 | $ 116,957,539 |
Discount | (16,839,058) | (18,058,172) |
Net | 102,431,787 | 98,899,367 |
TIF loan [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | 9,654,000 | 9,654,000 |
Discount | (1,653,137) | (1,666,725) |
Net | $ 8,000,863 | 7,987,275 |
Interest Rate | 5.20% | |
Maturity Date | Jul. 31, 2048 | |
7% Series A Cumulative Redeemable Preferred Stock [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | $ 1,800,000 | 1,800,000 |
Discount | ||
Net | $ 1,800,000 | 1,800,000 |
Interest Rate | 7.00% | |
Maturity Date | Feb. 26, 2023 | |
City of Canton Loan [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | $ 3,500,000 | 3,500,000 |
Discount | (7,392) | (7,681) |
Net | $ 3,492,608 | 3,492,319 |
Interest Rate | 5.00% | |
Maturity Date | Jul. 1, 2027 | |
New Market/SCF [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | $ 2,999,989 | 2,999,989 |
Discount | ||
Net | $ 2,999,989 | 2,999,989 |
Interest Rate | 4.00% | |
Maturity Date | Dec. 30, 2024 | |
Constellation EME [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | $ 8,944,408 | 9,900,000 |
Discount | ||
Net | $ 8,944,408 | 9,900,000 |
Interest Rate | 6.05% | |
Maturity Date | Dec. 31, 2022 | |
JKP Capital loan [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | $ 6,953,831 | 6,953,831 |
Discount | (13,547) | (13,887) |
Net | $ 6,940,284 | 6,939,944 |
Interest Rate | 12.00% | |
Maturity Date | Dec. 2, 2021 | |
MKG DoubleTree Loan [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | $ 15,300,000 | 15,300,000 |
Discount | (354,204) | (443,435) |
Net | $ 14,945,796 | 14,856,565 |
Interest Rate | 5.00% | |
Maturity Date | Mar. 31, 2022 | |
Convertible PIPE Notes, plus PIK accrual [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | $ 22,348,617 | 21,797,670 |
Discount | (13,028,557) | (13,475,202) |
Net | $ 9,320,060 | 8,322,468 |
Interest Rate | 10.00% | |
Maturity Date | Mar. 31, 2025 | |
Canton Cooperative Agreement [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | $ 2,670,000 | 2,670,000 |
Discount | (179,617) | (181,177) |
Net | $ 2,490,383 | 2,488,823 |
Interest Rate | 3.85% | |
Maturity Date | May 15, 2040 | |
Aquarian Mortgage Loan [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | $ 40,000,000 | 40,000,000 |
Discount | (1,602,604) | (2,156,303) |
Net | $ 38,397,396 | 37,843,697 |
Interest Rate | 10.00% | |
Maturity Date | Nov. 30, 2021 | |
Constellation EME #2 [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | $ 5,100,000 | |
Discount | ||
Net | $ 5,100,000 | |
Interest Rate | 5.93% | |
Maturity Date | Apr. 30, 2026 | |
Syndicated unsecured term loan [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | 170,090 | |
Discount | ||
Net | 170,090 | |
Naming rights securitization loan [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | 1,821,559 | |
Discount | (113,762) | |
Net | 1,707,797 | |
Paycheck protection plan loan [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross | 390,400 | |
Discount | ||
Net | $ 390,400 |
Notes Payable, Net (Details) _2
Notes Payable, Net (Details) - Schedule of notes payable, net (Parentheticals) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Series A Cumulative Redeemable Preferred Stock [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Preferred Stock dividend rate | 7.00% | 7.00% |
Notes Payable, Net (Details) _3
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | $ 868,649 | $ 1,121,613 |
TIF loan [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 131,079 | |
Preferred equity loan [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 27,125 | 27,125 |
New Market/SCF [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 22,112 | |
Constellation EME [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 248,832 | |
Paycheck protection plan loan [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 2,706 | |
City of Canton Loan [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 8,847 | 4,472 |
JKP Capital Note [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 625,451 | 416,836 |
MKG Doubletree loan [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 67,716 | |
Canton Cooperative Agreement [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | $ 54,035 | 20,593 |
Aquarian Mortgage Loan [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | $ 333,333 |
Notes Payable, Net (Details) _4
Notes Payable, Net (Details) - Schedule of accounts payable and accrued expenses and other liabilities - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule of accounts payable and accrued expenses and other liabilities [Abstract] | ||
Accounts payable and accrued expenses | $ 841,524 | $ 1,094,488 |
Other liabilities | 27,125 | 27,125 |
Accounts payable and accrued expenses and other liabilities | $ 868,649 | $ 1,121,613 |
Notes Payable, Net (Details) _5
Notes Payable, Net (Details) - Schedule of principal payments on notes payable outstanding | Mar. 31, 2021USD ($) |
Schedule of principal payments on notes payable outstanding [Abstract] | |
2021 (nine months) | $ 51,583,589 |
2022 | 21,891,174 |
2023 | 1,516,602 |
2024 | 4,649,120 |
2025 | 25,820,130 |
Thereafter | 13,810,230 |
Total Gross Principal Payments | 119,270,845 |
Less: Discount | (16,839,058) |
Total Net Principal Payments | $ 102,431,787 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Oct. 08, 2020 | Jul. 02, 2020 | Feb. 18, 2021 | Jan. 28, 2021 | Jan. 22, 2021 | Nov. 03, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Feb. 12, 2021 | Dec. 31, 2020 |
Stockholders' Equity (Details) [Line Items] | ||||||||||
Increase of authorized shares, description | the Company’s stockholders approved an amendment to the Company’s charter to increase the authorized shares of Common Stock from 100,000,000 to 300,000,000. Consequently, the Company’s charter allows the Company to issue up to 300,000,000 shares of Common Stock and to issue and designate its rights of, without stockholder approval, up to 5,000,000 shares of preferred stock, par value $0.0001. | |||||||||
Authorized shares (in Shares) | 300,000,000 | 300,000,000 | ||||||||
Shares issued (in Shares) | 94,178,308 | 64,091,266 | ||||||||
Preferred stock and warrants to purchase common stock, description | the Company agreed to issue and sell to IRG, LLC in a private placement for a purchase price of $15,000,000 (i) shares of a new series of preferred stock, which are convertible into shares of the Common Stock, having an aggregate liquidation preference of $15,000,000, and (ii) a number of warrants, convertible into shares of the Common Stock at an exercise price of $6.90 per share, equal to 50% of the liquidation preference of the preferred stock to be sold divided by the closing price of the Common Stock on a specified date (the “New Private Placement”). The New Private Placement is expected to close in the second quarter of 2021. | |||||||||
Restricted Common Stock [Member] | ||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||
Stock–based compensation expense | $ 554,547 | $ 0 | ||||||||
Share-based Payment Arrangement, Option [Member] | ||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||
Related to restricted share arrangements | $ 2,772,733 | |||||||||
Weighted average period | 1 year 3 months | |||||||||
Restricted stock shares (in Shares) | 1,671,521 | |||||||||
Issuance of Restricted Stock Units per share (in Dollars per share) | $ 1.97 | |||||||||
Restricted Stock Units [Member] | ||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||
Stock–based compensation expense | $ 831,996 | $ 0 | ||||||||
Related to restricted share arrangements | $ 5,696,954 | |||||||||
Weighted average period | 2 years 1 month 17 days | |||||||||
Private Placement [Member] | ||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||
Gross proceeds | $ 34,500,000 | |||||||||
2020 Omnibus Incentive Plan [Member] | ||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||
Common stock authorized for issuance shares (in Shares) | 1,812,728 | |||||||||
Shares remained available for issuance (in Shares) | 516,289 | |||||||||
February 2021 Public Offering and Over-allotment [Member] | ||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||
Shares issued (in Shares) | 12,244,897 | |||||||||
Price per share (in Dollars per share) | $ 2.45 | $ 2.45 | ||||||||
Additional shares of common stock (in Shares) | 1,836,734 | |||||||||
Outstanding Common Stock, percentage | 5.00% | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||
Relative rights, percentage | 7.00% | |||||||||
Authorized shares (in Shares) | 52,800 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of restricted common stock - Restricted Common Stock [Member] | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Stockholders' Equity (Details) - Schedule of restricted common stock [Line Items] | |
Number of shares, Non-vested, Beginning balance | 477,286 |
Weighted average grant date fair value, Non-vested, Beginning balance (in Dollars per share) | $ / shares | $ 9.30 |
Number of shares, Granted | |
Number of shares, Vested | |
Number of shares, Non-vested, Ending balance | 477,286 |
Weighted average grant date fair value, Non-vested, Ending balance (in Dollars per share) | $ / shares | $ 9.30 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of restricted stock units - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Stockholders' Equity (Details) - Schedule of restricted stock units [Line Items] | |
Number of shares, Non-vested, Beginning balance | 1,499,933 |
Weighted average grant date fair value, Non-vested, Beginning balance (in Dollars per share) | $ / shares | $ 2.49 |
Number of shares, Granted | 1,671,521 |
Weighted average grant date fair value, Granted (in Dollars per share) | $ / shares | $ 1.97 |
Number of shares, Vested | |
Number of shares, Forfeited | |
Weighted average grant date fair value, Forfeited (in Dollars per share) | $ / shares | |
Number of shares, Non-vested, Ending balance | 3,171,454 |
Weighted average grant date fair value, Non-vested, Ending balance (in Dollars per share) | $ / shares | $ 2.22 |
Stockholders' Equity (Details_3
Stockholders' Equity (Details) - Schedule of warrant activity - Warrant Activity [Member] | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Number of shares Outstanding, Beginning balance | shares | 55,303,832 |
Weighted Average Exercise Price, Beginning balance | $ / shares | $ 5.92 |
Weighted Average Contractual Life (years), Beginning balance | 4 years 8 months 23 days |
Number of Shares, Exercised | shares | (16,005,411) |
Weighted Average Exercise Price, Exercised | $ / shares | $ 1.40 |
Number of shares Outstanding, Ending balance | shares | 39,298,421 |
Weighted Average Exercise Price, Ending balance | $ / shares | $ 7.76 |
Weighted Average Contractual Life (years), Ending balance | 6 years 3 months 21 days |
Intrinsic Value, Ending balance | $ | $ 52,733,362 |
Number of shares, Exercisable | shares | 29,261,496 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 7.40 |
Weighted Average Contractual Life (years), Exercisable | 5 years 1 month 6 days |
Intrinsic Value, Exercisable | $ | $ 16,399,693 |
Sponsorship Revenue and Assoc_3
Sponsorship Revenue and Associated Commitments (Details) - USD ($) | Jul. 02, 2020 | Dec. 31, 2018 | Oct. 31, 2018 | Oct. 31, 2018 | Dec. 31, 2016 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2016 | Dec. 31, 2020 |
Sponsorship Revenue and Associated Commitments (Details) [Line Items] | |||||||||
Amended and restated sponsorship and naming rights agreement description | the Company entered into an Amended and Restated Sponsorship and Naming Rights Agreement (the “Amended Sponsorship Agreement”) among Newco, PFHOF and Johnson Controls, Inc. (“JCI”), that amended and restated the Sponsorship and Naming Rights Agreement, dated as of November 17, 2016 (the “Original Sponsorship Agreement”). Among other things, the Amended Sponsorship Agreement: (i) reduced the total amount of fees payable to Newco during the term of the Amended Sponsorship Agreement from $135 million to $99 million; (ii) restricted the activation proceeds from rolling over from year to year with a maximum amount of activation proceeds in one agreement year to be $750,000; and (iii) renamed the “Johnson Controls Hall of Fame Village” to “Hall of Fame Village powered by Johnson Controls”. This is a prospective change, which the Company reflected beginning in the third quarter of 2020. | ||||||||
Accounts receivable | $ 956,778 | $ 1,545,089 | |||||||
Cash | 50,320,435 | $ 911,015 | 7,145,661 | ||||||
Johnson Controls, Inc [Member] | |||||||||
Sponsorship Revenue and Associated Commitments (Details) [Line Items] | |||||||||
Revenue recognized, net | 1,109,062 | 1,237,347 | |||||||
Accounts receivable | 0 | 0 | |||||||
Aultman Health Foundation [Member] | |||||||||
Sponsorship Revenue and Associated Commitments (Details) [Line Items] | |||||||||
Revenue recognized, net | 4,491 | 44,852 | |||||||
Accounts receivable | 0 | 0 | |||||||
Licensing agreement term | 10 years | ||||||||
Cash | $ 2,500,000 | $ 2,500,000 | |||||||
Activation expenses | $ 700,000 | ||||||||
First Data Merchant Services LLC [Member] | |||||||||
Sponsorship Revenue and Associated Commitments (Details) [Line Items] | |||||||||
Revenue recognized, net | 36,635 | 37,042 | |||||||
Accounts receivable | 94,776 | 58,141 | |||||||
Licensing agreement term | 8 years | ||||||||
Constellation NewEnergy, Inc. [Member] | |||||||||
Sponsorship Revenue and Associated Commitments (Details) [Line Items] | |||||||||
Revenue recognized, net | 289,165 | 326,736 | |||||||
Accounts receivable | 91,032 | 1,101,867 | |||||||
Turf Nation, Inc. [Member] | |||||||||
Sponsorship Revenue and Associated Commitments (Details) [Line Items] | |||||||||
Revenue recognized, net | 14,786 | $ 14,951 | |||||||
Accounts receivable | $ 146,878 | $ 132,092 | |||||||
Sponsorship agreement term | 5 years | ||||||||
Minimum guaranteed fee | $ 50,000 |
Sponsorship Revenue and Assoc_4
Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received and required activation spend under the non-cancellable period of the agreement - Johnson Controls, Inc [Member] | Mar. 31, 2021USD ($) |
Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received and required activation spend under the non-cancellable period of the agreement [Line Items] | |
2021 (nine months) | $ 4,718,750 |
Total | 4,718,750 |
Unrestricted [Member] | |
Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received and required activation spend under the non-cancellable period of the agreement [Line Items] | |
2021 (nine months) | 3,968,750 |
Total | 3,968,750 |
Activation [Member] | |
Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received and required activation spend under the non-cancellable period of the agreement [Line Items] | |
2021 (nine months) | 750,000 |
Total | $ 750,000 |
Sponsorship Revenue and Assoc_5
Sponsorship Revenue and Associated Commitments (Details) - Scheduled future cash to be received under the agreement - First Data Merchant Services LLC [Member] | Mar. 31, 2021USD ($) |
Sponsorship Revenue and Associated Commitments (Details) - Scheduled future cash to be received under the agreement [Line Items] | |
2021 (nine months) | $ 200,000 |
2022 | 150,000 |
2023 | 150,000 |
2024 | 150,000 |
2025 | 150,000 |
Thereafter | 150,000 |
Total | $ 950,000 |
Sponsorship Revenue and Assoc_6
Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received and required activation spend under the agreement - Constellation New Energy, Inc [Member] | Mar. 31, 2021USD ($) |
Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received and required activation spend under the agreement [Line Items] | |
2021 (nine months) | |
2022 | 1,596,000 |
2023 | 1,623,220 |
2024 | 1,423,265 |
2025 | 1,423,265 |
Thereafter | 5,693,057 |
Total | 11,758,807 |
Unrestricted [Member] | |
Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received and required activation spend under the agreement [Line Items] | |
2021 (nine months) | |
2022 | 1,396,000 |
2023 | 1,423,220 |
2024 | 1,257,265 |
2025 | 1,257,265 |
Thereafter | 5,029,057 |
Total | 10,362,807 |
Activation [Member] | |
Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received and required activation spend under the agreement [Line Items] | |
2021 (nine months) | |
2022 | 200,000 |
2023 | 200,000 |
2024 | 166,000 |
2025 | 166,000 |
Thereafter | 664,000 |
Total | $ 1,396,000 |
Other Commitments (Details)
Other Commitments (Details) - USD ($) | Sep. 01, 2019 | Apr. 30, 2021 | Oct. 22, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Feb. 01, 2021 |
Other Commitments (Details) [Line Items] | ||||||
Operating leases, rent expense | $ 77,975 | $ 100,949 | ||||
Management fee expense | 30,000 | 0 | ||||
Revenue percentage | 2.00% | |||||
Base management fees | $ 10,000 | |||||
Escrow deposit | $ 2,000,000 | |||||
Subsequent Event [Member] | ||||||
Other Commitments (Details) [Line Items] | ||||||
Monthly installments | $ 103,095 | |||||
SMG Management Agreement [Member] | ||||||
Other Commitments (Details) [Line Items] | ||||||
Management fee expense | $ 200,000 | $ 50,000 | $ 50,000 |
Other Commitments (Details) - S
Other Commitments (Details) - Schedule of future minimum lease commitments under non-cancellable operating leases | Mar. 31, 2021USD ($) |
Schedule of future minimum lease commitments under non-cancellable operating leases [Abstract] | |
2021 (nine months) | $ 243,925 |
2022 | 321,900 |
2023 | 321,900 |
2024 | 321,900 |
2025 | 321,900 |
Thereafter | 41,320,800 |
Total | $ 42,852,325 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) | Jul. 01, 2020 | Jan. 13, 2020 | Dec. 11, 2018 | Mar. 10, 2016 | Mar. 31, 2021 | Mar. 31, 2020 | Feb. 03, 2021 |
Related-Party Transactions (Details) [Line Items] | |||||||
Percentage of development costs | 4.00% | ||||||
Costs incurred | $ 0 | $ 128,772 | |||||
Commissions fee | 15,000 | ||||||
Financing from constellation | $ 9,900,000 | ||||||
Membership purchase agreement | On March 10, 2016, the Company entered into a license agreement with PFHOF, whereby the Company has the ability to license and use certain intellectual property from PFHOF in exchange for the Company paying a fee based on certain sponsorship revenue and expenses. | ||||||
License agreement, description | the license agreement was amended to change the calculation of the fee to be 20% of eligible sponsorship revenue. The license agreement was further amended in a First Amended and Restated License Agreement, dated September 16, 2019. The license agreement expires on December 31, 2033. During the three months ended March 31, 2021 and 2020, the Company recognized expenses of $105,221 and $1,001,604, respectively, which are included in property operating expenses on the Company’s consolidated statements of operations. | ||||||
Media license agreement, description | the Company entered into an Amended and Restated Media License Agreement that terminates on December 31, 2034. In consideration of a license to use certain intellectual property of PFHOF, the Company agreed to pay to PFHOF minimum guaranteed license fees of $1,250,000 each year during the term. After the first five years of the agreement, the minimum guarantee shall increase by 3% on a year-over-year basis. | ||||||
Purchase for parcels of real property | $ 1,750,000 | ||||||
IRG Affiliate [Member] | |||||||
Related-Party Transactions (Details) [Line Items] | |||||||
Costs incurred | $ 45,000 | $ 45,000 |
Related-Party Transactions (D_2
Related-Party Transactions (Details) - Schedule of due to affiliates - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Related-Party Transactions (Details) - Schedule of due to affiliates [Line Items] | ||
Total | $ 1,922,868 | $ 1,723,556 |
Due to IRG Member [Member] | ||
Related-Party Transactions (Details) - Schedule of due to affiliates [Line Items] | ||
Total | 1,700,174 | 1,456,521 |
Due to IRG Affiliate [Member] | ||
Related-Party Transactions (Details) - Schedule of due to affiliates [Line Items] | ||
Total | 163,214 | 140,180 |
Due to PFHOF [Member] | ||
Related-Party Transactions (Details) - Schedule of due to affiliates [Line Items] | ||
Total | $ 59,480 | $ 126,855 |
Related-Party Transactions (D_3
Related-Party Transactions (Details) - Schedule of other liabilities - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule of other liabilities [Abstract] | ||
Activation fund reserves | $ 4,231,326 | $ 3,780,343 |
Deferred revenue | 882,786 | 1,709,126 |
Total | $ 5,114,112 | $ 5,489,469 |
Concentrations (Details)
Concentrations (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Sponsorship Revenue [Member] | |||
Concentrations (Details) [Line Items] | |||
Number of customer | 2 | 2 | |
Sponsorship Revenue [Member] | Customer One [Member] | |||
Concentrations (Details) [Line Items] | |||
Concentration risk percentage | 58.00% | 63.00% | |
Sponsorship Revenue [Member] | Customer Two [Member] | |||
Concentrations (Details) [Line Items] | |||
Concentration risk percentage | 15.00% | 17.00% | |
Accounts Receivable [Member] | |||
Concentrations (Details) [Line Items] | |||
Number of customer | 3 | 2 | |
Accounts Receivable [Member] | Customer One [Member] | |||
Concentrations (Details) [Line Items] | |||
Concentration risk percentage | 39.00% | 71.00% | |
Accounts Receivable [Member] | Customer Two [Member] | |||
Concentrations (Details) [Line Items] | |||
Concentration risk percentage | 26.00% | 15.00% | |
Accounts Receivable [Member] | Customer Three [Member] | |||
Concentrations (Details) [Line Items] | |||
Concentration risk percentage | 16.00% |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Retirement Benefits [Abstract] | ||
Expensed matching contributions | $ 29,038 | $ 28,261 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] $ / shares in Units, $ in Millions | May 13, 2021USD ($)$ / sharesshares |
Subsequent Events (Details) [Line Items] | |
Common stock liquidation preference (in Dollars) | $ | $ 15 |
Number of warrants exercise | 2,450,980 |
Warrants term | 3 years |
Number of common stock exercisable by each warrant | 1 |
Exercise price per share (in Dollars per share) | $ / shares | $ 6.90 |
Private Placement [Member] | |
Subsequent Events (Details) [Line Items] | |
Purchase price (in Dollars) | $ | $ 15 |
Series B Preferred Stock [Member] | |
Subsequent Events (Details) [Line Items] | |
Number of shares designate | 15,200 |
Series B Convertible Preferred Stock [Member] | |
Subsequent Events (Details) [Line Items] | |
Number of convertible preferred stock | 15,000 |
Preferred stock dividend rate | 7.00% |