Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2021 | |
Document Information Line Items | |
Entity Registrant Name | HALL OF FAME RESORT & ENTERTAINMENT COMPANY |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Central Index Key | 0001708176 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | |||
Cash | $ 50,320,435 | $ 7,145,661 | $ 2,818,194 |
Restricted cash | 18,228,113 | 32,907,800 | 5,796,398 |
Accounts receivable, net | 956,778 | 1,545,089 | 1,355,369 |
Prepaid expenses and other assets | 11,874,628 | 6,920,851 | 2,292,859 |
Property and equipment, net | 153,447,521 | 154,355,763 | 134,910,887 |
Project development costs | 116,017,357 | 107,969,139 | 88,587,699 |
Total assets | 350,844,832 | 310,844,303 | 235,761,406 |
Liabilities | |||
Notes payable, net | 102,431,787 | 98,899,367 | 164,922,714 |
Accounts payable and accrued expenses | 11,387,699 | 20,538,190 | 12,871,487 |
Due to affiliate | 1,922,868 | 1,723,556 | 19,333,590 |
Warrant liability | 84,298,000 | 19,112,000 | |
Other liabilities | 5,114,112 | 5,489,469 | 3,684,276 |
Total liabilities | 205,154,466 | 145,762,582 | 200,812,067 |
Commitments and contingencies (Note 7 and 8) | |||
Stockholders’ equity | |||
Preferred stock value | |||
Common stock value | 9,419 | 6,410 | 544 |
Additional paid-in capital | 278,815,795 | 172,112,688 | |
Accumulated deficit | (132,988,053) | (6,840,871) | 34,948,795 |
Total equity attributable to HOFRE | 145,837,161 | 165,278,227 | 34,949,339 |
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 | $ 235,761,406 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 4,947,200 | 4,947,200 | 5,000,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 |
Common stock, shares issued | 94,178,308 | 64,091,266 | 5,436,000 |
Common stock, shares outstanding | 94,178,308 | 64,091,266 | 5,436,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | ||||
Sponsorships, net of activation costs | $ 1,475,436 | $ 1,660,928 | $ 6,424,201 | $ 6,720,298 |
Rents and cost recoveries | 41,883 | 274,780 | 474,020 | 1,064,569 |
Event revenues | 1,662 | 27,833 | 38,750 | 76,464 |
Hotel revenues | 396,338 | 162,183 | ||
Total revenues | 1,915,319 | 1,963,541 | 7,099,154 | 7,861,331 |
Operating expenses | ||||
Property operating expenses | 6,008,999 | 6,683,986 | 26,631,821 | 16,707,537 |
Hotel operating expenses | 766,165 | 419,595 | ||
Commission expense | 166,667 | 450,854 | 1,671,964 | 1,003,226 |
Depreciation expense | 2,920,937 | 2,722,120 | 11,085,230 | 10,915,839 |
Loss on abandonment of project development costs | 12,194,783 | |||
Total operating expenses | 9,862,768 | 9,856,960 | 39,808,610 | 40,821,385 |
Loss from operations | (7,947,449) | (7,893,419) | (32,709,456) | (32,960,054) |
Other expense | ||||
Interest expense | (955,308) | (2,010,010) | (5,718,473) | (9,416,099) |
Amortization of discount on note payable | (1,234,114) | (3,234,413) | (10,570,974) | (13,274,793) |
Change in fair value of warrant liability | (116,351,000) | 26,733,116 | ||
Loss on extinguishment of debt | (4,282,220) | |||
Loss in joint venture | (252,934) | |||
Business combination costs | (19,137,165) | |||
Gain on forgiveness of debt | 390,400 | |||
Total other expense | (118,150,022) | (5,244,423) | (12,975,716) | (22,943,826) |
Net loss before income taxes | (45,685,172) | (55,903,880) | ||
(Benefit from) provision for income taxes | ||||
Net loss | (126,097,471) | (13,137,842) | (45,685,172) | (55,903,880) |
Non-controlling interest | (49,711) | (196,506) | ||
Net loss attributable to HOFRE stockholders | $ (126,147,182) | $ (13,137,842) | $ (45,488,666) | $ (55,903,880) |
Net loss per share - basic and diluted (in Dollars per share) | $ (1.67) | $ (2.42) | $ (1.71) | $ (10.28) |
Weighted average shares outstanding, basic and diluted (in Shares) | 75,350,163 | 5,436,000 | 26,644,449 | 5,436,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes In Stockholders’ Equity - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Total Equity Attributable to HOFRE Stockholders | Non-controlling Interest | Total |
Balance at Dec. 31, 2018 | $ 544 | $ 90,852,675 | $ 90,853,219 | $ 90,853,219 | ||
Balance (in Shares) at Dec. 31, 2018 | 5,436,000 | |||||
Net (loss) income | (55,903,880) | (55,903,880) | (55,903,880) | |||
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, 2019 | $ 544 | 34,948,795 | 34,949,339 | 34,949,339 | ||
Balance (in Shares) at Dec. 31, 2019 | 5,436,000 | |||||
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 | |||||
Contribution from shareholders | 3,699,000 | 3,699,000 | 3,699,000 | |||
Conversion of the preferred equity loan | $ 1,228 | 58,438,397 | 58,439,625 | 58,439,625 | ||
Conversion of the preferred equity loan (in Shares) | 12,277,428 | |||||
Shares of common stock issued for accounts payable and due to affiliates | $ 229 | 23,425,932 | 23,426,161 | 23,426,161 | ||
Shares of common stock issued for accounts payable and due to affiliates (in Shares) | 2,292,624 | |||||
Business combination with GPAQ on July 1, 2020 (Restated) | $ 653 | 494,179 | 494,781 | 494,781 | ||
Business combination with GPAQ on July 1, 2020 (Restated) (in Shares) | 6,538,201 | |||||
Shares of common stock issued in exchange of debt | $ 1,609 | 54,516,767 | 54,518,376 | 54,518,376 | ||
Shares of common stock issued in exchange of debt (in Shares) | 16,093,857 | |||||
Stock-based compensation on restricted stock awards | $ 72 | 2,772,733 | 2,772,805 | 2,772,805 | ||
Stock-based compensation on restricted stock awards (in Shares) | 715,929 | |||||
Stock-based compensation on restricted stock units | 1,554,968 | 1,554,968 | 1,554,968 | |||
Vesting of restricted stock units | $ 18 | (18) | ||||
Vesting of restricted stock units (in Shares) | 176,514 | |||||
Stock-based compensation - common stock awards | $ 3 | 195,997 | 196,000 | 196,000 | ||
Stock-based compensation - common stock awards (in Shares) | 25,000 | |||||
Contingent beneficial conversion feature on PIPE Notes | 14,166,339 | 14,166,339 | 14,166,339 | |||
Contingent beneficial conversion feature on PIPE Notes (in Shares) | ||||||
November 18, 2020 capital raise, net of offering costs (Restated) | $ 1,786 | 14,476,624 | 14,478,410 | 14,478,410 | ||
November 18, 2020 capital raise, net of offering costs (Restated) (in Shares) | 17,857,142 | |||||
December 4, 2020 capital raise, net of offering costs (Restated) | $ 268 | 2,070,821 | 2,071,089 | 2,071,089 | ||
December 4, 2020 capital raise, net of offering costs (Restated) | 2,678,571 | |||||
Net (loss) income | (45,488,666) | (45,488,666) | (196,506) | (45,685,172) | ||
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 | |||
Stock-based compensation on RSU (in Shares) | ||||||
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 - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows From Operating Activities | ||||
Net loss | $ (126,097,471) | $ (13,137,842) | $ (45,685,172) | $ (55,903,880) |
Adjustments to reconcile net loss to cash flows used in operating activities | ||||
Depreciation expense | 2,920,937 | 2,722,120 | 11,085,230 | 10,915,839 |
Amortization of note discounts | 1,234,114 | 3,234,413 | 10,570,974 | 13,274,793 |
Prepaid rent | (1,463,093) | |||
Interest paid in kind | 380,860 | 552,903 | 4,066,691 | 5,722,638 |
Gain on forgiveness of debt | (390,400) | |||
Change in fair value of warrant liability | 116,351,000 | (26,733,116) | ||
Bad debt expense | 788,689 | |||
Loss on abandonment of project development costs | 12,194,783 | |||
Loss from equity method investment | 252,576 | |||
Loss on extinguishment of debt | 4,282,220 | |||
Stock-based compensation expense | 1,386,543 | 4,523,773 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 588,311 | 239,783 | (189,720) | 360,677 |
Prepaid expenses and other assets | (1,503,762) | (4,670) | (4,627,992) | (1,631,829) |
Accounts payable and accrued expenses | (2,554,866) | (275,749) | 29,264,412 | 3,650,041 |
Due to affiliates | 199,312 | 2,294,821 | (9,644,241) | 9,459,293 |
Other liabilities | (375,357) | 1,367,740 | 4,721,670 | 1,849,398 |
Net cash used in operating activities | (7,860,779) | (4,469,574) | (18,365,271) | 933,018 |
Cash Flows From Investing Activities | ||||
Additions to project development costs and property equipment | (16,656,538) | (7,164,875) | (48,614,331) | (16,723,883) |
Proceeds from business combination | 31,034,781 | |||
Net cash used in investing activities | (16,656,538) | (7,164,875) | (17,579,550) | (16,723,883) |
Cash Flows From Financing Activities | ||||
Proceeds from notes payable | 5,100,000 | 19,109,624 | 106,976,651 | 23,588,122 |
Repayments of notes payable | (2,777,154) | (1,825,630) | (62,593,562) | (7,023,874) |
Payment of financing costs | (15,000) | (134,243) | (3,227,898) | (576,741) |
Proceeds from equity raises | 31,746,996 | 26,228,499 | ||
Proceeds from exercise of warrants | 18,957,562 | |||
Net cash provided by financing activities | 53,012,404 | 17,149,751 | 67,383,690 | 15,987,507 |
Net increase in cash and restricted cash | 28,495,087 | 5,515,302 | 31,438,869 | 196,642 |
Cash and restricted cash, beginning of year | 40,053,461 | 8,614,592 | 8,614,592 | 8,417,950 |
Cash and restricted cash, end of year | 68,548,548 | 14,129,894 | 40,053,461 | 8,614,592 |
Cash | 50,320,435 | 911,015 | 7,145,661 | 2,818,194 |
Restricted Cash | 18,228,113 | 13,218,879 | 32,907,800 | 5,796,398 |
Total cash and restricted cash | 68,548,548 | 14,129,894 | 40,053,461 | 8,614,592 |
Supplemental disclosure of cash flow information | ||||
Cash paid during the year for interest | 955,308 | 765,178 | 5,962,918 | 1,198,888 |
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 | (1,297,215) | (3,329,800) |
Conversion of the preferred equity loan to common equity | 58,439,625 | |||
Shares of common stock issued for accounts payable and due to affiliate | 23,426,161 | |||
Non-cash contribution from PFHOF in shared services agreement | 3,699,000 | |||
Shares of common stock issued in exchange of debt | 54,518,376 | |||
Conversion of GPAQ Sponsor Loan into convertible PIPE debt | 500,000 | |||
Deferred financing costs in accounts payable and accrued expenses, net | 610,810 | $ 620,576 | ||
Contingent beneficial conversion feature on PIPE Notes | 14,166,339 | |||
Initial value of warrants issued accounted for as liabilities | 45,845,116 | |||
Reclassify amounts from capitalized development costs to property and equipment | $ 27,373,715 | |||
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 |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [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. | 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 this Form 10-K/A as the “Business Combination.” Upon the consummation of the Business Combination: (i) Acquiror Merger Sub merged with and into GPAQ, with GPAQ continuing as the surviving entity (the “Acquiror Merger”) and (ii) Company Merger Sub merged with and into Newco, with Newco continuing as the surviving entity (the “Company Merger”). In advance of the Company Merger, HOF Village transferred all of its assets, liabilities and obligations to Newco pursuant to a contribution agreement. In connection with the closing of the Business Combination, the Company changed its name from “GPAQ Acquisition Holdings, Inc.” to “Hall of Fame Resort & Entertainment Company.” As a result of the Business Combination, GPAQ and Newco continue as the Company’s wholly owned subsidiaries. Upon consummation of the Business Combination and, in connection therewith, HOFRE became a successor issuer to GPAQ by operation of Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Business Combination is, in substance, a reverse merger recapitalization and accordingly, the historical financials prior to the date of the Business Combination in these consolidated financial statements are those of HOF Village LLC and its subsidiaries. The Business Combination is further described in Note 11. 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). 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. On December 11, 2018, the HOF Village entered into the Master Transaction Agreement (the “Master Transaction Agreement”), whereby, among other things, it amended the HOF Village LLC Agreement (see Note 4). COVID-19 In December 2019, a novel strain of coronavirus, COVID-19, was reported to have surfaced in Wuhan, China. Since then, COVID-19 has spread to multiple countries, including the United States. As the COVID-19 continues to spread in the United States, the Company may experience disruptions that could severely impact the Company. The global outbreak of COVID-19 continues to rapidly evolve. The extent to which COVID-19 may impact the Company’s business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions and social distancing in the United States and other countries, business closures or business disruptions and the effectiveness of actions taken in the United States to contain and treat the disease. The Company has had to cancel events due to COVID-19 and is in process of monitoring COVID-19’s potential impact on the Company’s operations. The Company has taken several steps to minimize COVID-19’s impact on the Company’s business by furloughing some of its employees, deferring payments from certain of its vendors and lenders, and re-negotiating various agreements with third parties. Liquidity The Company has sustained recurring losses and negative cash flows from operations through December 31, 2020. In addition, the Company has significant debt obligations maturing in the twelve-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 December 31, 2020, the Company had approximately $7 million of cash and cash equivalents and $33 million of restricted cash, respectively. On January 28, 2021, the Company executed a binding term sheet with IRG pursuant to which the Company agreed to issue and sell to IRG in a private placement of preferred stock and warrants to purchase common stock for a purchase price of $15 million. The private placement is expected to close in the first quarter of 2021. In addition, during February 2020, the Company received approximately $34.5 million from the issuance of shares of its common stock, net of offering costs. See Note 14. We will deposit up to $25 million of the net proceeds from the private placement and the underwritten public offering in the Proceeds Account required under the Term Loan. We 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 | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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, 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, “ Intangibles – 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 June 21, 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. | Note 2: Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements of the Company for the years ended December 31, 2020 and 2019 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”). Consolidation The 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 that is not attributable to the Company is included in non-controlling interest. Restatement of Previously Issued Financial Statements The Company has restated its consolidated financial statements as of and for the year ended December 31, 2020, as well as the unaudited condensed consolidated financial statements for the three and nine month periods ended September 30, 2020 and 2019, to correct misstatements in those prior periods primarily related to misstatements identified in improperly applying accounting guidance on certain warrants, recognizing them as equity instead of a warrant liability, under the guidance of Accounting Standards Codification (“ASC”) 815-40, Contracts in Entity’s Own Equity. See Note 15, Restatement of Previously Issued Financial Statements 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) 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 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. 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 December 31, 2020, 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. On January 18, 2019, management determined that previously capitalized costs for the development of a hotel should be written off because plans for this particular hotel and site location have been abandoned and will not benefit the current plans for another hotel elsewhere on the site. Management reviewed its capitalized costs and identified the costs that had no future benefit. The Company recorded a $12,194,783 charge as a loss on abandonment of project development costs within the accompanying statement of operations. Cash and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less when purchased, to be cash equivalents. There were no cash equivalents at December 31, 2020 and 2019, respectively. The Company maintains its cash and escrow accounts at national financial institutions. The balances, at times, may exceed federally insured limits. Restricted cash includes escrow reserve accounts for capital improvements and debt service as required under certain of the Company’s debt agreements. The balances at December 31, 2020 and 2019 were $32,907,800 and $5,796,398, respectively. Accounts Receivable Accounts receivable are generally amounts due under sponsorship and other agreements. Accounts receivable are reviewed for delinquencies on a case by case basis and are considered delinquent when the sponsor or debtor has missed a scheduled payment. Interest is not charged on delinquencies. The carrying amount of accounts receivable is reduced by an allowance that reflects management’s best estimate of the amounts that will not be collected. Management individually reviews all delinquent accounts receivable balances and based on an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. At December 31, 2020 and 2019, the Company had an allowance for doubtful accounts of $0 and $1,306,047, respectively, which related to the Company’s receivable from Youth Sports Management, LLC (“Youth Sports”). See Note 7 for additional information on Youth Sports. Deferred Financing Costs Costs incurred in obtaining financing are capitalized and amortized to additions in project development costs during the construction period over the term of the related loans, without regard for any extension options until the project or portion thereof is considered substantially complete. Upon substantial completion of the project or portion thereof, such costs are amortized as interest expense over the term of the related loan. Any unamortized costs are shown as an offset to Notes Payable on the accompanying consolidated balance sheet. Investment in Joint Venture The Company previously used the equity method to record the activities of its 50% owned joint venture in Youth Sports. The equity method of accounting required that the Company recognize its initial capital investment at cost and subsequently, its share of the earnings or losses in the joint venture. The joint venture agreement was structured whereby the Company was not at risk for losses above its original capital investment. Therefore, the Company did not record a deficit that would have resulted in the equity being negative from the investment in joint venture. The maximum exposure to loss represented the potential loss of assets which may have been recognized by the Company relating to its investment in the joint venture. On May 29, 2020, the Company acquired the remaining 50% in Youth Sports for the accounts receivable amounts due from them, which was fully reserved as of the date of the transaction. The results of this non-cash transaction increased the Company’s interest to 100%. Upon acquisition, the Company consolidated the Youth Sports joint venture, an inactive voting interest entity. The Company accounted for the transaction as an asset acquisition under a cost accumulation model, and no gain on the change of control of interest was recognized in the consolidation, resulting in no consolidated assets or liabilities. Income Taxes The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2020 and 2019, no liability for unrecognized tax benefits was required to be reported. The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of general and administrative expense. There were no amounts accrued for penalties and interest for the years ended December 31, 2020 and 2019. The Company does not expect its uncertain tax position to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. The Company’s effective tax rates of zero differ from the statutory rate for the years presented primarily due to the Company’s net operating loss, which was fully reserved for all years presented. The Company has identified its United States tax return and its state tax return in Ohio as its “major” tax jurisdictions, and such returns for the years 2016 through 2019 remain subject to examination. Warrant Liabilities The Company accounts for warrants to purchase shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet in accordance with ASC 815, “Derivatives and Hedging”. The 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 the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. Net Loss Per Common Share (Restated) 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 December 31, 2020 and 2019, the following outstanding common stock equivalents have been excluded from the calculation of net loss per share because their impact would be anti-dilutive. For the year For the year Warrants to purchase shares of common stock 55,303,832 - Restricted stock awards to purchase shares of common stock 715,929 - Restricted stock units to purchase shares of common stock 1,672,177 - Total potentially dilutive securities 57,691,938 - 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 and events. 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 years ended December 31, 2020 and 2019 were $484,978 and $383,104, respectively, which are recorded as property operating expenses on the Company’s consolidated statements of operations. The Company received a grant of $100,000 from Visit Canton on April 3, 2020, which grant is to be used to generate visitors to the Canton area through the Company’s events. This grant will be used to offset future marketing and tourism expenses. The grant is recorded in other liabilities on the Company’s balance sheet. Ground Rent Expense Ground rent expense is recognized on a straight-line basis over the life of the related operating lease. Stock–Based Compensation The Company recognizes compensation expense for all equity-based payments in accordance with ASC 718 “ Compensation – Stock Compensation Restricted stock units are granted at the discretion of the Compensation Committee of the Company’s board of directors (the “Board of Directors”). These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a 12 to 36-month period. Segments The Company has evaluated its business to determine whether it has multiple operating segments. The Company has concluded that, as of December 31, 2020, it only has one operating segment, given that its chief operating decision maker reviews the Company’s results solely on a consolidated basis. 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 are 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. As of December 31, 2020, the Company did not have any software development projects that had reached technological feasibility. 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 (Restated) 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 revenue and cost of revenue respectively 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 December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level December 31, Warrant liabilities – Public Warrants 1 $ 4,130,000 Warrant liabilities – Private Warrants 3 420,000 Warrant liabilities – November Warrants 3 9,781,000 Warrant liabilities – December Warrants 3 4,781,000 The Company had no assets or liabilities measured at fair value at December 31, 2019. 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 that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. Initial Measurement The Company established the initial fair value of its warrant liabilities at the respective dates of issuance. In the case of the Public Warrants, the Company valued the warrants using the quoted market price on the date of issuance. In the case of the Private Warrants, November Warrants and December Warrants, the Company used a Black Scholes valuation model in order to determine their value. The key inputs into the Black Scholes valuation model for the initial valuations are below: Private Warrants November Warrants December Warrants July 1, November 18, December 29, Term (years) 5.0 5.0 5.0 Stock price $ 8.44 $ 1.22 $ 1.29 Exercise price $ 11.50 $ 1.40 $ 1.40 Dividend yield 0.0 % 0.0 % 0.0 % Expected volatility 13.3 % 49.4 % 49.5 % Risk free interest rate 0.3 % 0.4 % 0.4 % Number of shares 1,480,000 20,535,713 10,036,925 Value (per share) $ 1.74 $ 0.52 $ 0.52 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 January 1, 2020 $ - $ - $ - $ - $ - Initial measurement 27,460,000 2,580,000 10,609,000 5,196,116 45,845,116 Change in fair value (23,330,000 ) (2,160,000 ) (828,000 ) (415,116 ) (26,733,116 ) Fair value as of December 31, 2020 $ 4,130,000 $ 420,000 $ 9,781,000 $ 4,781,000 $ 19,112,000 The key inputs into the Black Scholes valuation model for the Level 3 valuations as of December 31, 2020 are below: Private Warrants November Warrants December Warrants Term (years) 4.5 4.9 5.0 Stock price $ 1.23 $ 1.23 $ 1.23 Exercise price $ 11.50 $ 1.40 $ 1.40 Dividend yield 0.0 % 0.0 % 0.0 % Expected volatility 70.7 % 49.5 % 49.5 % Risk free interest rate 0.3 % 0.3 % 0.3 % Number of shares 1,480,000 20,535,713 10,036,925 Value (per share) $ 0.28 $ 0.48 $ 0.48 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 consolidated financial statements. In August 2018, FASB issued ASU 2018-15, “ Intangibles – 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 In December 2019, the FASB issued ASU 2019-12, Income Taxes (“Topic 740”) In January 2020, the FASB issued ASU No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint-Ventures (Topic 323), and Derivatives and Hedging (Topic 815) 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 Subsequent Events Subsequent events have been evaluated through March 10, 2021, the date the consolidated financial statements were issued. Other than what has been disclosed in the consolidated financial statements in Note 14, no other events have been identified requiring disclosure or recording. |
Property and Equipment
Property and Equipment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | Note 3: Property and Equipment Property and equipment consists of the following: Useful Life March 31, December 31, 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. | Note 3: Property and Equipment and Project Development Costs Property and equipment consists of the following: Useful Life December 31, December 31, Land $ 535,954 $ 278,556 Land improvements 25 years 31,078,211 31,078,211 Building and improvements 15 to 39 years 158,020,145 128,599,831 Equipment 5 to 10 years 2,165,882 1,313,488 Property and equipment, gross 191,800,192 161,270,086 Less: accumulated depreciation (37,444,429 ) (26,359,199 ) Property and equipment, net $ 154,355,763 $ 134,910,887 Project development costs $ 107,969,139 $ 88,587,699 For the years ended December 31, 2020 and 2019, the Company recorded depreciation expense of $11,085,230 and $10,915,839, respectively. Additionally, the Company recorded a charge of $12,194,783 for the year ended December 31, 2019 for a loss on abandonment of project development costs for previously capitalized development costs within the accompanying consolidated statement of operations. For the years ended December 31, 2020 and 2019, the Company incurred $19,381,440 and $7,403,848 of capitalized project development costs, respectively. During 2019, the Company acquired the McKinley Grand hotel property for a purchase price of $3,800,000 including external acquisition-related costs. The fair value of the assets acquired consisted of land and building in the amounts of $241,100 and $3,558,900, respectively, which were capitalized and included in project development costs. During November 2020, the Company place the hotel property into service. |
Notes Payable, net
Notes Payable, net | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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, December 31, 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, December 31, 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 | Note 4: Notes Payable, net 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 Preferred equity loan 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 Notes payable, net consisted of the following at December 31, 2019: Gross Discount Net Bridge loan $ 65,000,000 $ (361,655 ) $ 64,638,345 TIF loan 9,847,000 (1,721,761 ) 8,125,239 Syndicated unsecured term loan 6,803,530 (2,838,067 ) 3,965,463 Preferred equity loan 99,603,847 (53,365,911 ) 46,237,936 Land loan with affiliate 1,273,888 - 1,273,888 Naming rights securitization loan 9,235,845 (566,096 ) 8,669,749 McKinley Grand Mortgage 1,900,000 (51,787 ) 1,848,213 CH capital lending 1,807,339 - 1,807,339 Convertible notes 17,310,252 (471,965 ) 16,838,287 IRG November Note 11,585,792 (67,537 ) 11,518,255 Total $ 224,367,493 $ (59,444,779 ) $ 164,922,714 During the years ended December 31, 2020 and 2019, the Company recorded amortization of note discounts of $10,570,974 and $13,274,793, respectively. Accrued Interest on Notes Payable As of December 31, 2020 and 2019, accrued interest on notes payable, were as follows: December 31, December 31, Bridge loan $ - $ 2,084,711 Preferred equity loan 27,125 717,286 Land loan with affiliate - 101,662 Constellation EME 248,832 - Paycheck protection plan loan 2,706 - Naming rights securitization loan - 30,786 City of Canton Loan 4,472 - Mortgage McKinley Grand - 41,821 JKP Capital Note 416,836 - Convertible notes - 269,271 MKG Doubletree loan 67,716 - Canton Cooperative Agreement 20,593 - Aquarian Mortgage Loan 333,333 - Total $ 1,121,613 $ 3,245,537 The amounts above were included in accounts payable and accrued expenses and other liabilities on the Company’s consolidated balance sheet, as follows: December 31, December 31, Accounts payable and accrued expenses $ 1,094,488 $ 2,528,251 Other liabilities 27,125 717,286 $ 1,121,613 $ 3,245,537 Bridge Loan On June 30, 2020, the Company entered into an amendment to the $65 million bridge loan (the “Bridge Loan”) dated March 20, 2018, that the Company had originally utilized to build the Tom Benson Stadium, among the Company, various lenders party thereto (“Lenders”) and GACP Finance Co., LLC (“GACP”), as administrative agent (the “Term Loan Agreement”), which further extended the maturity date to November 30, 2020, updated certain defined terms to align with the final transaction structure resulting from the Business Combination, specified the amount of proceeds from the Business Combination and Private Placement (defined below) that were required to be paid towards amounts outstanding under the Term Loan Agreement (the “Gordon Pointe Transaction Prepayment Amount”), added a fee payable to certain Lenders relative to the amounts owed after giving effect to the Gordon Pointe Transaction Prepayment Amount, amended various provisions related to mandatory prepayments of outstanding amounts owed under the Term Loan Agreement (including, but not limited to, prepayments due in connection with future equity and debt raises), and other minor amendments regarding HOF Village Hotel II, LLC (“HOF Village Hotel II”) and Mountaineer to facilitate their planned operations. The Bridge Loan has an exit fee of 1% on the balance due at the maturity of the loan, which the Company is accreting over the term of the Bridge Loan. At the date of the Business Combination, on July 1, 2020, the Company used proceeds from the Business Combination to pay $15,500,000 on the Bridge Loan, while an additional $15,000,000 converted into equity in the newly formed HOFRE. The remaining balance following the Business Combination was approximately $34,500,000. The maturity date on the remaining balance had been extended one month to November 30, 2020. During the fourth quarter of 2020, the Company paid off the remaining $34,500,000 outstanding balance owed previously using a portion of the proceeds from the November 2020 Public Offering and the Aquarian Mortgage Loan. TIF Loan For the Company, the Development Finance Authority of Summit County (“DFA Summit”) offered a private placement of $10,030,000 in taxable development revenue bonds, Series 2018. The bond proceeds are to reimburse the developer for costs of certain public improvements at the Hall of Fame Village powered by Johnson Controls, which are eligible uses of tax-incremental funding (“TIF”) proceeds. Under the cooperative agreement entered into by the Company, two subsidiaries, the City of Canton, DFA Summit, Stark County Port Authority, and the bank trustee, the Company and certain subsidiaries have been exempted from certain real estate taxes. However, the Company must make real estate tax payments on the TIF parcels sufficient to cover future required payments on the bond debt service until the 2018 bonds are no longer outstanding. This is a significant commitment made by the Company and is guaranteed by an individual’s trust, an individual, and two subsidiaries of the Company. Since the bond debt service is fixed and determinable, a liability has been recorded as of December 31, 2020 and 2019, representing the present value of the future bond debt service payments. The term of the TIF requires the Company to make installment payments through July 31, 2048. The current imputed interest rate is 5.2%, which runs through July 31, 2028. The imputed interest rate then increases to 6.6% through July 31, 2038 and finally increases to 7.7% through the remainder of the TIF. The Company is required to make payments on the TIF semi-annually in June and December each year. During the years ended December 31, 2020 and 2019, the Company made principal payments on this loan totaling $193,000 and $183,000, respectively. Syndicated Unsecured Term Loan and Preferred Equity Loan On January 1, 2016, as amended and restated on October 15, 2017, the Company entered into a financing agreement with a syndicate of lenders, including affiliates of IRG Canton Village Member, LLC, a member of HOF Village (the “IRG Member”), for a loan amount up to $150,000,000 as an unsecured promissory note (the “Syndicated Unsecured Term Loan”). The Syndicated Unsecured Term Loan may not be prepaid either in whole or in part until the initial maturity date without the express consent of the lender. Proceeds from the Syndicated Unsecured Term Loan are intended to cover working capital and the construction costs for venues including the Tom Benson Hall of Fame Stadium, youth fields, and campus infrastructure projects. The maturity date is February 26, 2021, and the Syndicated Unsecured Term Loan accrues interest at a rate of 12% per annum. On December 11, 2018, the Company and various parties signed the Master Transaction Agreement setting forth various terms and conditions for the development of the Hall of Fame Village powered by Johnson Controls. As part of the Master Transaction Agreement, American Capital Center, LLC (“ACC”), an affiliate of the Company, exchanged $106,450,000 of the Company’s debt and $24,470,142 of accrued interest and origination fees, as well as $336,579 of amounts due to PFHOF, by converting it to preferred equity instruments with a face value of $95,500,000 and an amended subordinated debt agreement with a face value of $6,450,000. In accordance with the Extinguishment of Liabilities The subordinated debt accrues interest at a rate of 5% and the balance is due February 26, 2021. The remaining subordinated debt is subordinate to the Bridge Loan. Additionally, the subordinated debt contains a payment-in-kind (“PIK”) interest provision, which represents contractually deferred interest added to the subordinated debt outstanding balance that is due at maturity. For the years ended December 31, 2020 and 2019, the Company incurred PIK interest of $256,441 and $353,530, respectively. As part of the Business Combination, on July 1, 2020, the entire balance of the Preferred Equity Loan’s and all but $170,089 of the Syndicated Unsecured Term Loan outstanding were converted into an aggregate of 13,762,039 shares of common stock. Land Loan with Affiliate On July 10, 2017, the Company entered into a promissory note with the PFHOF, an affiliate of HOFRE, for purpose of the acquisition of land at the Hall of Fame Village powered by Johnson Controls. The promissory note had an outstanding balance of $1,273,888 at June 30, 2020 and December 31, 2019, which bore interest at a rate of 1.22% per annum. The loan may be prepaid in whole or in part without penalty. For any unpaid balance after December 31, 2017, the interest rate was increased by 5%. The loan was subordinate to the Bridge Loan and had a maturity date of February 26, 2023. On July 2, 2020, the Company issued 580,000 shares in exchange of (a) full satisfaction of the promissory note in the amount of $1,273,888, (b) accrued interest in the amount of $50,158, and (c) other amounts due to PFHOF in the amount of $4,266,793. The Company determined that the issuance of shares for full satisfaction of the note resulted in a loss on extinguishment of debt of $209,160. Naming Rights Securitization Loan On November 9, 2017, the Company, through a subsidiary, JCIHOFV Financing, LLC, entered into a secured loan with a financial institution for $22,800,000, collateralized by the entire payment stream of the Johnson Controls Naming Rights Agreement, dated November 17, 2016 (see Note 6). Monthly payments include principal and interest at 4% per annum with the remaining principal balance due on March 31, 2021. The loan may not be prepaid, in whole or in part, without paying the prepayment premium, which is equal to the present value of the remaining interest payments. City of Canton Loan On December 30, 2019, the Company entered into a loan facility with the City of Canton, OH, whereby it may borrow up to $3,500,000. The loan accrues interest at a rate of one-half percent (0.5%) per annum. Upon an event of default, the interest rate will increase to five percent (5%) per annum on the outstanding balance at the time of default. The loan shall mature on July 1, 2027. During the year ended December 31, 2020, the Company borrowed the maximum amount of $3,500,000 on the loan. The Company has the option to extend the loan’s maturity date for three years, to July 1, 2030 if the Company meets certain criteria in terms of the hotel occupancy level and maintaining certain financial ratios. New Market/SCF On December 30, 2019, the Company entered into a loan facility with New Market Project, Inc., whereby it may borrow up to $3,000,000, of which the proceeds are to be used for the development of McKinley Grand Hotel, as described below. During the year ended December 31, 2020 the Company borrowed $2,999,989 on this facility. The loan has a maturity date of December 30, 2024 and accrues interest at a rate of 4% per annum. In the event of default, including failure to pay upon final maturity, the interest rate shall increase by adding a 5% fee that applies to each succeeding interest rate change that would have applied had there been no default. McKinley Grand Mortgage On October 22, 2019, the Company purchased the McKinley Grand Hotel in Canton, Ohio for $3.9 million, which was partially financed by separate notes payable of $1,900,000 and $1,807,339. The $1,807,339 note payable, in favor of CH Capital Lending, LLC (the “CH Capital Note”), accrued interest at a fixed rate equal to 10% per annum. The Company was required to make payments commencing on or prior to December 30, 2019. The maturity date of the CH Capital Note was April 30, 2020 and interest was payable quarterly. The Company was previously in default on the CH Capital Note, however the CH Capital Note was paid in full on June 24, 2020. The $1,900,000 note payable had a maturity date of October 22, 2021. Interest accrued at a rate equal to the greater of (i) 3.75% or (ii) the sum of the LIBOR rate plus 2.75%. The Company was required to make interest payments commencing on November 1, 2019, and on the first day of each successive month until the note was repaid. In September 2020, the Company paid off the full outstanding $1,900,000 principal and interest owed, using proceeds from the MKG Double Tree Loan (defined below). Constellation EME On December 30, 2019, the Company entered into a loan facility with Constellation NewEnergy, Inc. (“Constellation”) whereby it may borrow up to $9,900,000 (the “Constellation Loan Facility”). The proceeds of the Constellation Loan Facility 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 Constellation Loan Facility was amended on April 13, 2020 to modify the payment schedule and maturity date, reflecting current project timetables. The maturity date is December 31, 2022 and payments are due in 29 monthly installments totaling $11,075,000, with an effective interest rate of 6.1%. Beginning in August 2020 through December 2020, the monthly installment amount is $55,000, which increases in January 2021 to $450,000 through December 2022. During the years ended December 31, 2020, the Company borrowed the full amount under the Constellation Loan Facility. As of December 31, 2020, $5,318,820 of such funds had been released from the custodial accounts to the Company under the Constellation Loan Facility. The Company also has a sponsorship agreement with Constellation. Refer to Note 6 for additional information. Convertible Notes On December 24, 2018, the Company issued a series of convertible notes totaling $7,750,000 (the “Convertible Notes”). The notes accrued interest at a rate of 10%, with payments due semi-annually in arrears. The principal and all accrued interest amounts were due November 5, 2025. The Company was able to redeem the Convertible Notes after December 24, 2023, subject to terms defined in the individual notes. Convertible Notes redeemed between December 24, 2023 and December 24, 2024 would have been redeemed at 105% of face value. Convertible Notes redeemed after December 24, 2024 would have been redeemed at 102.5% of face value. Additionally, the Convertible Notes contained a PIK interest provision, which represented contractually deferred interest added to the Convertible Notes outstanding balance that was due at maturity. For the years ended December 31, 2020 and 2019, the Company incurred PIK interest of $875,129 and $1,180,252, respectively. On July 1, 2020, upon consummation of the Business Combination, all outstanding Convertible Notes were exchanged for PIPE Notes (defined below). IRG November Note On February 7, 2020, as effective on November 27, 2019, HOF Village, as borrower, entered into a subordinated promissory note with Industrial Realty Group, as lender, in an amount up to $30,000,000 (the “IRG November Note”). As of December 31, 2019, the aggregate principal amounts, excluding PIK interest, borrowed under the IRG November Note was $11,585,792. The IRG November Note accrues interest at a rate of 12% per annum and had a maturity date of November 1, 2020. Additionally, the IRG November Note contained a PIK interest provision, which represents contractually deferred interest added to the IRG November Note outstanding balance that is due at maturity. For the years ended December 31, 2020 and 2019, the Company incurred $1,858,744 and $85,009 of PIK interest, respectively. On July 1, 2020, upon consummation of the Business Combination, Industrial Realty Group exchanged $9,000,000 of the outstanding balance under the IRG November Note for PIPE Notes. On December 29, 2020, the Company entered into a securities purchase agreement with Industrial Realty Group, LLC, a Nevada limited liability company (“IRG”), and CH Capital Lending, LLC, a Delaware limited liability company affiliated with IRG (the “Purchaser”), pursuant to which the Company sold Purchaser 10,813,774 shares of the Company’s common stock, par value $0.0001 per share, and warrants to purchase 10,036,925 shares of common stock for an aggregate purchase price of $15,239,653. The Purchase Price was paid in the form of the cancellation in full of certain financial obligations owed by the Company and its affiliates to IRG and its affiliates in the amount of the Purchase Price, including the IRG November Note. The Company determined that the issuance of shares and warrants for full satisfaction of the note resulted in a loss on extinguishment of debt of $3,404,244. The Company valued the warrants using the following assumptions: Warrants Stock Price $ 1.29 Exercise Price $ 1.40 Dividend Yield N/A Expected Volatility 49.45 % Risk-Free Interest Rate 0.37 % Number of Shares 10,036,925 Value (USD) $ 5,196,116 Term (in years) 5.00 Paycheck Protection Program Loan On April 22, 2020, the Company obtained a Paycheck Protection Program Loan (“PPP Loan”) for $390,400. The PPP Loan has a fixed interest rate of 1%, requires 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. JKP Capital Loan On June 24, 2020, HOF Village and HOFV Hotel II executed a loan evidenced by a promissory note (the “JKP Capital Loan”) in favor of JKP Financial, LLC for the principal sum of $7,000,000. The JKP Capital Loan bears interest at a rate of 12% per annum and matures on December 2, 2021, on which date all unpaid principal and accrued and unpaid interest is due. The JKP Capital Loan is secured by the membership interests in HOFV Hotel II held by HOF Village. SCF Subordinated Note On June 22, 2020, the Company entered into a loan facility with Stark Community Foundation (the “SCF Subordinated Note”) for $1,000,000. The SCF Subordinated Note has a fixed interest rate of 5% per annum, has a PIK interest provision that was payable semi-annually in arrears on each July 22 and January 22 commencing July 22, 2020, and with a maturity date of June 22, 2023. On July 1, 2020, the SCF Subordinated Note was exchanged for PIPE Notes, described in greater detail below, under “Convertible P Notes”. 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. There are also Note Redemption Warrants that may be issued pursuant to the Note Purchase Agreement 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 $268,758 on amortization of debt discount related to the contingent beneficial conversion feature for the year ended December 31, 2020 in the Company’s consolidated statements of operations. Industrial Realty Group exchanged $9.0 million of the amount outstanding under the IRG November Note for PIPE Notes in the principal amount of $9.0 million. Gordon Pointe Management, LLC exchanged $500,000 of the principal component of the indebtedness owed to such Purchaser by GPAQ under loan agreements and related promissory notes for PIPE Notes in the principal amount of $500,000. Seven other Purchasers exchanged a total of $4,221,293 in GPAQ founder notes held by such Purchasers for PIPE Notes in the aggregate principal amount of $4,221,293. Consequently, the Company received cash proceeds from the issuance and sale of the PIPE Notes of approximately $7 million. The Company used proceeds of the Private Placement to fund the Company’s obligations related to the Merger Agreement and to pay transaction fees and expenses and used the remaining proceeds of the Private Placement to satisfy the Company’s working capital obligations. The PIPE Notes began to accrue interest on October 1, 2020, but the Company has elected to apply the PIK interest provision, thereby increasing the outstanding balance of the PIPE Notes by the amount of accrued interest each month. The Convertible PIPE Notes contain a PIK interest provision, which represents contractually deferred interest added to the subordinated debt outstanding balance that is due at maturity. For the year ended December 31, 2020, the Company incurred PIK interest of $1,076,378. MKG DoubleTree Loan On September 14, 2020, the Company entered into a construction loan agreement with Erie Bank, a wholly owned subsidiary of CNB Financial Corporation, a Pennsylvania corporation, as lender. The Company has applied and been approved for a first mortgage loan for $15.3 million (“MKG DoubleTree Loan”) with a variable interest rate of 1.75% plus the prime commercial rate, at which no time can it drop below 5%, for the purpose of renovating the McKinley Grand Hotel in the City of Canton, Ohio. The initial maturity date is 18 months after the exercised loan date, March 13, 2022, and the agreement includes an extended maturity date of September 13, 2022, should HOFRE need more time with an extension fee of 0.1% of the then outstanding principal balance. The Company intends to use the proceeds of the MKG DoubleTree Loan for building acquisition costs and costs incurred for material and labor in connection with the improvements, which make up just under 75% of the MKG DoubleTree Loan. The remaining portion of the MKG DoubleTree Loan will be used for administrative, legal, operational, and environmental costs. A bank account has been created with Erie Bank and the balance must be maintained between $1 and $2 million within the account as collateral, which will promptly be refunded to the Company upon complete payment of the MKG DoubleTree Loan on the maturity date. The MKG DoubleTree Loan has certain financial covenants whereby the Company must maintain a minimum tangible net worth of $5,000,000 and minimum liquidity of not less than $2,000,000. These covenants are to be tested annually based upon the financial statements at the end of each fiscal year. As of December 31, 2020, the amount of restricted cash related to the MKG DoubleTree Loan was $199,645. Canton Cooperative Agreement On September 1, 2020, HOFRE entered into a Cooperative Agreement with DFA Summit, the City of Canton, Ohio (“Canton”), the Canton Regional Energy Special Improvement District, Inc. (the “District”), and U.S Bank National Association for the construction of the Series 2020C Project. The Series 2020C Project constitutes a port authority facility and a special energy improvement project under the Special Improvement District Act. HOFRE applied and received approval from the District and Canton for the aforementioned project. The loan amount is $2,670,000, with a discount of $182,723, which will be amortized over the life of the loan using the effective interest method. In order to pay for the costs of the Series 2020C Project, the District and HOFRE have requested and been approved by DFA Summit, to issue and sell the Series 2020C Bonds pursuant to an Indenture and make a portion of the proceeds of the Series 2020C Bonds available to the developer to undertake the provision of the Series 2020C Project. While the Series 2020C Bonds are outstanding, HOFRE shall pay the special assessment and the service payments semi-annually to the Canton County Treasurer pursuant to and in accordance with the Assessing Ordinance, the TIF Act, and the TIF Ordinance. The service payments shall be in the same amount as the real property taxes that would have been charged and payable against the Improvements had the TIF Exemption not been granted. The special assessment payments will be made on January 31st and July 31st over the course of 17 years, commencing on January 31, 2022 with a maturity date of January 31, 2039. For the first eight years, each payment will consist of $188,188 and decrease to $161,567 in 2030. Aquarian Mortgage Loan On December 1, 2020, the Company entered into a mortgage loan with Aquarian Credit Funding, LLC (“Aquarian”) for $40,000,000 of gross proceeds. The Aquarian Mortgage Loan bears interest at 10% per annum and the principal payments are due monthly, which began in December 2020. Upon the occurrence and during the continuance of an event of default, Aquarian may, at its option, take such action, without notice or demand that Aquarian deems advisable to protect and enforce its rights against the Company, including declaring the debt to become immediately due and payable. Issuance of 7.00% Series A Cumulative Redeemable Preferred Stock During October, 2020, the Company issued to American Capital Center, LLC (the “Preferred Investor”) an aggregate of 1,800 shares of 7.00% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”) at $1,000 per share for an aggregate purchase price of $1,800,000. The Company paid the Preferred Investor an origination fee of 2%. The issuance and sale of the Series A Preferred Stock to the Preferred Investor was exempt from registration pursuant to Section 4(a)(2) of the Securities Act. HOFRE used half of the proceeds from the sale of the Series A Preferred Stock to pay down outstanding amounts under its Bridge Loan. The Series A Preferred Stock is required to be redeemed in cash after five years and is recorded in notes payable, net on the Company’s consolidated balance sheet. Future Minimum Principal Payments The minimum required principal payments on notes payable outstanding as of December 31, 2020 are as follows: For the year ended December 31, Amount 2021 $ 54,058,060 2022 21,044,819 2023 455,000 2024 3,521,989 2025 24,071,671 Thereafter 13,806,000 Total Gross Principal Payments $ 116,957,539 Less: Discount (18,058,172 ) Total Net Principal Payments $ 98,899,367 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 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. | 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 December 31, 2020, 561,290 shares remained available for issuance under the 2020 Omnibus Incentive Plan. Issuance of Restricted Stock Awards On July 2, 2020, the Company granted 715,929 shares of the Company’s restricted stock to the Company’s Chief Executive Officer under the 2020 Omnibus Incentive Plan. The shares will vest at three separate dates, 238,643 on July 2, 2020, 238,643 on July 2, 2021, and fully vest on July 2, 2022 with a final installment of 238,643. In connection with vesting of 238,643 shares on July 2, 2020, the Company withheld 106,840 shares for tax withholding. The Company’s activity in restricted common stock was as follows for years ended December 31, 2020: Number of Weighted Non–vested at January 1, 2020 - $ - Granted 715,929 $ 9.30 Vested (238,643 ) $ 9.30 Non–vested at December 31, 2020 477,286 $ 9.30 For the years ended December 31, 2020 and 2019, the Company recorded $3,327,280 and $0, in employee and director stock-based compensation expense. Of this amount, $2,218,187 is included as a component of business combination costs on the Company’s consolidated statement of operations, as the initial vesting of the restricted stock award was directly related to the completion of the Company’s Business Combination. The remaining stock-based compensation expense is included as a component of property operating expenses. As of December 31, 2020, unamortized stock-based compensation costs related to restricted share arrangements was $3,327,280 and will be recognized over a weighted average period of 1.5 years. Issuance of Restricted Stock Units On August 31, 2020, the Company granted 138,568 restricted stock units (“RSUs”) to an employee as an inducement grant not under the 2020 Omnibus Incentive Plan. The RSUs will vest at three separate dates, 46,189 on August 31, 2021, 46,189 on August 31, 2022, and fully vest on August 31, 2023 with a final installment of 46,190. On September 1, 2020, the Company granted 64,240 RSUs to an employee as an inducement grant not under the 2020 Omnibus Incentive Plan. The RSUs will vest at three separate dates, 21,413 on September 1, 2021, 21,413 on September 1, 2022, and fully vest on September 1, 2023 with a final installment of 21,414. On September 16, 2020, the Company granted 148,883 RSUs to an employee as an inducement grant not under the 2020 Omnibus Incentive Plan. The RSUs will vest at three separate dates, 49,628 on September 14, 2021, 49,628 on September 14, 2022, and fully vest on September 14, 2023 with a final installment of 49,627. On September 22, 2020, the Company granted an aggregate of 529,543 RSUs to employees under the 2020 Omnibus Incentive Plan. The RSUs will vest at three separate dates, one third on September 22, 2020, one third on July 1, 2021, and fully vest on July 1, 2022. On September 22, 2020, the Company granted an aggregate of 45,000 RSUs to independent directors under the 2020 Omnibus Incentive Plan. The RSUs will fully vest on September 22, 2021. On November 16, 2020, the Company granted 131,694 RSUs to an employee under the 2020 Omnibus Incentive Plan as an inducement grant not under the 2020 Omnibus Incentive Plan. The RSUs will vest at three separate dates, 43,898 on November 16, 2021, 43,898 on November 16, 2022, and fully vest on November 16, 2023 with a final installment of 43,898. On December 22, 2020, the Company granted an aggregate of 477,778 RSUs to the Chief Executive Officer under the 2020 Omnibus Incentive Plan. The RSUs vest contingent upon shareholder approval to increase the number of authorized shares under the Omnibus Incentive Plan in the 2021 Annual Meeting of Stockholders. On December 22, 2020, the Company granted an aggregate of 140,741 RSUs to employees under the 2020 Omnibus Incentive Plan. The RSUs vest in full on December 22, 2021. The Company’s activity in restricted stock units was as follows for years ended December 31, 2020: Number of Weighted Non–vested at January 1, 2020 - $ - Granted 1,676,447 $ 2.52 Vested (176,514 ) $ 2.80 Forfeited - - Non–vested at December 31, 2020 1,499,933 $ 2.49 For the years ended December 31, 2020 and 2019, the Company recorded $1,003,255 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 December 31, 2020, unamortized stock-based compensation costs related to restricted stock units was $3,228,092 and will be recognized over a weighted average period of 1.62 years. Warrants (Restated) The Company’s warrant activity was as follows for the years ended December 31, 2020: Number of Weighted Weighted Intrinsic Outstanding - January 1, 2020 - $ - Issued in connection with Business Combination 24,731,194 $ 11.50 4.50 Issued in connection with November 2020 Public Offering 17,857,142 $ 1.40 4.88 Issued in connection with November 2020 overallotment 2,678,571 $ 1.40 4.88 Issued in connection with IRG November Note Conversion 10,036,925 $ 1.40 4.99 Outstanding – December 31, 2020 55,303,832 $ 5.92 4.73 $ - Exercisable – December 31, 2020 45,266,907 $ 6.92 4.67 $ - Shared Services Agreement On June 30, 2020, HOF Village entered into a Shared Services Agreement with PFHOF (the “Shared Services Agreement”). Under the agreement, PFHOF and HOF Village mutually reduced certain outstanding amounts owed between the parties, with PFHOF forgiving $5.15 million owed by HOF Village and HOF Village forgiving $1.2 million owed by PFHOF, which effectively resulted in no outstanding amounts owed between the parties as of March 31, 2020. Additionally, the Company wrote-off the Tom Benson statue, which was valued as of the date of the Shared Services Agreement at $251,000 while the Company had valued it at $300,000. As this is a related party transaction, the Company recorded the resulting difference of $3,699,000 as a contribution from one of its members in the Company’s consolidated balance sheet. November 2020 Public Offering On November 18, 2020, we closed our previously announced offering (the “November 2020 Offering”) of 17,857,142 units (the “November 2020 Units”) at a price of $1.40 per November 2020 Unit, each consisting of one share of our Common Stock, and one warrant to purchase one share of Common Stock (each, a “Series B Warrant”) pursuant to the terms of the underwriting agreement between the Company and Maxim Group LLC (for purposes of the November 2020 Offering, the “November 2020 Underwriter”), entered into on November 16, 2020 (the “November 2020 Underwriting Agreement”). The Series B Warrants are exercisable at a price of $1.40 per share of Common Stock and expire five years from the date of issuance. In addition, the November 2020 Underwriter exercised in full its option to purchase up to an additional 2,678,571 shares of Common Stock and an additional 2,678,571 Warrants at the public offering price less discounts and commissions. Under the terms of the November 2020 Underwriting Agreement, each of our 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 sell the Common Stock for a period of 90 days following November 16, 2020. The Company received approximately $26.2 million, net of offering costs in connect with these transactions. In connection with the November 2020 Offering, on November 18, 2020, we entered into a Warrant Agency Agreement (the “Series B Warrant Agreement”) with Continental Stock Transfer & Trust Company (“Continental”), pursuant to which Continental agreed to act as warrant agent with respect to the Series B Warrants. December 2020 Private Placement of Common Stock and Series C Warrants On December 29, 2020, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with IRG and CH Capital Lending, LLC, a Delaware limited liability company (the “Purchaser”), pursuant to which we sold to the Purchaser in a private placement (the “December 2020 Private Placement”) 10,813,774 shares (the “Shares”) of Common Stock and warrants to purchase 10,036,925 shares of Common Stock (the “Series C Warrants”). The aggregate purchase price for the Shares and Series C Warrants was $15,239,653 (the “Purchase Price”), which was paid in the form of the cancellation in full of certain financial obligations owed by us and affiliates to IRG and its affiliates. The Series C Warrants are exercisable for, in the aggregate, 10,036,925 shares of Common Stock at an exercise price of $1.40 per share of Common Stock (subject to customary adjustments). The Series C Warrants may be exercised from and after June 29, 2021, subject to certain terms and conditions set forth in the Series C Warrants. Unexercised Series C Warrants will expire on the fifth anniversary of the date of issuance (see Note 2). |
Sponsorship Revenue and Associa
Sponsorship Revenue and Associated Commitments | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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. | Note 6: Sponsorship Revenue and Associated Commitments Johnson Controls, Inc. On July 2, 2020, Newco 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 amended, as of December 31, 2020, 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 $ 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 years ended December 31, 2020 and 2019, the Company recognized $4,742,111 and $4,962,985 of net sponsorship revenue related to this deal, respectively. Accounts receivable from JCI totaled $0 and $91,932 at December 31, 2020 and 2019, 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 years ended December 31, 2020 and 2019, the Company recognized $180,394 and $179,901 of net sponsorship revenue related to this deal, respectively. Accounts receivable from Aultman totaled $0 and $165,115 at December 31, 2020 and 2019, respectively. During the first quarter of 2021, the Company terminated the Aultman sponsorship agreement. See Note 14. 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 December 31, 2020, scheduled future cash to be received under the agreement are as follows: Year ending December 31: 2021 $ 150,000 2022 150,000 2023 150,000 2024 150,000 2025 150,000 Thereafter 150,000 Total $ 900,000 As services are provided, the Company is recognizing revenue on a straight-line basis over the expected term of the agreement. During the years ended December 31, 2020 and 2019, the Company recognized $148,982 and $148,575 of net sponsorship revenue related to this deal, respectively. As of December 31, 2020 and 2019, accounts receivable from First Data totaled $58,141 and $0, 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 of the Company in exchange for certain sponsorship rights. The original term of the 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 December 31, 2020, scheduled future cash to be received and required activation spend under the agreement are as follows: Unrestricted Activation Total 2021 $ 1,300,000 $ 187,193 $ 1,487,193 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 $ 11,662,807 $ 1,583,193 $ 13,246,000 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 years ended December 31, 2020 and 2019, the Company recognized $1,244,655 and $1,310,536 of net sponsorship revenue related to this deal, respectively. Accounts receivable from Constellation totaled $1,101,867 and $857,213 at December 31, 2020 and 2019, 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 years ended December 31, 2020 and 2019, the Company recognized $15,115 of net sponsorship revenue related to this deal. During the years ended December 31, 2020 and 2019, the Company recognized $60,131 and $59,967 of net sponsorship revenue related to this deal, respectively. Accounts receivable from Turf Nation totaled $132,092 and $171,961 at December 31, 2020 and 2019, respectively. |
Other Commitments
Other Commitments | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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. | 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. On March 20, 2018, a Letter of Representations was entered into by both parties whereby the Company has agreed to put money into escrow. The escrow balance at December 31, 2020 and 2019 of $0 and $2,604,318, respectively, is included in restricted cash on the Company’s consolidated balance sheets. 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 $ 321,900 2022 321,900 2023 321,900 2024 321,900 2025 321,900 Thereafter 41,320,800 Total $ 42,930,300 Rent expense on operating leases totaled $418,862 and $331,916 during the years ended December 31, 2020 and 2019, and is recorded as a component of property operating expenses on the Company’s consolidated statement of operations. QREM Management Agreement On August 15, 2018, the Company entered into an Interim Services Agreement with Q Real Estate Management (“QREM”) to manage the Tom Benson Hall of Fame Stadium operations. Under that agreement, the Company incurs a monthly management fee to QREM. The interim agreement ended March 1, 2019 and the agreement was not renewed between the parties. 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 years ended December 31, 2020 and 2019 was $200,000 and $66,667, 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. DoubleTree Canton Downtown Hotel On January 2, 2020, the Company entered into a franchise agreement with Hilton Franchise Holding, LLC (“Hilton”) in order to obtain a license to use the Hilton brand in the operation of the DoubleTree Canton Downtown Hotel in Canton, Ohio. The Company will be responsible for operating the hotel full-time, complying with industry and brand standards, and using the reservation service provided by Hilton. While possessing exclusive control of day to day operations, the Company is required to display and maintain signage displaying Hilton’s brand name. The Company is also required to publish and make available to the traveling public, a directory that includes the Hilton brand. The monthly fee will be used for advertising, promotions, publicity, public relations, market research, and other marketing programs. The hotel opened in November 2020. 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 year ended December 31, 2020, the Company paid and incurred $73,225 in management fees. TAAS Agreement On October 9, 2020, Newco, entered into a Technology as a Service Agreement (the “TAAS Agreement”) with Johnson Controls, Inc. (“JCI”). Pursuant to the TAAS Agreement, JCI will provide certain services related to the construction and development of the Hall of Fame Village powered by JCI (the “Project”), including, but not limited to, (i) design assist consulting, equipment sales and turn-key installation services in respect of specified systems to be constructed as part of Phase 2 and Phase 3 of the Project and (ii) maintenance and lifecycle services in respect of certain systems constructed as part of Phase 1, and to be constructed as part of Phase 2 and Phase 3, of the Project. Under the terms of the TAAS Agreement, Newco has agreed to pay JCI up to an aggregate $217,934,637 for services rendered by JCI over the term of the TAAS Agreement. |
Contingencies
Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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. | Note 8: Contingencies During the normal course of its business, the Company is subject to occasional legal proceedings and claims. The Company’s wholly owned subsidiary, HOF Village Stadium, LLC, was a defendant in a lawsuit “National Football Museum, Inc. dba Pro Football Hall of Fame v. Welty Building Company Ltd., et al;” filed in the Stark County Court of Common Pleas. PFHOF, an affiliate, filed this suit for monetary damages as a result of the cancellation of the 2016 Hall of Fame Game. Plaintiff alleged that the game was cancelled as a result of negligent acts of subcontractors who were hired to perform field painting services. The Plaintiff alleged that HOF Village Stadium, LLC was contractually liable for damages Plaintiff sustained because it guaranteed the performance of Defendant Welty Building Company Ltd. (“Welty”) for the Tom Benson Hall of Fame Stadium renovation. Potential damages claimed by Plaintiff included the refunds of ticket sales, lost commissions on food and beverage sales, and lost profits on merchandise sales. The parties reached a global settlement and the matter has been dismissed with prejudice. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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, December 31, 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. | Note 9: Related-Party Transactions Due to Affiliates Due to affiliates consisted of the following at December 31, 2020 and 2019: December 31, December 31, Due to IRG Member $ 1,456,521 $ 6,257,840 Due to IRG Affiliate 140,180 145,445 Due to M. Klein - 500,000 Due to Related Party Advances - 5,800,000 Due to PFHOF 126,855 6,630,305 Total $ 1,723,556 $ 19,333,590 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, 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 years ended December 31, 2020 and 2019, costs incurred under these arrangements were $1,360,944 and $1,276,885, respectively, which were included in Project Development Costs. The IRG Member also provides certain general administrative support to the Company. For the years ended December 31, 2020 and 2019, expenses of $275 and $344,426, respectively, were included in Property Operating Expenses. 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 years ended December 31, 2020 and 2019 the Company incurred $120,000 in costs to this affiliate, respectively. The amounts above due to M. Klein as of December 31, 2019 relate to advisory services provided to the Company. The Company engages a company owned by an investor for advisory services. The Company has not incurred any advisory costs under this arrangement in any of the reported periods presented. 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 years ended December 31, 2020 and 2019, the Company recognized expenses of $2,476,946 and $1,706,290, 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 years ended December 31, 2020 and 2019 under the Media License Agreement. PFHOF Shared Services Agreement On June 30, 2020, the HOF Village entered into the Shared Services Agreement with PFHOF. Under the agreement, PFHOF and HOF Village mutually reduced certain outstanding amounts owed between the parties, with PFHOF forgiving $5.15 million owed by HOF Village and HOF Village forgiving $1.2 million owed by PFHOF, which effectively resulted in no outstanding amounts owed between the parties as of March 31, 2020. Additionally, the Company wrote-off the Tom Benson statue, which was valued as of the date of the Shared Services Agreement at $251,000 while the Company had valued it at $300,000. As this is a related party transaction, the Company recorded the resulting difference of $3,699,000 as a contribution from one of its members in the Company’s consolidated balance sheet. On March 9, 2021, the Company and PFHOF entered into an additional Shared Services Agreement, as described in Note 14. Other Liabilities Other liabilities consisted of the following at December 31, 2020 and 2019: December 31, December 31, Activation fund reserves $ 3,780,343 $ 2,876,149 Deferred revenue 1,709,126 90,841 Preferred stock dividend payable - 717,286 Total $ 5,489,469 $ 3,684,276 |
Concentrations
Concentrations | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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. | Note 10: Concentrations For the year ended December 31, 2020, two customers represented approximately 74% and 19% of the Company’s sponsorship revenue. For the year ended December 31, 2019, two customers represented approximately 63% and 17% of the Company’s sponsorship revenue. At December 31, 2020, two customers represented approximately 71% and 15% of the Company’s accounts receivable. At December 31, 2019, two customers represented approximately 43% and 33% 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 | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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. | Note 13: 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 years ended December 31, 2020 and 2019, the Company expensed matching contributions of $67,817 and $15,729, respectively |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 12: Subsequent Events Private Placement of Preferred Stock and Warrants to Purchase Common Stock On June 4, 2021, in accordance with the previously announced Securities Purchase Agreement, dated May 13, 2021, between the Company and IRG, LLC, as assigned by IRG, LLC to CH Capital Lending, LLC, and the binding term sheet dated January 28, 2021, the Company issued and sold to CH Capital Lending, LLC for a purchase price of $15 million in a private placement (the “New 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 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”). Also on June 4, 2021, the Company closed a securities purchase agreement with another purchaser for 200 shares of Series B Preferred Stock and 32,680 Series D Warrants. The Company intends to deposit the net proceeds as necessary into the Proceeds Account (as defined herein), and use the net proceeds for general corporate purposes. Amendment to 2020 Omnibus Incentive Plan At the Company’s 2021 Annual Meeting of Stockholders held on June 2, 2021 (the “2021 Annual Meeting”), the Company’s stockholders approved an amendment to the 2020 Omnibus Incentive Plan to increase by four million the number of shares of Common Stock that will be available for issuance under the 2020 Omnibus Incentive Plan, resulting in a maximum of 5,812,727 shares that can be issued under the amended Plan. The amendment to the 2020 Omnibus Incentive Plan was previously approved by the board of directors of the Company, subject to stockholder approval at the 2021 Annual Meeting. The amended 2020 Omnibus Incentive Plan became effective on June 2, 2021. Election of Class A Directors At the 2021 Annual Meeting, the Company’s stockholders elected Edward J. Roth III, Mary Owen and Lisa Roy to serve as Class A directors for three-year terms expiring upon the 2024 Annual Meeting of Stockholders and the election and qualification of their respective successors. | Note 14: Subsequent Events 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 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 Company’s Common Stock (the “New Private Placement Preferred Stock”), having an aggregate liquidation preference of $15,000,000, and (ii) a number of warrants, convertible into shares of the Company’s Common Stock at an exercise price of $6.90 per share (the “New Private Placement Warrants”), 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 first quarter of 2021. If the Company consummates the New Private Placement, the Company intends to deposit the net proceeds as necessary into the Proceeds Account (as defined herein), and 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. Termination of Sponsorship Agreement with Aultman 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. 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. PPP Loan Forgiveness On February 1, 2021, the Company obtained notice from the Small Business Association that the full outstanding amount of the PPP Loan was forgiven. Follow-On Public Offering 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. 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. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combination | Note 11: Business Combination On July 1, 2020, the Company (formerly known as GPAQ Acquisition Holdings, Inc.) consummated the previously announced Business Combination with HOF Village, pursuant to the Merger Agreement, by and among GPAQ, Acquiror Merger Sub, Company Merger Sub, HOF Village and Newco. Upon the consummation of the Business Combination: (i) Acquiror Merger Sub merged with and into GPAQ, with GPAQ continuing as the surviving entity (the “Acquiror Merger”) and (ii) Company Merger Sub merged with and into Newco, with Newco continuing as the surviving entity (the “Company Merger”). In advance of the Company Merger, HOF Village transferred all of its assets, liabilities and obligations to Newco pursuant to a contribution agreement. In connection with the closing of the Business Combination, the Company changed its name from “GPAQ Acquisition Holdings, Inc.” to “Hall of Fame Resort & Entertainment Company.” As a result of the Business Combination, GPAQ and Newco continue as our wholly owned subsidiaries. In connection with the consummation of the Business Combination and pursuant to the Merger Agreement, (a) each issued and outstanding unit of GPAQ, if not already detached, was detached and each holder of such a unit was deemed to hold one share of GPAQ Class A common stock and one GPAQ warrant (“GPAQ Warrant”), (b) each issued and outstanding share of GPAQ Class A common stock (excluding any shares held by a GPAQ stockholder that elected to have its shares redeemed pursuant to GPAQ’s organizational documents) was converted automatically into the right to receive 1.421333 shares of our common stock, following which all shares of GPAQ Class A common stock ceased to be outstanding and were automatically canceled and cease to exist; (c) each issued and outstanding share of GPAQ Class F common stock was converted automatically into the right to receive one share of our common stock, following which all shares of GPAQ Class F common stock ceased to be outstanding and were automatically canceled and cease to exist; (d) each issued and outstanding GPAQ Warrant (including GPAQ private placement warrants) was automatically converted into one warrant to purchase 1.421333 shares of our common stock per warrant, following which all GPAQ Warrants ceased to be outstanding and were automatically canceled and retired and cease to exist; and (e) each issued and outstanding membership interest in Newco converted automatically into the right to receive a pro rata portion of the Company Merger Consideration (as defined in the Merger Agreement), which was payable in shares of our common stock. Our common stock is traded on The Nasdaq Capital Market, or Nasdaq, under the symbol “HOFV” and our outstanding series of warrants (the “Existing Warrants”) are traded on Nasdaq under the symbol “HOFVW”. The rights of holders of the Company’s common stock and Existing Warrants are governed by its amended and restated certificate of incorporation (the “Certificate of Incorporation”), its amended and restated bylaws (the “Bylaws’) and the Delaware General Corporation Law (the “DGCL”), and in the case of the Existing Warrants, the Warrant Agreement, dated January 24, 2018, between GPAQ and the Continental Stock Transfer & Trust Company. The Company’s net assets acquired through the consummation of the Business Combination (restated) consisted of: Cash $ 31,034,781 Sponsor loan (500,000 ) Warrant liability (30,040,000 ) Net assets acquired $ 494,781 Immediately following the acquisition, the sponsor loan above was converted into the PIPE Notes. At the date of the Business Combination, on July 1, 2020, the Company used proceeds from the Business Combination to pay $15,500,000 on the Bridge Loan, while an additional $15,000,000 converted into equity in the newly formed Hall of Fame Entertainment & Resort entity. The remaining balance following the Business Combination was approximately $34,500,000. The maturity date on the remaining balance has been extended one month to November 30, 2020. Should the Company be unable to pay off the principal balance at maturity, Industrial Realty Group agreed to advance funds to the Company to pay off the Bridge Loan, under the terms of the guarantee. As a result, Industrial Realty Group would become a lender to the Company with a maturity date of August 2021. On July 1, 2020, concurrently with the closing of the Business Combination, the Company completed the Private Placement of $20,721,293 in aggregate principal amount of PIPE Notes with certain funds managed by Magnetar Financial, LLC and the Purchasers. Pursuant to the terms of the Note Purchase Agreement, at the option of the holders thereof the PIPE Notes may be converted into shares of Common Stock at a conversion price initially equal to $11.50 per share, subject to formula-based adjustment based on specified events. 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. On July 1, 2020, in connection with the closing of the Business Combination, holders of Newco’s membership interests as of immediately prior to the closing date entered into a lock-up agreement (the “Lock-Up Agreement”). Under the Lock-Up Agreement, each party thereto agreed not to sell, offer to sell, contract or agree to sell, hypothecate, pledge, sell any option or contract to purchase, grant any option, right or warrant, make any short sale or otherwise transfer or dispose of or lend its portion of any shares of common stock for a period after closing ending on the date that is the later of (i) 180 days after July 1, 2020 and (ii) the expiration of the Founder Shares Lock-Up Period under, dated January 24, 2018 among GPAQ, its officers and directors and initial shareholders. The Company incurred $19,137,165 in costs related to the Business Combination. Of these costs, $16,718,978 were legal and professional fees, $2,218,187 was related to a restricted stock award to the Company’s Chief Executive Officer, and $200,000 was related to a cash bonus to the Company’s Chief Executive Officer. |
Income Tax (Restated)
Income Tax (Restated) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax (Restated) | Note 12: Income Tax (Restated) Significant components of deferred tax assets were as follows: As of December 31, 2020 2019 U.S. federal tax loss carry–forward $ 4,143,828 $ - U.S. local tax loss carry–forward 389,717 - Equity based compensation – RSUs 416,157 Property and equipment (1,741,690 ) - Prepaid rent (1,040,888 ) - Total deferred tax assets 2,167,124 - Less: valuation allowance (2,167,124 ) - Net deferred tax asset $ — $ — As of December 31, 2020, the Company had the following tax attributes: Amount Begins to U.S. federal net operating loss carry–forwards $ 19,732,513 Indefinite U.S. local net operating loss carry–forwards 19,732,513 Fiscal 2025 As it is not more likely than not that the resulting deferred tax benefits will be realized, a full valuation allowance has been recognized for such deferred tax assets. For the year ended December 31, 2020, the valuation allowance increased by $2,167,124. The provision for/(benefit from) income tax differs from the amount computed by applying the statutory federal income tax rate to income before the provision for/(benefit from) income taxes. The sources and tax effects of the differences are as follows: For the Years Ended 2020 2019 (Restated) Expected Federal Tax (21.0 )% - % Local Tax (Net of Federal Tax Benefits) (2.0 ) - Business Combination Expenses 22.0 - Change in FV of warrant liability (27.1 ) Note Extinguishment 4.3 - Deferred Tax Liabilities Resulting from Business Combination 13.2 - Other permanent differences 1.0 Change in valuation allowance 9.6 - Effective rate of income tax - % - % The Company files income tax returns in the U.S. federal jurisdiction and local (City of Canton) jurisdictions. As a result of the July 1, 2020 business combination and resulting conversion from a limited liability company to a corporate taxable entity, deferred tax liabilities of $2,995,870 were recognized from accrual and tax timing differences of property and equipment and prepaid rent existing at the time of the merger. Prior to the July 1, 2020 business combination the Company was a pass through entity and was not subject to income tax. The deferred tax liabilities were subsequently offset by the deferred tax assets created primarily from net operating losses incurred during the period from the merger date through the end of the year. See Note 15 for a discussion on the restatement of the Company’s financial statements. |
Restatement of Previously Issue
Restatement of Previously Issued Audit and Unaudited Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Audit And Unaudited Financial Statements [Abstract] | |
Restatement of Previously Issued Audit and Unaudited Financial Statements | Note 15: Restatement of Previously Issued Audit and Unaudited Financial Statements As discussed in Note 2, the Company has restated previously issued financial statements regarding the accounting and reporting for warrants. The errors that caused the Company to conclude that its financial statements should be restated are the result of a misapplication of the guidance on accounting for certain of its issued warrants, which came to light when the staff of the SEC issued a public Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) dated April 12, 2021 (the “SEC Statement”). The SEC Statement addresses certain accounting and reporting considerations related to warrants of a kind similar to those issued by the Company at the time of its business combination with GPAQ on July 1, 2020. Based on ASC 815-40, Contracts in Entity’s Own Equity, warrant instruments that do not meet the criteria to be considered indexed to an entity’s own stock shall be initially classified as liabilities at their estimated fair values. In periods subsequent to issuance, changes in the estimated fair value of the derivative instruments should be reported in the statement of operations. The following presents a reconciliation of the balance sheets, statements of operations, changes in stockholders’ equity and cash flows from the prior periods as previously reported to the restated amounts as of and for the year ended December 31, 2020, as well as the unaudited condensed financial statements for the three and nine month periods ended September 30, 2020. Additionally, the Company has restated the table of warrants within Note 5 to reflect that each of the Series A Warrants issued in connection with the Business Combination are exercisable for 1.421333 shares of common stock. Consolidated Balance Sheet as of December 31, 2020 As Filed Restatement Restated Warrant liability $ - $ 19,112,000 $ 19,112,000 Total liabilities 126,650,582 19,112,000 145,762,582 Additional paid-in capital 217,027,804 (44,915,116 ) 172,112,688 Accumulated deficit (32,643,987 ) 25,803,116 (6,840,871 ) Total equity attributable to HOFRE 184,390,227 (19,112,000 ) 165,278,227 Total equity 184,193,721 (19,112,000 ) 165,081,721 Consolidated Statement of Operations for the Year Ended December 31, 2020 As Filed Restatement Restated Property operating expenses $ 25,701,821 $ 930,000 $ 26,631,821 Total operating expenses 38,878,610 930,000 39,808,610 Loss from operations (31,779,456 ) 930,000 (32,709,456 ) Change in fair value of warrant liability - 26,733,116 26,733,116 Total other expense (39,708,832 ) 26,733,116 (12,975,716 ) Net loss before income taxes (71,488,288 ) 25,803,116 (45,685,172 ) Net loss (71,488,288 ) 25,803,116 (45,685,172 ) Net loss attributable to HOFRE stockholders (71,291,782 ) 25,803,116 (45,488,666 ) Net loss per share – basic and diluted $ (2.68 ) $ 0.97 $ (1.71 ) Consolidated Statement of Changes in Stockholders’ Equity for the Year Ended December 31, 2020 As Filed Restatement Restated Business combination with GPAQ on July 1, 2020 $ 30,534,781 $ (30,040,000 ) $ 494,781 Warrants issued in connection with IRG debt settlement 5,196,116 (5,196,116 ) - November 18, 2020 capital raise, net of offering costs 22,945,410 (8,467,000 ) 14,478,410 December 4, 2020 capital raise, net of offering costs 3,283,089 (1,212,000 ) 2,071,089 Net loss (71,488,288 ) 25,803,116 (45,685,172 ) Consolidated Statement of Cash Flows for the Year Ended December 31, 2020 As Filed Restatement Restated Net loss $ (71,488,288 ) $ 25,803,116 $ (45,685,172 ) Change in fair value of warrant liability - (26,733,116 ) (26,733,116 ) Accounts payable and accrued expenses 28,334,412 930,000 29,264,412 Condensed Consolidated Balance Sheet as of September 30, 2020 (unaudited) As Filed Restatement Restated Warrant liability $ - $ 4,530,000 $ 4,530,000 Total liabilities 130,780,485 4,530,000 135,310,485 Additional paid-in capital 168,134,414 (30,040,000 ) 138,094,414 (Accumulated deficit) retained earnings (18,089,195 ) 25,510,000 7,420,805 Total equity attributable to HOFRE 150,048,494 (4,530,000 ) 145,518,494 Total equity 150,012,494 (4,530,000 ) 145,482,494 Condensed Consolidated Statement of Operations for the Three Months Ended September 30, 2020 (unaudited) As Filed Restatement Restated Change in fair value of warrant liability $ - $ 25,510,000 $ 25,510,000 Total other (expense) income (23,674,129 ) 25,510,000 1,835,871 Net loss before income taxes (33,936,903 ) 25,510,000 (8,426,903 ) Net loss (33,936,903 ) 25,510,000 (8,426,903 ) Net loss attributable to HOFRE stockholders (33,900,903 ) 25,510,000 (8,390,903 ) Net loss per share – basic and diluted $ (1.04 ) $ 0.78 $ (0.26 ) Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2020 (unaudited) As Filed Restatement Restated Change in fair value of warrant liability $ - $ 25,510,000 $ 25,510,000 Total other expense (34,561,670 ) 25,510,000 (9,051,670 ) Net loss before income taxes (56,772,990 ) 25,510,000 (31,262,990 ) Net loss (56,772,990 ) 25,510,000 (31,262,990 ) Net loss attributable to HOFRE stockholders (56,736,990 ) 25,510,000 (31,226,990 ) Net loss per share – basic and diluted $ (3.90 ) $ 1.75 $ (2.15 ) Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2020 (unaudited) As Filed Restatement Restated Business combination with GPAQ on July 1, 2020 $ 30,534,781 $ (30,040,000 ) $ 494,781 Net loss – three months ended September 30, 2020 (33,936,903 ) 25,510,000 (8,426,903 ) Condensed Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2020 (unaudited) As Filed Restatement Restated Net loss $ (56,772,990 ) $ 25,510,000 $ (31,262,990 ) Change in fair value of warrant liability - (25,510,000 ) (25,510,000 ) |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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. | Basis of Presentation The accompanying consolidated financial statements of the Company for the years ended December 31, 2020 and 2019 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”). |
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. | Consolidation The 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 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. | 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) 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. | Use of Estimates The preparation of the 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. | 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 December 31, 2020, 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. On January 18, 2019, management determined that previously capitalized costs for the development of a hotel should be written off because plans for this particular hotel and site location have been abandoned and will not benefit the current plans for another hotel elsewhere on the site. Management reviewed its capitalized costs and identified the costs that had no future benefit. The Company recorded a $12,194,783 charge as a loss on abandonment of project development costs within the accompanying statement of operations. |
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 - | Net Loss Per Common Share (Restated) 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 December 31, 2020 and 2019, the following outstanding common stock equivalents have been excluded from the calculation of net loss per share because their impact would be anti-dilutive. For the year For the year Warrants to purchase shares of common stock 55,303,832 - Restricted stock awards to purchase shares of common stock 715,929 - Restricted stock units to purchase shares of common stock 1,672,177 - Total potentially dilutive securities 57,691,938 - |
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. | 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 and events. 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. | Advertising The Company expenses all advertising and marketing costs as they are incurred. Total advertising and marketing costs for the years ended December 31, 2020 and 2019 were $484,978 and $383,104, respectively, which are recorded as property operating expenses on the Company’s consolidated statements of operations. The Company received a grant of $100,000 from Visit Canton on April 3, 2020, which grant is to be used to generate visitors to the Canton area through the Company’s events. This grant will be used to offset future marketing and tourism expenses. The grant is recorded in other liabilities on the Company’s balance sheet. |
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. | 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 are 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. As of December 31, 2020, the Company did not have any software development projects that had reached technological feasibility. |
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. | 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, 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 | Fair Value Measurement (Restated) 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 revenue and cost of revenue respectively 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 December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level December 31, Warrant liabilities – Public Warrants 1 $ 4,130,000 Warrant liabilities – Private Warrants 3 420,000 Warrant liabilities – November Warrants 3 9,781,000 Warrant liabilities – December Warrants 3 4,781,000 The Company had no assets or liabilities measured at fair value at December 31, 2019. 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 that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. Initial Measurement The Company established the initial fair value of its warrant liabilities at the respective dates of issuance. In the case of the Public Warrants, the Company valued the warrants using the quoted market price on the date of issuance. In the case of the Private Warrants, November Warrants and December Warrants, the Company used a Black Scholes valuation model in order to determine their value. The key inputs into the Black Scholes valuation model for the initial valuations are below: Private Warrants November Warrants December Warrants July 1, November 18, December 29, Term (years) 5.0 5.0 5.0 Stock price $ 8.44 $ 1.22 $ 1.29 Exercise price $ 11.50 $ 1.40 $ 1.40 Dividend yield 0.0 % 0.0 % 0.0 % Expected volatility 13.3 % 49.4 % 49.5 % Risk free interest rate 0.3 % 0.4 % 0.4 % Number of shares 1,480,000 20,535,713 10,036,925 Value (per share) $ 1.74 $ 0.52 $ 0.52 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 January 1, 2020 $ - $ - $ - $ - $ - Initial measurement 27,460,000 2,580,000 10,609,000 5,196,116 45,845,116 Change in fair value (23,330,000 ) (2,160,000 ) (828,000 ) (415,116 ) (26,733,116 ) Fair value as of December 31, 2020 $ 4,130,000 $ 420,000 $ 9,781,000 $ 4,781,000 $ 19,112,000 The key inputs into the Black Scholes valuation model for the Level 3 valuations as of December 31, 2020 are below: Private Warrants November Warrants December Warrants Term (years) 4.5 4.9 5.0 Stock price $ 1.23 $ 1.23 $ 1.23 Exercise price $ 11.50 $ 1.40 $ 1.40 Dividend yield 0.0 % 0.0 % 0.0 % Expected volatility 70.7 % 49.5 % 49.5 % Risk free interest rate 0.3 % 0.3 % 0.3 % Number of shares 1,480,000 20,535,713 10,036,925 Value (per share) $ 0.28 $ 0.48 $ 0.48 |
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, “ Intangibles – 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 | 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 consolidated financial statements. In August 2018, FASB issued ASU 2018-15, “ Intangibles – 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 In December 2019, the FASB issued ASU 2019-12, Income Taxes (“Topic 740”) In January 2020, the FASB issued ASU No. 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint-Ventures (Topic 323), and Derivatives and Hedging (Topic 815) 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 |
Subsequent Events | Subsequent Events Subsequent events have been evaluated through June 21, 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. | Subsequent Events Subsequent events have been evaluated through March 10, 2021, the date the consolidated financial statements were issued. Other than what has been disclosed in the consolidated financial statements in Note 14, no other events have been identified requiring disclosure or recording. |
Restatement of Previously Issued Financial Statements | Restatement of Previously Issued Financial Statements The Company has restated its consolidated financial statements as of and for the year ended December 31, 2020, as well as the unaudited condensed consolidated financial statements for the three and nine month periods ended September 30, 2020 and 2019, to correct misstatements in those prior periods primarily related to misstatements identified in improperly applying accounting guidance on certain warrants, recognizing them as equity instead of a warrant liability, under the guidance of Accounting Standards Codification (“ASC”) 815-40, Contracts in Entity’s Own Equity. See Note 15, Restatement of Previously Issued Financial Statements | |
Cash and Restricted Cash | Cash and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less when purchased, to be cash equivalents. There were no cash equivalents at December 31, 2020 and 2019, respectively. The Company maintains its cash and escrow accounts at national financial institutions. The balances, at times, may exceed federally insured limits. Restricted cash includes escrow reserve accounts for capital improvements and debt service as required under certain of the Company’s debt agreements. The balances at December 31, 2020 and 2019 were $32,907,800 and $5,796,398, respectively. | |
Accounts Receivable | Accounts Receivable Accounts receivable are generally amounts due under sponsorship and other agreements. Accounts receivable are reviewed for delinquencies on a case by case basis and are considered delinquent when the sponsor or debtor has missed a scheduled payment. Interest is not charged on delinquencies. The carrying amount of accounts receivable is reduced by an allowance that reflects management’s best estimate of the amounts that will not be collected. Management individually reviews all delinquent accounts receivable balances and based on an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected. At December 31, 2020 and 2019, the Company had an allowance for doubtful accounts of $0 and $1,306,047, respectively, which related to the Company’s receivable from Youth Sports Management, LLC (“Youth Sports”). See Note 7 for additional information on Youth Sports. | |
Deferred Financing Costs | Deferred Financing Costs Costs incurred in obtaining financing are capitalized and amortized to additions in project development costs during the construction period over the term of the related loans, without regard for any extension options until the project or portion thereof is considered substantially complete. Upon substantial completion of the project or portion thereof, such costs are amortized as interest expense over the term of the related loan. Any unamortized costs are shown as an offset to Notes Payable on the accompanying consolidated balance sheet. | |
Investment in Joint Venture | Investment in Joint Venture The Company previously used the equity method to record the activities of its 50% owned joint venture in Youth Sports. The equity method of accounting required that the Company recognize its initial capital investment at cost and subsequently, its share of the earnings or losses in the joint venture. The joint venture agreement was structured whereby the Company was not at risk for losses above its original capital investment. Therefore, the Company did not record a deficit that would have resulted in the equity being negative from the investment in joint venture. The maximum exposure to loss represented the potential loss of assets which may have been recognized by the Company relating to its investment in the joint venture. On May 29, 2020, the Company acquired the remaining 50% in Youth Sports for the accounts receivable amounts due from them, which was fully reserved as of the date of the transaction. The results of this non-cash transaction increased the Company’s interest to 100%. Upon acquisition, the Company consolidated the Youth Sports joint venture, an inactive voting interest entity. The Company accounted for the transaction as an asset acquisition under a cost accumulation model, and no gain on the change of control of interest was recognized in the consolidation, resulting in no consolidated assets or liabilities. | |
Income Taxes | Income Taxes The Company utilizes an asset and liability approach for financial accounting and reporting for income taxes. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2020 and 2019, no liability for unrecognized tax benefits was required to be reported. The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of general and administrative expense. There were no amounts accrued for penalties and interest for the years ended December 31, 2020 and 2019. The Company does not expect its uncertain tax position to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. The Company’s effective tax rates of zero differ from the statutory rate for the years presented primarily due to the Company’s net operating loss, which was fully reserved for all years presented. The Company has identified its United States tax return and its state tax return in Ohio as its “major” tax jurisdictions, and such returns for the years 2016 through 2019 remain subject to examination. | |
Warrant Liabilities (Restated) | Warrant Liabilities The Company accounts for warrants to purchase shares of the Company’s common stock that are not indexed to its own stock as liabilities at fair value on the balance sheet in accordance with ASC 815, “Derivatives and Hedging”. The 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 the common stock warrants. At that time, the portion of the warrant liability related to the common stock warrants will be reclassified to additional paid-in capital. | |
Ground Rent Expense | Ground Rent Expense Ground rent expense is recognized on a straight-line basis over the life of the related operating lease. | |
Stock–Based Compensation | Stock–Based Compensation The Company recognizes compensation expense for all equity-based payments in accordance with ASC 718 “ Compensation – Stock Compensation Restricted stock units are granted at the discretion of the Compensation Committee of the Company’s board of directors (the “Board of Directors”). These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods, typically over a 12 to 36-month period. | |
Segments | Segments The Company has evaluated its business to determine whether it has multiple operating segments. The Company has concluded that, as of December 31, 2020, it only has one operating segment, given that its chief operating decision maker reviews the Company’s results solely on a consolidated basis. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | 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 - | For the year For the year Warrants to purchase shares of common stock 55,303,832 - Restricted stock awards to purchase shares of common stock 715,929 - Restricted stock units to purchase shares of common stock 1,672,177 - Total potentially dilutive securities 57,691,938 - |
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | Level March 31, 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 | Level December 31, Warrant liabilities – Public Warrants 1 $ 4,130,000 Warrant liabilities – Private Warrants 3 420,000 Warrant liabilities – November Warrants 3 9,781,000 Warrant liabilities – December Warrants 3 4,781,000 |
Schedule of Changes in Fair Value of Plan Assets [Table Text Block] | 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 | Public Warrants Private Warrants November Warrants December Warrants Total Warrant Liability Fair value as of January 1, 2020 $ - $ - $ - $ - $ - Initial measurement 27,460,000 2,580,000 10,609,000 5,196,116 45,845,116 Change in fair value (23,330,000 ) (2,160,000 ) (828,000 ) (415,116 ) (26,733,116 ) Fair value as of December 31, 2020 $ 4,130,000 $ 420,000 $ 9,781,000 $ 4,781,000 $ 19,112,000 |
Fair Value, Concentration of Risk [Table Text Block] | 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 | Private Warrants November Warrants December Warrants July 1, November 18, December 29, Term (years) 5.0 5.0 5.0 Stock price $ 8.44 $ 1.22 $ 1.29 Exercise price $ 11.50 $ 1.40 $ 1.40 Dividend yield 0.0 % 0.0 % 0.0 % Expected volatility 13.3 % 49.4 % 49.5 % Risk free interest rate 0.3 % 0.4 % 0.4 % Number of shares 1,480,000 20,535,713 10,036,925 Value (per share) $ 1.74 $ 0.52 $ 0.52 |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | Private Warrants November Warrants December Warrants Term (years) 4.5 4.9 5.0 Stock price $ 1.23 $ 1.23 $ 1.23 Exercise price $ 11.50 $ 1.40 $ 1.40 Dividend yield 0.0 % 0.0 % 0.0 % Expected volatility 70.7 % 49.5 % 49.5 % Risk free interest rate 0.3 % 0.3 % 0.3 % Number of shares 1,480,000 20,535,713 10,036,925 Value (per share) $ 0.28 $ 0.48 $ 0.48 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Property, Plant and Equipment [Table Text Block] | Useful Life March 31, December 31, 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 | Useful Life December 31, December 31, Land $ 535,954 $ 278,556 Land improvements 25 years 31,078,211 31,078,211 Building and improvements 15 to 39 years 158,020,145 128,599,831 Equipment 5 to 10 years 2,165,882 1,313,488 Property and equipment, gross 191,800,192 161,270,086 Less: accumulated depreciation (37,444,429 ) (26,359,199 ) Property and equipment, net $ 154,355,763 $ 134,910,887 Project development costs $ 107,969,139 $ 88,587,699 |
Notes Payable, net (Tables)
Notes Payable, net (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Notes Payable Net [Abstract] | ||
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | 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 | Gross Discount Net TIF loan $ 9,654,000 $ (1,666,725 ) $ 7,987,275 Syndicated unsecured term loan 170,090 - 170,090 Preferred equity loan 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 Gross Discount Net Bridge loan $ 65,000,000 $ (361,655 ) $ 64,638,345 TIF loan 9,847,000 (1,721,761 ) 8,125,239 Syndicated unsecured term loan 6,803,530 (2,838,067 ) 3,965,463 Preferred equity loan 99,603,847 (53,365,911 ) 46,237,936 Land loan with affiliate 1,273,888 - 1,273,888 Naming rights securitization loan 9,235,845 (566,096 ) 8,669,749 McKinley Grand Mortgage 1,900,000 (51,787 ) 1,848,213 CH capital lending 1,807,339 - 1,807,339 Convertible notes 17,310,252 (471,965 ) 16,838,287 IRG November Note 11,585,792 (67,537 ) 11,518,255 Total $ 224,367,493 $ (59,444,779 ) $ 164,922,714 |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | March 31, December 31, 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 | December 31, December 31, Bridge loan $ - $ 2,084,711 Preferred equity loan 27,125 717,286 Land loan with affiliate - 101,662 Constellation EME 248,832 - Paycheck protection plan loan 2,706 - Naming rights securitization loan - 30,786 City of Canton Loan 4,472 - Mortgage McKinley Grand - 41,821 JKP Capital Note 416,836 - Convertible notes - 269,271 MKG Doubletree loan 67,716 - Canton Cooperative Agreement 20,593 - Aquarian Mortgage Loan 333,333 - Total $ 1,121,613 $ 3,245,537 |
Schedule of accounts payable and accrued expenses and other liabilities | March 31, December 31, Accounts payable and accrued expenses $ 841,524 $ 1,094,488 Other liabilities 27,125 27,125 $ 868,649 $ 1,121,613 | December 31, December 31, Accounts payable and accrued expenses $ 1,094,488 $ 2,528,251 Other liabilities 27,125 717,286 $ 1,121,613 $ 3,245,537 |
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 | For the year ended December 31, Amount 2021 $ 54,058,060 2022 21,044,819 2023 455,000 2024 3,521,989 2025 24,071,671 Thereafter 13,806,000 Total Gross Principal Payments $ 116,957,539 Less: Discount (18,058,172 ) Total Net Principal Payments $ 98,899,367 |
Schedule of company valued the warrants assumptions | Warrants Stock Price $ 1.29 Exercise Price $ 1.40 Dividend Yield N/A Expected Volatility 49.45 % Risk-Free Interest Rate 0.37 % Number of Shares 10,036,925 Value (USD) $ 5,196,116 Term (in years) 5.00 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | ||
Share-based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block] | Number of Weighted Non–vested at January 1, 2021 477,286 $ 9.30 Granted - Vested - Non–vested at March 31, 2021 477,286 $ 9.30 | Number of Weighted Non–vested at January 1, 2020 - $ - Granted 715,929 $ 9.30 Vested (238,643 ) $ 9.30 Non–vested at December 31, 2020 477,286 $ 9.30 |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | 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 | Number of Weighted Non–vested at January 1, 2020 - $ - Granted 1,676,447 $ 2.52 Vested (176,514 ) $ 2.80 Forfeited - - Non–vested at December 31, 2020 1,499,933 $ 2.49 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | 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 | Number of Weighted Weighted Intrinsic Outstanding - January 1, 2020 - $ - Issued in connection with Business Combination 24,731,194 $ 11.50 4.50 Issued in connection with November 2020 Public Offering 17,857,142 $ 1.40 4.88 Issued in connection with November 2020 overallotment 2,678,571 $ 1.40 4.88 Issued in connection with IRG November Note Conversion 10,036,925 $ 1.40 4.99 Outstanding – December 31, 2020 55,303,832 $ 5.92 4.73 $ - Exercisable – December 31, 2020 45,266,907 $ 6.92 4.67 $ - |
Sponsorship Revenue and Assoc_2
Sponsorship Revenue and Associated Commitments (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 | Unrestricted Activation Total 2021 $ 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 | 2021 $ 150,000 2022 150,000 2023 150,000 2024 150,000 2025 150,000 Thereafter 150,000 Total $ 900,000 |
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 | Unrestricted Activation Total 2021 $ 1,300,000 $ 187,193 $ 1,487,193 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 $ 11,662,807 $ 1,583,193 $ 13,246,000 |
Other Commitments (Tables)
Other Commitments (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Other Commitments [Table Text Block] | 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 | 2021 $ 321,900 2022 321,900 2023 321,900 2024 321,900 2025 321,900 Thereafter 41,320,800 Total $ 42,930,300 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 | December 31, December 31, Due to IRG Member $ 1,456,521 $ 6,257,840 Due to IRG Affiliate 140,180 145,445 Due to M. Klein - 500,000 Due to Related Party Advances - 5,800,000 Due to PFHOF 126,855 6,630,305 Total $ 1,723,556 $ 19,333,590 |
Other Liabilities [Table Text Block] | March 31, December 31, Activation fund reserves $ 4,231,326 $ 3,780,343 Deferred revenue 882,786 1,709,126 Total $ 5,114,112 $ 5,489,469 | December 31, December 31, Activation fund reserves $ 3,780,343 $ 2,876,149 Deferred revenue 1,709,126 90,841 Preferred stock dividend payable - 717,286 Total $ 5,489,469 $ 3,684,276 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Cash $ 31,034,781 Sponsor loan (500,000 ) Warrant liability (30,040,000 ) Net assets acquired $ 494,781 |
Income Tax (Restated) (Tables)
Income Tax (Restated) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | As of December 31, 2020 2019 U.S. federal tax loss carry–forward $ 4,143,828 $ - U.S. local tax loss carry–forward 389,717 - Equity based compensation – RSUs 416,157 Property and equipment (1,741,690 ) - Prepaid rent (1,040,888 ) - Total deferred tax assets 2,167,124 - Less: valuation allowance (2,167,124 ) - Net deferred tax asset $ — $ — |
Summary of Operating Loss Carryforwards [Table Text Block] | Amount Begins to U.S. federal net operating loss carry–forwards $ 19,732,513 Indefinite U.S. local net operating loss carry–forwards 19,732,513 Fiscal 2025 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | For the Years Ended 2020 2019 (Restated) Expected Federal Tax (21.0 )% - % Local Tax (Net of Federal Tax Benefits) (2.0 ) - Business Combination Expenses 22.0 - Change in FV of warrant liability (27.1 ) Note Extinguishment 4.3 - Deferred Tax Liabilities Resulting from Business Combination 13.2 - Other permanent differences 1.0 Change in valuation allowance 9.6 - Effective rate of income tax - % - % |
Restatement of Previously Iss_2
Restatement of Previously Issued Audit and Unaudited Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Audit And Unaudited Financial Statements [Abstract] | |
Schedule of consolidated balance sheet | As Filed Restatement Restated Warrant liability $ - $ 19,112,000 $ 19,112,000 Total liabilities 126,650,582 19,112,000 145,762,582 Additional paid-in capital 217,027,804 (44,915,116 ) 172,112,688 Accumulated deficit (32,643,987 ) 25,803,116 (6,840,871 ) Total equity attributable to HOFRE 184,390,227 (19,112,000 ) 165,278,227 Total equity 184,193,721 (19,112,000 ) 165,081,721 As Filed Restatement Restated Warrant liability $ - $ 4,530,000 $ 4,530,000 Total liabilities 130,780,485 4,530,000 135,310,485 Additional paid-in capital 168,134,414 (30,040,000 ) 138,094,414 (Accumulated deficit) retained earnings (18,089,195 ) 25,510,000 7,420,805 Total equity attributable to HOFRE 150,048,494 (4,530,000 ) 145,518,494 Total equity 150,012,494 (4,530,000 ) 145,482,494 |
Schedule of consolidated statement of operations | As Filed Restatement Restated Property operating expenses $ 25,701,821 $ 930,000 $ 26,631,821 Total operating expenses 38,878,610 930,000 39,808,610 Loss from operations (31,779,456 ) 930,000 (32,709,456 ) Change in fair value of warrant liability - 26,733,116 26,733,116 Total other expense (39,708,832 ) 26,733,116 (12,975,716 ) Net loss before income taxes (71,488,288 ) 25,803,116 (45,685,172 ) Net loss (71,488,288 ) 25,803,116 (45,685,172 ) Net loss attributable to HOFRE stockholders (71,291,782 ) 25,803,116 (45,488,666 ) Net loss per share – basic and diluted $ (2.68 ) $ 0.97 $ (1.71 ) As Filed Restatement Restated Change in fair value of warrant liability $ - $ 25,510,000 $ 25,510,000 Total other (expense) income (23,674,129 ) 25,510,000 1,835,871 Net loss before income taxes (33,936,903 ) 25,510,000 (8,426,903 ) Net loss (33,936,903 ) 25,510,000 (8,426,903 ) Net loss attributable to HOFRE stockholders (33,900,903 ) 25,510,000 (8,390,903 ) Net loss per share – basic and diluted $ (1.04 ) $ 0.78 $ (0.26 ) As Filed Restatement Restated Change in fair value of warrant liability $ - $ 25,510,000 $ 25,510,000 Total other expense (34,561,670 ) 25,510,000 (9,051,670 ) Net loss before income taxes (56,772,990 ) 25,510,000 (31,262,990 ) Net loss (56,772,990 ) 25,510,000 (31,262,990 ) Net loss attributable to HOFRE stockholders (56,736,990 ) 25,510,000 (31,226,990 ) Net loss per share – basic and diluted $ (3.90 ) $ 1.75 $ (2.15 ) |
Schedule of condensed consolidated statement of changes in stockholders’ equity | As Filed Restatement Restated Business combination with GPAQ on July 1, 2020 $ 30,534,781 $ (30,040,000 ) $ 494,781 Warrants issued in connection with IRG debt settlement 5,196,116 (5,196,116 ) - November 18, 2020 capital raise, net of offering costs 22,945,410 (8,467,000 ) 14,478,410 December 4, 2020 capital raise, net of offering costs 3,283,089 (1,212,000 ) 2,071,089 Net loss (71,488,288 ) 25,803,116 (45,685,172 ) As Filed Restatement Restated Business combination with GPAQ on July 1, 2020 $ 30,534,781 $ (30,040,000 ) $ 494,781 Net loss – three months ended September 30, 2020 (33,936,903 ) 25,510,000 (8,426,903 ) |
Schedule of consolidated statement of Cash Flows | As Filed Restatement Restated Net loss $ (71,488,288 ) $ 25,803,116 $ (45,685,172 ) Change in fair value of warrant liability - (26,733,116 ) (26,733,116 ) Accounts payable and accrued expenses 28,334,412 930,000 29,264,412 |
Condensed Financial Statements [Table Text Block] | As Filed Restatement Restated Net loss $ (56,772,990 ) $ 25,510,000 $ (31,262,990 ) Change in fair value of warrant liability - (25,510,000 ) (25,510,000 ) |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jan. 28, 2021 | Dec. 29, 2020 | Feb. 29, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
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). | 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). | |||||
Cash and cash equivalents | $ 50,320,435 | $ 7,145,661 | $ 911,015 | $ 2,818,194 | |||
Restricted cash | $ 18,228,113 | $ 32,907,800 | $ 13,218,879 | $ 5,796,398 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Purchase price | $ 15,239,653 | ||||||
Received from issuance of shares of common stock | $ 23,426,161 | ||||||
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 | ||||||
IRG, LLC [Member] | Subsequent Event [Member] | |||||||
Organization and Nature of Business (Details) [Line Items] | |||||||
Purchase price | $ 15,000,000 | ||||||
Liquidity [Member] | |||||||
Organization and Nature of Business (Details) [Line Items] | |||||||
Cash and cash equivalents | $ 50,000,000 | 7,000,000 | |||||
Restricted cash | $ 18,000,000 | $ 33,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | May 29, 2020 | Jan. 19, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 03, 2020 |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Advertising and marketing costs | $ 275,858 | $ 217,687 | $ 484,978 | $ 383,104 | |||
Loss on abandonment of project development costs | 12,194,783 | ||||||
Restricted cash | $ 18,228,113 | $ 13,218,879 | $ 32,907,800 | 5,796,398 | |||
Grant received | $ 100,000 | ||||||
Mountaineer GM, LLC [Member] | |||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Ownership percentage | 60.00% | 60.00% | |||||
Purchase price | $ 100 | $ 100 | |||||
Youth Sports Management, LLc [Member] | |||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Ownership percentage | 50.00% | ||||||
Project Development [Member] | |||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Loss on abandonment of project development costs | $ 12,194,783 | ||||||
Minimum [Member] | |||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Restricted stock awards vesting period | 12 months | ||||||
Maximum [Member] | |||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Restricted stock awards vesting period | 36 months | ||||||
Youth Sports Management, LLc [Member] | |||||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||||
Allowance for doubtful accounts | $ 0 | $ 1,306,047 | |||||
Ownership acquired, description | the Company acquired the remaining 50% in Youth Sports for the accounts receivable amounts due from them, which was fully reserved as of the date of the transaction. The results of this non-cash transaction increased the Company’s interest to 100%. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of calculation of net loss per share - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive securities | 42,947,161 | 57,691,938 | ||
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 | 55,303,832 | ||
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 | 715,929 | ||
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 | 1,672,177 |
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 - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
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 | $ 4,130,000 |
Warrant liabilities – Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 2,500,000 | 420,000 |
Warrant liabilities – November Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 17,252,000 | 9,781,000 |
Warrant liabilities – December Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 38,286,000 | $ 4,781,000 |
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 | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property and Equipment (Details) [Line Items] | ||||
Depreciation expense | $ 2,920,937 | $ 2,722,120 | $ 11,085,230 | $ 10,915,839 |
Capitalized project development costs | $ 8,218,308 | $ 7,360,832 | $ 19,381,440 | 7,403,848 |
Abandonment of project development costs | 12,194,783 | |||
McKinley Grand hotel property for a purchase price | 3,800,000 | |||
Land [Member] | ||||
Property and Equipment (Details) [Line Items] | ||||
Fair value of assets acquired | 241,100 | |||
Building [Member] | ||||
Property and Equipment (Details) [Line Items] | ||||
Fair value of assets acquired | $ 3,558,900 |
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 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 193,812,887 | $ 191,800,192 | $ 161,270,086 |
Less: accumulated depreciation | (40,365,366) | (37,444,429) | (26,359,199) |
Property and equipment, net | 153,447,521 | 154,355,763 | 134,910,887 |
Project development costs | 116,017,357 | 107,969,139 | 88,587,699 |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 2,300,564 | $ 535,954 | 278,556 |
Land improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Useful Life | 25 years | 25 years | |
Property and equipment, gross | $ 31,078,211 | $ 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 | 128,599,831 |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 2,520,532 | $ 2,165,882 | $ 1,313,488 |
Minimum [Member] | Building and improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Useful Life | 15 years | 15 years | |
Minimum [Member] | Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Useful Life | 5 years | 5 years | |
Maximum [Member] | Building and improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Useful Life | 39 years | 39 years | |
Maximum [Member] | Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Useful Life | 10 years | 10 years |
Notes Payable, net (Details)
Notes Payable, net (Details) - USD ($) | Sep. 14, 2020 | Sep. 01, 2020 | Jul. 02, 2020 | Jul. 01, 2020 | Feb. 07, 2020 | Dec. 11, 2018 | Oct. 15, 2017 | Jul. 10, 2017 | Feb. 01, 2021 | Dec. 29, 2020 | Oct. 31, 2020 | Jul. 28, 2020 | Jun. 30, 2020 | Jun. 22, 2020 | Dec. 30, 2019 | Oct. 22, 2019 | Dec. 24, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 30, 2019 | Dec. 01, 2020 | Nov. 30, 2020 | Jun. 24, 2020 | Apr. 22, 2020 | Nov. 09, 2017 |
Notes Payable, net (Details) [Line Items] | |||||||||||||||||||||||||||
Amortization of note discounts | $ 1,234,114 | $ 3,234,413 | $ 10,570,974 | $ 13,274,793 | |||||||||||||||||||||||
Paid-in-kind interest | 380,860 | $ 552,903 | 4,066,691 | 5,722,638 | |||||||||||||||||||||||
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. There are also Note Redemption Warrants that may be issued pursuant to the Note Purchase Agreement 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. | 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. | |||||||||||||||||||||||||
Description of notes payable | The maturity date on the remaining balance had been extended one month to November 30, 2020. During the fourth quarter of 2020, the Company paid off the remaining $34,500,000 outstanding balance owed previously using a portion of the proceeds from the November 2020 Public Offering and the Aquarian Mortgage Loan. | ||||||||||||||||||||||||||
Proceeds from business combination | $ 34,500,000 | ||||||||||||||||||||||||||
Company debt amount | 102,431,787 | 98,899,367 | |||||||||||||||||||||||||
Accrued interest amount | $ 24,470,142 | ||||||||||||||||||||||||||
Due to related party | 1,922,868 | 1,723,556 | 19,333,590 | ||||||||||||||||||||||||
Unamortized deferred financing cost, net of discount | 96,076,120 | ||||||||||||||||||||||||||
Interest amount | 256,441 | 353,530 | |||||||||||||||||||||||||
Loss on extinguishment of debt | (4,282,220) | ||||||||||||||||||||||||||
Borrowing amount | 3,500,000 | ||||||||||||||||||||||||||
Borrowing amount | $ 2,999,989 | ||||||||||||||||||||||||||
Notes payable amount | $ 102,431,787 | 98,899,367 | $ 164,922,714 | ||||||||||||||||||||||||
Notes redeemed, description | Notes redeemed between December 24, 2023 and December 24, 2024 would have been redeemed at 105% of face value. Convertible Notes redeemed after December 24, 2024 would have been redeemed at 102.5% of face value. | ||||||||||||||||||||||||||
PIK interest amount | $ 1,076,378 | ||||||||||||||||||||||||||
Sale of shares (in Shares) | 10,813,774 | ||||||||||||||||||||||||||
Par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||
Warrant purchase (in Shares) | 10,036,925 | 2,678,571 | |||||||||||||||||||||||||
Common stock purchase price | $ 15,239,653 | ||||||||||||||||||||||||||
Exinguishment debt | $ 3,404,244 | ||||||||||||||||||||||||||
Redeemable preferred stock description | the Company issued to American Capital Center, LLC (the “Preferred Investor”) an aggregate of 1,800 shares of 7.00% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”) at $1,000 per share for an aggregate purchase price of $1,800,000. The Company paid the Preferred Investor an origination fee of 2%. The issuance and sale of the Series A Preferred Stock to the Preferred Investor was exempt from registration pursuant to Section 4(a)(2) of the Securities Act. HOFRE used half of the proceeds from the sale of the Series A Preferred Stock to pay down outstanding amounts under its Bridge Loan. | ||||||||||||||||||||||||||
Paycheck protection plan 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. | ||||||||||||||||||||||||||
Notes payable amount | $ 390,400 | ||||||||||||||||||||||||||
Syndicated Unsecured Term Loan and Preferred Equity Loan [Member] | |||||||||||||||||||||||||||
Notes Payable, net (Details) [Line Items] | |||||||||||||||||||||||||||
Interest rate | 12.00% | 1.00% | |||||||||||||||||||||||||
Maturity date, description | The maturity date is February 26, 2021, and the Syndicated Unsecured Term Loan accrues interest at a rate of 12% per annum. | ||||||||||||||||||||||||||
Company debt amount | 106,450,000 | ||||||||||||||||||||||||||
Due to related party | 336,579 | ||||||||||||||||||||||||||
Face amount | 95,500,000 | ||||||||||||||||||||||||||
Loan outstanding amount converted into common stock | $ 170,089 | ||||||||||||||||||||||||||
Loan outstanding amount converted into common stock (in Shares) | 13,762,039 | ||||||||||||||||||||||||||
Syndicated Unsecured Term Loan and Preferred Equity Loan [Member] | IRG [Member] | |||||||||||||||||||||||||||
Notes Payable, net (Details) [Line Items] | |||||||||||||||||||||||||||
Unsecured promissory note | $ 150,000,000 | ||||||||||||||||||||||||||
Syndicated Unsecured Term Loan and Preferred Equity Loan [Member] | Subordinated debt agreement [Member] | |||||||||||||||||||||||||||
Notes Payable, net (Details) [Line Items] | |||||||||||||||||||||||||||
Face amount | $ 6,450,000 | ||||||||||||||||||||||||||
Convertible PIPE Notes [Member] | |||||||||||||||||||||||||||
Notes Payable, net (Details) [Line Items] | |||||||||||||||||||||||||||
Amortization of note discounts | $ 446,644 | 268,758 | |||||||||||||||||||||||||
Principal amount | $ 20,721,293 | $ 20,721,293 | |||||||||||||||||||||||||
Notes payable due percentage | 8.00% | 8.00% | |||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 11.50 | $ 11.50 | |||||||||||||||||||||||||
Amount of beneficial conversion feature | $ 14,166,339 | ||||||||||||||||||||||||||
Interest amount | 875,129 | $ 1,180,252 | |||||||||||||||||||||||||
Notes payable amount | $ 8,322,468 | ||||||||||||||||||||||||||
Convertible PIPE notes. description | exchanged $9.0 million of the amount outstanding under the IRG November Note for PIPE Notes in the principal amount of $9.0 million. Gordon Pointe Management, LLC exchanged $500,000 of the principal component of the indebtedness owed to such Purchaser by GPAQ under loan agreements and related promissory notes for PIPE Notes in the principal amount of $500,000. Seven other Purchasers exchanged a total of $4,221,293 in GPAQ founder notes held by such Purchasers for PIPE Notes in the aggregate principal amount of $4,221,293. Consequently, the Company received cash proceeds from the issuance and sale of the PIPE Notes of approximately $7 million. | ||||||||||||||||||||||||||
Constellation EME [Member] | |||||||||||||||||||||||||||
Notes Payable, net (Details) [Line Items] | |||||||||||||||||||||||||||
Interest rate | 6.05% | ||||||||||||||||||||||||||
Mortgage loan | $ 5,100,000 | ||||||||||||||||||||||||||
Maturity date, description | The maturity date is December 31, 2022 and payments are due in 29 monthly installments totaling $11,075,000, with an effective interest rate of 6.1%. | ||||||||||||||||||||||||||
Borrowing amount | $ 9,900,000 | ||||||||||||||||||||||||||
Notes payable amount | $ 8,944,408 | $ 9,900,000 | |||||||||||||||||||||||||
Monthly installment, description | Beginning in August 2020 through December 2020, the monthly installment amount is $55,000, which increases in January 2021 to $450,000 through December 2022. | ||||||||||||||||||||||||||
Debt instrument csutodial amount | $ 5,318,820 | ||||||||||||||||||||||||||
TIF loan [Member] | |||||||||||||||||||||||||||
Notes Payable, net (Details) [Line Items] | |||||||||||||||||||||||||||
Interest rate | 5.20% | ||||||||||||||||||||||||||
Principal amount | $ 10,030,000 | ||||||||||||||||||||||||||
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%. | The term of the TIF requires the Company to make installment payments through July 31, 2048. The current imputed interest rate is 5.2%, which runs through July 31, 2028. The imputed interest rate then increases to 6.6% through July 31, 2038 and finally increases to 7.7% through the remainder of the TIF. | |||||||||||||||||||||||||
Principal amount | $ 193,000 | 183,000 | |||||||||||||||||||||||||
Notes payable amount | $ 8,000,863 | $ 7,987,275 | 8,125,239 | ||||||||||||||||||||||||
Bridge Loan [Member] | |||||||||||||||||||||||||||
Notes Payable, net (Details) [Line Items] | |||||||||||||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||||||||||||
Loans assumed | $ 65,000,000 | ||||||||||||||||||||||||||
Proceeds from business combination | $ 15,500,000 | ||||||||||||||||||||||||||
Additional conversion amount | 15,000,000 | ||||||||||||||||||||||||||
Land loan with affiliate [Member] | |||||||||||||||||||||||||||
Notes Payable, net (Details) [Line Items] | |||||||||||||||||||||||||||
Accrued interest amount | 50,158 | ||||||||||||||||||||||||||
Face amount | $ 1,273,888 | ||||||||||||||||||||||||||
Promissory notes | $ 1,273,888 | ||||||||||||||||||||||||||
Interest rate | 1.22% | ||||||||||||||||||||||||||
Increased interest rate | 5.00% | ||||||||||||||||||||||||||
Shares exchange (in Shares) | 580,000 | 7,750,000 | |||||||||||||||||||||||||
Other amounts due | $ 4,266,793 | ||||||||||||||||||||||||||
Loss on extinguishment of debt | 209,160 | ||||||||||||||||||||||||||
Notes payable amount | 1,273,888 | ||||||||||||||||||||||||||
Naming Rights Securitization Loan [Member] | |||||||||||||||||||||||||||
Notes Payable, net (Details) [Line Items] | |||||||||||||||||||||||||||
Secured loan | $ 22,800,000 | ||||||||||||||||||||||||||
Interest rate per annum | 4.00% | ||||||||||||||||||||||||||
Notes payable amount | $ 1,707,797 | 8,669,749 | |||||||||||||||||||||||||
City of Canton Loan [Member] | |||||||||||||||||||||||||||
Notes Payable, net (Details) [Line Items] | |||||||||||||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||||||||||||
Description of notes payable | The loan accrues interest at a rate of one-half percent (0.5%) per annum. Upon an event of default, the interest rate will increase to five percent (5%) per annum on the outstanding balance at the time of default. | ||||||||||||||||||||||||||
Borrowing amount | $ 3,500,000 | $ 3,500,000 | |||||||||||||||||||||||||
Notes payable amount | $ 3,492,608 | 3,492,319 | |||||||||||||||||||||||||
New Market/SCF [Member] | |||||||||||||||||||||||||||
Notes Payable, net (Details) [Line Items] | |||||||||||||||||||||||||||
Interest rate | 4.00% | 4.00% | 4.00% | ||||||||||||||||||||||||
Increased interest rate | 5.00% | ||||||||||||||||||||||||||
Borrowing amount | $ 3,000,000 | ||||||||||||||||||||||||||
Notes payable amount | $ 2,999,989 | $ 2,999,989 | |||||||||||||||||||||||||
McKinley Grand Mortgage [Member] | |||||||||||||||||||||||||||
Notes Payable, net (Details) [Line Items] | |||||||||||||||||||||||||||
Notes payable, description | The $1,900,000 note payable had a maturity date of October 22, 2021. Interest accrued at a rate equal to the greater of (i) 3.75% or (ii) the sum of the LIBOR rate plus 2.75%. The Company was required to make interest payments commencing on November 1, 2019, and on the first day of each successive month until the note was repaid. In September 2020, the Company paid off the full outstanding $1,900,000 principal and interest owed, using proceeds from the MKG Double Tree Loan (defined below). | ||||||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||||||
Maturity date, description | The maturity date of the CH Capital Note was April 30, 2020 and interest was payable quarterly. | ||||||||||||||||||||||||||
Purchase amount | $ 3,900,000 | ||||||||||||||||||||||||||
Notes payable amount | $ 1,848,213 | ||||||||||||||||||||||||||
Default loan amount | $ 1,807,339 | ||||||||||||||||||||||||||
Convertible Notes [Member] | |||||||||||||||||||||||||||
Notes Payable, net (Details) [Line Items] | |||||||||||||||||||||||||||
Interest rate | 10.00% | ||||||||||||||||||||||||||
Notes payable amount | 1,900,000 | ||||||||||||||||||||||||||
Notes Payable One [Member] | |||||||||||||||||||||||||||
Notes Payable, net (Details) [Line Items] | |||||||||||||||||||||||||||
Notes payable amount | $ 1,807,339 | ||||||||||||||||||||||||||
IRG November Note [Member] | |||||||||||||||||||||||||||
Notes Payable, net (Details) [Line Items] | |||||||||||||||||||||||||||
Interest rate | 12.00% | ||||||||||||||||||||||||||
Borrowing amount | $ 30,000,000 | ||||||||||||||||||||||||||
Notes payable amount | $ 11,518,255 | ||||||||||||||||||||||||||
Aggregate principal amount | 11,585,792 | ||||||||||||||||||||||||||
PIK interest amount | 1,858,744 | $ 85,009 | |||||||||||||||||||||||||
Outstanding balance amount. | $ 9,000,000 | ||||||||||||||||||||||||||
JKP Capital Loan [Member] | |||||||||||||||||||||||||||
Notes Payable, net (Details) [Line Items] | |||||||||||||||||||||||||||
Interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||
Face amount | $ 7,000,000 | ||||||||||||||||||||||||||
Notes payable amount | $ 6,940,284 | 6,939,944 | |||||||||||||||||||||||||
SCF Subordinate Note [Member] | |||||||||||||||||||||||||||
Notes Payable, net (Details) [Line Items] | |||||||||||||||||||||||||||
Interest rate per annum | 5.00% | ||||||||||||||||||||||||||
Borrowing amount | $ 1,000,000 | ||||||||||||||||||||||||||
MKG DoubleTree Loan [Member] | |||||||||||||||||||||||||||
Notes Payable, net (Details) [Line Items] | |||||||||||||||||||||||||||
Interest rate | 1.75% | 5.00% | |||||||||||||||||||||||||
Mortgage loan | $ 15,300,000 | ||||||||||||||||||||||||||
Notes payable amount | $ 14,945,796 | 14,856,565 | |||||||||||||||||||||||||
Decrease in prime commercial rate | 5.00% | ||||||||||||||||||||||||||
Bank account, description | A bank account has been created with Erie Bank and the balance must be maintained between $1 and $2 million within the account as collateral, which will promptly be refunded to the Company upon complete payment of the MKG DoubleTree Loan on the maturity date. The MKG DoubleTree Loan has certain financial covenants whereby the Company must maintain a minimum tangible net worth of $5,000,000 and minimum liquidity of not less than $2,000,000. These covenants are to be tested annually based upon the financial statements at the end of each fiscal year. | ||||||||||||||||||||||||||
Amount of restricted cash related to the erie construction loan | 199,645 | ||||||||||||||||||||||||||
Canton Cooperative Agreement [Member] | |||||||||||||||||||||||||||
Notes Payable, net (Details) [Line Items] | |||||||||||||||||||||||||||
Amortization of note discounts | $ 182,723 | ||||||||||||||||||||||||||
Interest rate | 3.85% | ||||||||||||||||||||||||||
Notes payable amount | $ 2,490,383 | 2,488,823 | |||||||||||||||||||||||||
Loan amount | $ 2,670,000 | ||||||||||||||||||||||||||
MKG PACE Bonds [Member] | |||||||||||||||||||||||||||
Notes Payable, net (Details) [Line Items] | |||||||||||||||||||||||||||
MKG PACE bonds, description | The special assessment payments will be made on January 31st and July 31st over the course of 17 years, commencing on January 31, 2022 with a maturity date of January 31, 2039. For the first eight years, each payment will consist of $188,188 and decrease to $161,567 in 2030. | ||||||||||||||||||||||||||
Aquarian Mortgage Loan [Member] | |||||||||||||||||||||||||||
Notes Payable, net (Details) [Line Items] | |||||||||||||||||||||||||||
Interest rate | 10.00% | 10.00% | |||||||||||||||||||||||||
Notes payable amount | $ 38,397,396 | $ 37,843,697 | |||||||||||||||||||||||||
Mortgage loan | $ 40,000,000 | ||||||||||||||||||||||||||
Series A Cumulative Redeemable Preferred Stock [Member] | |||||||||||||||||||||||||||
Notes Payable, net (Details) [Line Items] | |||||||||||||||||||||||||||
Preferred stock outstanding (in Shares) | 1,800 | 1,800 | |||||||||||||||||||||||||
Preferred Stock dividend rate | 7.00% | 7.00% | |||||||||||||||||||||||||
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 | Dec. 01, 2020 | Sep. 14, 2020 | Jun. 24, 2020 | Dec. 31, 2019 | Dec. 30, 2019 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Gross | $ 119,270,845 | $ 116,957,539 | $ 224,367,493 | ||||
Discount | (16,839,058) | (18,058,172) | (59,444,779) | ||||
Net | 102,431,787 | 98,899,367 | 164,922,714 | ||||
TIF loan [Member] | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Gross | 9,654,000 | 9,654,000 | 9,847,000 | ||||
Discount | (1,653,137) | (1,666,725) | (1,721,761) | ||||
Net | $ 8,000,863 | 7,987,275 | 8,125,239 | ||||
Interest Rate | 5.20% | ||||||
Maturity Date | Jul. 31, 2048 | ||||||
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% | 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% | 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% | 1.75% | |||||
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% | 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 | 6,803,530 | |||||
Discount | (2,838,067) | ||||||
Net | 170,090 | 3,965,463 | |||||
Naming rights securitization loan [Member] | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Gross | 1,821,559 | 9,235,845 | |||||
Discount | (113,762) | (566,096) | |||||
Net | 1,707,797 | $ 8,669,749 | |||||
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 | Dec. 31, 2019 |
Notes Payable, net (Details) - Schedule of accrued interest on notes payable [Line Items] | |||
Total | $ 868,649 | $ 1,121,613 | $ 3,245,537 |
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 | 717,286 |
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 | Dec. 31, 2019 |
Schedule of accounts payable and accrued expenses and other liabilities [Abstract] | |||
Accounts payable and accrued expenses | $ 841,524 | $ 1,094,488 | $ 2,528,251 |
Other liabilities | 27,125 | 27,125 | 717,286 |
Accounts payable and accrued expenses and other liabilities | $ 868,649 | $ 1,121,613 | $ 3,245,537 |
Notes Payable, net (Details) _5
Notes Payable, net (Details) - Schedule of principal payments on notes payable outstanding - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule of principal payments on notes payable outstanding [Abstract] | ||
2021 (nine months) | $ 51,583,589 | $ 54,058,060 |
2022 | 21,891,174 | 21,044,819 |
2023 | 1,516,602 | 455,000 |
2024 | 4,649,120 | 3,521,989 |
2025 | 25,820,130 | 24,071,671 |
Thereafter | 13,810,230 | 13,806,000 |
Total Gross Principal Payments | 119,270,845 | 116,957,539 |
Less: Discount | (16,839,058) | (18,058,172) |
Total Net Principal Payments | $ 102,431,787 | $ 98,899,367 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Nov. 16, 2020 | Nov. 03, 2020 | Oct. 08, 2020 | Oct. 08, 2020 | Sep. 01, 2020 | Aug. 31, 2020 | Jul. 02, 2020 | Jul. 01, 2020 | Feb. 18, 2021 | Jan. 28, 2021 | Jan. 22, 2021 | Dec. 22, 2020 | Nov. 30, 2020 | Nov. 16, 2020 | Nov. 03, 2020 | Sep. 22, 2020 | Jun. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2020 | Sep. 14, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 26, 2023 | Sep. 14, 2023 | Aug. 31, 2023 | Nov. 26, 2022 | Sep. 14, 2022 | Sep. 01, 2022 | Aug. 31, 2022 | Jul. 02, 2022 | Nov. 26, 2021 | Sep. 01, 2021 | Aug. 31, 2021 | Jul. 02, 2021 | Feb. 12, 2021 | Dec. 29, 2020 | Nov. 18, 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. | 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. | ||||||||||||||||||||||||||||||||||||
Authorised shares | 300,000,000 | 300,000,000 | 300,000,000 | |||||||||||||||||||||||||||||||||||
Shares issued | 94,178,308 | 64,091,266 | 5,436,000 | |||||||||||||||||||||||||||||||||||
Additional shares of common stock | 2,678,571 | |||||||||||||||||||||||||||||||||||||
Outstanding Common Stock, percentage | 5.00% | |||||||||||||||||||||||||||||||||||||
Gross Proceeds (in Dollars) | $ 34,500,000 | |||||||||||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | 106,840 | |||||||||||||||||||||||||||||||||||||
Business combination costs (in Dollars) | $ 2,218,187 | |||||||||||||||||||||||||||||||||||||
Wrote-off the Tom Benson statue (in Dollars) | 2,920,937 | $ 2,722,120 | 11,085,230 | $ 10,915,839 | ||||||||||||||||||||||||||||||||||
Proceeds from contributions from affiliates (in Dollars) | 3,699,000 | |||||||||||||||||||||||||||||||||||||
Additional warrant | 2,678,571 | 10,036,925 | ||||||||||||||||||||||||||||||||||||
Offering cost (in Dollars) | 26,200,000 | |||||||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Vesting shares | 238,643 | |||||||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Restricted stock shares | 715,929 | |||||||||||||||||||||||||||||||||||||
Restricted stock shares vest | 238,643 | 238,643 | 238,643 | |||||||||||||||||||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Stock–based compensation expense (in Dollars) | 554,547 | 0 | 3,327,280 | 0 | ||||||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Option [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Related to restricted share arrangements (in Dollars) | $ 2,772,733 | $ 3,327,280 | ||||||||||||||||||||||||||||||||||||
Weighted average period | 1 year 3 months | 1 year 6 months | ||||||||||||||||||||||||||||||||||||
Restricted stock shares | 1,671,521 | 529,543 | ||||||||||||||||||||||||||||||||||||
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 (in Dollars) | $ 831,996 | 0 | $ 1,003,255 | $ 0 | ||||||||||||||||||||||||||||||||||
Related to restricted share arrangements (in Dollars) | $ 5,696,954 | $ 3,228,092 | ||||||||||||||||||||||||||||||||||||
Weighted average period | 2 years 1 month 17 days | 1 year 7 months 13 days | ||||||||||||||||||||||||||||||||||||
Restricted stock shares | 64,240 | 138,568 | 148,883 | |||||||||||||||||||||||||||||||||||
Restricted stock shares vest | 21,413 | 49,628 | 43,898 | 49,627 | 46,190 | 43,898 | 49,628 | 21,414 | 46,189 | 43,898 | 21,413 | 46,189 | ||||||||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Common stock | 10,813,774 | |||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Authorised shares | 52,800 | 52,800 | ||||||||||||||||||||||||||||||||||||
Relative rights, percentage | 7.00% | 7.00% | ||||||||||||||||||||||||||||||||||||
Series B Warrants [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ 1.40 | $ 1.40 | ||||||||||||||||||||||||||||||||||||
Warrant expire years | 5 years | |||||||||||||||||||||||||||||||||||||
Series C Warrants [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Shares issued | 10,036,925 | |||||||||||||||||||||||||||||||||||||
Warrants to purchase | 10,036,925 | |||||||||||||||||||||||||||||||||||||
Purchase price (in Dollars) | $ 15,239,653 | |||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 1.40 | |||||||||||||||||||||||||||||||||||||
Shared Services Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Wrote-off the Tom Benson statue (in Dollars) | $ 300,000 | $ 251,000 | ||||||||||||||||||||||||||||||||||||
Shared Services Agreement [Member] | Pro Football Hall of Fame [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Cumulative amount received (in Dollars) | $ 5,150,000 | |||||||||||||||||||||||||||||||||||||
Shared Services Agreement [Member] | HOF Village [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Cumulative amount paid (in Dollars) | $ 1,200,000 | |||||||||||||||||||||||||||||||||||||
2020 Omnibus Incentive Plan [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Common stock authorized for issuance shares | 1,812,728 | 1,812,728 | ||||||||||||||||||||||||||||||||||||
Shares remained available for issuance | 516,289 | 561,290 | ||||||||||||||||||||||||||||||||||||
2020 Omnibus Incentive Plan [Member] | Independent Directors [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Restricted stock shares | 131,694 | 45,000 | ||||||||||||||||||||||||||||||||||||
2020 Omnibus Incentive Plan [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Restricted stock shares | 477,778 | |||||||||||||||||||||||||||||||||||||
2020 Omnibus Incentive Plan [Member] | Chief Financial Officer [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Restricted stock shares | 140,741 | |||||||||||||||||||||||||||||||||||||
2020 Omnibus Incentive Plan [Member] | Employee [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Vest period | Dec. 22, 2021 | |||||||||||||||||||||||||||||||||||||
2020 Omnibus Incentive Plan [Member] | Employee [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Vest period | Dec. 22, 2021 | |||||||||||||||||||||||||||||||||||||
2020 Omnibus Incentive Plan [Member] | Employee [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Vest period | Dec. 22, 2021 | |||||||||||||||||||||||||||||||||||||
2020 Omnibus Incentive Plan [Member] | Employee [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Vest period | Dec. 22, 2021 | |||||||||||||||||||||||||||||||||||||
February 2021 Public Offering and Over-allotment [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Shares issued | 12,244,897 | |||||||||||||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 2.45 | $ 2.45 | ||||||||||||||||||||||||||||||||||||
Additional shares of common stock | 1,836,734 | |||||||||||||||||||||||||||||||||||||
Outstanding Common Stock, percentage | 5.00% | |||||||||||||||||||||||||||||||||||||
November 2020 Offering [Member] | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Shares issued | 17,857,142 | |||||||||||||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 1.40 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of restricted common stock - Restricted Common Stock [Member] - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
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) | $ 9.30 | $ 9.30 | |
Number of shares, Granted | 715,929 | ||
Number of shares, Vested | 238,643 | ||
Number of shares, Non-vested, Ending balance | 477,286 | 477,286 | |
Weighted average grant date fair value, Non-vested, Ending balance (in Dollars per share) | $ 9.30 | $ 9.30 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of restricted stock units - Restricted Stock Units (RSUs) [Member] - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
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) | $ 2.49 | $ 2.49 | |
Number of shares, Granted | 1,671,521 | 1,676,447 | |
Weighted average grant date fair value, Granted (in Dollars per share) | $ 1.97 | $ 2.52 | |
Number of shares, Vested | 176,514 | ||
Number of shares, Forfeited | |||
Number of shares, Non-vested, Ending balance | 3,171,454 | 1,499,933 | |
Weighted average grant date fair value, Non-vested, Ending balance (in Dollars per share) | $ 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 | Dec. 31, 2016 | Dec. 31, 2016 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2016 |
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. | |||||||||
Cash | $ 50,320,435 | $ 911,015 | $ 7,145,661 | $ 2,818,194 | ||||||
Johnson Controls, Inc [Member] | ||||||||||
Sponsorship Revenue and Associated Commitments (Details) [Line Items] | ||||||||||
Revenue recognized, net | 1,109,062 | 1,237,347 | 4,742,111 | 4,962,985 | ||||||
Accounts receivable | 0 | 0 | 0 | 91,932 | ||||||
Aultman Health Foundation [Member] | ||||||||||
Sponsorship Revenue and Associated Commitments (Details) [Line Items] | ||||||||||
Revenue recognized, net | 4,491 | 44,852 | 180,394 | 179,901 | ||||||
Accounts receivable | 0 | 0 | 0 | 165,115 | ||||||
Licensing agreement term | 10 years | |||||||||
Cash | $ 2,500,000 | $ 2,500,000 | $ 2,500,000 | |||||||
Activation expenses | $ 700,000 | $ 700,000 | ||||||||
First Data Merchant Services LLC [Member] | ||||||||||
Sponsorship Revenue and Associated Commitments (Details) [Line Items] | ||||||||||
Revenue recognized, net | 36,635 | 37,042 | 148,982 | 148,575 | ||||||
Accounts receivable | 94,776 | 58,141 | 58,141 | 0 | ||||||
Licensing agreement term | 8 years | |||||||||
Constellation NewEnergy, Inc. [Member] | ||||||||||
Sponsorship Revenue and Associated Commitments (Details) [Line Items] | ||||||||||
Revenue recognized, net | 289,165 | 326,736 | 1,244,655 | 1,310,536 | ||||||
Accounts receivable | 91,032 | 1,101,867 | 1,101,867 | 857,213 | ||||||
Turf Nation, Inc. [Member] | ||||||||||
Sponsorship Revenue and Associated Commitments (Details) [Line Items] | ||||||||||
Revenue recognized, net | 14,786 | 14,951 | 60,131 | 59,967 | ||||||
Accounts receivable | $ 146,878 | $ 132,092 | 132,092 | $ 171,961 | ||||||
Sponsorship agreement Term | 5 years | |||||||||
Minimum guaranteed fee | $ 50,000 | |||||||||
Sponsorship revenue | $ 15,115 |
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] - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
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 | $ 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 | 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 | $ 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] - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Sponsorship Revenue and Associated Commitments (Details) - Scheduled future cash to be received under the agreement [Line Items] | ||
2021 (nine months) | $ 200,000 | $ 150,000 |
2022 | 150,000 | 150,000 |
2023 | 150,000 | 150,000 |
2024 | 150,000 | 150,000 |
2025 | 150,000 | 150,000 |
Thereafter | 150,000 | 150,000 |
Total | $ 950,000 | $ 900,000 |
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] - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
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) | $ 1,487,193 | |
2022 | 1,596,000 | 1,596,000 |
2023 | 1,623,220 | 1,623,220 |
2024 | 1,423,265 | 1,423,265 |
2025 | 1,423,265 | 1,423,265 |
Thereafter | 5,693,057 | 5,693,057 |
Total | 11,758,807 | 13,246,000 |
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) | 1,300,000 | |
2022 | 1,396,000 | 1,396,000 |
2023 | 1,423,220 | 1,423,220 |
2024 | 1,257,265 | 1,257,265 |
2025 | 1,257,265 | 1,257,265 |
Thereafter | 5,029,057 | 5,029,057 |
Total | 10,362,807 | 11,662,807 |
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) | 187,193 | |
2022 | 200,000 | 200,000 |
2023 | 200,000 | 200,000 |
2024 | 166,000 | 166,000 |
2025 | 166,000 | 166,000 |
Thereafter | 664,000 | 664,000 |
Total | $ 1,396,000 | $ 1,583,193 |
Other Commitments (Details)
Other Commitments (Details) - USD ($) | Oct. 22, 2019 | Sep. 01, 2019 | Apr. 30, 2021 | Oct. 22, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Other Commitments (Details) [Line Items] | ||||||||
Operating leases, rent expense | $ 77,975 | $ 100,949 | $ 418,862 | $ 331,916 | ||||
Management fee expense | 30,000 | 0 | 73,225 | |||||
Revenue percentage | 2.00% | 2.00% | ||||||
Base management fees | $ 10,000 | $ 10,000 | ||||||
Escrow deposit | 2,000,000 | $ 0 | 2,604,318 | |||||
Employment agreements description | The Company has employment agreements with many of its key executive officers that usually have terms between one year and three years. | |||||||
Other commitments, description | (i) design assist consulting, equipment sales and turn-key installation services in respect of specified systems to be constructed as part of Phase 2 and Phase 3 of the Project and (ii) maintenance and lifecycle services in respect of certain systems constructed as part of Phase 1, and to be constructed as part of Phase 2 and Phase 3, of the Project. Under the terms of the TAAS Agreement, Newco has agreed to pay JCI up to an aggregate $217,934,637 for services rendered by JCI over the term of the TAAS Agreement. | |||||||
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 | $ 200,000 | $ 66,667 |
Other Commitments (Details) - S
Other Commitments (Details) - Schedule of future minimum lease commitments under non-cancellable operating leases - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule of future minimum lease commitments under non-cancellable operating leases [Abstract] | ||
2021 | $ 243,925 | $ 321,900 |
2022 | 321,900 | 321,900 |
2023 | 321,900 | 321,900 |
2024 | 321,900 | 321,900 |
2025 | 321,900 | 321,900 |
Thereafter | 41,320,800 | 41,320,800 |
Total | $ 42,852,325 | $ 42,930,300 |
Contingencies (Details)
Contingencies (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Loss Contingency [Abstract] | |
Settlement terms | Potential damages claimed by Plaintiff included the refunds of ticket sales, lost commissions on food and beverage sales, and lost profits on merchandise sales. The parties reached a global settlement and the matter has been dismissed with prejudice. |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) | Jul. 01, 2020 | Jan. 13, 2020 | Nov. 11, 2019 | Dec. 11, 2018 | Mar. 10, 2016 | Jun. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 03, 2021 |
Related-Party Transactions (Details) [Line Items] | |||||||||||
Percentage of development costs | 4.00% | 4.00% | |||||||||
Costs incurred | $ 0 | $ 128,772 | $ 1,360,944 | $ 1,276,885 | |||||||
Commissions fee | 15,000 | 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. | 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 | ||||||||||
General administrative expenses | 275 | 344,426 | |||||||||
IRG Affiliate [Member] | |||||||||||
Related-Party Transactions (Details) [Line Items] | |||||||||||
Costs incurred | $ 120,000 | $ 120,000 | |||||||||
PFHOF [Member] | |||||||||||
Related-Party Transactions (Details) [Line Items] | |||||||||||
Description of services agreement | the HOF Village entered into the Shared Services Agreement with PFHOF. Under the agreement, PFHOF and HOF Village mutually reduced certain outstanding amounts owed between the parties, with PFHOF forgiving $5.15 million owed by HOF Village and HOF Village forgiving $1.2 million owed by PFHOF, which effectively resulted in no outstanding amounts owed between the parties as of March 31, 2020. Additionally, the Company wrote-off the Tom Benson statue, which was valued as of the date of the Shared Services Agreement at $251,000 while the Company had valued it at $300,000. As this is a related party transaction, the Company recorded the resulting difference of $3,699,000 as a contribution from one of its members in the Company’s consolidated balance sheet. | ||||||||||
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 | Dec. 31, 2019 |
Related-Party Transactions (Details) - Schedule of due to affiliates [Line Items] | |||
Total | $ 1,922,868 | $ 1,723,556 | $ 19,333,590 |
Due to IRG Member [Member] | |||
Related-Party Transactions (Details) - Schedule of due to affiliates [Line Items] | |||
Total | 1,700,174 | 1,456,521 | 6,257,840 |
Due to IRG Affiliate [Member] | |||
Related-Party Transactions (Details) - Schedule of due to affiliates [Line Items] | |||
Total | 163,214 | 140,180 | 145,445 |
Due to PFHOF [Member] | |||
Related-Party Transactions (Details) - Schedule of due to affiliates [Line Items] | |||
Total | $ 59,480 | $ 126,855 | $ 6,630,305 |
Related-Party Transactions (D_3
Related-Party Transactions (Details) - Schedule of other liabilities - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of other liabilities [Abstract] | |||
Activation fund reserves | $ 4,231,326 | $ 3,780,343 | $ 2,876,149 |
Deferred revenue | 882,786 | 1,709,126 | 90,841 |
Total | $ 5,114,112 | $ 5,489,469 | $ 3,684,276 |
Concentrations (Details)
Concentrations (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Sponsorship revenue [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Number of customer | 2 | 2 | 2 | |
Concentration risk percentage | two | |||
Sponsorship revenue [Member] | Customer One [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Concentration risk percentage | 58% | 63% | ||
Sponsorship revenue [Member] | Customer Two [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Concentration risk percentage | 15% | 17% | ||
Sponsorship revenue [Member] | Customer One [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Concentration risk percentage | 74.00% | 63.00% | ||
Sponsorship revenue [Member] | Customer Two [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Concentration risk percentage | 19.00% | 17.00% | ||
Accounts Receivable [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Number of customer | 3 | 2 | 2 | |
Accounts Receivable [Member] | Customer One [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Concentration risk percentage | 39% | 71% | ||
Accounts Receivable [Member] | Customer Two [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Concentration risk percentage | 26% | 15% | ||
Accounts Receivable [Member] | Customer Three [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Concentration risk percentage | 16% | |||
Accounts Receivable [Member] | Customer One [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Concentration risk percentage | 71.00% | 43.00% | ||
Accounts Receivable [Member] | Customer Two [Member] | ||||
Concentrations (Details) [Line Items] | ||||
Concentration risk percentage | 15.00% | 33.00% |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Retirement Benefits [Abstract] | ||||
Expensed matching contributions | $ 29,038 | $ 67,817 | $ 28,261 | $ 15,729 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jun. 04, 2021 | Jun. 02, 2021 | Feb. 12, 2021 | Feb. 03, 2021 | Jan. 28, 2021 | Feb. 18, 2021 | Feb. 01, 2021 | Dec. 29, 2020 |
Subsequent Events (Details) [Line Items] | ||||||||
Purchase price (in Dollars) | $ 15,239,653 | |||||||
Escrow account held by constellation, description | 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. | |||||||
Number of shares issued | 10,813,774 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Common stock liquidation preference (in Dollars) | $ 15,000,000 | |||||||
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) | $ 6.90 | |||||||
Stock description | the Company executed a binding term sheet with IRG, LLC pursuant to which the Company agreed to issue and sell to IRG 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 Company’s Common Stock (the “New Private Placement Preferred Stock”), having an aggregate liquidation preference of $15,000,000, and (ii) a number of warrants, convertible into shares of the Company’s Common Stock at an exercise price of $6.90 per share (the “New Private Placement Warrants”), 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 first quarter of 2021. If the Company consummates the New Private Placement, the Company intends to deposit the net proceeds as necessary into the Proceeds Account (as defined herein), and use the net proceeds for general corporate purposes. | |||||||
Number of shares issued | 12,244,897 | |||||||
Share price (in Dollars per share) | $ 2.45 | |||||||
Additional stock | 1,836,734 | |||||||
Price per share (in Dollars per share) | $ 2.45 | |||||||
Percentage of outstanding common stock | 5.00% | |||||||
Estimated offering expenses (in Dollars) | $ 34.5 | |||||||
PFHOF [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Purchase of real property (in Dollars) | $ 1.75 | |||||||
2020 Omnibus Incentive Plan [Member] | Subsequent Event [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Number of shares of common stock increased | 4,000,000 | |||||||
Maximum shares issued under amended plan | 5,812,727 | |||||||
Private Placement [Member] | Subsequent Event [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Purchase price (in Dollars) | $ 15,000,000 | |||||||
Series B Convertible Preferred Stock [Member] | Subsequent Event [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Number of convertible preferred stock | 15,000 | |||||||
Preferred stock dividend rate | 7.00% | |||||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Number of shares issued | 200 | |||||||
Series D Warrants [Member] | Subsequent Event [Member] | ||||||||
Subsequent Events (Details) [Line Items] | ||||||||
Number of shares issued | 32,680 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of calculation of net loss per share - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive securities | 42,947,161 | 57,691,938 | ||
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 | 55,303,832 | ||
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 | 715,929 | ||
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 | 1,672,177 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) - Schedule of financial liabilities measured on a recurring basis and reported at fair value - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Warrant liabilities – Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 26,260,000 | $ 4,130,000 |
Warrant liabilities – Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 2,500,000 | 420,000 |
Warrant liabilities – November Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 17,252,000 | 9,781,000 |
Warrant liabilities – December Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 38,286,000 | $ 4,781,000 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies (Details) - Schedule of initial fair value of its warrant liabilities - $ / shares | Dec. 29, 2020 | Nov. 18, 2020 | Jul. 01, 2020 |
Private Warrants [Member] | |||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |||
Term (years) | 5 years | ||
Stock price | $ 8.44 | ||
Exercise price | $ 11.50 | ||
Dividend yield | 0.00% | ||
Expected volatility | 13.30% | ||
Risk free interest rate | 0.30% | ||
Number of shares | 1,480,000 | ||
Value (per share) | $ 1.74 | ||
November Warrants [Member] | |||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |||
Term (years) | 5 years | ||
Stock price | $ 1.22 | ||
Exercise price | $ 1.40 | ||
Dividend yield | 0.00% | ||
Expected volatility | 49.40% | ||
Risk free interest rate | 0.40% | ||
Number of shares | 20,535,713 | ||
Value (per share) | $ 0.52 | ||
December Warrants [Member] | |||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |||
Term (years) | 5 years | ||
Stock price | $ 1.29 | ||
Exercise price | $ 1.40 | ||
Dividend yield | 0.00% | ||
Expected volatility | 49.50% | ||
Risk free interest rate | 0.40% | ||
Number of shares | 10,036,925 | ||
Value (per share) | $ 0.52 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies (Details) - Schedule of changes in the fair value of warrant liabilities - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | ||||
Fair value as of January 1, 2020 | $ 19,112,000 | |||
Initial measurement | 45,845,116 | |||
Change in fair value | 116,351,000 | (26,733,116) | ||
Fair value as of December 31, 2020 | 19,112,000 | |||
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 January 1, 2020 | 4,130,000 | |||
Initial measurement | 27,460,000 | |||
Change in fair value | (23,330,000) | |||
Fair value as of December 31, 2020 | 4,130,000 | |||
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 January 1, 2020 | 420,000 | |||
Initial measurement | 2,580,000 | |||
Change in fair value | (2,160,000) | |||
Fair value as of December 31, 2020 | 420,000 | |||
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 January 1, 2020 | 9,781,000 | |||
Initial measurement | 10,609,000 | |||
Change in fair value | (828,000) | |||
Fair value as of December 31, 2020 | 9,781,000 | |||
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 January 1, 2020 | $ 4,781,000 | |||
Initial measurement | 5,196,116 | |||
Change in fair value | (415,116) | |||
Fair value as of December 31, 2020 | $ 4,781,000 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies (Details) - Schedule of valuation model for the level 3 valuations | 1 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Private Warrants [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of valuation model for the level 3 valuations [Line Items] | |
Term (years) | 4 years 6 months |
Stock price | $ 1.23 |
Exercise price | $ 11.50 |
Dividend yield | 0.00% |
Expected volatility | 70.70% |
Risk free interest rate | 0.30% |
Number of shares | shares | 1,480,000 |
Value (per share) | $ 0.28 |
November Warrants [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of valuation model for the level 3 valuations [Line Items] | |
Term (years) | 4 years 10 months 24 days |
Stock price | $ 1.23 |
Exercise price | $ 1.40 |
Dividend yield | 0.00% |
Expected volatility | 49.50% |
Risk free interest rate | 0.30% |
Number of shares | shares | 20,535,713 |
Value (per share) | $ 0.48 |
December Warrants [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of valuation model for the level 3 valuations [Line Items] | |
Term (years) | 5 years |
Stock price | $ 1.23 |
Exercise price | $ 1.40 |
Dividend yield | 0.00% |
Expected volatility | 49.50% |
Risk free interest rate | 0.30% |
Number of shares | shares | 10,036,925 |
Value (per share) | $ 0.48 |
Property and Equipment and Proj
Property and Equipment and Project Development Costs (Details) - Schedule of property and equipment consists of the following - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 193,812,887 | $ 191,800,192 | $ 161,270,086 |
Less: accumulated depreciation | (40,365,366) | (37,444,429) | (26,359,199) |
Property and equipment, net | 153,447,521 | 154,355,763 | 134,910,887 |
Project development costs | 116,017,357 | 107,969,139 | 88,587,699 |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 2,300,564 | $ 535,954 | 278,556 |
Land improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful Life | 25 years | 25 years | |
Property and equipment, gross | $ 31,078,211 | $ 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 | 128,599,831 |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 2,520,532 | $ 2,165,882 | $ 1,313,488 |
Minimum [Member] | Building and improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful Life | 15 years | 15 years | |
Minimum [Member] | Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful Life | 5 years | 5 years | |
Maximum [Member] | Building and improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful Life | 39 years | 39 years | |
Maximum [Member] | Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful Life | 10 years | 10 years |
Notes Payable, Net (Details) _6
Notes Payable, Net (Details) - Schedule of notes payable - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Gross | $ 119,270,845 | $ 116,957,539 | $ 224,367,493 |
Discount | (16,839,058) | (18,058,172) | (59,444,779) |
Notes Payable, net | 102,431,787 | 98,899,367 | 164,922,714 |
TIF loan [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Gross | 9,654,000 | 9,654,000 | 9,847,000 |
Discount | (1,653,137) | (1,666,725) | (1,721,761) |
Notes Payable, net | 8,000,863 | 7,987,275 | 8,125,239 |
Syndicated unsecured term loan [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Gross | 170,090 | 6,803,530 | |
Discount | (2,838,067) | ||
Notes Payable, net | 170,090 | 3,965,463 | |
Preferred equity loan [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Gross | 1,800,000 | 99,603,847 | |
Discount | (53,365,911) | ||
Notes Payable, net | 1,800,000 | 46,237,936 | |
Naming rights securitization loan [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Gross | 1,821,559 | 9,235,845 | |
Discount | (113,762) | (566,096) | |
Notes Payable, net | 1,707,797 | 8,669,749 | |
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) | |
Notes Payable, net | 3,492,608 | 3,492,319 | |
New Market/SCF [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Gross | 2,999,989 | 2,999,989 | |
Discount | |||
Notes Payable, net | 2,999,989 | 2,999,989 | |
Constellation EME [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Gross | 8,944,408 | 9,900,000 | |
Discount | |||
Notes Payable, net | 8,944,408 | 9,900,000 | |
Paycheck protection plan loan [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Gross | 390,400 | ||
Discount | |||
Notes Payable, net | 390,400 | ||
JKP Capital loan [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Gross | 6,953,831 | 6,953,831 | |
Discount | (13,547) | (13,887) | |
Notes Payable, net | 6,940,284 | 6,939,944 | |
MKG DoubleTree Loan [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Gross | 15,300,000 | 15,300,000 | |
Discount | (354,204) | (443,435) | |
Notes Payable, net | 14,945,796 | 14,856,565 | |
Convertible PIPE Notes, plus PIK accrual [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Gross | 21,797,670 | ||
Discount | (13,475,202) | ||
Notes Payable, net | 8,322,468 | ||
Canton Cooperative Agreement [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Gross | 2,670,000 | 2,670,000 | |
Discount | (179,617) | (181,177) | |
Notes Payable, net | 2,490,383 | 2,488,823 | |
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) | |
Notes Payable, net | $ 38,397,396 | $ 37,843,697 | |
Bridge loan [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Gross | 65,000,000 | ||
Discount | (361,655) | ||
Notes Payable, net | 64,638,345 | ||
Land loan with affiliate [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Gross | 1,273,888 | ||
Discount | |||
Notes Payable, net | 1,273,888 | ||
McKinley Grand Mortgage [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Gross | 1,900,000 | ||
Discount | (51,787) | ||
Notes Payable, net | 1,848,213 | ||
CH capital lending [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Gross | 1,807,339 | ||
Discount | |||
Notes Payable, net | 1,807,339 | ||
Convertible notes [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Gross | 17,310,252 | ||
Discount | (471,965) | ||
Notes Payable, net | 16,838,287 | ||
IRG November Note [Member] | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Gross | 11,585,792 | ||
Discount | (67,537) | ||
Notes Payable, net | $ 11,518,255 |
Notes Payable, Net (Details) _7
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | |||
Total | $ 868,649 | $ 1,121,613 | $ 3,245,537 |
Bridge loan [Member] | |||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | |||
Total | 2,084,711 | ||
Preferred equity loan [Member] | |||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | |||
Total | 27,125 | 27,125 | 717,286 |
Land loan with affiliate [Member] | |||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | |||
Total | 101,662 | ||
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 | ||
Naming rights securitization loan [Member] | |||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | |||
Total | 30,786 | ||
City of Canton Loan [Member] | |||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | |||
Total | 8,847 | 4,472 | |
Mortgage Mckinley Grand [Member] | |||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | |||
Total | 41,821 | ||
JKP Capital Note [Member] | |||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | |||
Total | 416,836 | ||
Convertible notes [Member] | |||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | |||
Total | 269,271 | ||
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) _8
Notes Payable, Net (Details) - Schedule of accounts payable and accrued expenses and other liabilities - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of accounts payable and accrued expenses and other liabilities [Abstract] | |||
Accounts payable and accrued expenses | $ 841,524 | $ 1,094,488 | $ 2,528,251 |
Other liabilities | 27,125 | 27,125 | 717,286 |
Accounts payable and accrued expenses and other liabilities | $ 868,649 | $ 1,121,613 | $ 3,245,537 |
Notes Payable, Net (Details) _9
Notes Payable, Net (Details) - Schedule of company valued the warrants assumptions | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Schedule of company valued the warrants assumptions [Abstract] | |
Stock Price | $ / shares | $ 1.29 |
Exercise Price | $ / shares | $ 1.40 |
Dividend Yield | $ | |
Expected Volatility | 49.45% |
Risk-Free Interest Rate | 0.37% |
Number of Shares | shares | 10,036,925 |
Value (USD) | $ | $ 5,196,116 |
Term (in years) | 5 years |
Notes Payable, Net (Details)_10
Notes Payable, Net (Details) - Schedule of principal payments on notes payable - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule of principal payments on notes payable [Abstract] | ||
2021 | $ 51,583,589 | $ 54,058,060 |
2022 | 21,891,174 | 21,044,819 |
2023 | 1,516,602 | 455,000 |
2024 | 4,649,120 | 3,521,989 |
2025 | 25,820,130 | 24,071,671 |
Thereafter | 13,810,230 | 13,806,000 |
Total Gross Principal Payments | 119,270,845 | 116,957,539 |
Less: Discount | (16,839,058) | (18,058,172) |
Total Net Principal Payments | $ 102,431,787 | $ 98,899,367 |
Stockholders' Equity (Details_4
Stockholders' Equity (Details) - Schedule of restricted common stock - Restricted Common Stock [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 | $ 9.30 | |
Number of shares, Granted | 715,929 | |
Weighted average grant date fair value, Granted | $ 9.30 | |
Number of shares, Vested | (238,643) | |
Weighted average grant date fair value, Vested | $ 9.30 | |
Number of shares, Non-vested, Ending balance | 477,286 | 477,286 |
Weighted average grant date fair value, Non-vested, Ending balance | $ 9.30 | $ 9.30 |
Stockholders' Equity (Details_5
Stockholders' Equity (Details) - Schedule of restricted stock units - Restricted Stock Units (RSUs) [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
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 | $ 2.49 | |
Number of shares, Granted | 1,671,521 | 1,676,447 |
Weighted average grant date fair value, Granted | $ 1.97 | $ 2.52 |
Number of shares, Vested | (176,514) | |
Weighted average grant date fair value, Vested | $ 2.80 | |
Number of shares, Forfeited | ||
Weighted average grant date fair value, Forfeited | ||
Number of shares, Non-vested, Ending balance | 3,171,454 | 1,499,933 |
Weighted average grant date fair value, Non-vested, Ending balance | $ 2.49 | $ 2.49 |
Stockholders' Equity (Details_6
Stockholders' Equity (Details) - Schedule of warrant activity - Warrant Activity [Member] | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Number of shares Outstanding, Beginning balance | shares | |
Weighted Average Exercise Price, Beginning balance | $ / shares | |
Number of shares, Issued in connection with business combination | shares | 24,731,194 |
Weighted average exercise price, Issued in connection with business combination | $ / shares | $ 11.50 |
Weighted Average Contractual Life, Issued in connection with business combination | 4 years 6 months |
Number of Shares, Issued in connection with November 2020 Public Offering | shares | 17,857,142 |
Weighted Average Exercise Price, Issued in connection with November 2020 Public Offering | $ / shares | $ 1.40 |
Weighted Average Contractual Life, Issued in connection with November 2020 Public Offering | 4 years 10 months 17 days |
Number of Shares, Issued in connection with November 2020 overallotment | shares | 2,678,571 |
Weighted Average Exercise Price, Issued in connection with November 2020 overallotment | $ / shares | $ 1.40 |
Weighted Average Contractual Life, Issued in connection with November 2020 overallotment | 4 years 10 months 17 days |
Number of Shares, Issued in connection with IRG November Note Conversion | shares | 10,036,925 |
Weighted Average Exercise Price, Issued in connection with IRG November Note Conversion | $ / shares | $ 1.40 |
Weighted Average Contractual Life, Issued in connection with IRG November Note Conversion | 4 years 11 months 26 days |
Number of shares Outstanding, Ending balance | shares | 55,303,832 |
Weighted Average Exercise Price, Ending balance | $ / shares | $ 5.92 |
Weighted Average Contractual Life (years), Ending balance | 4 years 8 months 23 days |
Intrinsic Value, Ending balance | $ | |
Number of shares, Exercisable | shares | 45,266,907 |
Weighted average exercise price, Exercisable | $ / shares | $ 6.92 |
Weighted Average Contractual Life, Exercisable | 4 years 8 months 1 day |
Intrinsic Value, Exercisable | $ |
Sponsorship Revenue and Assoc_7
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] - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
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 | $ 4,718,750 | |
Total | $ 4,718,750 | 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 | 3,968,750 | |
Total | 3,968,750 | 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 | 750,000 | |
Total | $ 750,000 | $ 750,000 |
Sponsorship Revenue and Assoc_8
Sponsorship Revenue and Associated Commitments (Details) - Scheduled future cash to be received under the agreement - First Data Merchant Services LLC [Member] - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Sponsorship Revenue and Associated Commitments (Details) - Scheduled future cash to be received under the agreement [Line Items] | ||
2021 | $ 200,000 | $ 150,000 |
2022 | 150,000 | 150,000 |
2023 | 150,000 | 150,000 |
2024 | 150,000 | 150,000 |
2025 | 150,000 | 150,000 |
Thereafter | 150,000 | 150,000 |
Total | $ 950,000 | $ 900,000 |
Sponsorship Revenue and Assoc_9
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] - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received and required activation spend under the agreement [Line Items] | ||
2021 | $ 1,487,193 | |
2022 | 1,596,000 | 1,596,000 |
2023 | 1,623,220 | 1,623,220 |
2024 | 1,423,265 | 1,423,265 |
2025 | 1,423,265 | 1,423,265 |
Thereafter | 5,693,057 | 5,693,057 |
Total | 11,758,807 | 13,246,000 |
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 | 1,300,000 | |
2022 | 1,396,000 | 1,396,000 |
2023 | 1,423,220 | 1,423,220 |
2024 | 1,257,265 | 1,257,265 |
2025 | 1,257,265 | 1,257,265 |
Thereafter | 5,029,057 | 5,029,057 |
Total | 10,362,807 | 11,662,807 |
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 | 187,193 | |
2022 | 200,000 | 200,000 |
2023 | 200,000 | 200,000 |
2024 | 166,000 | 166,000 |
2025 | 166,000 | 166,000 |
Thereafter | 664,000 | 664,000 |
Total | $ 1,396,000 | $ 1,583,193 |
Other Commitments (Details) -_2
Other Commitments (Details) - Schedule of future minimum lease commitments under non-cancellable operating leases - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule of future minimum lease commitments under non-cancellable operating leases [Abstract] | ||
2021 | $ 243,925 | $ 321,900 |
2022 | 321,900 | 321,900 |
2023 | 321,900 | 321,900 |
2024 | 321,900 | 321,900 |
2025 | 321,900 | 321,900 |
Thereafter | 41,320,800 | 41,320,800 |
Total | $ 42,852,325 | $ 42,930,300 |
Related-Party Transactions (D_4
Related-Party Transactions (Details) - Schedule of due to affiliates - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Related-Party Transactions (Details) - Schedule of due to affiliates [Line Items] | |||
Total | $ 1,922,868 | $ 1,723,556 | $ 19,333,590 |
IRG [Member] | |||
Related-Party Transactions (Details) - Schedule of due to affiliates [Line Items] | |||
Total | 1,700,174 | 1,456,521 | 6,257,840 |
IRG Affiliate [Member] | |||
Related-Party Transactions (Details) - Schedule of due to affiliates [Line Items] | |||
Total | 163,214 | 140,180 | 145,445 |
M. Klein [Member] | |||
Related-Party Transactions (Details) - Schedule of due to affiliates [Line Items] | |||
Total | 500,000 | ||
Related Party Advances [Member] | |||
Related-Party Transactions (Details) - Schedule of due to affiliates [Line Items] | |||
Total | 5,800,000 | ||
PFHOF [Member] | |||
Related-Party Transactions (Details) - Schedule of due to affiliates [Line Items] | |||
Total | $ 59,480 | $ 126,855 | $ 6,630,305 |
Related-Party Transactions (D_5
Related-Party Transactions (Details) - Schedule of other liabilities - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of other liabilities [Abstract] | |||
Activation fund reserves | $ 4,231,326 | $ 3,780,343 | $ 2,876,149 |
Deferred revenue | 882,786 | 1,709,126 | 90,841 |
Preferred stock dividend payable | 717,286 | ||
Total | $ 5,114,112 | $ 5,489,469 | $ 3,684,276 |
Business Combination (Details)
Business Combination (Details) | Jul. 02, 2020USD ($)$ / shares | Dec. 31, 2020 | Nov. 30, 2020USD ($) |
Business Combination (Details) [Line Items] | |||
Merger agreement, description | In connection with the consummation of the Business Combination and pursuant to the Merger Agreement, (a) each issued and outstanding unit of GPAQ, if not already detached, was detached and each holder of such a unit was deemed to hold one share of GPAQ Class A common stock and one GPAQ warrant (“GPAQ Warrant”), (b) each issued and outstanding share of GPAQ Class A common stock (excluding any shares held by a GPAQ stockholder that elected to have its shares redeemed pursuant to GPAQ’s organizational documents) was converted automatically into the right to receive 1.421333 shares of our common stock, following which all shares of GPAQ Class A common stock ceased to be outstanding and were automatically canceled and cease to exist; (c) each issued and outstanding share of GPAQ Class F common stock was converted automatically into the right to receive one share of our common stock, following which all shares of GPAQ Class F common stock ceased to be outstanding and were automatically canceled and cease to exist; (d) each issued and outstanding GPAQ Warrant (including GPAQ private placement warrants) was automatically converted into one warrant to purchase 1.421333 shares of our common stock per warrant, following which all GPAQ Warrants ceased to be outstanding and were automatically canceled and retired and cease to exist; and (e) each issued and outstanding membership interest in Newco converted automatically into the right to receive a pro rata portion of the Company Merger Consideration (as defined in the Merger Agreement), which was payable in shares of our common stock. Our common stock is traded on The Nasdaq Capital Market, or Nasdaq, under the symbol “HOFV” and our outstanding series of warrants (the “Existing Warrants”) are traded on Nasdaq under the symbol “HOFVW”. | ||
Payments to acquire businesses, gross | $ 15,500,000 | ||
Business combination, consideration transferred, equity interests issued and issuable | 15,000,000 | ||
Bridge loan | $ 34,500,000 | ||
Business combination costs, description | The Company incurred $19,137,165 in costs related to the Business Combination. Of these costs, $16,718,978 were legal and professional fees, $2,218,187 was related to a restricted stock award to the Company’s Chief Executive Officer, and $200,000 was related to a cash bonus to the Company’s Chief Executive Officer. | ||
Private Placement [Member] | |||
Business Combination (Details) [Line Items] | |||
Proceeds from private placement | $ 20,721,293 | ||
Share price (in Dollars per share) | $ / shares | $ 11.50 | ||
Number of shares convertible | 1,801,851 |
Business Combination (Details)
Business Combination (Details) - Schedule of net assets acquired through the business combination | Dec. 31, 2020USD ($) |
Schedule of net assets acquired through the business combination [Abstract] | |
Cash | $ 31,034,781 |
Sponsor loan | (500,000) |
Warrant liability | (30,040,000) |
Net assets acquired | $ 494,781 |
Income Tax (Restated) (Details)
Income Tax (Restated) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Jul. 01, 2020 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance increased amount | $ 2,167,124 | |
Deferred tax liabilities | $ 2,995,870 |
Income Tax (Restated) (Detail_2
Income Tax (Restated) (Details) - Schedule of deferred tax assets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of deferred tax assets [Abstract] | ||
U.S. federal tax loss carry–forward | $ 4,143,828 | |
U.S. local tax loss carry–forward | 389,717 | |
Equity based compensation – RSUs | 416,157 | |
Property and equipment | (1,741,690) | |
Prepaid rent | (1,040,888) | |
Total deferred tax assets | 2,167,124 | |
Less: valuation allowance | (2,167,124) | |
Net deferred tax asset |
Income Tax (Restated) (Detail_3
Income Tax (Restated) (Details) - Schedule of company tax attributes | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Federal [Member] | |
Operating Loss Carryforwards [Line Items] | |
U.S. federal/local net operating loss carry–forwards, Amount | $ 19,732,513 |
U.S. federal/local net operating loss carry–forwards, Begins to expire | Indefinite |
State Jurisdiction [Member] | |
Operating Loss Carryforwards [Line Items] | |
U.S. federal/local net operating loss carry–forwards, Amount | $ 19,732,513 |
U.S. federal/local net operating loss carry–forwards, Begins to expire | Fiscal 2025 |
Income Tax (Restated) (Detail_4
Income Tax (Restated) (Details) - Schedule of statutory federal income tax rate to income before the provision for/(benefit from) income taxes | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of statutory federal income tax rate to income before the provision for/(benefit from) income taxes [Abstract] | ||
Expected Federal Tax | (21.00%) | |
Local Tax (Net of Federal Tax Benefits) | (2.00%) | |
Business Combination Expenses | 22.00% | |
Change in FV of warrant liability | (27.10%) | |
Note Extinguishment | 4.30% | |
Deferred Tax Liabilities Resulting from Business Combination | 13.20% | |
Other permanent differences | 1.00% | |
Change in valuation allowance | 9.60% | |
Effective rate of income tax |
Restatement of Previously Iss_3
Restatement of Previously Issued Audit and Unaudited Financial Statements (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Restatement Of Previously Issued Audit And Unaudited Financial Statements [Abstract] | |
Busines combination are exercisable for shares of common stock | 1.421333 |
Restatement of Previously Iss_4
Restatement of Previously Issued Audit and Unaudited Financial Statements (Details) - Schedule of consolidated balance sheet - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 |
As Filed [Member] | ||
Restatement of Previously Issued Audit and Unaudited Financial Statements (Details) - Schedule of consolidated balance sheet [Line Items] | ||
Warrant liability | ||
Total liabilities | 126,650,582 | 130,780,485 |
Additional paid-in capital | 217,027,804 | 168,134,414 |
(Accumulated deficit) retained earnings | (32,643,987) | (18,089,195) |
Total equity attributable to HOFRE | 184,390,227 | 150,048,494 |
Total equity | 184,193,721 | 150,012,494 |
Restatement Adjustments [Member] | ||
Restatement of Previously Issued Audit and Unaudited Financial Statements (Details) - Schedule of consolidated balance sheet [Line Items] | ||
Warrant liability | 19,112,000 | 4,530,000 |
Total liabilities | 19,112,000 | 4,530,000 |
Additional paid-in capital | (44,915,116) | (30,040,000) |
(Accumulated deficit) retained earnings | 25,803,116 | 25,510,000 |
Total equity attributable to HOFRE | (19,112,000) | (4,530,000) |
Total equity | (19,112,000) | (4,530,000) |
Restated [Member] | ||
Restatement of Previously Issued Audit and Unaudited Financial Statements (Details) - Schedule of consolidated balance sheet [Line Items] | ||
Warrant liability | 19,112,000 | 4,530,000 |
Total liabilities | 145,762,582 | 135,310,485 |
Additional paid-in capital | 172,112,688 | 138,094,414 |
(Accumulated deficit) retained earnings | (6,840,871) | 7,420,805 |
Total equity attributable to HOFRE | 165,278,227 | 145,518,494 |
Total equity | $ 165,081,721 | $ 145,482,494 |
Restatement of Previously Iss_5
Restatement of Previously Issued Audit and Unaudited Financial Statements (Details) - Schedule of consolidated statement of operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
As Filed [Member] | |||
Restatement of Previously Issued Audit and Unaudited Financial Statements (Details) - Schedule of consolidated statement of operations [Line Items] | |||
Property operating expenses | $ 25,701,821 | ||
Total operating expenses | 38,878,610 | ||
Loss from operations | (31,779,456) | ||
Change in fair value of warrant liability | |||
Total other expense | (23,674,129) | (34,561,670) | (39,708,832) |
Net loss before income taxes | (33,936,903) | (56,772,990) | (71,488,288) |
Net loss | (33,936,903) | (56,772,990) | (71,488,288) |
Net loss attributable to HOFRE stockholders | $ (33,900,903) | $ (56,736,990) | $ (71,291,782) |
Net loss per share – basic and diluted (in Dollars per share) | $ (1.04) | $ (3.90) | $ (2.68) |
Restatement Adjustments [Member] | |||
Restatement of Previously Issued Audit and Unaudited Financial Statements (Details) - Schedule of consolidated statement of operations [Line Items] | |||
Property operating expenses | $ 930,000 | ||
Total operating expenses | 930,000 | ||
Loss from operations | 930,000 | ||
Change in fair value of warrant liability | $ 25,510,000 | $ 25,510,000 | 26,733,116 |
Total other expense | 25,510,000 | 25,510,000 | 26,733,116 |
Net loss before income taxes | 25,510,000 | 25,510,000 | 25,803,116 |
Net loss | 25,510,000 | 25,510,000 | 25,803,116 |
Net loss attributable to HOFRE stockholders | $ 25,510,000 | $ 25,510,000 | $ 25,803,116 |
Net loss per share – basic and diluted (in Dollars per share) | $ 0.78 | $ 1.75 | $ 0.97 |
Restated [Member] | |||
Restatement of Previously Issued Audit and Unaudited Financial Statements (Details) - Schedule of consolidated statement of operations [Line Items] | |||
Property operating expenses | $ 26,631,821 | ||
Total operating expenses | 39,808,610 | ||
Loss from operations | (32,709,456) | ||
Change in fair value of warrant liability | $ 25,510,000 | $ 25,510,000 | 26,733,116 |
Total other expense | 1,835,871 | (9,051,670) | (12,975,716) |
Net loss before income taxes | (8,426,903) | (31,262,990) | (45,685,172) |
Net loss | (8,426,903) | (31,262,990) | (45,685,172) |
Net loss attributable to HOFRE stockholders | $ (8,390,903) | $ (31,226,990) | $ (45,488,666) |
Net loss per share – basic and diluted (in Dollars per share) | $ (0.26) | $ (2.15) | $ (1.71) |
Restatement of Previously Iss_6
Restatement of Previously Issued Audit and Unaudited Financial Statements (Details) - Schedule of condensed consolidated statement of changes in stockholders’ equity - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | |
As Filed [Member] | ||
Restatement of Previously Issued Audit and Unaudited Financial Statements (Details) - Schedule of condensed consolidated statement of changes in stockholders’ equity [Line Items] | ||
Business combination with GPAQ on July 1, 2020 | $ 30,534,781 | $ 30,534,781 |
Warrants issued in connection with IRG debt settlement | 5,196,116 | |
November 18, 2020 capital raise, net of offering costs | 22,945,410 | |
December 4, 2020 capital raise, net of offering costs | 3,283,089 | |
Net loss | (33,936,903) | (71,488,288) |
Restatement Adjustments [Member] | ||
Restatement of Previously Issued Audit and Unaudited Financial Statements (Details) - Schedule of condensed consolidated statement of changes in stockholders’ equity [Line Items] | ||
Business combination with GPAQ on July 1, 2020 | (30,040,000) | |
Warrants issued in connection with IRG debt settlement | (5,196,116) | |
November 18, 2020 capital raise, net of offering costs | (8,467,000) | |
December 4, 2020 capital raise, net of offering costs | (1,212,000) | |
Net loss | 25,803,116 | |
Restated [Member] | ||
Restatement of Previously Issued Audit and Unaudited Financial Statements (Details) - Schedule of condensed consolidated statement of changes in stockholders’ equity [Line Items] | ||
Business combination with GPAQ on July 1, 2020 | 494,781 | 494,781 |
Warrants issued in connection with IRG debt settlement | ||
November 18, 2020 capital raise, net of offering costs | 14,478,410 | |
December 4, 2020 capital raise, net of offering costs | 2,071,089 | |
Net loss | (8,426,903) | $ (45,685,172) |
Restatement Adjustments [Member] | ||
Restatement of Previously Issued Audit and Unaudited Financial Statements (Details) - Schedule of condensed consolidated statement of changes in stockholders’ equity [Line Items] | ||
Business combination with GPAQ on July 1, 2020 | (30,040,000) | |
Net loss | $ 25,510,000 |
Restatement of Previously Iss_7
Restatement of Previously Issued Audit and Unaudited Financial Statements (Details) - Schedule of consolidated statement of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
As Filed [Member] | |||
Restatement of Previously Issued Audit and Unaudited Financial Statements (Details) - Schedule of consolidated statement of Cash Flows [Line Items] | |||
Net loss | $ (33,936,903) | $ (56,772,990) | $ (71,488,288) |
Change in fair value of warrant liability | |||
Accounts payable and accrued expenses | 28,334,412 | ||
Restatement Adjustments [Member] | |||
Restatement of Previously Issued Audit and Unaudited Financial Statements (Details) - Schedule of consolidated statement of Cash Flows [Line Items] | |||
Net loss | 25,510,000 | 25,510,000 | 25,803,116 |
Change in fair value of warrant liability | (25,510,000) | (25,510,000) | (26,733,116) |
Accounts payable and accrued expenses | 930,000 | ||
Restated [Member] | |||
Restatement of Previously Issued Audit and Unaudited Financial Statements (Details) - Schedule of consolidated statement of Cash Flows [Line Items] | |||
Net loss | (8,426,903) | (31,262,990) | (45,685,172) |
Change in fair value of warrant liability | $ (25,510,000) | $ (25,510,000) | (26,733,116) |
Accounts payable and accrued expenses | $ 29,264,412 |
Restatement of Previously Iss_8
Restatement of Previously Issued Audit and Unaudited Financial Statements (Details) - Condensed Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2020 (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
As Filed [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net loss | $ (33,936,903) | $ (56,772,990) | $ (71,488,288) |
Restatement Adjustments [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net loss | 25,510,000 | 25,510,000 | 25,803,116 |
Change in fair value of warrant liability | (25,510,000) | ||
Restated [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net loss | $ (8,426,903) | (31,262,990) | $ (45,685,172) |
Change in fair value of warrant liability | $ (25,510,000) |