Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 23, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | HALL OF FAME RESORT & ENTERTAINMENT COMPANY | ||
Trading Symbol | HOFV | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 5,646,898 | ||
Entity Public Float | $ 26,948,075 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001708176 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-38363 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-3235695 | ||
Entity Address, Address Line One | 2626 Fulton Drive NW | ||
Entity Address, City or Town | Canton | ||
Entity Address, State or Province | OH | ||
Entity Address, Postal Zip Code | 44718 | ||
City Area Code | (330) | ||
Local Phone Number | 458-9176 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Cash | $ 26,016,547 | $ 10,282,983 |
Restricted cash | 7,499,835 | 7,105,057 |
Investments held to maturity | 17,033,515 | |
Investments available for sale | 4,067,754 | |
Accounts receivable, net | 1,811,143 | 2,367,225 |
Prepaid expenses and other assets | 3,340,342 | 8,350,604 |
Property and equipment, net | 248,826,853 | 180,460,562 |
Right-of-use lease assets | 7,562,048 | |
Project development costs | 140,138,924 | 128,721,480 |
Total assets | 456,296,961 | 337,287,911 |
Liabilities | ||
Notes payable, net | 171,315,860 | 101,360,196 |
Accounts payable and accrued expenses | 17,575,683 | 12,120,891 |
Due to affiliate | 855,485 | 1,818,955 |
Warrant liability | 911,000 | 13,669,000 |
Financing liability | 60,087,907 | |
Derivative liability - interest rate swap | 200,000 | |
Operating lease liability | 3,413,210 | |
Other liabilities | 10,679,704 | 3,740,625 |
Total liabilities | 265,038,849 | 132,709,667 |
Commitments and contingencies (Note 6, 7, and 8) | ||
Stockholders’ equity | ||
Undesignated preferred stock, $0.0001 par value; 4,917,000 shares authorized; no shares issued or outstanding at December 31, 2022 and 2021 | ||
Series B convertible preferred stock, $0.0001 par value; 15,200 shares designated; 200 and 15,200 shares issued and outstanding at December 31, 2022 and 2021, respectively; liquidation preference of $222,011 as of December 31, 2022 | 2 | |
Series C convertible preferred stock, $0.0001 par value; 15,000 shares designated; 15,000 and 0 shares issued and outstanding at December 31, 2022 and 2021, respectively; liquidation preference of $15,707,500 as of December 31, 2022 | 2 | |
Common stock, $0.0001 par value; 300,000,000 shares authorized; 5,604,869 and 4,434,662 shares issued and outstanding at December 31, 2022 and 2021, respectively | 560 | 443 |
Additional paid-in capital | 339,038,466 | 305,126,404 |
Accumulated deficit | (146,898,343) | (99,951,839) |
Total equity attributable to HOFRE | 192,140,685 | 205,175,010 |
Non-controlling interest | (882,573) | (596,766) |
Total equity | 191,258,112 | 204,578,244 |
Total liabilities and stockholders’ equity | $ 456,296,961 | $ 337,287,911 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 4,917,000 | 4,917,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 5,604,869 | 4,434,662 |
Common stock, shares outstanding | 5,604,869 | 4,434,662 |
Series B Convertible Preferred Stock | ||
Convertible preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares designated | 15,200 | 15,200 |
Convertible preferred stock, shares issued | 200 | 15,200 |
Convertible preferred stock, shares outstanding | 200 | 15,200 |
Liquidation preference (in Dollars) | $ 222,011 | |
Series C Convertible Preferred Stock | ||
Convertible preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares designated | 15,000 | 15,000 |
Convertible preferred stock, shares issued | 15,000 | 0 |
Convertible preferred stock, shares outstanding | 15,000 | 0 |
Liquidation preference (in Dollars) | $ 15,707,500 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | ||
Sponsorships, net of activation costs | $ 2,697,487 | $ 6,023,863 |
Event, rents and cost recoveries | 7,116,594 | 986,710 |
Hotel revenues | 6,165,291 | 3,759,811 |
Total revenues | 15,979,372 | 10,770,384 |
Operating expenses | ||
Operating expenses | 35,982,464 | 28,801,125 |
Hotel operating expenses | 5,949,839 | 4,408,691 |
Impairment expense | 1,748,448 | |
Depreciation expense | 12,037,374 | 12,199,148 |
Total operating expenses | 53,969,677 | 47,157,412 |
Loss from operations | (37,990,305) | (36,387,028) |
Other income (expense) | ||
Interest expense, net | (5,377,146) | (3,580,840) |
Amortization of discount on note payable | (6,250,721) | (5,160,242) |
Other income | 604,912 | |
Change in fair value of interest rate swap | (200,000) | |
Change in fair value of warrant liability | 9,422,000 | (48,075,943) |
(Loss) gain on forgiveness of debt | (6,377,051) | 390,400 |
Total other expense | (8,178,006) | (56,426,625) |
Net loss | (46,168,311) | (92,813,653) |
Preferred stock dividends | (1,064,000) | (697,575) |
Loss attributable to non-controlling interest | 285,807 | 400,260 |
Net loss attributable to HOFRE stockholders | $ (46,946,504) | $ (93,110,968) |
Net loss per share, basic and diluted (in Dollars per share) | $ (9.01) | $ (22.69) |
Weighted average shares outstanding, basic and diluted (in Shares) | 5,208,054 | 4,104,358 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Net loss per share,diluted | $ (8.50) | $ (22.69) |
Weighted average shares outstanding,diluted | 5,208,054 | 4,104,358 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Series B Convertible Preferred stock | Series C Convertible Preferred stock | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Total Equity Attributable to HOFRE Stockholders | Non-controlling Interest | Total |
Balance at Dec. 31, 2020 | $ 291 | $ 172,118,807 | $ (6,840,871) | $ 165,278,227 | $ (196,506) | $ 165,081,721 | ||
Balance (in Shares) at Dec. 31, 2020 | 2,913,181 | |||||||
Stock-based compensation on RSU and restricted stock awards | 5,510,134 | 5,510,134 | 5,510,134 | |||||
Stock-based compensation - common stock awards | 72,500 | 72,500 | 72,500 | |||||
Stock-based compensation - common stock awards (in Shares) | 1,136 | |||||||
February 12, 2021 Capital Raise, net of offering costs | $ 56 | 27,561,942 | 27,561,998 | 27,561,998 | ||||
February 12, 2021 Capital Raise, net of offering costs (in Shares) | 556,586 | |||||||
February 18, 2021 Overallotment, net of offering costs | $ 8 | 4,184,990 | 4,184,998 | 4,184,998 | ||||
February 18, 2021 Overallotment, net of offering costs (in Shares) | 83,488 | |||||||
Issuance of vested RSUs | ||||||||
Issuance of vested RSUs (in Shares) | 1,092 | |||||||
Issuance of vested restricted stock awards | ||||||||
Issuance of vested restricted stock awards (in Shares) | 3,021 | |||||||
Sale of Series B preferred stock and warrants | $ 2 | 15,199,998 | 15,200,000 | 15,200,000 | ||||
Sale of Series B preferred stock and warrants (in Shares) | 15,200 | |||||||
Vesting of restricted stock units, net of tax | $ 4 | (4) | ||||||
Vesting of restricted stock units, net of tax (in Shares) | 38,237 | |||||||
Exercise of Warrants | $ 76 | 77,004,066 | 77,004,142 | 77,004,142 | ||||
Exercise of Warrants (in Shares) | 762,507 | |||||||
Sale of common stock under at the market offering | $ 8 | 3,473,971 | 3,473,979 | 3,473,979 | ||||
Sale of common stock under at the market offering (in Shares) | 75,414 | |||||||
Series B preferred stock dividends | (697,575) | (697,575) | (697,575) | |||||
Net loss | (92,413,393) | (92,413,393) | (400,260) | (92,813,653) | ||||
Balance at Dec. 31, 2021 | $ 2 | $ 443 | 305,126,404 | (99,951,839) | 205,175,010 | (596,766) | 204,578,244 | |
Balance (in Shares) at Dec. 31, 2021 | 15,200 | 4,434,662 | ||||||
Stock-based compensation on RSU and restricted stock awards | 3,896,803 | 3,896,803 | 3,896,803 | |||||
Stock-based compensation - common stock awards | 28,500 | 28,500 | 28,500 | |||||
Stock-based compensation - common stock awards (in Shares) | 1,136 | |||||||
Issuance of restricted stock awards | $ 2 | (2) | ||||||
Issuance of restricted stock awards (in Shares) | 15,672 | |||||||
Sale of Series B preferred stock and warrants | (1,064,000) | (1,064,000) | (1,064,000) | |||||
Exchange of Series B preferred stock for Series C preferred stock | $ (2) | $ 2 | ||||||
Exchange of Series B preferred stock for Series C preferred stock (in Shares) | (15,000) | 15,000 | ||||||
Amount paid for fractional shares | (118,344) | (118,344) | (118,344) | |||||
Vesting of restricted stock units, net of tax | $ 3 | (3) | ||||||
Vesting of restricted stock units, net of tax (in Shares) | 29,710 | |||||||
Sale of shares under ATM | $ 98 | 20,403,418 | 20,403,516 | 20,403,516 | ||||
Sale of shares under ATM (in Shares) | 988,007 | |||||||
Shares issued in connection with modification of notes payable | $ 4 | 803,057 | 803,061 | 803,061 | ||||
Shares issued in connection with modification of notes payable (in Shares) | 39,091 | |||||||
Warrants issued in connection with modification of notes payable | 1,088,515 | 1,088,515 | 1,088,515 | |||||
Shares issued in connection with issuance of notes payable | $ 1 | 75,418 | 75,419 | 75,419 | ||||
Shares issued in connection with issuance of notes payable (in Shares) | 5,682 | |||||||
Warrants issued in connection with issuance of notes payable | 18,709 | 18,709 | 18,709 | |||||
Shares issued in connection with IRG restructuring | $ 9 | 1,309,991 | 1,310,000 | 1,310,000 | ||||
Shares issued in connection with IRG restructuring (in Shares) | 90,909 | |||||||
Modification of Series C and Series D warrants | 3,736,000 | 3,736,000 | 3,736,000 | |||||
Modification of warrants in connection with IRG restructuring | 2,670,000 | 2,670,000 | 2,670,000 | |||||
Series B preferred stock dividends | (1,064,000) | |||||||
Net loss | (45,882,504) | (45,882,504) | (285,807) | (46,168,311) | ||||
Balance at Dec. 31, 2022 | $ 2 | $ 560 | $ 339,038,466 | $ (146,898,343) | $ 192,140,685 | $ (882,573) | $ 191,258,112 | |
Balance (in Shares) at Dec. 31, 2022 | 200 | 15,000 | 5,604,869 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows From Operating Activities | ||
Net loss | $ (46,168,311) | $ (92,813,653) |
Adjustments to reconcile net loss to cash flows used in operating activities | ||
Depreciation expense | 12,037,374 | 12,199,148 |
Amortization of note discounts | 6,250,721 | 5,160,242 |
Amortization of financing liability | 1,156,362 | |
Bad debt expense | 807,877 | |
Impairment expense | 1,748,448 | |
Interest income on investments held to maturity | (72,917) | |
Interest paid in kind | 3,969,093 | 2,091,990 |
Loss (gain) on extinguishment of debt | 6,377,051 | (390,400) |
Change in fair value of warrant liability | (9,422,000) | 48,075,943 |
Change in fair value of interest rate swap | 200,000 | |
Stock-based compensation expense | 3,925,303 | 5,582,634 |
Non-cash lease expense | 179,898 | |
Change in fair value of securities available for sale | (67,754) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (251,795) | (1,054,178) |
Prepaid expenses and other assets | 289,396 | (680,999) |
Accounts payable and accrued expenses | 9,924,830 | 1,113,976 |
Operating Leases | 17,753 | |
Due to affiliates | 3,015,292 | 95,399 |
Other liabilities | 2,939,079 | (1,891,179) |
Net cash used in operating activities | (4,892,748) | (20,762,629) |
Cash Flows From Investing Activities | ||
Additions to project development costs and property and equipment | (95,167,689) | (70,734,055) |
Investment in securities held to maturity | (16,960,598) | |
Net cash used in investing activities | (112,128,287) | (70,734,055) |
Cash Flows From Financing Activities | ||
Proceeds from notes payable | 79,196,400 | 37,004,153 |
Payment for fractional shares | (118,344) | |
Repayments of notes payable | (19,256,319) | (39,941,576) |
Payment of financing costs | (11,559,606) | (1,569,779) |
Payment of dividends | (750,000) | (193,333) |
Proceeds from sale of common stock under ATM | 20,777,893 | 3,099,602 |
Proceeds from sale of Series B preferred stock and warrants | 15,200,000 | |
Proceeds from equity raises, net of offering costs | 31,746,996 | |
Proceeds from failed sale leaseback | 65,588,519 | |
Payment on sale leaseback | (729,166) | |
Proceeds from exercise of warrants | 23,485,200 | |
Net cash provided by financing activities | 133,149,377 | 68,831,263 |
Net increase (decrease) in cash and restricted cash | 16,128,342 | (22,665,421) |
Cash and restricted cash, beginning of year | 17,388,040 | 40,053,461 |
Cash and restricted cash, end of year | 33,516,382 | 17,388,040 |
Cash | 26,016,547 | 10,282,983 |
Restricted Cash | 7,499,835 | 7,105,057 |
Total cash and restricted cash | 33,516,382 | 17,388,040 |
Supplemental disclosure of cash flow information | ||
Cash paid during the year for interest | 7,377,808 | 3,068,627 |
Cash paid for income taxes | ||
Non-cash investing and financing activities | ||
Project development cost acquired through accounts payable and accrued expenses, net | 3,346,580 | 5,929,913 |
Settlement of warrant liability | 53,518,943 | |
Reclassify amounts from capitalized development costs to property and equipment | 53,752,242 | 34,938,544 |
Amendment of Series C warrant liability for equity classification | 3,336,000 | |
Amendment of Series C and D warrants | 400,000 | |
Accrued dividends | 314,000 | 504,242 |
ATM proceeds receivable | 374,377 | |
Initial value of right of use asset upon adoption of ASC 842 | 7,741,955 | |
Amounts due to affiliate exchanged for note payable | 3,978,762 | |
Accrued interest rolled into notes payable in connection with modification | 1,437,458 | |
Shares issued in connection with amendment of notes payable | 803,061 | |
Warrants issued in connection with amendment of notes payable | 1,088,515 | |
Shares issued in connection with issuance of notes payable | 75,419 | |
Warrants issued in connection with issuance of notes payable | 18,709 | |
Shares issued in connection with IRG debt restructuring | 1,310,000 | |
Increase in fair value of warrants in connection with IRG debt restructuring | 2,670,000 | |
Penny warrants received in consideration of sports betting agreement | $ 4,000,000 |
Organization, Nature of Busines
Organization, Nature of Business, and Liquidity | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Nature of Business, and Liquidity [Abstract] | |
Organization, Nature of Business, and Liquidity | Note 1: Organization, Nature of Business, and Liquidity 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 as the “Business Combination”. 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, a multi-use sports, entertainment, and media destination centered around the PFHOF’s campus. The Company is pursuing a differentiation strategy across three pillars, including destination-based assets, HOF Village Media Group, LLC (“Hall of Fame Village Media”), and gaming. The Company is located in the only tourism development district in the state of Ohio. The Company has entered into multiple agreements with PFHOF, 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 sits, portions of which are owned by the Company and portions of which are net leased to the Company by government and quasi-governmental entities (see Note 9 for additional information). Under these agreements, the PFHOF and the lessor entities are entitled to use portions of the Hall of Fame Village on a direct-cost basis. Reverse Stock Split On December 27, 2022, the Company effectuated a reverse stock split of its shares of common stock at a ratio of 1-for-22. See Note 5, Stockholders’ Equity, for additional information. As a result, the number of shares and income (loss) per share disclosed throughout this Annual Report on Form 10-K have been retrospectively adjusted to reflect the reverse stock split. COVID-19 Since 2020, the world has been impacted by the novel coronavirus (“COVID-19”) pandemic. The COVID-19 pandemic and measures to prevent its spread have 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 ForeverLawn Sports Complex, which has also negatively impacted the Company’s ability to sell sponsorships. Further, the COVID-19 pandemic has caused a number of supply chain disruptions, which have negatively impacted the Company’s ability to obtain the materials needed to complete construction as well as increases in the costs of materials and labor. The continued impact of these disruptions and the ultimate extent of their adverse impact on the Company’s financial and operating results will continue to be dictated by the length of time that such disruptions continue, which will, in turn, depend on the currently unpredictable duration and severity of the impacts of the COVID-19 pandemic, and among other things, the impact of governmental actions imposed in response to the COVID-19 pandemic as well as individuals’ and companies’ risk tolerance regarding health matters going forward and developing strain mutations. Liquidity The Company has sustained recurring losses through December 31, 2022. Since inception, the Company’s operations have been funded principally through the issuance of debt and equity. As of December 31, 2022, the Company had approximately $26 million of unrestricted cash, $7.5 million of restricted cash, and $17 million of liquid investments held to maturity, consisting primarily of U.S. treasury securities. The Company has approximately $16.9 million of debt coming due through March 27, 2024. The Company has entered into the following financing transactions. See Notes 4, 12 and 15, for more information on these transactions. On March 1, 2022, the Company and ErieBank agreed to extend the MKG DoubleTree Loan (as defined in Note 4) in principal amount of $15,300,000 to September 13, 2023. On March 1, 2022, the Company executed a series of transactions with affiliates of Industrial Realty Group, LLC, a Nevada limited liability company that is controlled by the Company’s director Stuart Lichter (“IRG”), and JKP Financial LLC (“JKP”), whereby the IRG affiliates and JKP extended certain of the Company’s debt in aggregate principal amount of $22,853,831 to March 31, 2024. On June 16, 2022, the Company entered into a loan agreement with CH Capital Lending LLC, which is an affiliate of the Company’s director Stuart Lichter (“CH Capital Lending”), whereby CH Capital Lending agreed to lend the Company $10,500,000. On June 16, 2022, the Company entered into a loan agreement with Stark Community Foundation, whereby Stark Community Foundation agreed to lend to the Company $5,000,000. Through December 31, 2022, the total of $5,000,000 has been provided to the Company. On July 1, 2022, the Company entered into an Energy Project Cooperative Agreement (the “EPC Agreement”) with Canton Regional Energy Special Improvement District, Inc., SPH Canton St, LLC, an affiliate of Stonehill Strategic Capital, LLC and City of Canton, Ohio. Under the EPC Agreement, the Company was provided $33,387,844 in Property Assessed Clean Energy (“PACE”) financing. On August 31, 2022, the Company entered into a Business Loan Agreement (the “Business Loan Agreement”) with Stark County Port Authority (“Stark Port Authority”), pursuant to which the Company borrowed $5,000,000 (the “SCPA Loan”). On September 15, 2022, the Company entered into a Business Loan Agreement with the City of Canton, Ohio (“City of Canton”), pursuant to which the Company borrowed $5,000,000 (the “Canton Loan”). On September 27, 2022, the Company entered into a loan agreement with The Huntington National Bank, pursuant to which the lender agreed to loan up to $10,000,000, which may be drawn upon the retail center project achieving certain debt service coverage ratios. To date the Company has not received any funding from this loan agreement. On September 27, 2022, the Company received approximately $14.7 million in proceeds from a failed sale-leaseback, net of financing costs and amounts held by the Landlord for future debt service. The Company recorded this transaction as a financing liability on the accompanying consolidated balance sheet. On October 19, 2022, HOF Village Center for Performance, LLC and HOF Village Newco, LLC, subsidiaries of the Company, entered an Ohio Enterprise Bond Fund transaction (“OEBF”) with the State of Ohio and Stark County Port Authority. The OEBF issued $7,500,000 of Series 2022-3 bonds, the proceeds of which were loaned to the Stark County Port Authority and used to purchase Series 2022-A bonds. On November 7, 2022, the Company received approximately $49 million in net proceeds from a failed sale-leaseback, net of financing costs. On December 7, 2022, the Company announced it received a $15.8 million Transformational Mixed-Use Development (TMUD) tax credit award from the Ohio Tax Credit Authority and the Ohio Department of Development for construction of the waterpark and Hilton Tapestry hotel. In January 2023, the Company sold 2,400 shares of the Company’s 7.00% Series A Cumulative Redeemable Preferred Stock, par value $0.0001 per share for an aggregate purchase price of $2,400,000. On February 2, 2023, the Company received proceeds from the issuance by Stark County Port Authority of $18,000,000 principal amount Tax Increment Financing Revenue Bonds, Series 2023. The Company believes that, as a result of the Company’s demonstrated historical ability to finance and refinance debt, the transactions described above and its current ongoing negotiations, it will have sufficient cash and future financing to meet its funding requirements over the next 12 months from the issuance of these consolidated financial statements. 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 | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements of the Company for the years ended December 31, 2022 and 2021 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 portion of Mountaineer’s net income (loss) that is not attributable to the Company is included in non-controlling interest. Reclassification Certain financial statement line items of the Company’s historical presentation have been reclassified to conform to the corresponding financial statement line items in 2022. These reclassifications have no material impact on the historical operating loss, net loss, total assets, total liabilities, or Stockholders’ equity previously reported. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). 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. The Company will cease to be an emerging growth company on December 31, 2023. 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 Securities 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 an 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 long-lived assets, potential impairment, accounting for debt modifications and extinguishments, evaluating the Company’s sale-leaseback transactions, stock-based compensation, and fair value of financial instruments (including the fair value of the Company’s warrant liability). 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, par value $0.0001 per share (“Common Stock”) that are not indexed to its own stock as liabilities at fair value on the balance sheet under U.S. GAAP. 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 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. 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 for 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. Impairment of Long-Lived Assets 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, including right of use assets and software development costs, 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. In August 2021, management determined that previously capitalized costs for the construction of the Center for Performance should be written off because of significant changes to the plans for the project that render certain of the current capitalized costs no longer of use for the Center for Performance. Management reviewed its capitalized costs and identified the costs that had no future benefit. As a result, in the third quarter of 2021, the Company recorded a $1,748,448 charge as an impairment of project development costs within the accompanying statement of operations. The Company experienced no triggering events, nor had an impairments of long-lived assets during the year ended December 31, 2022. 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 as of December 31, 2022 and 2021, 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 as of December 31, 2022 and 2021 were $7,499,835 and $7,105,057, respectively. Investments The Company from time to time invests in debt and equity securities, including companies engaged in complementary businesses. All marketable equity and debt securities held by the Company are accounted for under ASC Topic 320, “Investments – Debt and Equity Securities.” As of December 31, 2022, the Company held $17,033,515 in securities to be held to maturity consisting of U.S government securities carried at amortized cost. The Company recognizes interest income on these securities ratably over their term utilizing the interest method. As of December 31, 2022, the Company also had $4,067,754 in securities available for sale, which are marked to market value at each reporting period. 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. As of December 31, 2022 and 2021, the Company has recorded an allowance for doubtful accounts of $5,575,700 and $0, respectively. (See Note 6). 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, net” on the accompanying consolidated balance sheet. Upon an extinguishment of debt (or a modification that is treated as an extinguishment), the remaining deferred financing costs are expensed against “Gain/Loss on Extinguishment of Debt”. Revenue Recognition The Company follows the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“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, recognize revenue on a straight-line basis over the time period specified in the contract. The excess of amounts contractually due over the amounts of sponsorship revenue recognized are included in other liabilities on the accompanying consolidated balance sheets. Contractually due but unpaid sponsorship revenue are included in accounts receivable on the accompanying consolidated balance sheet. 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. Rental revenue for long term leases is recorded on a straight-line basis over the term of the lease beginning on the commencement date. 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., package 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 price of each component. 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, 2022 and 2021, 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 incurred for penalties and interest for the years ended December 31, 2022 and 2021. 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 2018 through 2021 remain subject to examination. 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, 202 and 202 , it only has one operating segment, given that its chief operating decision maker reviews the Company’s results solely on a consolidated basis. Advertising The Company expenses all advertising and marketing costs as they are incurred and records them as “Operating expenses” on the Company’s consolidated statements of operations. Total advertising and marketing costs for the years ended December 31, 2022 and 2021 were $484,468 and $611,843, respectively. 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 expensed when incurred. Once the development of the product establishes technological feasibility, the Company will begin capitalizing these costs. Management exercises its judgement in determining when technological feasibility is established based on 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 are included in “Capitalized Development Costs” within the Company’s consolidated balance sheet. Film and Media Costs The Company capitalizes all costs to develop films and related media as an asset, included in “project development costs” on the Company’s consolidated balance sheet. The costs for each film or media will be expensed over the expected release period. Interest Rate Swap To estimate fair value for the Company’s interest rate swap agreements, the Company utilizes a present value of future cash flows, leveraging a model-derived valuation that uses Level 2 observable inputs such as interest rate yield curves. The changes in fair value of the Company’s interest rate swap is recorded within other income and expense on the Company’s consolidated statement of operations. 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 FASB’s ASC 820–10, Fair Value Measurement The three levels of fair value hierarchy defined by ASC 820–10-20 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, investments available for sale and interest rate swaps. The Company revalues such liabilities at every reporting period and recognizes gains or losses on the change in fair value of the warrant liabilities as “change in fair value of warrant liabilities” in the consolidated statements of operations. 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, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Level 2022 2021 Warrant liabilities – Public Series A Warrants 1 $ 748,000 $ 4,617,000 Warrant liabilities – Private Series A Warrants 3 - 110,000 Warrant liabilities – Series B Warrants 3 163,000 2,416,000 Warrant liabilities – Series C Warrants 3 - 6,526,000 Fair value of aggregate warrant liabilities $ 911,000 $ 13,669,000 Fair value of interest rate swap liability 2 $ 200,000 $ - Investments available for sale 3 $ 4,067,754 $ - The Series A Warrants issued to the previous shareholders of GPAQ (the “Public Series A 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 Series A Warrants issued to the sponsors of GPAQ (the “Private Series A Warrants”), the Series B Warrants issued in the Company’s November 2020 follow-on public offering, and the Series C Warrants issued in the Company’s December 2020 private placement (“Series C Warrants”), for which there is no current market for these securities, and 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 appropriately. Subsequent measurement The following table presents the changes in fair value of the warrant liabilities: Public Series A Warrants Private Series A Warrants Series B Warrants Series C Warrants Total Warrant Liability Fair value as of December 31, 2021 $ 4,617,000 $ 110,000 $ 2,416,000 $ 6,526,000 $ 13,669,000 Amendment of warrants to equity classification - - - (3,336,000 ) (3,336,000 ) Change in fair value (3,869,000 ) (110,000 ) (2,253,000 ) (3,190,000 ) (9,422,000 ) Fair value as of December 31, 2022 $ 748,000 $ - $ 163,000 $ - $ 911,000 On March 1, 2022, the Company and CH Capital Lending amended the Series C Warrants. The amendments, among other things, remove certain provisions that previously caused the Series C Warrants to be accounted for as a liability. The key inputs into the Black Scholes valuation model for the Level 3 valuations as of December 31, 2022 and 2021 are as follows: December 31, 2022 March 1, 2022 December 31, 2021 Private Series A Warrants Series B Warrants Series C Warrants Private Series A Warrants Series B Warrants Series C Warrants Term (years) 2.5 2.9 3.8 3.5 3.9 4.0 Stock price $ 8.06 $ 8.06 $ 22.22 $ 33.44 $ 33.44 $ 33.44 Exercise price $ 253.11 $ 30.81 $ 30.81 $ 253.11 $ 30.81 $ 30.81 Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Expected volatility 52.27 % 63.86 % 54.7 % 50.6 % 50.6 % 50.6 % Risk free interest rate 4.22 % 4.22 % 1.5 % 1.3 % 1.3 % 1.3 % Number of shares 95,576 170,862 455,867 95,576 170,862 455,867 The valuation of the investments available for sale were based on sales of similar equity instruments in the time periods near to the measurement dates. Net Income (Loss) Per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the periods. Diluted net income (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. For the years ended December 31, 2022 and 2021, the Company was in a loss position and therefore all potentially dilutive securities would be anti-dilutive and the calculations are presented on the accompanying consolidated statements of operations. As of December 31, 2022 and 2021, 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 Years Ended 2022 2021 Warrants to purchase shares of Common Stock 2,003,649 1,861,715 Unvested restricted stock awards - 10,848 Unvested restricted stock units to be settled in shares of Common Stock 134,799 100,323 Shares of Common Stock issuable upon conversion of convertible notes 3,245,847 158,496 Shares of Common Stock issuable upon conversion of Series B Preferred Stock 2,971 225,787 Shares of Common Stock issuable upon conversion of Series C Preferred Stock 454,545 - Total potentially dilutive securities 5,841,811 2,357,169 Recent Accounting Standards In February 2016, FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) 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. 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 May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. ASU 2021-04 addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021 and interim periods within those fiscal years, which is fiscal 2023 for us, with early adoption permitted. The Company adopted this ASU on January 1, 2022, which did not have a significant impact on the Company’s financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which amends the accounting standards for convertible debt instruments that may be settled entirely or partially in cash upon conversion. ASU No. 2020-06 eliminates requirements to separately account for liability and equity components of such convertible debt instruments and eliminates the ability to use the treasury stock method for calculating diluted earnings per share for convertible instruments whose principal amount may be settled using shares. Instead, ASU No. 2020-06 requires (i) the entire amount of the security to be presented as a liability on the balance sheet and (ii) application of the “if-converted” method for calculating diluted earnings per share. The required use of the “if-converted” method will not impact the Company’s diluted earnings per share as long as the Company is in a net loss position. The guidance in ASU No. 2020-06 is required for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2021, for public business entities. Early adoption is permitted, but no earlier than annual reporting periods beginning after December 15, 2020, including interim periods within those annual reporting periods. The Company early adopted this guidance for the fiscal year beginning January 1, 2022, and did so on a modified retrospective basis, without requiring any adjustments. Subsequent Events Subsequent events have been evaluated through March 27, 2023, the date the consolidated financial statements were issued. Except for as disclosed in Notes 1 and 15, no other events have been identified requiring disclosure or recording. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 3: Property and Equipment Property and equipment consists of the following: Useful Life December 31, December 31, Land $ 12,414,473 $ 4,186,090 Land improvements 25 years 51,808,296 31,194,623 Building and improvements 15 to 39 years 239,068,974 192,384,530 Equipment 5 to 10 years 7,212,246 2,338,894 Property and equipment, gross 310,503,989 230,104,137 Less: accumulated depreciation (61,677,136 ) (49,643,575 ) Property and equipment, net $ 248,826,853 $ 180,460,562 Project development costs $ 140,138,924 $ 128,721,480 For the years ended December 31, 2022 and 2021, the Company recorded depreciation expense of $12,037,374 and $12,199,148, respectively. For the years ended December 31, 2022 and 2021, the Company incurred $65,221,191 and $58,581,466 of capitalized project development costs, respectively. For the years ended December 31, 2022 and 2021, the Company transferred $53,803,747 and $36,080,677 from Construction in Progress to Property and Equipment, respectively. Included in project development costs are film development costs of $982,000 and $464,000 as of December 31, 2022 and 2021, respectively. |
Notes Payable, Net
Notes Payable, Net | 12 Months Ended |
Dec. 31, 2022 | |
Notes Payable, Net [Abstract] | |
Notes Payable, net | Note 4: Notes Payable, net Notes payable, net consisted of the following at December 31, 2022 (1) Interest Rate Maturity Gross Discount Net Stated Effective Date Preferred equity loan (2) $ 3,600,000 $ - $ 3,600,000 7.00 % 7.00 % Various City of Canton Loan (3) 3,450,000 (5,333 ) 3,444,667 0.50 % 0.53 % 7/1/2027 New Market/SCF 2,999,989 - 2,999,989 4.00 % 4.00 % 12/30/2024 JKP Capital Loan (5)(6) 9,158,711 - 9,158,711 12.50 % 12.50 % 3/31/2024 MKG DoubleTree Loan (7) 15,300,000 - 15,300,000 9.25 % 9.25 % 9/13/2023 Convertible PIPE Notes 26,525,360 (8,097,564 ) 18,427,796 10.00 % 24.40 % 3/31/2025 Canton Cooperative Agreement 2,620,000 (168,254 ) 2,451,746 3.85 % 5.35 % 5/15/2040 CH Capital Loan (5)(6)(8) 8,846,106 - 8,846,106 12.50 % 12.50 % 3/31/2024 Constellation EME #2 (4) 3,536,738 - 3,536,738 5.93 % 5.93 % 4/30/2026 IRG Split Note (5)(6)(9) 4,302,437 - 4,302,437 12.50 % 12.50 % 3/31/2024 JKP Split Note (5)(6)(9) 4,302,437 - 4,302,437 12.50 % 12.50 % 3/31/2024 ErieBank Loan 19,465,282 (536,106 ) 18,929,176 8.50 % 8.74 % 12/15/2034 PACE Equity Loan 8,250,966 (273,031 ) 7,977,935 6.05 % 6.18 % 7/31/2047 PACE Equity CFP 2,437,578 (27,586 ) 2,409,992 6.05 % 6.10 % 7/31/2046 CFP Loan (6)(10) 4,027,045 - 4,027,045 12.50 % 12.50 % 3/31/2024 Stark County Community Foundation 5,000,000 - 5,000,000 6.00 % 6.00 % 5/31/2029 CH Capital Bridge Loan (6) 10,485,079 - 10,485,079 12.50 % 12.50 % 3/31/2024 Stadium PACE Loan 33,387,844 (4,091,382 ) 29,296,462 6.00 % 6.51 % 1/1/2049 Stark County Infrastructure Loan 5,000,000 - 5,000,000 6.00 % 6.00 % 8/31/2029 City of Canton Infrastructure Loan 5,000,000 (11,572 ) 4,988,428 6.00 % 6.04 % 6/30/2029 TDD Bonds 7,500,000 (668,884 ) 6,831,116 5.41 % 5.78 % 12/1/2046 Total $ 185,195,572 $ (13,879,712 ) $ 171,315,860 Notes payable, net consisted of the following at December 31, 2021: Gross Discount Net TIF loan (11) $ 9,451,000 $ (1,611,476 ) $ 7,839,524 Preferred equity loan (2) 3,600,000 - 3,600,000 City of Canton Loan (3) 3,500,000 (6,509 ) 3,493,491 New Market/SCF 2,999,989 - 2,999,989 Constellation EME 5,227,639 - 5,227,639 JKP Capital loan 6,953,831 - 6,953,831 MKG DoubleTree Loan 15,300,000 (83,939 ) 15,216,061 Convertible PIPE Notes 24,059,749 (11,168,630 ) 12,891,119 Canton Cooperative Agreement 2,670,000 (174,843 ) 2,495,157 Aquarian Mortgage Loan (8) 7,400,000 (439,418 ) 6,960,582 Constellation EME #2 (4) 4,455,346 - 4,455,346 IRG Note (9) 8,500,000 - 8,500,000 ErieBank Loan 13,353,186 (598,966 ) 12,754,220 PACE Equity Loan 8,250,966 (277,729 ) 7,973,237 Total $ 115,721,706 $ (14,361,510 ) $ 101,360,196 During the years ended December 31, 2022 and 2021, the Company recorded amortization of note discounts of $6,250,721 and $5,160,242, respectively. During years ended December 31, 2022 and 2021, the Company recorded paid-in-kind interest of $3,969,092 and $2,091,990, respectively. See below footnotes for the Company’s notes payable: (1) The Company’s notes payable are subject to certain customary financial and non-financial covenants. As of December 31, 2022 and 2021 the Company was in compliance with all of its notes payable covenants. Many of the Company’s notes payable are secured by the Company’s developed and undeveloped land and other assets. (2) The Company had 3,600 and 1,800 shares of Series A Preferred Stock outstanding and 52,800 and 52,800 shares of Series A Preferred Stock authorized as of December 31, 2022 and 2021, respectively. The Series A Preferred Stock is required to be redeemed for cash after five years from the date of issuance. (3) 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. (4) The Company also has a sponsorship agreement with Constellation New Energy, Inc., the lender of the Constellation EME #2 note. (5) On March 1, 2022, the Company entered into amendments to certain of its IRG and IRG-affiliated notes payable. See discussion below for the accounting and assumptions used in the transactions. (6) On November 7, 2022, the Company entered into amendments to certain of its IRG and IRG-affiliated notes payable. See discussion below for the accounting and assumptions used in the transactions. (7) On March 1, 2022, HOF Village Hotel II, LLC, a subsidiary of the Company, entered into an amendment to the MKG DoubleTree Loan with the Company’s director, Stuart Lichter, as guarantor, and ErieBank, a division of CNB Bank, a wholly owned subsidiary of CNB Financial Corporation, as lender, which extended the maturity to September 13, 2023. The Company accounted for this amendment as a modification, and expensed approximately $38,000 in loan modification costs. (8) On March 1, 2022, CH Capital Lending purchased and acquired, the Company’s $7.4 million Aquarian Mortgage Loan (as thereafter amended and acquired by CH Capital Lending, the “CH Capital Loan”). (9) On March 1, 2022, pursuant to an Assignment of Promissory Note, dated March 1, 2022, IRG assigned (a) a one-half (½) interest in the IRG Note to IRG (the “IRG Split Note”) and (b) a one-half (½) interest in the IRG Note to JKP (the “JKP Split Note”). See “IRG Split Note” and “JKP Split Note”, below. (10) See “CFP Loan”, below, for a description of the loan along with the valuation assumptions used to value the warrants issued in connection with the loan. (11) See “TIF Loan”, below, for a description of the loan. Accrued Interest on Notes Payable As of December 31, 2022 and 2021, accrued interest on notes payable, were as follows: December 31, December 31, TIF loan $ - $ 22,208 Preferred equity loan 64,575 203,350 CFP Loan 5,245 89,682 City of Canton Loan 1,555 5,979 JKP Capital Note - 1,251,395 MKG DoubleTree Loan 121,656 - Canton Cooperative Agreement 48,708 39,416 CH Capital Loan 55,328 - IRG Split Note 28,490 - JKP Split Note 35,138 - ErieBank Loan 140,394 26,706 PACE Equity Loan 213,842 30,824 CH Capital Bridge Loan 70,659 - Stadium PACE Loan 166,939 - TDD Bonds 13,533 - Total $ 966,062 $ 1,669,560 The amounts above were included in “accounts payable and accrued expenses” on the Company’s consolidated balance sheets. March 1, 2022 Refinancing Transactions On March 1, 2022, the Company amended certain of its IRG and IRG-affiliate held loans. This included the IRG Split Note, the JKP Split Note, the CH Capital Loan, and the JKP Capital Loan. The amendments (i) revised the outstanding principal balance of the loans to include interest that has accrued and has not been paid as of March 1, 2022 in the aggregate amount of $1,437,459, and (ii) extends the maturity of the loans to March 31, 2024, and (iii) amends the loans to be convertible into shares of Common Stock at a conversion price of $30.80 per share ($23.98 per share for the JKP Split Note and JKP Capital Loan), subject to adjustment. The conversion price is subject to a weighted-average antidilution adjustment. As part of the consideration for the amendments, the Company issued an aggregate of 39,091 shares of common stock, amended the Series C Warrants and Series D Warrants (See Note 6), and issued Series E Warrants and Series F Warrants. The Company accounted for these transactions as an extinguishment, given that a substantive conversion feature was added to the notes. The Company recorded the relative fair value of the shares of Common Stock and warrants as a discount against the notes. The following assumptions were used to calculate the fair value of warrants: Term (years) 5.0 Stock price $ 22.22 Exercise price $ 2 3.98-30.80 Dividend yield 0.0 % Expected volatility 51.2 % Risk free interest rate 1.6 % The Company recorded an aggregate loss on this refinancing transaction of $148,472. 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, which are eligible uses of tax-incremental funding (“TIF”) proceeds. 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. On December 27, 2022, the Company paid $9.7 million to reacquire the TIF bonds related to the Stadium PACE agreement. In January 2023, the DFA Summit issued new bonds as TIF proceeds. See Note 15, subsequent events. November 7, 2022 Refinancing Transactions On November 7, 2022, the Company and IRG a entered into a letter agreement (the “IRG Letter Agreement”) whereby IRG agreed that IRG’s affiliates and related parties (“IRG Affiliate Lenders”) will provide the Company and its subsidiaries with certain financial support described below in exchange for certain consideration described below. The financial support provided under the IRG Letter Agreement consists of the following (“IRG Financial Support”): (a) Extend the CH Capital Bridge Loan maturity to March 31, 2024 (b) Release the first position mortgage lien on the Tom Benson Hall of Fame Stadium (c) Provide a financing commitment for the Company’s Hilton Tapestry Hotel (d) Provide a completion guarantee for the Company’s waterpark (e) Amend IRG loans to provide an optional one-year extension of maturity option to March 31, 2025 for a one percent fee In exchange, the Company agreed in the IRG Letter Agreement to: (a) Issue 90,909 shares to IRG and pay $4,500,000 in cash out of the Oak Street financing (See Note 12) (b) Increase interest rate on all IRG loans to 12.5% per annum (c) Make all IRG loans convertible at $12.77 per share (d) Modify the Series C through Series G Warrants to be exercisable at $12.77 per share In the IRG Letter Agreement, IRG and the Company agreed to comply with all federal and state securities laws and Nasdaq listing rules and to insert “blocker” provisions for the above-described re-pricing of the warrants and the conversion provisions, such that the total cumulative number of shares of Common Stock that may be issued to IRG and its affiliated and related parties pursuant to the IRG Letter Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following Approval (defined below). In addition, the provisions of the IRG Letter Agreement are limited by Nasdaq Listing Rule 5635(c). The Company accounted for these transactions as an extinguishment, given that a substantive conversion feature was added to the notes or the fair value of the existing conversion features increased by greater than 10%. The Company recorded the relative fair value of the shares of warrants as a discount against the notes. The following assumptions were used to calculate the fair value of warrants: Term (years) 3.1- 4.5 Stock price $ 14.41 Exercise price $ 23.98-30.80 Dividend yield 0.0 % Expected volatility 63.9 % Risk free interest rate 4.8 % The Company recorded an aggregate loss on this refinancing transaction of $6,228,579. CFP Loan On April 27, 2022, Midwest Lender Fund, LLC, a limited liability company wholly owned by our director Stuart Lichter (“MLF”), loaned $4,000,000 (the “CFP Loan”) to HOF Village Center For Performance, LLC (“HOF Village CFP”). Interest accrues on the outstanding balance of the CFP Loan at 6.5% per annum, compounded monthly. The CFP Loan matures on April 30, 2023 or if HOF Village CFP exercises its extension option, April 30, 2024. The CFP Loan is secured by a mortgage encumbering the Center For Performance. As part of the consideration for making the Loan, on June 8, 2022 following stockholder approval, the Company issued to MLF: (A) 5,681 shares (the “Commitment Fee Shares”) of Common Stock, and (B) a warrant to purchase 5,681 shares of Common Stock (“Series G Warrants”). The exercise price of the Series G Warrants will be $33 per share. The Series G Warrants will become exercisable one year after issuance, subject to certain terms and conditions set forth in the Series G Warrants. Unexercised Series G Warrants will expire five years after issuance. The exercise price of the Series G Warrants will be subject to a weighted-average antidilution adjustment. The Company recorded the relative fair value of the shares of Common Stock and Series G Warrants as a discount against the CFP Loan. The following assumptions were used to calculate the fair value of Series G Warrants: Term (years) 5.0 Stock price $ 13.64 Exercise price $ 33.00 Dividend yield 0.0 % Expected volatility 52.4 % Risk free interest rate 3.0 % Number of shares 5,681 On November 7, 2022, the Company further amended the CFP Loan in order to add an extension option that the Company may exercise at any time in order to extend the CFP Loan to March 31, 2025. In exchange for the amendment, the interest rate of the CFP Loan was increased to 12.5% per annum. Huntington Loan On September 27, 2022, HOF Village Retail I, LLC and HOF Village Retail II, LLC, subsidiaries of the Company, as borrowers (the “Subsidiary Borrowers”), entered into a loan agreement with The Huntington National Bank, pursuant to which the lender agreed to loan up to $10,000,000 to the Subsidiary Borrowers, which may be drawn upon the Project achieving certain debt service coverage ratios. Under the Note, the outstanding amount of the Loan bears interest at a per annum rate equal to the Term SOFR (as defined in the Note) plus a margin ranging from 2.60% to 3.50% per annum. The Loan matures on September 27, 2024 (the “Initial Maturity Date”). However, Subsidiary Borrowers have the option (the “Extension Option”) to extend the Initial Maturity Date for an additional thirty six (36) months. As of December 31, 2022, the Company has not drawn under the loan agreement. Additionally, in connection with the Huntington Loan, on September 27, 2022, the Company entered into an interest rate swap agreement with a notional amount of $10 million to hedge a portion of the Company’s outstanding Secured Overnight Financing Rate (“SOFR”) debt with a fixed interest rate of 4.0%. The effective date of the interest rate swap is October 1, 2024 and the termination date is September 27, 2027. Future Minimum Principal Payments The minimum required principal payments on notes payable outstanding as of December 31, 2022 are as follows: For the years ending December 31, Amount 2023 $ 16,744,801 2024 46,404,272 2025 30,877,498 2026 3,655,408 2027 4,281,371 Thereafter 83,232,222 Total Gross Principal Payments $ 185,195,572 Less: Discount (13,879,712 ) Total Net Principal Payments $ 171,315,860 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders’ Equity [Abstract] | |
Stockholders’ Equity | Note 5: Stockholders’ Equity Reverse Stock Split On September 29, 2022, our stockholders approved amendments to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our shares of common stock, and our Board approved a final reverse stock split ratio of 1-for-22. The reverse stock split became effective on December 27, 2022. On the effective date, every 22 shares of issued and outstanding common stock were combined and converted into one issued and outstanding share of common stock. Fractional shares were cancelled, and stockholders received cash in lieu thereof in the aggregate amount of $118,344. The number of authorized shares of common stock and the par value per share of common stock remains unchanged. A proportionate adjustment was also made to the maximum number of shares of common stock issuable under the Hall of Fame Resort & Entertainment Company Amended 2020 Omnibus Incentive Plan (the “Plan”). As a result, the number of shares and income (loss) per share disclosed throughout this Annual Report on Form 10-K have been retrospectively adjusted to reflect the reverse stock split. Where applicable, the disclosures below have been adjusted to reflect the 1-for-22 reverse stock split effective December 27, 2022. 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, without stockholder approval, of up to 5,000,000 shares of preferred stock, par value $0.0001. Series A Preferred Stock Designation On October 8, 2020, the Company filed a Certificate of Designations with the Secretary of State of the State of Delaware to establish preferences, limitations, and relative rights of the Series A Preferred Stock. The number of authorized shares of Series A Preferred Stock is 52,800. The Series A Preferred Stock is mandatorily redeemable, and therefore classified as a liability on the Company’s consolidated balance sheet within Notes Payable, net. Series B Convertible Preferred Stock Designation On May 13, 2021, the Company filed a 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 B Preferred Stock (as defined below). The number of authorized shares of Series B Preferred Stock is 15,200. The Company had 200 and 15,200 shares of 7.00% Series B Convertible Preferred Stock (“Series B Preferred Stock”) outstanding and 15,200 shares authorized as of December 31, 2022 and December 31, 2021, respectively. On the third anniversary of the date on which shares of Series B Preferred Stock are first issued (the “Automatic Conversion Date”), each share of Series B Preferred Stock, except to the extent previously converted pursuant to an Optional Conversion (as defined below), shall automatically be converted into shares of Common Stock (the “Automatic Conversion”). At any time following the date on which shares of Series B Preferred Stock are first issued, and from time to time prior to the Automatic Conversion Date, each holder of Series B Preferred Stock shall have the right, but not the obligation, to elect to convert all or any portion of such holder’s shares of Series B Preferred Stock into shares of Common Stock, on terms similar to the Automatic Conversion (any such conversion, an “Optional Conversion”). The conversion price is approximately $67.32. 7.00% Series C Convertible Preferred Stock On March 28, 2022, the Company filed a Certificate of Designations with the Secretary of State of the State of Delaware to establish preferences, limitations, and relative rights of its Series C Preferred Stock. The number of authorized shares of Series C Preferred Stock is 15,000. On March 28, 2022, in accordance with the previously announced Amendment Number 6 to Term Loan Agreement by and among the Company and CH Capital Lending, the Company entered into a Securities Exchange Agreement (the “Exchange Agreement”) with CH Capital Lending, pursuant to which the Company exchanged in a private placement (the “Private Placement”) each share of the Company’s Series B Convertible Preferred Stock, that is held by CH Capital Lending for one share of the Company’s Series C Preferred Stock, resulting in the issuance of 15,000 shares of Series C Preferred Stock to CH Capital Lending. The Series C Preferred Stock is convertible into shares of the Company’s common stock. The shares of Series B Preferred Stock exchanged, and the Series C Preferred Stock acquired, have an aggregate liquidation preference of $15 million plus any accrued but unpaid dividends to the date of payment. 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 was 82,397 shares. On June 2, 2021, the Company held its 2021 Annual Meeting whereby the Company’s stockholders approved an amendment to the 2020 Omnibus Incentive Plan to increase by 181,818 the number of shares of Common Stock, that will be available for issuance under the 2020 Omnibus Incentive Plan, resulting in a maximum of 264,215 shares that can be issued under the amended 2020 Omnibus Inventive Plan. The amendment to the 2020 Omnibus Incentive Plan was previously approved by the Board of Directors of the Company, and the amended 2020 Omnibus Incentive Plan became effective on June 2, 2021. As of December 31, 2022, 90,643 shares remained available for issuance under the 2020 Omnibus Incentive Plan. Equity Distribution Agreement On September 30, 2021, the Company entered into an Equity Distribution Agreement with Wedbush Securities Inc. and Maxim Group LLC with respect to an at-the-market offering program under which the Company may, from time to time, offer and sell shares of the Company’s Common Stock having an aggregate offering price of up to $50 million. From January 1 through December 31, 2022, approximately 988,007 shares were sold resulting in net proceeds to the Company totaling approximately $20.4 million. The remaining availability under the Equity Distribution Agreement as of December 31, 2022 was approximately $25.9 million. Issuance of Restricted Stock Awards The Company’s activity in restricted Common Stock was as follows for the year ended December 31, 2022: Number of Weighted Non–vested at January 1, 2022 10,848 $ 204.60 Granted 19,943 $ 19.00 Vested (30,791 ) $ 84.39 Non–vested at December 31, 2022 - $ For the years ended December 31, 2022 and 2021, stock-based compensation related to restricted stock awards was $1,746,799 and $2,436,091, respectively. Stock-based compensation related to restricted stock awards was included as a component of “Operating expenses” in the consolidated statement of operations. As of December 31, 2022, unamortized stock-based compensation costs related to restricted share arrangements were $0. Issuance of Restricted Stock Units During the year ended December 31, 2022, the Company granted an aggregate of 96,209 Restricted Stock Units (“RSUs”) to its employees and directors , of which 29,039 were granted under the 2020 Omnibus Incentive Plan and 67,170 were granted as inducement awards. The RSUs were valued at the value of the Company’s Common Stock on the date of grant, which was a range of $12.00 to $23.54 for these awards. The RSUs granted to employees vest one third on the first anniversary of their grant, one third on the second anniversary of their grant, and one third on the third anniversary of their grant. The RSUs granted to directors vest one year from the date of grant. The Company’s activity in RSUs was as follows for the year ended December 31, 2022: Number of Weighted average Non–vested at January 1, 2022 100,323 $ 50.85 Granted 96,209 $ 20.07 Vested (31,717 ) $ 50.93 Forfeited (30,016 ) $ 51.40 Non–vested at December 31, 2022 134,799 $ 28.74 For the years ended December 31, 2022 and 2021, the Company recorded $2,150,004 and $3,074,043, respectively, in employee and director stock-based compensation expense. Employee and director stock-based compensation expense is a component of “Operating expenses” in the consolidated statement of operations. As of December 31, 2022, unamortized stock-based compensation costs related to restricted stock units were $2,227,151 and will be recognized over a weighted average period of 1.56 years. Warrants The Company’s warrant activity was as follows for the year ended December 31, 2022: Number of Weighted Weighted Intrinsic Outstanding - January 1, 2022 1,861,715 $ 159.48 3.59 Granted 141,934 $ 12.77 Outstanding – December 31, 2022 2,003,649 $ 149.09 2.86 $ - Exercisable – December 31, 2022 1,929,843 $ 154.30 2.81 $ - On March 1, 2022, in connection with the amendment to the IRG Split Note (as described in Note 4), the Company amended its Series C Warrants to extend the term of the Series C Warrants to March 1, 2027. The exercise price of $30.80 per share was not amended, but the amendments subject the exercise price to a weighted-average antidilution adjustment. The amendments also remove certain provisions regarding fundamental transactions, which subsequently allowed the Series C Warrants to be derecognized as a liability and classified as equity. The Company accounted for this modification as a cost of the IRG Split Note, whereby the Company calculated the incremental fair value of the Series C Warrants and recorded them as a discount against the IRG Split Note. On November 7, 2022, the Company further amended the Series C Warrants to reduce the exercise price to $12.77 per share as part of the IRG Letter Agreement. See Note 4 for more information. The following assumptions were used to calculate the fair value of Series C Warrants in connection with the modifications: Original March 1, November 7, Term (years) 3.8 5.0 3.1 Stock price $ 22.22 $ 22.22 $ 14.52 Exercise price $ 30.80 $ 30.80 $ 12.77 Dividend yield 0.0 % 0.0 % 0.0 % Expected volatility 54.7 % 50.8 % 63.9 % Risk free interest rate 1.5 % 1.5 % 4.8 % Number of shares 455,867 455,867 455,867 Aggregate fair value $ 3,336,000 $ 3,648,000 $ 3,230,000 Amended and Restated Series D Warrants issue to CH Capital Lending On March 1, 2022, in connection with the amendment to the CH Capital Loan (as described in Note 4), the Company amended the Series D Warrants issued to CH Capital Lending to extend the term of such Series D Warrants to March 1, 2027. The exercise price of $151.80 per share was not amended, but the amendments subject the exercise price to a weighted-average antidilution adjustment. On November 7, 2022, the Company further amended the Series C Warrants to reduce the exercise price to $12.77 per share as part of the IRG Letter Agreement. See Note 4 for more information. The following assumptions were used to calculate the fair value of Series D Warrants in connection with the modifications: Original Series D March 1, November 7, Term (years) 3.8 3.8 3.1 Stock price $ 22.22 $ 22.22 $ 14.52 Exercise price $ 151.80 $ 151.80 $ 12.77 Dividend yield 0.0 % 0.0 % 0.0 % Expected volatility 63.5 % 50.8 % 63.9 % Risk free interest rate 1.3 % 1.6 % 4.8 % Number of shares 111,321 111,321 111,321 Aggregate fair value $ 50,000 $ 138,000 $ 910,000 |
Sponsorship Revenue and Associa
Sponsorship Revenue and Associated Commitments | 12 Months Ended |
Dec. 31, 2022 | |
Sponsorship Revenue and Associated Commitments [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 “Naming Rights Agreement”) among Newco, PFHOF and Johnson Controls, Inc. (“JCI” or “Johnson Controls”), 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”. This is a prospective change, which the Company reflected beginning in the third quarter of 2020. JCI has a right to terminate the Naming Rights Agreement if the Company does not provide evidence to JCI by October 31, 2021 that it has secured sufficient debt and equity financing to complete Phase II, or if Phase II is not open for business by January 2, 2024, in each case subject to day-for-day extension due to force majeure and a notice and cure period . Additionally, on October 9, 2020, Newco, entered into a Technology as a Service Agreement (the “TAAS Agreement”) with JCI. Pursuant to the TAAS Agreement, JCI will provide certain services related to the construction and development of the Hall of Fame Village (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 of approximately $217 million for services rendered by JCI over the term of the TAAS Agreement. As of December 31, 2022 and December 31, 2021, approximately $195 million and $199 million, respectively, was remaining under the TAAS Agreement. As of December 31, 2022, scheduled future cash to be received under the Naming Rights Agreement is as follows: Unrestricted Activation Total 2022 (past due) $ 4,000,000 $ 750,000 $ 4,750,000 2023 4,000,000 750,000 4,750,000 2024 4,250,000 750,000 5,000,000 2025 4,250,000 750,000 5,000,000 2026 4,250,000 750,000 5,000,000 Thereafter 35,531,251 6,000,000 41,531,251 Total $ 56,281,251 $ 9,750,000 $ 66,031,251 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 year ended December 31, 2021, the Company recognized $4,497,864, of net sponsorship revenue related to the Naming Rights Agreement. On May 10, 2022, the Company received from JCI a notice of termination (the “TAAS Notice”) of the TAAS Agreement effective immediately. The TAAS Notice states that termination of the TAAS Agreement by JCI is due to Newco’s alleged breach of its payment obligations. Additionally, JCI in the TAAS Notice demands the amount which is the sum of: (i) all past due payments and any other amounts owed by Newco under the TAAS Agreement; (ii) all commercially reasonable and documented subcontractor breakage and demobilization costs; and (iii) all commercially reasonable and documented direct losses incurred by JCI directly resulting from the alleged default by the Company and the exercise of JCI’s rights and remedies in respect thereof, including reasonable attorney fees. Also on May 10, 2022, the Company received from JCI a notice of termination (“Naming Rights Notice”) of the Name Rights Agreement, effective immediately. The Naming Rights Notice states that the termination of the Naming Rights Agreement by JCI is due to JCI’s concurrent termination of the TAAS Agreement. The Naming Rights Notice further states that the Company must pay JCI, within 30 days following the date of the Naming Rights Notice, $4,750,000. The Company has not made such payment to date. The Naming Rights Notice states that Newco is also in breach of its covenants and agreements, which require Newco to provide evidence reasonably satisfactory to JCI on or before October 31, 2021, subject to day-for-day extension due to force majeure, that Newco has secured sufficient debt and equity financing to complete Phase II. The Company disputes that it is in default under either the TAAS Agreement or the Naming Rights Agreement. The Company believes JCI is in breach of the Naming Rights Agreement and the TAAS Agreement due to their failure to make certain payments in accordance with the Naming Rights Agreement, and, on May 16, 2022, provided notice to JCI of these breaches. The Company is pursuing dispute resolution pursuant to the terms of the Naming Rights Agreement to simultaneously defend against JCI’s allegations and pursue its own claims. The ultimate outcome of this dispute cannot presently be determined. However, in management’s opinion, the likelihood of a material adverse outcome is remote. Accordingly, adjustments, if any, that might result from the resolution of this matter have not been reflected in the accompanying consolidated financial statements . During the year ended December 31, 2022, the Company suspended its revenue recognition until the dispute is resolved and has recorded an allowance against the amounts due as of December 31, 2022 in the amount of $4,812,500. The balances due under the Naming Rights Agreement as of December 31, 2022 and December 31, 2021 amounted to $6,635,417 and $1,885,417, respectively. The Company and JCI are currently undergoing the process of binding arbitration. Other Sponsorship Revenue The Company has additional revenue primarily from sponsorship programs that provide its sponsors with strategic opportunities to reach customers through our venue including advertising on our website. Sponsorship agreements may contain multiple elements, which provide several distinct benefits to the sponsor over the term of the agreement and can be for a single or multi-year term. These agreements provide sponsors various rights such as venue naming rights, signage within our venues, and advertising on our website and other benefits as detailed in the agreements. As of December 31, 2022, scheduled future cash to be received under the agreements, excluding the Johnson Controls Naming Rights Agreement, is as follows: 2023 $ 2,929,720 2024 2,406,265 2025 2,317,265 2026 2,167,265 2027 1,757,265 Thereafter 4,514,529 Total $ 16,092,309 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, 2022 and 2021, the Company recognized $2,697,487 and $6,023,863 of net sponsorship revenue, respectively. |
Other Commitments
Other Commitments | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Other Commitments | Note 7: Other Commitments Lessor Commitments As of December 31, 2022, the Company’s Constellation Center for Excellence and retail facilities were partially leased including leases by the Company’s subsidiaries. The future minimum lease commitments under these leases, excluding leases of the Company’s subsidiaries, are as follows: Year ending December 31: 2023 $ 552,620 2024 586,190 2025 589,245 2026 587,681 2027 563,543 Thereafter 2,654,701 Total $ 5,533,980 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 years ended December 31, 2022 and 2021, the Company paid and incurred $154,131 and $120,000, respectively in management fees. 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, which began in April 2021 for $103,095. Additionally, the Company has two notes payable with Constellation. See Note 4 for more information. Online Sports Betting Agreement On July 14, 2022, Newco entered into an Online Market Access Agreement with Instabet, Inc. doing business as betr (“BETR”), pursuant to which BETR will serve as a Mobile Management Services Provider (as defined under applicable Ohio gaming law) wherein BETR will host, operate and support a branded online sports betting service in Ohio, subject to procurement of all necessary licenses. The initial term of the Online Market Access Agreement is ten years. As part of this agreement, Newco will receive a limited equity interest in BETR and certain revenue sharing, along with the opportunity for sponsorship and cross-marketing. The limited equity interest was in the form of penny warrants valued at $4,000,000. The grant date value of these warrants were recorded as deferred revenue (within Other Liabilities on the Consolidated Balance Sheet) and will be amortized over the life of the sports betting agreement. On November 2, 2022, the Company took the next step toward live sports betting by securing conditional approval from the state for mobile and retail sports books. The Ohio Casino Control Commission provided the required authorization for HOFV to gain licensing for a physical sports operation – called a sportsbook – as well as an online betting platform, under Ohio’s sports betting law HB29. As of January 1, 2023, sports betting is legal in Ohio, for anyone in the state that is of legal betting age. Other Liabilities Other liabilities consisted of the following at December 31, 2022 and 2021: December 31, December 31, Activation fund reserves $ 3,511,185 $ 3,537,347 Deferred revenue 6,867,970 203,278 Deposits and other liabilities 300,549 - Total $ 10,679,704 $ 3,740,625 Other Commitments The Company has other commitments, as disclosed in Notes 6, 8 and 9 within these consolidated footnotes. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Contingencies [Abstract] | |
Contingencies | Note 8: Contingencies During the normal course of its business, the Company is subject to occasional legal proceedings and claims. The Company does not have any pending litigation that, separately or in the aggregate, would, in the opinion of management, have a material adverse effect on its results of operations, financial condition, or cash flows. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 9: Related-Party Transactions Due to Affiliates Due to affiliates consisted of the following at December 31, 2022 and 2021: December 31, December 31, Due to IRG Member $ 228,353 $ 1,041,847 Due to IRG Affiliate 116,900 116,900 Due to PFHOF 510,232 660,208 Total $ 855,485 $ 1,818,955 IRG Canton Village Member, LLC, a member of HOF Village, LLC controlled by our director Stuart Lichter (the “IRG Member”) and an affiliate, provides 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, 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. The due to related party amounts in the table above are non-interest bearing advances from an affiliate of IRG Member due on demand. During the year ended December 31, 2022, the Company rolled $3,127,304 in amounts due to IRG into the CH Capital Bridge Loan. 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 revenues 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. On April 12, 2022, the Company and PFHOF terminated the Media License Agreement and entered into the Global License Agreement (described below). 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 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 was due July 1, 2021, which was not paid by December 31, 2021. On April 12, 2022, the Company and PFHOF terminated the Media License Agreement and entered into the Global License Agreement. Purchase of Real Property from PFHOF On February 3, 2021, the Company purchased certain parcels of real property from PFHOF, located at the site of the Hall of Fame Village, for $1.75 million. 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. Global License Agreement Effective April 8, 2022, Newco and PFHOF, entered into a Global License Agreement (the “Global License Agreement”). The Global License Agreement consolidates and replaces the First Amended and Restated License Agreement, the Amended and Restated Media License Agreement, and the Branding Agreement the parties had previously entered into. The Global License Agreement sets forth the terms under which PFHOF licenses certain marks and works to Newco and its affiliates to exploit existing PFHOF works and to create new works. The Global License Agreement grants Newco and its affiliates an exclusive right and license to use the PFHOF marks in conjunction with theme-based entertainment and attractions within the City of Canton, Ohio; youth sports programs, subject to certain exclusions; e-gaming and video games; and sports betting. The Global License Agreement also grants Newco and its affiliates a non-exclusive license to use the PFHOF marks and works in other areas of use, with a right of first refusal, subject to specified exclusions. The Global License Agreement acknowledges the existence of agreements in effect between PFHOF and certain third parties that provide for certain restrictions on the rights of PFHOF, which affects the rights that can be granted to Newco and its affiliates. These restrictions include, but are not limited to, such third parties having co-exclusive rights to exploit content based on the PFHOF enshrinement ceremonies and other enshrinement events. The Global License Agreement requires Newco to pay PFHOF an annual license fee of $900,000 in the first contract year, inclusive of calendar years 2021 and 2022; an annual license fee of $600,000 in each of contract years two through six; and an annual license fee of $750,000 per year starting in contract year seven through the end of the initial term. The Global License Agreement also provides for an additional license royalty payment by Newco to PFHOF for certain usage above specified financial thresholds, as well as a commitment to support PFHOF museum attendance through Newco’s and its affiliates’ ticket sales for certain concerts and youth sports tournaments. The Global License Agreement has an initial term through December 31, 2036, subject to automatic renewal for successive five-year terms, unless timely notice of non-renewal is provided by either party. The future minimum payments under this agreement as of December 31, 2022 are as follows: For the years ending December 31, Amount 2023 $ 600,000 2024 600,000 2025 600,000 2026 600,000 2027 600,000 Thereafter 6,750,000 Total Gross Principal Payments $ 9,750,000 During the years ended December 31, 2022 and 2021, the Company paid $900,000 and $0 of the annual license fee, respectively. Hotel Construction Loan Commitment Letter On November 3, 2022, the Company entered into a Commitment Letter (the “Hotel Construction Loan Commitment Letter”), by and among the Company, as guarantor, HOF Village Hotel WP, LLC (“Hotel”), an indirect wholly owned subsidiary of the Company, as borrower, and Industrial Realty Group, Inc. (“IRGInc”), as lender. Stuart Lichter, a director of the Company, is President and Chairman of the Board of Industrial Realty Group, LLC (“IRGLLC”). Pursuant to the terms of the Hotel Construction Loan Commitment Letter, IRGInc committed to provide, or to arrange for one of IRGInc’s affiliates to provide, a loan of $28,000,000 (the “Hotel Construction Loan”) to finance a portion of Hotel’s costs and expenses in connection with the ground-up development of a 180-room family hotel (the “Hotel Project”) on approximately 1.64 acres of land located in the Hall of Fame Village, Canton, Ohio (the “Hotel Property”), adjacent to the Waterpark Property. The commitment to provide the Hotel Construction Loan is subject to certain conditions, including the execution and delivery of definitive documentation with respect to the Hotel Construction Loan. The Hotel Construction Loan will have a two-year term with one option to extend for twelve months, subject to standard extension conditions. The collateral for the Hotel Construction Loan will include, without limitation: (a) a first priority perfected mortgage encumbering the Hotel Property; (b) a first priority perfected assignment of leases and rents with respect to the Hotel Property; (c) a first priority perfected assignment of all permits, licenses, entitlements, approvals, and contracts with respect to the Hotel Property; (d) UCC-1 financing statements (all personal property, fixture filing and accounts and reserves); (e) equity pledge; and (f) all other agreements and assurances customary in similar financings by IRGInc. The Hotel Construction Loan will bear interest at a variable rate per annum equal to the one-month Term SOFR plus 6%, subject to a SOFR floor equal to the greater of (i) 4% and (ii) prevailing SOFR at closing of the Hotel Construction Loan. Payments of interest only will be made during the initial two-year term, with a payments of principal and interest based on a 25-year amortization during the extension term, if applicable. Hotel will pay 1% of the Hotel Construction Loan amount as an origination fee, payable in full at closing. The Hotel Construction Loan definitive documentation will have representations, warranties and events of default usual and customary for such type of loan. IRG Financial Support and Consideration On November 7, 2022, the Company entered into a letter agreement (the “IRG Letter Agreement”) with IRGLLC, pursuant to which IRGLLC agreed that IRGLLC and IRGLLC’s affiliates and related parties will provide the Company and its subsidiaries with certain financial support described below in exchange for certain consideration described below. The financial support provided under the IRG Letter Agreement consists of the following (the “IRG Financial Support”): Waterpark Construction Financing Facilitation Extension of CHCL Bridge Loan. Provide One Year Extension Option for All IRG Affiliate Lender Loans Tapestry Hotel Construction Financing Commitment Lette In consideration of the IRG Financial Support to be received by the Company and its subsidiaries, the Company agreed in the IRG Letter Agreement to provide the following consideration to IRGLLC and the IRG Affiliate Lenders: The Company agreed to make a payment of $4,500,000 as a fee for providing the completion guaranty and other IRG Financial Support described above, payable to CHCL to be held in trust for the IRG Affiliate Lenders, to be allocated as the IRG Affiliate Lenders shall determine. The Company also agreed to issue 90,909 shares of common stock, par value $0.0001 per share (“Common Stock”) to the IRG Affiliate Lenders, to be allocated as the IRG Affiliate Lenders shall determine, in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, as a transaction by an issuer not involving any public offering. The Company agreed to modify the IRG Affiliate Lender loans as follows: (i) all IRG Affiliate Lender loans will bear interest at 12.5% per annum, compounded monthly, with payment required monthly at 8% per annum, and with the remaining interest accrued and deferred until maturity; (ii) the price at which the principal and accumulated and unpaid interest under the IRG Affiliated Lender loans is convertible into shares of Common Stock will be reset to a price equal to $12.77 per share; (iii) the Company and its subsidiaries will record a blanket junior mortgage on all real estate owned or leased by the Company and its subsidiaries, whether fee or leasehold estates, other than those parcels for which existing lenders prohibit junior financing; (iv) the Company agreed to acknowledge an existing pledge of the Company’s 100% membership interest in HOFV Newco and reflect that such pledge secures all amounts due under the IRG Affiliate Lender Loans; (v) all IRG Affiliate Lender loans will be cross-collateralized and cross-defaulted; (vi) the Company and its subsidiaries will covenant not to assign, pledge, mortgage, encumber or hypothecate any of the underlying assets, membership interests in affiliated entities or IP rights without IRGLLC’s written consent; (vii) prior development fees owed by the Company to IRGLLC will be accrued and added to the Bridge Loan, and future development fees owed by the Company to IRGLLC will be paid as when due; and (viii) the Company will pay to IRGLLC 25% of all contractual dispute cash settlements collected by the Company with regard to existing contractual disputes in settlement discussions, which shall be applied to outstanding IRG Affiliate Lender loans, first against accrued interest and other charges and then against principal. The Company agreed to modify the Series C through Series G warrants held by IRG Affiliate Lenders as follows: (i) the exercise price of the Series C through Series G warrants held by IRG Affiliate Lenders will be reset to Market Price; and (ii) the warrant expiration dates of the Series C through Series G warrants held by IRG Affiliate Lenders will be extended by two years from their current expiration dates. In the IRG Letter Agreement, IRGLLC and the Company agreed to comply with all federal and state securities laws and Nasdaq listing rules and to insert “blocker” provisions for the above-described re-pricing of the warrants and the conversion provisions, such that the total cumulative number of shares of Common Stock that may be issued to IRGLLC and its affiliated and related parties pursuant to the IRG Letter Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following Approval (defined below). In addition, the provisions of the IRG Letter Agreement are limited by Nasdaq Listing Rule 5635(c). If the number of shares of Common Stock issued to IRGLLC and its affiliated and related parties pursuant to the IRG Letter Agreement and the agreements modified thereunder exceeds the Nasdaq 19.99% Cap, then the Company will use reasonable efforts to obtain stockholder approval of the issuance of shares in excess of the Nasdaq 19.99% Cap, no later than the next stockholder meeting (the “Approval”). |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2022 | |
Concentrations [Abstract] | |
Concentrations | Note 10: Concentrations For the year ended December 31, 2022, two customers represented approximately 43.5% and 18.5% of the Company’s sponsorship revenue. For the year ended December 31, 2021, two customers represented approximately 75% and 19% of the Company’s sponsorship revenue. As of December 31, 2022, one customer represented approximately 94.4% of the Company’s sponsorship accounts receivable. As of December 31, 2021, one customer represented approximately 88% of the Company’s sponsorship 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 other adverse conditions in the financial markets occurs. |
ROU Assets and Lease Liabilitie
ROU Assets and Lease Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
ROU Assets and Lease Liabilities [Abstract] | |
ROU Assets and Lease Liabilities | Note 11: ROU Assets and Lease Liabilities The Company has entered into operating leases as the lessee primarily for ground leases under its stadium, sports complex, and parking facilities. On January 1, 2022 (“Effective Date”), the Company adopted FASB Accounting Standards Codification, or ASC, Topic 842, Leases (“ASC 842”), which increases transparency and comparability by recognizing a lessee’s rights and obligations resulting from leases by recording them on the balance sheet as lease assets and lease liabilities. The new guidance requires the recognition of the right-of-use (“ROU”) assets and related operating and finance lease liabilities on the balance sheet. The Company adopted the new guidance using the modified retrospective approach on January 1, 2022. As a result, the consolidated balance sheet as of December 31, 2021 was not restated and is not comparative. The adoption of ASC 842 resulted in the recognition of operating ROU assets of $7,741,946 and operating lease liabilities of $3,383,807 on the Company’s consolidated balance sheet as of January 1, 2022. The initial recognition of the ROU asset included the reclassification of $4,358,139 of prepaid rent as of January 1, 2022. The Company elected the package of practical expedients permitted within the standard, which allow an entity to forgo reassessing (i) whether a contract contains a lease, (ii) classification of leases, and (iii) whether capitalized costs associated with a lease meet the definition of initial direct costs. Also, the Company elected the expedient allowing an entity to use hindsight to determine the lease term and impairment of ROU assets and the expedient to allow the Company to not have to separate lease and non-lease components. The Company has also elected the short-term lease accounting policy under which the Company would not recognize a lease liability or ROU asset for any lease that at the commencement date has a lease term of twelve months or less and does not include a purchase option that the Company is more than reasonably certain to exercise. For contracts entered into on or after the Effective Date, at the inception of a contract the Company will assess whether the contract is, or contains, a lease. The Company’s assessment is based on: (i) whether the contract involves the use of a distinct identified asset, (ii) whether the Company obtained the right to substantially all the economic benefit from the use of the asset throughout the period, and (iii) whether the Company has the right to direct the use of the asset. Leases entered into prior to January 1, 2022, which were accounted for under ASC 840, were not reassessed for classification. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases, and is subsequently presented at amortized cost using the effective interest method. The Company generally uses its incremental borrowing rate as the discount rate for leases, unless an interest rate is implicitly stated in the lease. The present value of the lease payments is calculated using the incremental borrowing rate for operating and finance leases, which was determined using a portfolio approach based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The lease term for all of the Company’s leases includes the noncancelable period of the lease plus any additional periods covered by either a Company option to extend the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. All ROU assets are reviewed periodically for impairment. Lease expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term. Lease expense for finance leases consists of the amortization of the asset on a straight-line basis over the shorter of the lease term or its useful life and interest expense determined on an amortized cost basis, with the lease payments allocated between a reduction of the lease liability and interest expense. The Company’s operating leases are comprised primarily of ground leases and equipment leases. Balance sheet information related to our leases is present below (ASC 842 was adopted on January 1, 2022): December 31, December 31, 2022 2021 Operating leases: Right-of-use assets $ 7,562,048 $ - Lease liability 3,413,210 - Finance leases: Right-of-use assets - - Lease liability - - Other information related to leases is presented below: Year Ended December 31, 2022 Operating lease cost $ 470,171 Other information: Operating cash flows from operating leases 318,298 Weighted-average remaining lease term – operating leases (in years) 91.5 Weighted-average discount rate – operating leases 10.0 % As of December 31, 2022, the annual minimum lease payments of our operating lease liabilities were as follows: For The Years Ending December 31, 2023 $ 333,004 2024 311,900 2025 311,900 2026 311,900 2027 311,900 Thereafter 41,125,000 Total future minimum lease payments, undiscounted 42,705,604 Less: imputed interest (39,292,394 ) Present value of future minimum lease payments $ 3,413,210 |
Failed Sale-Leaseback Financing
Failed Sale-Leaseback Financing Obligation | 12 Months Ended |
Dec. 31, 2022 | |
Failed Sale-Leaseback Financing Obligation [Abstract] | |
Failed Sale-Leaseback Financing Obligation | Note 12: Failed Sale-Leaseback Financing Obligation On September 27, 2022 the Company sold the land under the Company’s Fan Engagement Zone. Simultaneously, the Company entered into a lease agreement with the buyer of the property (the sale of the property and simultaneous leaseback is referred to as the “Sale-Leaseback”). The Sale-Leaseback is repayable over a 99-year term. Under the terms of the lease agreement, the Company’s initial base rent is approximately $307,125 per quarter, with annual increases of approximately 2% each year of the term. On November 7, 2022, HOFV Waterpark sold the land under the Company’s future waterpark. Simultaneously, the Company entered into a lease agreement with the buyer of the property. The Sale-Leaseback for the waterpark is repayable over a 99-year term. Under the terms of the lease agreement, the Company’s initial base rent is $4,375,000 per annum, payable monthly, with customary escalations over the lease term. On November 7, 2022, Oak Street and HOFV Waterpark also entered into a Purchase Option Agreement (the “Purchase Option Agreement”), pursuant to which HOFV Waterpark is granted an option to purchase the Waterpark Property back from Oak Street that can be exercised during the period beginning on December 1, 2027 and ending on November 30, 2034 (the “Option Period”). The Company accounted for the Sale-Leaseback transactions with Twain and Oak Street as financing transactions with the purchaser of the property in accordance with ASC 842 as the lease agreement was determined to be a finance lease. The Company concluded the lease agreements both met the qualifications to be classified as finance leases due to the significance of the present value of the lease payments, using a discount rate of 10.25% to reflect the Company’s incremental borrowing rate, compared to the fair value of the leased property as of the lease commencement date. The presence of a finance lease indicates that control of the land under the Fan Engagement Zone and HOFV Waterpark has not transferred to the buyer/lessor and, as such, the transactions were both deemed a failed sale-leaseback and must be accounted for as a financing arrangement. As a result of this determination, the Company is viewed as having received the sales proceeds from the buyer/lessor in the form of a hypothetical loan collateralized by its leased land. The hypothetical loan is payable as principal and interest in the form of “lease payments” to the buyer/lessor. As such, the Company will not derecognize the property from its books for accounting purposes until the lease ends. As of December 31, 2022, the carrying value of the financing liability was $60,087,907, representing $2,204,080,276 in remaining payments under the leases, net of a discount of $2,143,992,368. The monthly lease payments are split between a reduction of principal and interest expense using the effective interest rate method. No gain or loss was recognized related to the Sale-Leaseback for the year ended December 31, 2022. Under the terms of the Ground Lease, TWAIN withheld $2,631,481, representing 24 months’ worth of rent under the ground lease. Further, the Company has a right to re-purchase the land from TWAIN at any time on or after September 27, 2025 at a fixed price according to the lease. Oak Street and HOFV Waterpark also entered into a purchase option agreement, pursuant to which HOFV Waterpark is granted an option to purchase the waterpark property back from Oak Street that can be exercised during the period beginning on December 1, 2027 and ending on November 30, 2034. Under the Oak Street leaseback, the Company recorded $4,120,000 paid to IRG (See Note 4) and $940,166 paid to third parties as a cost of the Oak Street financing obligation and recorded them as a discount. Remaining future cash payments related to the financing liability, for the fiscal years ending December 31 are as follows: 2023 $ 4,019,531 2024 4,672,544 2025 5,865,396 2026 6,005,734 2027 6,149,455 Thereafter 2,177,367,616 Total Minimum Liability Payments 2,204,080,276 Imputed Interest (2,143,992,369 ) Total $ 60,087,907 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Income Taxes | Note 13: Income Taxes Significant components of deferred tax assets were as follows: As of December 31, 2022 2021 U.S. federal tax loss carry–forward $ 33,046,546 $ 12,785,012 U.S. local tax loss carry–forward 3,109,971 1,204,422 Equity based compensation-RSUs 1,709,988 1,122,020 Property and equipment (768,657 ) (1,251,926 ) Allowance for bad debt 175,345 - Unrealized gains and losses on investments 15,566 - Right of use assets (1,737,381 ) - Lease liabilities 784,185 Prepaid rent — (998,606 ) Total deferred tax assets 36,335,563 12,860,922 Less: valuation allowance (36,335,563 ) (12,860,922 ) Net deferred tax asset $ — $ — As of December 31, 2022, the Company had the following tax attributes: Amount Begins to U.S. federal net operating loss carry–forwards $ 157,364,504 Indefinite U.S. local net operating loss carry–forwards 157,466,908 2026 As of December 31, 2021, the Company had the following tax attributes: Amount Begins to U.S. federal net operating loss carry–forwards $ 60,881,008 Indefinite U.S. local net operating loss carry–forwards 60,983,412 2026 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. As of December 31, 2022, the Company has not performed a review of its changes in ownership under Section 382 of the Internal Revenue Code. However, as the Company’s net operating losses have a full valuation allowance, any limitations are expected to be immaterial. For the years ended December 31, 2022 and 2021, the valuation allowance increased by $23,474,643 and $10,693,798, respectively. 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 2022 2021 Expected Federal Tax (21.0 )% (21.0 )% Local Tax (Net of Federal Benefit) (2.0 ) (2.0 ) Business Combination Expenses - (0.3 ) Non-controlling interest (0.1 ) (0.1 ) Extinguishment of Debt 1.8 (0.1 ) Compensation limitation 0.7 - Change in fair value of warrant liabilities (4.7 ) 11.9 True up of prior year deferred tax assets (25.6 ) - Change in valuation allowance 50.9 11.6 Effective rate of income tax - % - % The Company files income tax returns in the U.S. federal jurisdiction and local (City of Canton) jurisdiction. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Note 14: Employee Benefit Plans 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, 2022 and 2021, the Company expensed matching contributions of $192,271 and $178,621, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15: Subsequent Events 7.00% Series A Cumulative Redeemable Preferred Stock On January 12, 2023, the Company issued to ADC LCR Hall of Fame Manager II, LLC (the “Series A Preferred Investor”) 1,600 shares of the Company’s 7.00% Series A Cumulative Redeemable Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), at a price of $1,000 per share for an aggregate purchase price of $1,600,000. On January 23, 2023, the Company issued to the Series A Preferred Investor 800 additional shares (the “Shares”) of the Company’s Series A Preferred Stock at a price of $1,000 per share for an aggregate purchase price of $800,000. The Company paid the Series A Preferred Investor an origination fee of 2% of the aggregate purchase price for each issuance. The issuance and sale of the shares to the Series A Preferred Investor is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Series A Preferred Stock is not convertible into Common Stock. The Series A Preferred Investor has represented to the Company that it is an “accredited investor” as defined in Rule 501 of the Securities Act and that the shares are being acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof. Compliance with Nasdaq Minimum Bid Requirement As previously reported, on May 24, 2022, the Company received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that for the last 30 consecutive business days the bid price for the Company’s common stock, par value $0.0001 per share (“Common Stock”), had closed below the minimum requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”). On January 11, 2023, the Company received written notice from the Staff of Nasdaq informing the Company that it has regained compliance with the Minimum Bid Requirement because Nasdaq has determined that for 10 consecutive business days, the closing bid price of the Company’s Common Stock was at or above the Minimum Bid Requirement. Accordingly, Nasdaq has advised that the matter is now closed. Hall of Fame Resort & Entertainment Company 2023 Inducement Plan On January 24, 2023, the Company’s board of directors adopted the Hall of Fame Resort & Entertainment Company 2023 Inducement Plan (the “Inducement Plan”). The Inducement Plan is not subject to stockholder approval. The aggregate number of shares of Common Stock that may be issued or transferred pursuant to awards covered by the Plan (including existing inducement awards amended to be subject to the Inducement Plan) is 110,000. Awards covered by the Inducement Plan include only inducement grants under Nasdaq Listing Rule 5635(c)(4). $18,100,000 principal amount Tax Increment Financing (“TIF”) Revenue Bonds On February 2, 2023, the Company received proceeds from the issuance on such date by Stark County Port Authority (“Port Authority”) of $18,100,000 principal amount Tax Increment Financing (“TIF”) Revenue Bonds, Series 2023 (“2023 Bonds”). Of the $18,100,000 principal amount, approximately $6,767,543 was used to reimburse the Company for a portion of the cost of certain roadway improvements within the Hall of Fame Village grounds, approximately $8,628,502 was used to pay off the Development Finance Authority of Summit County (“DFA”) Revenue Bonds, Series 2018 ( “2018 Bonds”) that had been acquired by the Company in December 2022 pursuant to a previously disclosed arrangement (such that the Company received the payoff of the 2018 Bonds), approximately $1,169,916 was used to pay costs of issuance of the 2023 Bonds, and approximately $905,000 was used to fund a debt service reserve held by The Huntington National Bank (“2023 Bond Trustee”), as trustee for the 2023 Bonds. The maturity date of the 2023 Bonds is December 30, 2048. The interest rate on the 2023 Bonds is 6.375%. Interest payments are due on the 2023 Bonds semi-annually on June 30 and December 30 of each year, commencing June 30, 2023. In connection with the issuance of the 2023 Bonds by the Port Authority, the Company transferred ownership of a portion of the roadway and related improvements within Hall of Fame Village grounds to the Port Authority. The Company maintains management rights and maintenance obligations with regard to such roadway pursuant to a Maintenance and Management Agreement among the Port Authority, the Company and the Company’s subsidiary, Newco. The 2023 Bonds will be repaid by the Port Authority from statutory service payments in lieu of taxes paid by the Company in connection with the Company’s Tom Benson Hall of Fame Stadium, ForeverLawn Sports Complex, Constellation Center for Excellence, Center for Performance, Retail I property, Retail II property, Play Action Plaza and an interior private roadway, net of the portion payable to Canton City School District and Plain Local School District and net of administrative fees of Stark County and the City of Canton, and from minimum service payments levied against those parcels excluding the Stadium and Youth Fields. Net statutory service payments are assigned by the City of Canton to the Port Authority for payment of the 2023 Bonds pursuant to a Cooperative Agreement among the Port Authority, City of Canton, the Company and Newco, and then pledged by the Port Authority to the 2023 Bond Trustee for payment of the 2023 Bonds pursuant to a Trust Indenture between the Port Authority and the 2023 Bond Trustee. Minimum service payments are a lien on the parcels under certain TIF declarations and supplements thereto, and are paid by the Company to the 2023 Bond Trustee. Industrial Realty Group, LLC Affiliate Lenders Transactions On March 17, 2023, pursuant to the IRG Letter Agreement (see “November 7, 2022 Refinancing Transactions” discussed in Note 4 above) the Company and certain of its subsidiaries signed amendments to (a) certain IRG Affiliate Lender credit arrangements (and entered into backup notes for two credit arrangements) and (b) warrants issued by the Company held by IRG Affiliate Lenders, effective as of November 7, 2022 (unless otherwise noted in Note 4 above), as consideration for the IRG Financial Support. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements of the Company for the years ended December 31, 2022 and 2021 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 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 portion of Mountaineer’s net income (loss) that is not attributable to the Company is included in non-controlling interest. |
Reclassification | Reclassification Certain financial statement line items of the Company’s historical presentation have been reclassified to conform to the corresponding financial statement line items in 2022. These reclassifications have no material impact on the historical operating loss, net loss, total assets, total liabilities, or Stockholders’ equity previously reported. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). 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. The Company will cease to be an emerging growth company on December 31, 2023. 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 Securities 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 an 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 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 long-lived assets, potential impairment, accounting for debt modifications and extinguishments, evaluating the Company’s sale-leaseback transactions, stock-based compensation, and fair value of financial instruments (including the fair value of the Company’s warrant liability). Management adjusts such estimates when facts and circumstances dictate. Actual results could differ from those estimates. |
Warrant Liabilities | Warrant Liability The Company accounts for warrants for shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) that are not indexed to its own stock as liabilities at fair value on the balance sheet under U.S. GAAP. 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 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. 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 for 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. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets 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, including right of use assets and software development costs, 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. In August 2021, management determined that previously capitalized costs for the construction of the Center for Performance should be written off because of significant changes to the plans for the project that render certain of the current capitalized costs no longer of use for the Center for Performance. Management reviewed its capitalized costs and identified the costs that had no future benefit. As a result, in the third quarter of 2021, the Company recorded a $1,748,448 charge as an impairment of project development costs within the accompanying statement of operations. The Company experienced no triggering events, nor had an impairments of long-lived assets during the year ended December 31, 2022. |
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 as of December 31, 2022 and 2021, 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 as of December 31, 2022 and 2021 were $7,499,835 and $7,105,057, respectively. |
Investments | Investments The Company from time to time invests in debt and equity securities, including companies engaged in complementary businesses. All marketable equity and debt securities held by the Company are accounted for under ASC Topic 320, “Investments – Debt and Equity Securities.” As of December 31, 2022, the Company held $17,033,515 in securities to be held to maturity consisting of U.S government securities carried at amortized cost. The Company recognizes interest income on these securities ratably over their term utilizing the interest method. As of December 31, 2022, the Company also had $4,067,754 in securities available for sale, which are marked to market value at each reporting period. |
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. As of December 31, 2022 and 2021, the Company has recorded an allowance for doubtful accounts of $5,575,700 and $0, respectively. (See Note 6). |
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, net” on the accompanying consolidated balance sheet. Upon an extinguishment of debt (or a modification that is treated as an extinguishment), the remaining deferred financing costs are expensed against “Gain/Loss on Extinguishment of Debt”. |
Revenue Recognition | Revenue Recognition The Company follows the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“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, recognize revenue on a straight-line basis over the time period specified in the contract. The excess of amounts contractually due over the amounts of sponsorship revenue recognized are included in other liabilities on the accompanying consolidated balance sheets. Contractually due but unpaid sponsorship revenue are included in accounts receivable on the accompanying consolidated balance sheet. 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. Rental revenue for long term leases is recorded on a straight-line basis over the term of the lease beginning on the commencement date. 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., package 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 price of each component. |
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, 2022 and 2021, 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 incurred for penalties and interest for the years ended December 31, 2022 and 2021. 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 2018 through 2021 remain subject to examination. |
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, 202 and 202 , it only has one operating segment, given that its chief operating decision maker reviews the Company’s results solely on a consolidated basis. |
Advertising Costs | Advertising The Company expenses all advertising and marketing costs as they are incurred and records them as “Operating expenses” on the Company’s consolidated statements of operations. |
Software Development Costs | Software Development Costs The Company recognizes all costs incurred to establish technological feasibility of a computer software product to be sold, leased, or otherwise marketed as research and development costs. Prior to the point of reaching technological feasibility, all costs shall be expensed when incurred. Once the development of the product establishes technological feasibility, the Company will begin capitalizing these costs. Management exercises its judgement in determining when technological feasibility is established based on 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 are included in “Capitalized Development Costs” within the Company’s consolidated balance sheet. |
Film and Media Costs | Film and Media Costs The Company capitalizes all costs to develop films and related media as an asset, included in “project development costs” on the Company’s consolidated balance sheet. The costs for each film or media will be expensed over the expected release period. |
Interest Rate Swap | Interest Rate Swap To estimate fair value for the Company’s interest rate swap agreements, the Company utilizes a present value of future cash flows, leveraging a model-derived valuation that uses Level 2 observable inputs such as interest rate yield curves. The changes in fair value of the Company’s interest rate swap is recorded within other income and expense on the Company’s consolidated statement of operations. |
Accounting for Real Estate Investments | Accounting for Real Estate Investments Upon the acquisition of real estate properties, a determination is made as to whether the acquisition meets the criteria to be accounted for as an asset or business combination. The determination is primarily based on whether the assets acquired and liabilities assumed meet the definition of a business. The determination of whether the assets acquired and liabilities assumed meet the definition of a business include a single or similar asset threshold. In applying the single or similar asset threshold, if substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the assets acquired and liabilities assumed are not considered a business. Most of the Company’s acquisitions meet the single or similar asset threshold due to the fact that substantially all the fair value of the gross assets acquired is attributable to the real estate acquired. Acquired real estate properties accounted for as asset acquisitions are recorded at cost, including acquisition and closing costs. The Company allocates the cost of real estate properties to the tangible and intangible assets and liabilities acquired based on their estimated relative fair values. The Company determines the fair value of tangible assets, such as land, building, furniture, fixtures, and equipment, using a combination of internal valuation techniques that consider comparable market transactions, replacement costs, and other available information and fair value estimates provided by third-party valuation specialists, depending upon the circumstances of the acquisition. The Company determines the fair value of identified intangible assets or liabilities, which typically relate to in-place leases, using a combination of internal valuation techniques that consider the terms of the in-place leases, current market data for comparable leases, and fair value estimates provided by third-party valuation specialists, depending upon the circumstances of the acquisition. If a transaction is determined to be a business combination, the assets acquired, liabilities assumed, and any identified intangibles are recorded at their estimated fair values on the transaction date, and transaction costs are expensed in the period incurred. |
Fair Value Measurement | Fair Value Measurement The Company follows FASB’s ASC 820–10, Fair Value Measurement The three levels of fair value hierarchy defined by ASC 820–10-20 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, investments available for sale and interest rate swaps. The Company revalues such liabilities at every reporting period and recognizes gains or losses on the change in fair value of the warrant liabilities as “change in fair value of warrant liabilities” in the consolidated statements of operations. 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, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Level 2022 2021 Warrant liabilities – Public Series A Warrants 1 $ 748,000 $ 4,617,000 Warrant liabilities – Private Series A Warrants 3 - 110,000 Warrant liabilities – Series B Warrants 3 163,000 2,416,000 Warrant liabilities – Series C Warrants 3 - 6,526,000 Fair value of aggregate warrant liabilities $ 911,000 $ 13,669,000 Fair value of interest rate swap liability 2 $ 200,000 $ - Investments available for sale 3 $ 4,067,754 $ - The Series A Warrants issued to the previous shareholders of GPAQ (the “Public Series A 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 Series A Warrants issued to the sponsors of GPAQ (the “Private Series A Warrants”), the Series B Warrants issued in the Company’s November 2020 follow-on public offering, and the Series C Warrants issued in the Company’s December 2020 private placement (“Series C Warrants”), for which there is no current market for these securities, and 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 appropriately. Subsequent measurement The following table presents the changes in fair value of the warrant liabilities: Public Series A Warrants Private Series A Warrants Series B Warrants Series C Warrants Total Warrant Liability Fair value as of December 31, 2021 $ 4,617,000 $ 110,000 $ 2,416,000 $ 6,526,000 $ 13,669,000 Amendment of warrants to equity classification - - - (3,336,000 ) (3,336,000 ) Change in fair value (3,869,000 ) (110,000 ) (2,253,000 ) (3,190,000 ) (9,422,000 ) Fair value as of December 31, 2022 $ 748,000 $ - $ 163,000 $ - $ 911,000 On March 1, 2022, the Company and CH Capital Lending amended the Series C Warrants. The amendments, among other things, remove certain provisions that previously caused the Series C Warrants to be accounted for as a liability. The key inputs into the Black Scholes valuation model for the Level 3 valuations as of December 31, 2022 and 2021 are as follows: December 31, 2022 March 1, 2022 December 31, 2021 Private Series A Warrants Series B Warrants Series C Warrants Private Series A Warrants Series B Warrants Series C Warrants Term (years) 2.5 2.9 3.8 3.5 3.9 4.0 Stock price $ 8.06 $ 8.06 $ 22.22 $ 33.44 $ 33.44 $ 33.44 Exercise price $ 253.11 $ 30.81 $ 30.81 $ 253.11 $ 30.81 $ 30.81 Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Expected volatility 52.27 % 63.86 % 54.7 % 50.6 % 50.6 % 50.6 % Risk free interest rate 4.22 % 4.22 % 1.5 % 1.3 % 1.3 % 1.3 % Number of shares 95,576 170,862 455,867 95,576 170,862 455,867 The valuation of the investments available for sale were based on sales of similar equity instruments in the time periods near to the measurement dates. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the periods. Diluted net income (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. For the years ended December 31, 2022 and 2021, the Company was in a loss position and therefore all potentially dilutive securities would be anti-dilutive and the calculations are presented on the accompanying consolidated statements of operations. As of December 31, 2022 and 2021, 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 Years Ended 2022 2021 Warrants to purchase shares of Common Stock 2,003,649 1,861,715 Unvested restricted stock awards - 10,848 Unvested restricted stock units to be settled in shares of Common Stock 134,799 100,323 Shares of Common Stock issuable upon conversion of convertible notes 3,245,847 158,496 Shares of Common Stock issuable upon conversion of Series B Preferred Stock 2,971 225,787 Shares of Common Stock issuable upon conversion of Series C Preferred Stock 454,545 - Total potentially dilutive securities 5,841,811 2,357,169 |
Recent Accounting Standards | Recent Accounting Standards In February 2016, FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) 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. 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 May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. ASU 2021-04 addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021 and interim periods within those fiscal years, which is fiscal 2023 for us, with early adoption permitted. The Company adopted this ASU on January 1, 2022, which did not have a significant impact on the Company’s financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which amends the accounting standards for convertible debt instruments that may be settled entirely or partially in cash upon conversion. ASU No. 2020-06 eliminates requirements to separately account for liability and equity components of such convertible debt instruments and eliminates the ability to use the treasury stock method for calculating diluted earnings per share for convertible instruments whose principal amount may be settled using shares. Instead, ASU No. 2020-06 requires (i) the entire amount of the security to be presented as a liability on the balance sheet and (ii) application of the “if-converted” method for calculating diluted earnings per share. The required use of the “if-converted” method will not impact the Company’s diluted earnings per share as long as the Company is in a net loss position. The guidance in ASU No. 2020-06 is required for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2021, for public business entities. Early adoption is permitted, but no earlier than annual reporting periods beginning after December 15, 2020, including interim periods within those annual reporting periods. The Company early adopted this guidance for the fiscal year beginning January 1, 2022, and did so on a modified retrospective basis, without requiring any adjustments. |
Subsequent Events | Subsequent Events Subsequent events have been evaluated through March 27, 2023, the date the consolidated financial statements were issued. Except for as disclosed in Notes 1 and 15, no other events have been identified requiring disclosure or recording. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of financial liabilities measured on a recurring basis and reported at fair value | December 31, Level 2022 2021 Warrant liabilities – Public Series A Warrants 1 $ 748,000 $ 4,617,000 Warrant liabilities – Private Series A Warrants 3 - 110,000 Warrant liabilities – Series B Warrants 3 163,000 2,416,000 Warrant liabilities – Series C Warrants 3 - 6,526,000 Fair value of aggregate warrant liabilities $ 911,000 $ 13,669,000 Fair value of interest rate swap liability 2 $ 200,000 $ - Investments available for sale 3 $ 4,067,754 $ - |
Schedule of changes in fair value of the warrant liabilities | Public Series A Warrants Private Series A Warrants Series B Warrants Series C Warrants Total Warrant Liability Fair value as of December 31, 2021 $ 4,617,000 $ 110,000 $ 2,416,000 $ 6,526,000 $ 13,669,000 Amendment of warrants to equity classification - - - (3,336,000 ) (3,336,000 ) Change in fair value (3,869,000 ) (110,000 ) (2,253,000 ) (3,190,000 ) (9,422,000 ) Fair value as of December 31, 2022 $ 748,000 $ - $ 163,000 $ - $ 911,000 |
Schedule of Black Scholes valuation model for the Level 3 valuations | December 31, 2022 March 1, 2022 December 31, 2021 Private Series A Warrants Series B Warrants Series C Warrants Private Series A Warrants Series B Warrants Series C Warrants Term (years) 2.5 2.9 3.8 3.5 3.9 4.0 Stock price $ 8.06 $ 8.06 $ 22.22 $ 33.44 $ 33.44 $ 33.44 Exercise price $ 253.11 $ 30.81 $ 30.81 $ 253.11 $ 30.81 $ 30.81 Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % Expected volatility 52.27 % 63.86 % 54.7 % 50.6 % 50.6 % 50.6 % Risk free interest rate 4.22 % 4.22 % 1.5 % 1.3 % 1.3 % 1.3 % Number of shares 95,576 170,862 455,867 95,576 170,862 455,867 |
Schedule of outstanding common stock equivalents have been excluded from the calculation of net loss per share | For the Years Ended 2022 2021 Warrants to purchase shares of Common Stock 2,003,649 1,861,715 Unvested restricted stock awards - 10,848 Unvested restricted stock units to be settled in shares of Common Stock 134,799 100,323 Shares of Common Stock issuable upon conversion of convertible notes 3,245,847 158,496 Shares of Common Stock issuable upon conversion of Series B Preferred Stock 2,971 225,787 Shares of Common Stock issuable upon conversion of Series C Preferred Stock 454,545 - Total potentially dilutive securities 5,841,811 2,357,169 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Useful Life December 31, December 31, Land $ 12,414,473 $ 4,186,090 Land improvements 25 years 51,808,296 31,194,623 Building and improvements 15 to 39 years 239,068,974 192,384,530 Equipment 5 to 10 years 7,212,246 2,338,894 Property and equipment, gross 310,503,989 230,104,137 Less: accumulated depreciation (61,677,136 ) (49,643,575 ) Property and equipment, net $ 248,826,853 $ 180,460,562 Project development costs $ 140,138,924 $ 128,721,480 |
Notes Payable, Net (Tables)
Notes Payable, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Payable, Net [Abstract] | |
Schedule of notes payable, net | Interest Rate Maturity Gross Discount Net Stated Effective Date Preferred equity loan (2) $ 3,600,000 $ - $ 3,600,000 7.00 % 7.00 % Various City of Canton Loan (3) 3,450,000 (5,333 ) 3,444,667 0.50 % 0.53 % 7/1/2027 New Market/SCF 2,999,989 - 2,999,989 4.00 % 4.00 % 12/30/2024 JKP Capital Loan (5)(6) 9,158,711 - 9,158,711 12.50 % 12.50 % 3/31/2024 MKG DoubleTree Loan (7) 15,300,000 - 15,300,000 9.25 % 9.25 % 9/13/2023 Convertible PIPE Notes 26,525,360 (8,097,564 ) 18,427,796 10.00 % 24.40 % 3/31/2025 Canton Cooperative Agreement 2,620,000 (168,254 ) 2,451,746 3.85 % 5.35 % 5/15/2040 CH Capital Loan (5)(6)(8) 8,846,106 - 8,846,106 12.50 % 12.50 % 3/31/2024 Constellation EME #2 (4) 3,536,738 - 3,536,738 5.93 % 5.93 % 4/30/2026 IRG Split Note (5)(6)(9) 4,302,437 - 4,302,437 12.50 % 12.50 % 3/31/2024 JKP Split Note (5)(6)(9) 4,302,437 - 4,302,437 12.50 % 12.50 % 3/31/2024 ErieBank Loan 19,465,282 (536,106 ) 18,929,176 8.50 % 8.74 % 12/15/2034 PACE Equity Loan 8,250,966 (273,031 ) 7,977,935 6.05 % 6.18 % 7/31/2047 PACE Equity CFP 2,437,578 (27,586 ) 2,409,992 6.05 % 6.10 % 7/31/2046 CFP Loan (6)(10) 4,027,045 - 4,027,045 12.50 % 12.50 % 3/31/2024 Stark County Community Foundation 5,000,000 - 5,000,000 6.00 % 6.00 % 5/31/2029 CH Capital Bridge Loan (6) 10,485,079 - 10,485,079 12.50 % 12.50 % 3/31/2024 Stadium PACE Loan 33,387,844 (4,091,382 ) 29,296,462 6.00 % 6.51 % 1/1/2049 Stark County Infrastructure Loan 5,000,000 - 5,000,000 6.00 % 6.00 % 8/31/2029 City of Canton Infrastructure Loan 5,000,000 (11,572 ) 4,988,428 6.00 % 6.04 % 6/30/2029 TDD Bonds 7,500,000 (668,884 ) 6,831,116 5.41 % 5.78 % 12/1/2046 Total $ 185,195,572 $ (13,879,712 ) $ 171,315,860 Gross Discount Net TIF loan (11) $ 9,451,000 $ (1,611,476 ) $ 7,839,524 Preferred equity loan (2) 3,600,000 - 3,600,000 City of Canton Loan (3) 3,500,000 (6,509 ) 3,493,491 New Market/SCF 2,999,989 - 2,999,989 Constellation EME 5,227,639 - 5,227,639 JKP Capital loan 6,953,831 - 6,953,831 MKG DoubleTree Loan 15,300,000 (83,939 ) 15,216,061 Convertible PIPE Notes 24,059,749 (11,168,630 ) 12,891,119 Canton Cooperative Agreement 2,670,000 (174,843 ) 2,495,157 Aquarian Mortgage Loan (8) 7,400,000 (439,418 ) 6,960,582 Constellation EME #2 (4) 4,455,346 - 4,455,346 IRG Note (9) 8,500,000 - 8,500,000 ErieBank Loan 13,353,186 (598,966 ) 12,754,220 PACE Equity Loan 8,250,966 (277,729 ) 7,973,237 Total $ 115,721,706 $ (14,361,510 ) $ 101,360,196 (1) The Company’s notes payable are subject to certain customary financial and non-financial covenants. As of December 31, 2022 and 2021 the Company was in compliance with all of its notes payable covenants. Many of the Company’s notes payable are secured by the Company’s developed and undeveloped land and other assets. (2) The Company had 3,600 and 1,800 shares of Series A Preferred Stock outstanding and 52,800 and 52,800 shares of Series A Preferred Stock authorized as of December 31, 2022 and 2021, respectively. The Series A Preferred Stock is required to be redeemed for cash after five years from the date of issuance. (3) 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. (4) The Company also has a sponsorship agreement with Constellation New Energy, Inc., the lender of the Constellation EME #2 note. (5) On March 1, 2022, the Company entered into amendments to certain of its IRG and IRG-affiliated notes payable. See discussion below for the accounting and assumptions used in the transactions. (6) On November 7, 2022, the Company entered into amendments to certain of its IRG and IRG-affiliated notes payable. See discussion below for the accounting and assumptions used in the transactions. (7) On March 1, 2022, HOF Village Hotel II, LLC, a subsidiary of the Company, entered into an amendment to the MKG DoubleTree Loan with the Company’s director, Stuart Lichter, as guarantor, and ErieBank, a division of CNB Bank, a wholly owned subsidiary of CNB Financial Corporation, as lender, which extended the maturity to September 13, 2023. The Company accounted for this amendment as a modification, and expensed approximately $38,000 in loan modification costs. (8) On March 1, 2022, CH Capital Lending purchased and acquired, the Company’s $7.4 million Aquarian Mortgage Loan (as thereafter amended and acquired by CH Capital Lending, the “CH Capital Loan”). (9) On March 1, 2022, pursuant to an Assignment of Promissory Note, dated March 1, 2022, IRG assigned (a) a one-half (½) interest in the IRG Note to IRG (the “IRG Split Note”) and (b) a one-half (½) interest in the IRG Note to JKP (the “JKP Split Note”). See “IRG Split Note” and “JKP Split Note”, below. (10) See “CFP Loan”, below, for a description of the loan along with the valuation assumptions used to value the warrants issued in connection with the loan. (11) See “TIF Loan”, below, for a description of the loan. |
Schedule of accrued interest on notes payable | December 31, December 31, TIF loan $ - $ 22,208 Preferred equity loan 64,575 203,350 CFP Loan 5,245 89,682 City of Canton Loan 1,555 5,979 JKP Capital Note - 1,251,395 MKG DoubleTree Loan 121,656 - Canton Cooperative Agreement 48,708 39,416 CH Capital Loan 55,328 - IRG Split Note 28,490 - JKP Split Note 35,138 - ErieBank Loan 140,394 26,706 PACE Equity Loan 213,842 30,824 CH Capital Bridge Loan 70,659 - Stadium PACE Loan 166,939 - TDD Bonds 13,533 - Total $ 966,062 $ 1,669,560 |
Schedule of issuance of shares and warrants | Term (years) 5.0 Stock price $ 22.22 Exercise price $ 2 3.98-30.80 Dividend yield 0.0 % Expected volatility 51.2 % Risk free interest rate 1.6 % Term (years) 3.1- 4.5 Stock price $ 14.41 Exercise price $ 23.98-30.80 Dividend yield 0.0 % Expected volatility 63.9 % Risk free interest rate 4.8 % Term (years) 5.0 Stock price $ 13.64 Exercise price $ 33.00 Dividend yield 0.0 % Expected volatility 52.4 % Risk free interest rate 3.0 % Number of shares 5,681 |
Schedule of principal payments on notes payable outstanding | For the years ending December 31, Amount 2023 $ 16,744,801 2024 46,404,272 2025 30,877,498 2026 3,655,408 2027 4,281,371 Thereafter 83,232,222 Total Gross Principal Payments $ 185,195,572 Less: Discount (13,879,712 ) Total Net Principal Payments $ 171,315,860 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders’ Equity [Abstract] | |
Schedule of restricted common stock | Number of Weighted Non–vested at January 1, 2022 10,848 $ 204.60 Granted 19,943 $ 19.00 Vested (30,791 ) $ 84.39 Non–vested at December 31, 2022 - $ |
Schedule of restricted stock units | Number of Weighted average Non–vested at January 1, 2022 100,323 $ 50.85 Granted 96,209 $ 20.07 Vested (31,717 ) $ 50.93 Forfeited (30,016 ) $ 51.40 Non–vested at December 31, 2022 134,799 $ 28.74 |
Schedule of warrant activity | Number of Weighted Weighted Intrinsic Outstanding - January 1, 2022 1,861,715 $ 159.48 3.59 Granted 141,934 $ 12.77 Outstanding – December 31, 2022 2,003,649 $ 149.09 2.86 $ - Exercisable – December 31, 2022 1,929,843 $ 154.30 2.81 $ - |
Schedule of fair value warrants | Original March 1, November 7, Term (years) 3.8 5.0 3.1 Stock price $ 22.22 $ 22.22 $ 14.52 Exercise price $ 30.80 $ 30.80 $ 12.77 Dividend yield 0.0 % 0.0 % 0.0 % Expected volatility 54.7 % 50.8 % 63.9 % Risk free interest rate 1.5 % 1.5 % 4.8 % Number of shares 455,867 455,867 455,867 Aggregate fair value $ 3,336,000 $ 3,648,000 $ 3,230,000 Original Series D March 1, November 7, Term (years) 3.8 3.8 3.1 Stock price $ 22.22 $ 22.22 $ 14.52 Exercise price $ 151.80 $ 151.80 $ 12.77 Dividend yield 0.0 % 0.0 % 0.0 % Expected volatility 63.5 % 50.8 % 63.9 % Risk free interest rate 1.3 % 1.6 % 4.8 % Number of shares 111,321 111,321 111,321 Aggregate fair value $ 50,000 $ 138,000 $ 910,000 |
Sponsorship Revenue and Assoc_2
Sponsorship Revenue and Associated Commitments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Sponsorship Revenue And Associated Commitments Table [Abstract] | |
Schedule of future cash to be received and required activation spend under the agreement | Unrestricted Activation Total 2022 (past due) $ 4,000,000 $ 750,000 $ 4,750,000 2023 4,000,000 750,000 4,750,000 2024 4,250,000 750,000 5,000,000 2025 4,250,000 750,000 5,000,000 2026 4,250,000 750,000 5,000,000 Thereafter 35,531,251 6,000,000 41,531,251 Total $ 56,281,251 $ 9,750,000 $ 66,031,251 |
Schedule of future cash to be received under the agreement | 2023 $ 2,929,720 2024 2,406,265 2025 2,317,265 2026 2,167,265 2027 1,757,265 Thereafter 4,514,529 Total $ 16,092,309 |
Other Commitments (Tables)
Other Commitments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease commitments under non-cancellable operating leases | 2023 $ 552,620 2024 586,190 2025 589,245 2026 587,681 2027 563,543 Thereafter 2,654,701 Total $ 5,533,980 |
Schedule of other liabilities | December 31, December 31, Activation fund reserves $ 3,511,185 $ 3,537,347 Deferred revenue 6,867,970 203,278 Deposits and other liabilities 300,549 - Total $ 10,679,704 $ 3,740,625 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of due to affiliates | December 31, December 31, Due to IRG Member $ 228,353 $ 1,041,847 Due to IRG Affiliate 116,900 116,900 Due to PFHOF 510,232 660,208 Total $ 855,485 $ 1,818,955 |
Schedule of future minimum payments | For the years ending December 31, Amount 2023 $ 600,000 2024 600,000 2025 600,000 2026 600,000 2027 600,000 Thereafter 6,750,000 Total Gross Principal Payments $ 9,750,000 |
ROU Assets and Lease Liabilit_2
ROU Assets and Lease Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
ROU Assets and Lease Liabilities [Abstract] | |
Schedule of operating leases | December 31, December 31, 2022 2021 Operating leases: Right-of-use assets $ 7,562,048 $ - Lease liability 3,413,210 - Finance leases: Right-of-use assets - - Lease liability - - |
Schedule of information related to leases | Year Ended December 31, 2022 Operating lease cost $ 470,171 Other information: Operating cash flows from operating leases 318,298 Weighted-average remaining lease term – operating leases (in years) 91.5 Weighted-average discount rate – operating leases 10.0 % |
Schedule of annual minimum lease payments of our operating lease liabilities | For The Years Ending December 31, 2023 $ 333,004 2024 311,900 2025 311,900 2026 311,900 2027 311,900 Thereafter 41,125,000 Total future minimum lease payments, undiscounted 42,705,604 Less: imputed interest (39,292,394 ) Present value of future minimum lease payments $ 3,413,210 |
Failed Sale-Leaseback Financi_2
Failed Sale-Leaseback Financing Obligation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Failed Sale-Leaseback Financing Obligation [Abstract] | |
Schedule of remaining future cash payments related to the financing liability | 2023 $ 4,019,531 2024 4,672,544 2025 5,865,396 2026 6,005,734 2027 6,149,455 Thereafter 2,177,367,616 Total Minimum Liability Payments 2,204,080,276 Imputed Interest (2,143,992,369 ) Total $ 60,087,907 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Schedule of deferred tax assets | As of December 31, 2022 2021 U.S. federal tax loss carry–forward $ 33,046,546 $ 12,785,012 U.S. local tax loss carry–forward 3,109,971 1,204,422 Equity based compensation-RSUs 1,709,988 1,122,020 Property and equipment (768,657 ) (1,251,926 ) Allowance for bad debt 175,345 - Unrealized gains and losses on investments 15,566 - Right of use assets (1,737,381 ) - Lease liabilities 784,185 Prepaid rent — (998,606 ) Total deferred tax assets 36,335,563 12,860,922 Less: valuation allowance (36,335,563 ) (12,860,922 ) Net deferred tax asset $ — $ — |
Schedule of net operating loss carry forwards | Amount Begins to U.S. federal net operating loss carry–forwards $ 157,364,504 Indefinite U.S. local net operating loss carry–forwards 157,466,908 2026 Amount Begins to U.S. federal net operating loss carry–forwards $ 60,881,008 Indefinite U.S. local net operating loss carry–forwards 60,983,412 2026 |
Schedule of statutory rate to the reported provision for income taxes | For the Years Ended 2022 2021 Expected Federal Tax (21.0 )% (21.0 )% Local Tax (Net of Federal Benefit) (2.0 ) (2.0 ) Business Combination Expenses - (0.3 ) Non-controlling interest (0.1 ) (0.1 ) Extinguishment of Debt 1.8 (0.1 ) Compensation limitation 0.7 - Change in fair value of warrant liabilities (4.7 ) 11.9 True up of prior year deferred tax assets (25.6 ) - Change in valuation allowance 50.9 11.6 Effective rate of income tax - % - % |
Organization, Nature of Busin_2
Organization, Nature of Business, and Liquidity (Details) - USD ($) | 12 Months Ended | |||||||||||||
Jan. 23, 2023 | Jan. 12, 2023 | Nov. 07, 2022 | Oct. 19, 2022 | Sep. 27, 2022 | Sep. 15, 2022 | Aug. 31, 2022 | Jul. 01, 2022 | Jun. 16, 2022 | Mar. 01, 2022 | Dec. 31, 2022 | Feb. 02, 2023 | Oct. 07, 2022 | Dec. 31, 2021 | |
Organization, Nature of Business, and Liquidity (Details) [Line Items] | ||||||||||||||
Agreement rights , description | The Company has entered into multiple agreements with PFHOF, 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 sits, portions of which are owned by the Company and portions of which are net leased to the Company by government and quasi-governmental entities (see Note 9 for additional information). | |||||||||||||
Cash and cash equivalents | $ 26,016,547 | $ 10,282,983 | ||||||||||||
Restricted cash | 7,499,835 | $ 7,105,057 | ||||||||||||
Liquid investments | 17,000,000 | |||||||||||||
Debt | 16,900,000 | |||||||||||||
Principal value | $ 15,300,000 | |||||||||||||
Principal amount | $ 22,853,831 | |||||||||||||
Lend amount | $ 5,000,000 | |||||||||||||
Total lend amount | $ 5,000,000 | |||||||||||||
Property assessed clean energy | $ 33,387,844 | |||||||||||||
Lender loan amount | $ 10,000,000 | |||||||||||||
Financing amount | $ 14,700,000 | |||||||||||||
Ohio enterprise bond fund issued | $ 7,500,000 | |||||||||||||
Net proceeds | $ 49,000,000 | |||||||||||||
Tax credit award | $ 15,800,000 | |||||||||||||
Preferred stock shares (in Shares) | ||||||||||||||
CH Capital Lending [Member] | ||||||||||||||
Organization, Nature of Business, and Liquidity (Details) [Line Items] | ||||||||||||||
Lend amount | $ 10,500,000 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Organization, Nature of Business, and Liquidity (Details) [Line Items] | ||||||||||||||
Preferred stock shares (in Shares) | 2,400 | |||||||||||||
Redeemable preferred stock shares percentage | 7% | 7% | ||||||||||||
Redeemable preferred stock per share (in Dollars per share) | $ 0.0001 | |||||||||||||
Aggregate purchase price | $ 2,400,000 | |||||||||||||
Principal amount | $ 18,000,000 | |||||||||||||
Business Loan Agreement [Member] | ||||||||||||||
Organization, Nature of Business, and Liquidity (Details) [Line Items] | ||||||||||||||
Borrowed amount | $ 5,000,000 | |||||||||||||
City of Canton [Member] | ||||||||||||||
Organization, Nature of Business, and Liquidity (Details) [Line Items] | ||||||||||||||
Borrowed amount | $ 5,000,000 | |||||||||||||
Liquidity [Member] | ||||||||||||||
Organization, Nature of Business, and Liquidity (Details) [Line Items] | ||||||||||||||
Cash and cash equivalents | $ 26,000,000 | |||||||||||||
Restricted cash | $ 7,500,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |||
Jan. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | May 24, 2022 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Impairment of project development costs | $ 1,748,448 | |||
Restricted cash | 7,499,835 | $ 7,105,057 | ||
Securities held | 17,033,515 | |||
Securities available for sale | 4,067,754 | |||
Doubtful accounts | $ 5,575,700 | 0 | ||
Unrecognized tax benefits percentage | 50% | |||
Operating segment | 1 | |||
Advertising and marketing costs | $ 484,468 | 611,843 | ||
Right of use asset | $ 7,700,000 | |||
Lease liability | 3,400,000 | |||
Prepaid rent | $ 4,400,000 | $ 998,606 | ||
Mountaineer GM, LLC [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Ownership percentage | 60% | |||
Minimum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Service periods | 12 years | |||
Maximum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Service periods | 36 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of financial liabilities measured on a recurring basis and reported at fair value - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of aggregate warrant liabilities | $ 911,000 | $ 13,669,000 |
Fair value of interest rate swap liability | 200,000 | |
Investments available for sale | 4,067,754 | |
Level 1 [Member] | Public Series A Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 748,000 | 4,617,000 |
Level 3 [Member] | Private Series A Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 110,000 | |
Level 3 [Member] | Series B Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | 163,000 | 2,416,000 |
Level 3 [Member] | Series C Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liabilities | $ 6,526,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of changes in fair value of the warrant liabilities | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Summary of Significant Accounting Policies (Details) - Schedule of changes in fair value of the warrant liabilities [Line Items] | |
Fair value as of December 31, 2021 | $ 13,669,000 |
Amendment of warrants to equity classification | (3,336,000) |
Change in fair value | (9,422,000) |
Fair value as of December 31, 2022 | 911,000 |
Public Series A Warrants [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of changes in fair value of the warrant liabilities [Line Items] | |
Fair value as of December 31, 2021 | 4,617,000 |
Amendment of warrants to equity classification | |
Change in fair value | (3,869,000) |
Fair value as of December 31, 2022 | 748,000 |
Private Series A Warrants [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of changes in fair value of the warrant liabilities [Line Items] | |
Fair value as of December 31, 2021 | 110,000 |
Amendment of warrants to equity classification | |
Change in fair value | (110,000) |
Fair value as of December 31, 2022 | |
Series B Warrants [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of changes in fair value of the warrant liabilities [Line Items] | |
Fair value as of December 31, 2021 | 2,416,000 |
Amendment of warrants to equity classification | |
Change in fair value | (2,253,000) |
Fair value as of December 31, 2022 | 163,000 |
Series C Warrants [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of changes in fair value of the warrant liabilities [Line Items] | |
Fair value as of December 31, 2021 | 6,526,000 |
Amendment of warrants to equity classification | (3,336,000) |
Change in fair value | (3,190,000) |
Fair value as of December 31, 2022 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Black Scholes valuation model for the Level 3 valuations - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Private Series A Warrants [Member] | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Term (years) | 2 years 6 months | 3 years 6 months |
Stock price | $ 8.06 | $ 33.44 |
Exercise price | $ 253.11 | $ 253.11 |
Dividend yield | 0% | 0% |
Expected volatility | 52.27% | 50.60% |
Risk free interest rate | 4.22% | 1.30% |
Number of shares | $ 95,576 | $ 95,576 |
Series B Warrants [Member] | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Term (years) | 2 years 10 months 24 days | 3 years 10 months 24 days |
Stock price | $ 8.06 | $ 33.44 |
Exercise price | $ 30.81 | $ 30.81 |
Dividend yield | 0% | 0% |
Expected volatility | 63.86% | 50.60% |
Risk free interest rate | 4.22% | 1.30% |
Number of shares | $ 170,862 | $ 170,862 |
Series C Warrants [Member] | ||
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | ||
Term (years) | 3 years 9 months 18 days | 4 years |
Stock price | $ 22.22 | $ 33.44 |
Exercise price | $ 30.81 | $ 30.81 |
Dividend yield | 0% | 0% |
Expected volatility | 54.70% | 50.60% |
Risk free interest rate | 1.50% | 1.30% |
Number of shares | $ 455,867 | $ 455,867 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of outstanding common stock equivalents have been excluded from the calculation of net loss per share - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 5,841,811 | 2,357,169 |
Warrants to purchase shares of Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 2,003,649 | 1,861,715 |
Unvested restricted stock awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 10,848 | |
Unvested restricted stock units to be settled in shares of Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 134,799 | 100,323 |
Shares of Common Stock issuable upon conversion of convertible notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 3,245,847 | 158,496 |
Shares of Common Stock issuable upon conversion of Series B Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 2,971 | 225,787 |
Shares of Common Stock issuable upon conversion of Series C Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities | 454,545 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 12,037,374 | $ 12,199,148 |
Capitalized project development costs | 65,221,191 | 58,581,466 |
Development costs | 53,803,747 | 36,080,677 |
Film development costs | $ 982,000 | $ 464,000 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 310,503,989 | $ 230,104,137 | |
Less: accumulated depreciation | (61,677,136) | (49,643,575) | |
Property and equipment, net | 248,826,853 | 180,460,562 | |
Project development costs | 140,138,924 | 128,721,480 | |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 12,414,473 | 4,186,090 | |
Land improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Useful Life | 25 years | ||
Property and equipment, gross | 51,808,296 | 31,194,623 | |
Building and improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 239,068,974 | 192,384,530 | |
Building and improvements [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Useful Life | 15 years | ||
Building and improvements [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Useful Life | 39 years | ||
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 7,212,246 | $ 2,338,894 | |
Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Useful Life | 5 years | ||
Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Useful Life | 10 years |
Notes Payable, Net (Details)
Notes Payable, Net (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Nov. 07, 2022 | Jun. 08, 2022 | Mar. 01, 2022 | Dec. 27, 2022 | Apr. 27, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 27, 2022 | |
Notes Payable, Net (Details) [Line Items] | ||||||||
Amortization of note discounts | $ (6,250,721) | $ (5,160,242) | ||||||
Paid-in-kind interest | $ 3,969,092 | $ 2,091,990 | ||||||
Redeemed cash | 5 years | |||||||
Maturity term | 3 years | |||||||
Mortgage loan | $ 7,400,000 | |||||||
Aggregate amount | $ 1,437,459 | $ 118,344 | ||||||
Maturity date | Mar. 31, 2024 | |||||||
Conversion price, per share (in Dollars per share) | $ 30.8 | $ 12.77 | ||||||
Company issued (in Shares) | 39,091 | |||||||
Aggregate loss | $ 148,472 | |||||||
Private placement | $ 10,030,000 | |||||||
Imputed interest rate | 5.20% | |||||||
Company paid | $ 9,700,000 | |||||||
Maturity option | Mar. 31, 2025 | |||||||
Percent fee | 1% | |||||||
Exchange shares (in Shares) | 90,909 | |||||||
Cash financing | $ 4,500,000 | |||||||
Increase interest rate | 12.50% | |||||||
Exercisable per share (in Dollars per share) | $ 12.77 | |||||||
Agreement percentage | 19.99% | |||||||
Conversion percentage | 10% | |||||||
Loss on transaction | $ 6,228,579 | |||||||
Mortgage loaned | $ 4,000,000 | |||||||
Loan interest | $ 6.5 | |||||||
Company issued shares (in Shares) | 5,681 | |||||||
Purchase shares (in Shares) | 5,681 | |||||||
Lender Loan | $ 10,000,000 | |||||||
Notional amount | $ 10,000,000 | |||||||
Fixed interest rate | 4% | |||||||
Minimum [Member] | ||||||||
Notes Payable, Net (Details) [Line Items] | ||||||||
Imputed interest rate | 6.60% | |||||||
Loan interest | $ 2.6 | |||||||
Maximum [Member] | ||||||||
Notes Payable, Net (Details) [Line Items] | ||||||||
Imputed interest rate | 7.70% | |||||||
Loan interest | $ 3.5 | |||||||
Series A Preferred Stock [Member] | ||||||||
Notes Payable, Net (Details) [Line Items] | ||||||||
Preferred stock outstanding (in Shares) | 3,600 | 1,800 | ||||||
Preferred stock authorized (in Shares) | 52,800 | 52,800 | ||||||
JKP Capital loan [Member] | ||||||||
Notes Payable, Net (Details) [Line Items] | ||||||||
Conversion price, per share (in Dollars per share) | $ 23.98 | |||||||
Aquarian Mortgage Loan [Member] | ||||||||
Notes Payable, Net (Details) [Line Items] | ||||||||
Loan | $ 38,000 | |||||||
Series G Warrants [Member] | ||||||||
Notes Payable, Net (Details) [Line Items] | ||||||||
Exercise price per share (in Dollars per share) | $ 33 | |||||||
CFP Loan [Member] | ||||||||
Notes Payable, Net (Details) [Line Items] | ||||||||
Increase interest rate | 12.50% |
Notes Payable, Net (Details) -
Notes Payable, Net (Details) - Schedule of notes payable, net - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gross | $ 185,195,572 | $ 115,721,706 | ||
Discount | (13,879,712) | (14,361,510) | ||
Net | 171,315,860 | 101,360,196 | ||
Preferred Equity Loan [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gross | [1] | 3,600,000 | 3,600,000 | |
Discount | [1] | |||
Net | [1] | $ 3,600,000 | 3,600,000 | |
Interest Rate Stated | [1] | 7% | ||
Interest Rate Effective | [1] | 7% | ||
Maturity Date | [1] | Various | ||
City of Canton Loan [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gross | [2] | $ 3,450,000 | 3,500,000 | |
Discount | [2] | (5,333) | (6,509) | |
Net | [2] | $ 3,444,667 | 3,493,491 | |
Interest Rate Stated | [2] | 0.50% | ||
Interest Rate Effective | [2] | 0.53% | ||
Maturity Date | [2] | 7/1/2027 | ||
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 Stated | 4% | |||
Interest Rate Effective | 4% | |||
Maturity Date | 12/30/2024 | |||
JKP Capital loan [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gross | $ 9,158,711 | [3],[4] | 6,953,831 | |
Discount | [3],[4] | |||
Net | $ 9,158,711 | [3],[4] | 6,953,831 | |
Interest Rate Stated | [3],[4] | 12.50% | ||
Interest Rate Effective | [3],[4] | 12.50% | ||
Maturity Date | [3],[4] | 3/31/2024 | ||
MKG DoubleTree Loan [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gross | $ 15,300,000 | [5] | 15,300,000 | |
Discount | [5] | (83,939) | ||
Net | $ 15,300,000 | [5] | 15,216,061 | |
Interest Rate Stated | [5] | 9.25% | ||
Interest Rate Effective | [5] | 9.25% | ||
Maturity Date | [5] | 9/13/2023 | ||
Convertible PIPE Notes [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gross | $ 26,525,360 | 24,059,749 | ||
Discount | (8,097,564) | (11,168,630) | ||
Net | $ 18,427,796 | 12,891,119 | ||
Interest Rate Stated | 10% | |||
Interest Rate Effective | 24.40% | |||
Maturity Date | 3/31/2025 | |||
Canton Cooperative Agreement [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gross | $ 2,620,000 | 2,670,000 | ||
Discount | (168,254) | (174,843) | ||
Net | $ 2,451,746 | 2,495,157 | ||
Interest Rate Stated | 3.85% | |||
Interest Rate Effective | 5.35% | |||
Maturity Date | 5/15/2040 | |||
CH Capital Loan [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gross | [3],[4],[6] | $ 8,846,106 | ||
Discount | [3],[4],[6] | |||
Net | [3],[4],[6] | $ 8,846,106 | ||
Interest Rate Stated | [3],[4],[6] | 12.50% | ||
Interest Rate Effective | [3],[4],[6] | 12.50% | ||
Maturity Date | [3],[4],[6] | 3/31/2024 | ||
Constellation EME 1 [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gross | [7] | $ 3,536,738 | 4,455,346 | |
Discount | [7] | |||
Net | [7] | $ 3,536,738 | 4,455,346 | |
Interest Rate Stated | [7] | 5.93% | ||
Interest Rate Effective | [7] | 5.93% | ||
Maturity Date | [7] | 4/30/2026 | ||
IRG Split Note [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gross | [3],[4],[8] | $ 4,302,437 | ||
Discount | [3],[4],[8] | |||
Net | [3],[4],[8] | $ 4,302,437 | ||
Interest Rate Stated | [3],[4],[8] | 12.50% | ||
Interest Rate Effective | [3],[4],[8] | 12.50% | ||
Maturity Date | [3],[4],[8] | 3/31/2024 | ||
JKP Split Note [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gross | [3],[4],[8] | $ 4,302,437 | ||
Discount | [3],[4],[8] | |||
Net | [3],[4],[8] | $ 4,302,437 | ||
Interest Rate Stated | [3],[4],[8] | 12.50% | ||
Interest Rate Effective | [3],[4],[8] | 12.50% | ||
Maturity Date | [3],[4],[8] | 3/31/2024 | ||
ErieBank Loan [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gross | $ 19,465,282 | 13,353,186 | ||
Discount | (536,106) | (598,966) | ||
Net | $ 18,929,176 | 12,754,220 | ||
Interest Rate Stated | 8.50% | |||
Interest Rate Effective | 8.74% | |||
Maturity Date | 12/15/2034 | |||
PACE Equity Loan [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gross | $ 8,250,966 | 8,250,966 | ||
Discount | (273,031) | (277,729) | ||
Net | $ 7,977,935 | 7,973,237 | ||
Interest Rate Stated | 6.05% | |||
Interest Rate Effective | 6.18% | |||
Maturity Date | 7/31/2047 | |||
PACE Equity CFP [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gross | $ 2,437,578 | |||
Discount | (27,586) | |||
Net | $ 2,409,992 | |||
Interest Rate Stated | 6.05% | |||
Interest Rate Effective | 6.10% | |||
Maturity Date | 7/31/2046 | |||
CFP Loan [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gross | [4],[9] | $ 4,027,045 | ||
Discount | [4],[9] | |||
Net | [4],[9] | $ 4,027,045 | ||
Interest Rate Stated | [4],[9] | 12.50% | ||
Interest Rate Effective | [4],[9] | 12.50% | ||
Maturity Date | [4],[9] | 3/31/2024 | ||
Stark County Community Foundation [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gross | $ 5,000,000 | |||
Discount | ||||
Net | $ 5,000,000 | |||
Interest Rate Stated | 6% | |||
Interest Rate Effective | 6% | |||
Maturity Date | 5/31/2029 | |||
CH Capital Bridge Loan [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gross | [4] | $ 10,485,079 | ||
Discount | [4] | |||
Net | [4] | $ 10,485,079 | ||
Interest Rate Stated | [4] | 12.50% | ||
Interest Rate Effective | [4] | 12.50% | ||
Maturity Date | [4] | 3/31/2024 | ||
Stadium PACE Loan [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gross | $ 33,387,844 | |||
Discount | (4,091,382) | |||
Net | $ 29,296,462 | |||
Interest Rate Stated | 6% | |||
Interest Rate Effective | 6.51% | |||
Maturity Date | 1/1/2049 | |||
Stark County Infrastructure Loan [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gross | $ 5,000,000 | |||
Discount | ||||
Net | $ 5,000,000 | |||
Interest Rate Stated | 6% | |||
Interest Rate Effective | 6% | |||
Maturity Date | 8/31/2029 | |||
City of Canton Infrastructure Loan [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gross | $ 5,000,000 | |||
Discount | (11,572) | |||
Net | $ 4,988,428 | |||
Interest Rate Stated | 6% | |||
Interest Rate Effective | 6.04% | |||
Maturity Date | 6/30/2029 | |||
TDD Bonds [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gross | $ 7,500,000 | |||
Discount | (668,884) | |||
Net | $ 6,831,116 | |||
Interest Rate Stated | 5.41% | |||
Interest Rate Effective | 5.78% | |||
Maturity Date | 12/1/2046 | |||
TIF loan [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gross | [10] | 9,451,000 | ||
Discount | [10] | (1,611,476) | ||
Net | [10] | 7,839,524 | ||
Constellation EME [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gross | 5,227,639 | |||
Discount | ||||
Net | 5,227,639 | |||
Aquarian Mortgage Loan [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gross | [6] | 7,400,000 | ||
Discount | [6] | (439,418) | ||
Net | [6] | 6,960,582 | ||
IRG Note [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Gross | [8] | 8,500,000 | ||
Discount | [8] | |||
Net | [8] | $ 8,500,000 | ||
[1]The Company had 3,600 and 1,800 shares of Series A Preferred Stock outstanding and 52,800 and 52,800 shares of Series A Preferred Stock authorized as of December 31, 2022 and 2021, respectively. The Series A Preferred Stock is required to be redeemed for cash after five years from the date of issuance.[2]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.[3]On March 1, 2022, the Company entered into amendments to certain of its IRG and IRG-affiliated notes payable. See discussion below for the accounting and assumptions used in the transactions.[4]On November 7, 2022, the Company entered into amendments to certain of its IRG and IRG-affiliated notes payable. See discussion below for the accounting and assumptions used in the transactions.[5]On March 1, 2022, HOF Village Hotel II, LLC, a subsidiary of the Company, entered into an amendment to the MKG DoubleTree Loan with the Company’s director, Stuart Lichter, as guarantor, and ErieBank, a division of CNB Bank, a wholly owned subsidiary of CNB Financial Corporation, as lender, which extended the maturity to September 13, 2023. The Company accounted for this amendment as a modification, and expensed approximately $38,000 in loan modification costs.[6]On March 1, 2022, CH Capital Lending purchased and acquired, the Company’s $7.4 million Aquarian Mortgage Loan (as thereafter amended and acquired by CH Capital Lending, the “CH Capital Loan”).[7]The Company also has a sponsorship agreement with Constellation New Energy, Inc., the lender of the Constellation EME #2 note.[8]On March 1, 2022, pursuant to an Assignment of Promissory Note, dated March 1, 2022, IRG assigned (a) a one-half (½) interest in the IRG Note to IRG (the “IRG Split Note”) and (b) a one-half (½) interest in the IRG Note to JKP (the “JKP Split Note”). See “IRG Split Note” and “JKP Split Note”, below.[9]See “CFP Loan”, below, for a description of the loan along with the valuation assumptions used to value the warrants issued in connection with the loan.[10]See “TIF Loan”, below, for a description of the loan. |
Notes Payable, Net (Details) _2
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | $ 966,062 | $ 1,669,560 |
TIF loan [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 22,208 | |
Preferred equity loan [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 64,575 | 203,350 |
CFP Loan [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 5,245 | 89,682 |
City of Canton Loan [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 1,555 | 5,979 |
JKP Capital Note [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 1,251,395 | |
MKG Doubletree loan [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 121,656 | |
Canton Cooperative Agreement [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 48,708 | 39,416 |
CH Capital Loan [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 55,328 | |
IRG Split Note [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 28,490 | |
JKP Split Note [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 35,138 | |
ErieBank Loan [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 140,394 | 26,706 |
PACE Equity Loan [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 213,842 | 30,824 |
CH Capital Bridge Loan [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 70,659 | |
Stadium PACE Loan [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | 166,939 | |
TDD Bonds [Member] | ||
Notes Payable, Net (Details) - Schedule of accrued interest on notes payable [Line Items] | ||
Total | $ 13,533 |
Notes Payable, Net (Details) _3
Notes Payable, Net (Details) - Schedule of issuance of shares and warrants | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
TIF loan [Member] | |
Notes Payable, Net (Details) - Schedule of issuance of shares and warrants [Line Items] | |
Term (years) | 5 years |
Stock price (in Dollars per share) | $ 22.22 |
Dividend yield | 0% |
Expected volatility | 51.20% |
Risk free interest rate | 1.60% |
TIF loan [Member] | Minimum [Member] | |
Notes Payable, Net (Details) - Schedule of issuance of shares and warrants [Line Items] | |
Exercise price (in Dollars per share) | $ 23.98 |
TIF loan [Member] | Maximum [Member] | |
Notes Payable, Net (Details) - Schedule of issuance of shares and warrants [Line Items] | |
Exercise price (in Dollars per share) | 30.8 |
CFP Loan [Member] | |
Notes Payable, Net (Details) - Schedule of issuance of shares and warrants [Line Items] | |
Stock price (in Dollars per share) | $ 14.41 |
Dividend yield | 0% |
Expected volatility | 63.90% |
Risk free interest rate | 4.80% |
CFP Loan [Member] | Minimum [Member] | |
Notes Payable, Net (Details) - Schedule of issuance of shares and warrants [Line Items] | |
Term (years) | 3 years 1 month 6 days |
Exercise price (in Dollars per share) | $ 23.98 |
CFP Loan [Member] | Maximum [Member] | |
Notes Payable, Net (Details) - Schedule of issuance of shares and warrants [Line Items] | |
Term (years) | 4 years 6 months |
Exercise price (in Dollars per share) | $ 30.8 |
Huntington Loan [Member] | |
Notes Payable, Net (Details) - Schedule of issuance of shares and warrants [Line Items] | |
Term (years) | 5 years |
Stock price (in Dollars per share) | $ 13.64 |
Exercise price (in Dollars per share) | $ 33 |
Dividend yield | 0% |
Expected volatility | 52.40% |
Risk free interest rate | 3% |
Number of shares (in Shares) | shares | 5,681 |
Notes Payable, Net (Details) _4
Notes Payable, Net (Details) - Schedule of principal payments on notes payable outstanding | Dec. 31, 2022 USD ($) |
Schedule of Principal Payments on Notes Payable Outstanding [Abstract] | |
2023 | $ 16,744,801 |
2024 | 46,404,272 |
2025 | 30,877,498 |
2026 | 3,655,408 |
2027 | 4,281,371 |
Thereafter | 83,232,222 |
Total Gross Principal Payments | 185,195,572 |
Less: Discount | (13,879,712) |
Total Net Principal Payments | $ 171,315,860 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 12 Months Ended | |||||||||||
Nov. 07, 2022 | Nov. 07, 2022 | Mar. 28, 2022 | Sep. 30, 2021 | May 13, 2021 | Nov. 03, 2020 | Jul. 01, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 01, 2022 | Jun. 02, 2021 | Oct. 08, 2020 | |
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Aggregate amount (in Dollars) | $ 118,344 | $ 1,437,459 | ||||||||||
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, without stockholder approval, of up to 5,000,000 shares of preferred stock, par value $0.0001. | |||||||||||
Preferred stock, shares authorized | 4,917,000 | 4,917,000 | ||||||||||
Preferred stock, shares outstanding | ||||||||||||
Conversion price (in Dollars per share) | $ 67.32 | |||||||||||
Shares issued | 90,909 | |||||||||||
Issuance of restricted stock units | 29,039 | |||||||||||
Exercise price (in Dollars per share) | $ 12.77 | $ 12.77 | $ 151.8 | |||||||||
2020 Omnibus Incentive Plan [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Common stock authorized for issuance shares | 82,397 | |||||||||||
Shares issued | 264,215 | |||||||||||
Shares remained available for issuance | 90,643 | |||||||||||
Issuance of restricted stock units | 67,170 | |||||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Preferred stock, shares authorized | 15,000 | |||||||||||
Amended and Restated Series C Warrants [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Exercise price (in Dollars per share) | $ 30.8 | |||||||||||
Series A Preferred Stock [Member] | Authorized Capital [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Preferred stock, shares authorized | 52,800 | |||||||||||
Series B Preferred Stock [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Preferred stock, shares authorized | 15,200 | |||||||||||
Relative rights, percentage | 7% | |||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Preferred stock, shares authorized | 15,200 | 15,200 | ||||||||||
Preferred stock, shares outstanding | 200 | 15,200 | ||||||||||
Convertible preferred stock, percentage | 7% | |||||||||||
Series C Convertible Preferred Stock [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Convertible preferred stock, percentage | 7% | |||||||||||
Preferred stock, shares issuance | 15,000 | |||||||||||
Aggregate liquidation preference (in Dollars) | $ 15,000,000 | |||||||||||
Restricted Common Stock [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Stock–based compensation related to restricted stock (in Dollars) | $ 1,746,799 | $ 2,436,091 | ||||||||||
Related to restricted share arrangements (in Dollars) | $ 2,227,151 | |||||||||||
Weighted average period | 1 year 6 months 21 days | |||||||||||
Restricted Stock Units [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Related to restricted share arrangements (in Dollars) | $ 0 | |||||||||||
Stock-based compensation expense (in Dollars) | $ 2,150,004 | $ 3,074,043 | ||||||||||
Restricted Stock Units [Member] | Minimum [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Issuance of restricted stock units per share (in Dollars per share) | $ 12 | |||||||||||
Restricted Stock Units [Member] | Maximum [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Issuance of restricted stock units per share (in Dollars per share) | $ 23.54 | |||||||||||
Restricted Stock Awards [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Restricted stock shares | 96,209 | |||||||||||
Equity Distribution Agreement [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Aggregate offering price (in Dollars) | $ 50,000,000 | |||||||||||
Sale of shares | 988,007 | |||||||||||
Net proceeds (in Dollars) | $ 20,400,000 | |||||||||||
Remaining availability of equity distribution (in Dollars) | $ 25,900,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of restricted common stock - Restricted Common Stock [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Stockholders’ Equity (Details) - Schedule of restricted common stock [Line Items] | |
Number of shares, Non-vested, Beginning balance | 10,848 |
Weighted average grant date fair value, Non–vested, Beginning balance (in Dollars per share) | $ / shares | $ 204.6 |
Number of shares, Granted | 19,943 |
Weighted average grant date fair value, Granted (in Dollars per share) | $ / shares | $ 19 |
Number of shares, Vested | (30,791) |
Weighted average grant date fair value, Vested (in Dollars per share) | $ / shares | $ 84.39 |
Number of shares, Non-vested, Ending balance |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Schedule of restricted stock units - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Stockholders’ Equity (Details) - Schedule of restricted stock units [Line Items] | |
Number of shares, Non-vested, Beginning balance | shares | 100,323 |
Weighted average grant date fair value, Non-vested, Beginning balance | $ / shares | $ 50.85 |
Number of shares, Granted | shares | 96,209 |
Weighted average grant date fair value, Granted | $ / shares | $ 20.07 |
Number of shares, Vested | shares | (31,717) |
Weighted average grant date fair value, Vested | $ / shares | $ 50.93 |
Number of shares, Forfeited | shares | (30,016) |
Weighted average grant date fair value, Forfeited | $ / shares | $ 51.4 |
Number of shares, Non-vested, Ending balance | shares | 134,799 |
Weighted average grant date fair value, Non-vested, Ending balance | $ / shares | $ 28.74 |
Stockholders_ Equity (Details_3
Stockholders’ Equity (Details) - Schedule of warrant activity | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Schedule of Warrant Activity [Abstract] | |
Number of Shares Outstanding, Beginning balance | shares | 1,861,715 |
Weighted Average Exercise Price, Beginning balance | $ / shares | $ 159.48 |
Weighted Average Contractual Life (years), Beginning balance | 3 years 7 months 2 days |
Number of shares Outstanding, Granted | shares | 141,934 |
Weighted Average Exercise Price, Granted | $ / shares | $ 12.77 |
Number of shares Outstanding, Ending balance | shares | 2,003,649 |
Weighted Average Exercise Price, Ending balance | $ / shares | $ 149.09 |
Weighted Average Contractual Life (years), Ending balance | 2 years 10 months 9 days |
Intrinsic Value, Ending balance | $ | |
Number of shares, Exercisable | shares | 1,929,843 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 154.3 |
Weighted Average Contractual Life (years), Exercisable | 2 years 9 months 21 days |
Intrinsic Value, Exercisable | $ |
Stockholders_ Equity (Details_4
Stockholders’ Equity (Details) - Schedule of fair value warrants - USD ($) | 12 Months Ended | |||
Nov. 07, 2022 | Mar. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Series C Warrants [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Term (years) | 3 years 9 months 18 days | 4 years | ||
Stock price (in Dollars per share) | $ 22.22 | $ 33.44 | ||
Exercise price (in Dollars per share) | $ 30.8 | |||
Dividend yield | 0% | 0% | ||
Expected volatility | 54.70% | 50.60% | ||
Risk free interest rate | 1.50% | |||
Number of shares (in Shares) | 455,867 | |||
Aggregate fair value (in Dollars) | $ 3,336,000 | |||
Series C Warrants [Member] | March 1, 2022 Modification [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Term (years) | 5 years | |||
Stock price (in Dollars per share) | $ 22.22 | |||
Exercise price (in Dollars per share) | $ 30.8 | |||
Dividend yield | 0% | |||
Expected volatility | 50.80% | |||
Risk free interest rate | 1.50% | |||
Number of shares (in Shares) | 455,867 | |||
Aggregate fair value (in Dollars) | $ 3,648,000 | |||
Series C Warrants [Member] | November 7, 2022 Modification [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Term (years) | 3 years 1 month 6 days | |||
Stock price (in Dollars per share) | $ 14.52 | |||
Exercise price (in Dollars per share) | $ 12.77 | |||
Dividend yield | 0% | |||
Expected volatility | 63.90% | |||
Risk free interest rate | 4.80% | |||
Number of shares (in Shares) | 455,867 | |||
Aggregate fair value (in Dollars) | $ 3,230,000 | |||
Series D Warrants [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Term (years) | 3 years 9 months 18 days | |||
Stock price (in Dollars per share) | $ 22.22 | |||
Exercise price (in Dollars per share) | $ 151.8 | |||
Dividend yield | 0% | |||
Expected volatility | 63.50% | |||
Risk free interest rate | 1.30% | |||
Number of shares (in Shares) | 111,321 | |||
Aggregate fair value (in Dollars) | $ 50,000 | |||
Series D Warrants [Member] | March 1, 2022 Modification [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Term (years) | 3 years 9 months 18 days | |||
Stock price (in Dollars per share) | $ 22.22 | |||
Exercise price (in Dollars per share) | $ 151.8 | |||
Dividend yield | 0% | |||
Expected volatility | 50.80% | |||
Risk free interest rate | 1.60% | |||
Number of shares (in Shares) | 111,321 | |||
Aggregate fair value (in Dollars) | $ 138,000 | |||
Series D Warrants [Member] | November 7, 2022 Modification [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Term (years) | 3 years 1 month 6 days | |||
Stock price (in Dollars per share) | $ 14.52 | |||
Exercise price (in Dollars per share) | $ 12.77 | |||
Dividend yield | 0% | |||
Expected volatility | 63.90% | |||
Risk free interest rate | 4.80% | |||
Number of shares (in Shares) | 111,321 | |||
Aggregate fair value (in Dollars) | $ 910,000 |
Sponsorship Revenue and Assoc_3
Sponsorship Revenue and Associated Commitments (Details) - USD ($) | 12 Months Ended | |||
Oct. 09, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | May 10, 2020 | |
Sponsorship Revenue and Associated Commitments (Details) [Line Items] | ||||
Sponsorship agreement amount | $ 135,000,000 | |||
Agreement year | 1 year | |||
Amount of activation proceeds | $ 750,000 | |||
Payments for service | $ 217,000,000 | 195,000,000 | $ 199,000,000 | |
Received amount | $ 4,750,000 | |||
Balance due amount | 6,635,417 | 1,885,417 | ||
Johnson Controls, Inc. [Member] | ||||
Sponsorship Revenue and Associated Commitments (Details) [Line Items] | ||||
Sponsorship agreement amount | 99,000,000 | |||
First Data Merchant Services LLC [Member] | ||||
Sponsorship Revenue and Associated Commitments (Details) [Line Items] | ||||
Revenue recognized, net | 4,497,864 | |||
Constellation NewEnergy, Inc. [Member] | ||||
Sponsorship Revenue and Associated Commitments (Details) [Line Items] | ||||
Revenue recognized, net | 4,812,500 | |||
Johnson Controls, Inc. [Member] | ||||
Sponsorship Revenue and Associated Commitments (Details) [Line Items] | ||||
Revenue recognized, net | $ 2,697,487 | $ 6,023,863 |
Sponsorship Revenue and Assoc_4
Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received and required activation spend under the agreement - Johnson Controls, Inc [Member] | Dec. 31, 2022 USD ($) |
Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received and required activation spend under the agreement [Line Items] | |
2022 | $ 4,750,000 |
2023 | 4,750,000 |
2024 | 5,000,000 |
2025 | 5,000,000 |
2026 | 5,000,000 |
Thereafter | 41,531,251 |
Total | 66,031,251 |
Unrestricted [Member] | |
Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received and required activation spend under the agreement [Line Items] | |
2022 | 4,000,000 |
2023 | 4,000,000 |
2024 | 4,250,000 |
2025 | 4,250,000 |
2026 | 4,250,000 |
Thereafter | 35,531,251 |
Total | 56,281,251 |
Activation [Member] | |
Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received and required activation spend under the agreement [Line Items] | |
2022 | 750,000 |
2023 | 750,000 |
2024 | 750,000 |
2025 | 750,000 |
2026 | 750,000 |
Thereafter | 6,000,000 |
Total | $ 9,750,000 |
Sponsorship Revenue and Assoc_5
Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received under the agreement - First Data Merchant Services LLC [Member] | Dec. 31, 2022 USD ($) |
Sponsorship Revenue and Associated Commitments (Details) - Schedule of future cash to be received under the agreement [Line Items] | |
2023 | $ 2,929,720 |
2024 | 2,406,265 |
2025 | 2,317,265 |
2026 | 2,167,265 |
2027 | 1,757,265 |
Thereafter | 4,514,529 |
Total | $ 16,092,309 |
Other Commitments (Details)
Other Commitments (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jul. 14, 2022 | Apr. 30, 2021 | Oct. 22, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 01, 2021 | Dec. 11, 2018 | |
Other Commitments (Details) [Line Items] | |||||||
Gross revenue percentage | 2% | 20% | |||||
Base management fees and other operating expenses | $ 10,000 | ||||||
Commencement date | Oct. 22, 2024 | ||||||
Rent expenses relating to operating leases | $ 154,131 | $ 120,000 | |||||
Escrow deposit | $ 2,000,000 | ||||||
Monthly installments | $ 103,095 | ||||||
Agreement term | 10 years | ||||||
Warrants [Member] | |||||||
Other Commitments (Details) [Line Items] | |||||||
Equity interest in the form of warrants | $ 4,000,000 |
Other Commitments (Details) - S
Other Commitments (Details) - Schedule of future minimum lease commitments under non-cancellable operating leases - Project and Ground Leases [Member] | Dec. 31, 2022 USD ($) |
Other Commitments (Details) - Schedule of future minimum lease commitments under non-cancellable operating leases [Line Items] | |
2023 | $ 552,620 |
2024 | 586,190 |
2025 | 589,245 |
2026 | 587,681 |
2027 | 563,543 |
Thereafter | 2,654,701 |
Total | $ 5,533,980 |
Other Commitments (Details) -_2
Other Commitments (Details) - Schedule of other liabilities - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Other Liabilities [Abstract] | ||
Activation fund reserves | $ 3,511,185 | $ 3,537,347 |
Deferred revenue | 6,867,970 | 203,278 |
Deposits and other liabilities | 300,549 | |
Total | $ 10,679,704 | $ 3,740,625 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | May 24, 2022 | Feb. 03, 2021 | Oct. 22, 2019 | Dec. 11, 2018 | |
Related-Party Transactions (Details) [Line Items] | ||||||
Percentage of development costs | 4% | |||||
Capital bridge loan | $ 3,127,304 | |||||
Sponsorship revenue rate | 2% | 20% | ||||
License fees | $ 1,250,000 | |||||
Minimum guarantee percentage | 3% | |||||
Purchase for parcels of real property | $ 1,750,000 | |||||
License Fee description | The Global License Agreement requires Newco to pay PFHOF an annual license fee of $900,000 in the first contract year, inclusive of calendar years 2021 and 2022; an annual license fee of $600,000 in each of contract years two through six; and an annual license fee of $750,000 per year starting in contract year seven through the end of the initial term. The Global License Agreement also provides for an additional license royalty payment by Newco to PFHOF for certain usage above specified financial thresholds, as well as a commitment to support PFHOF museum attendance through Newco’s and its affiliates’ ticket sales for certain concerts and youth sports tournaments. The Global License Agreement has an initial term through December 31, 2036, subject to automatic renewal for successive five-year terms, unless timely notice of non-renewal is provided by either party. | |||||
License fee | $ 900,000 | $ 0 | ||||
Hotel construction loan description | (a) a first priority perfected mortgage encumbering the Hotel Property; (b) a first priority perfected assignment of leases and rents with respect to the Hotel Property; (c) a first priority perfected assignment of all permits, licenses, entitlements, approvals, and contracts with respect to the Hotel Property; (d) UCC-1 financing statements (all personal property, fixture filing and accounts and reserves); (e) equity pledge; and (f) all other agreements and assurances customary in similar financings by IRGInc. The Hotel Construction Loan will bear interest at a variable rate per annum equal to the one-month Term SOFR plus 6%, subject to a SOFR floor equal to the greater of (i) 4% and (ii) prevailing SOFR at closing of the Hotel Construction Loan. Payments of interest only will be made during the initial two-year term, with a payments of principal and interest based on a 25-year amortization during the extension term, if applicable. Hotel will pay 1% of the Hotel Construction Loan amount as an origination fee, payable in full at closing. The Hotel Construction Loan definitive documentation will have representations, warranties and events of default usual and customary for such type of loan. | |||||
Payments for other fee | $ 4,500,000 | |||||
Share issued (in Shares) | 90,909 | |||||
Common stock per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
IRG affiliate lender loans description | (i) all IRG Affiliate Lender loans will bear interest at 12.5% per annum, compounded monthly, with payment required monthly at 8% per annum, and with the remaining interest accrued and deferred until maturity; (ii) the price at which the principal and accumulated and unpaid interest under the IRG Affiliated Lender loans is convertible into shares of Common Stock will be reset to a price equal to $12.77 per share; (iii) the Company and its subsidiaries will record a blanket junior mortgage on all real estate owned or leased by the Company and its subsidiaries, whether fee or leasehold estates, other than those parcels for which existing lenders prohibit junior financing; (iv) the Company agreed to acknowledge an existing pledge of the Company’s 100% membership interest in HOFV Newco and reflect that such pledge secures all amounts due under the IRG Affiliate Lender Loans; (v) all IRG Affiliate Lender loans will be cross-collateralized and cross-defaulted; (vi) the Company and its subsidiaries will covenant not to assign, pledge, mortgage, encumber or hypothecate any of the underlying assets, membership interests in affiliated entities or IP rights without IRGLLC’s written consent; (vii) prior development fees owed by the Company to IRGLLC will be accrued and added to the Bridge Loan, and future development fees owed by the Company to IRGLLC will be paid as when due; and (viii) the Company will pay to IRGLLC 25% of all contractual dispute cash settlements collected by the Company with regard to existing contractual disputes in settlement discussions, which shall be applied to outstanding IRG Affiliate Lender loans, first against accrued interest and other charges and then against principal. | |||||
IRG letter agreement description | IRGLLC and the Company agreed to comply with all federal and state securities laws and Nasdaq listing rules and to insert “blocker” provisions for the above-described re-pricing of the warrants and the conversion provisions, such that the total cumulative number of shares of Common Stock that may be issued to IRGLLC and its affiliated and related parties pursuant to the IRG Letter Agreement may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will not apply following Approval (defined below). In addition, the provisions of the IRG Letter Agreement are limited by Nasdaq Listing Rule 5635(c). If the number of shares of Common Stock issued to IRGLLC and its affiliated and related parties pursuant to the IRG Letter Agreement and the agreements modified thereunder exceeds the Nasdaq 19.99% Cap, then the Company will use reasonable efforts to obtain stockholder approval of the issuance of shares in excess of the Nasdaq 19.99% Cap, no later than the next stockholder meeting (the “Approval”). | |||||
Hotel Construction Loan [Member] | ||||||
Related-Party Transactions (Details) [Line Items] | ||||||
Hotel construction loan | $ 28,000,000 |
Related-Party Transactions (D_2
Related-Party Transactions (Details) - Schedule of due to affiliates - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Related-Party Transactions (Details) - Schedule of due to affiliates [Line Items] | ||
Total | $ 855,485 | $ 1,818,955 |
Due to IRG Member [Member] | ||
Related-Party Transactions (Details) - Schedule of due to affiliates [Line Items] | ||
Total | 228,353 | 1,041,847 |
Due to IRG Affiliate [Member] | ||
Related-Party Transactions (Details) - Schedule of due to affiliates [Line Items] | ||
Total | 116,900 | 116,900 |
Due to PFHOF [Member] | ||
Related-Party Transactions (Details) - Schedule of due to affiliates [Line Items] | ||
Total | $ 510,232 | $ 660,208 |
Related-Party Transactions (D_3
Related-Party Transactions (Details) - Schedule of future minimum payments | Dec. 31, 2022 USD ($) |
Schedule of Future Minimum Payments [Abstract] | |
2023 | $ 600,000 |
2024 | 600,000 |
2025 | 600,000 |
2026 | 600,000 |
2027 | 600,000 |
Thereafter | 6,750,000 |
Total Gross Principal Payments | $ 9,750,000 |
Concentrations (Details)
Concentrations (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Sponsorship revenue [Member] | ||
Concentrations (Details) [Line Items] | ||
Number of customer | 2 | 2 |
Sponsorship revenue [Member] | Customer One [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk percentage | 43.5% | 75% |
Sponsorship revenue [Member] | Customer Two [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk percentage | 18.5% | 19% |
Accounts Receivable [Member] | ||
Concentrations (Details) [Line Items] | ||
Number of customer | 1 | 1 |
Accounts Receivable [Member] | Customer One [Member] | ||
Concentrations (Details) [Line Items] | ||
Concentration risk percentage | 94.4% | 88% |
ROU Assets and Lease Liabilit_3
ROU Assets and Lease Liabilities (Details) | Jan. 01, 2022 USD ($) |
ROU Assets and Lease Liabilities (Details) [Line Items] | |
Operating ROU assets | $ 7,741,946 |
Operating lease liabilities | 3,383,807 |
ROU [Member] | |
ROU Assets and Lease Liabilities (Details) [Line Items] | |
Prepaid rent | $ 4,358,139 |
ROU Assets and Lease Liabilit_4
ROU Assets and Lease Liabilities (Details) - Schedule of operating leases - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Leases [Member] | ||
Operating leases: | ||
Right-of-use assets | $ 7,562,048 | |
Lease liability | 3,413,210 | |
Finance Leases [Member] | ||
Finance leases: | ||
Right-of-use assets | ||
Lease liability |
ROU Assets and Lease Liabilit_5
ROU Assets and Lease Liabilities (Details) - Schedule of information related to leases | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule of Information Related to Leases [Abstract] | |
Operating lease cost | $ 470,171 |
Other information: | |
Operating cash flows from operating leases | $ 318,298 |
Weighted-average remaining lease term – operating leases (in years) | 91 years 6 months |
Weighted-average discount rate – operating leases | 10% |
ROU Assets and Lease Liabilit_6
ROU Assets and Lease Liabilities (Details) - Schedule of annual minimum lease payments of our operating lease liabilities | Dec. 31, 2022 USD ($) |
Schedule of Annual Minimum Lease Payments of Our Operating Lease Liabilities [Abstract] | |
2023 | $ 333,004 |
2024 | 311,900 |
2025 | 311,900 |
2026 | 311,900 |
2027 | 311,900 |
Thereafter | 41,125,000 |
Total future minimum lease payments, undiscounted | 42,705,604 |
Less: imputed interest | (39,292,394) |
Present value of future minimum lease payments | $ 3,413,210 |
Failed Sale-Leaseback Financi_3
Failed Sale-Leaseback Financing Obligation (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 07, 2022 | Sep. 27, 2022 | Dec. 31, 2022 | |
Failed Sale-Leaseback Financing Obligation [Abstract] | |||
Lease agreement | $ 4,375,000 | $ 307,125 | |
Annual increases | 2% | ||
Discount rate | 10.25% | ||
Financing liability | $ 60,087,907 | ||
Remaining payments | 2,204,080,276 | ||
Net of discount | 2,143,992,368 | ||
Ground lease | 2,631,481 | ||
Company recorded | 4,120,000 | ||
Third parties cost | $ 940,166 |
Failed Sale-Leaseback Financi_4
Failed Sale-Leaseback Financing Obligation (Details) - Schedule of remaining future cash payments related to the financing liability | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule of Remaining Future Cash Payments Related to the Financing Liability [Abstract] | |
2023 | $ 4,019,531 |
2024 | 4,672,544 |
2025 | 5,865,396 |
2026 | 6,005,734 |
2027 | 6,149,455 |
Thereafter | 2,177,367,616 |
Total Minimum Liability Payments | 2,204,080,276 |
Imputed Interest | (2,143,992,369) |
Total | $ 60,087,907 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes [Abstract] | ||
Valuation allowance | $ 23,474,643 | $ 10,693,798 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of deferred tax assets - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2022 | |
Schedule of Deferred Tax Assets [Abstract] | |||
U.S. federal tax loss carry–forward | $ 33,046,546 | $ 12,785,012 | |
U.S. local tax loss carry–forward | 3,109,971 | 1,204,422 | |
Equity based compensation-RSUs | 1,709,988 | 1,122,020 | |
Property and equipment | (768,657) | (1,251,926) | |
Allowance for bad debt | 175,345 | ||
Unrealized gains and losses on investments | 15,566 | ||
Right of use assets | (1,737,381) | ||
Lease liabilities | 784,185 | ||
Prepaid rent | (998,606) | $ (4,400,000) | |
Total deferred tax assets | 36,335,563 | 12,860,922 | |
Less: valuation allowance | (36,335,563) | (12,860,922) | |
Net deferred tax asset |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of net operating loss carry forwards - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Net Operating Loss Carry Forwards [Abstract] | ||
U.S. federal net operating loss carry–forwards | $ 157,364,504 | $ 60,881,008 |
U.S. federal net operating loss carry–forwards | Indefinite | Indefinite |
U.S. local net operating loss carry–forwards | $ 157,466,908 | $ 60,983,412 |
U.S. local net operating loss carry–forwards | 2026 years | 2026 years |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of statutory rate to the reported provision for income taxes | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Statutory Rate to the Reported Provision for Income Taxes [Abstract] | ||
Expected Federal Tax | (21.00%) | (21.00%) |
Local Tax (Net of Federal Benefit) | (2.00%) | (2.00%) |
Business Combination Expenses | (0.30%) | |
Non-controlling interest | (0.10%) | (0.10%) |
Extinguishment of Debt | 1.80% | (0.10%) |
Compensation limitation | 0.70% | |
Change in fair value of warrant liabilities | (4.70%) | 11.90% |
True up of prior year deferred tax assets | (25.60%) | |
Change in valuation allowance | 50.90% | 11.60% |
Effective rate of income tax |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Contribution expense | $ 192,271 | $ 178,621 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 12 Months Ended | ||||||
Feb. 02, 2023 | Jan. 23, 2023 | Jan. 12, 2023 | Dec. 31, 2022 | Sep. 27, 2022 | May 24, 2022 | Dec. 31, 2021 | |
Subsequent Events (Details) [Line Items] | |||||||
Common stock, par value per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Exercise price (in Dollars per share) | $ 1,000 | ||||||
Purchase price | $ 1,600,000 | ||||||
Preferred stock per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Purchase price percentage | 2% | ||||||
Interest rate | 4% | ||||||
Subsequent Event [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Sale of shares (in Shares) | 1,600 | ||||||
Preferred stock percentage | 7% | 7% | |||||
Common stock, par value per share (in Dollars per share) | $ 0.0001 | ||||||
Additional shares (in Shares) | 800 | ||||||
Preferred stock per share (in Dollars per share) | $ 1,000 | ||||||
Purchase price | $ 800,000 | ||||||
Principal amount | $ 18,100,000 | ||||||
Cost improvements | 6,767,543 | ||||||
Costs of issuance | 1,169,916 | ||||||
Debt service | $ 905,000 | ||||||
Interest rate | 6.375% | ||||||
Tax Increment Financing [Member] | Subsequent Event [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Principal amount | $ 18,100,000 | ||||||
Development Finance Authority [Member] | Subsequent Event [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Principal amount | $ 8,628,502 | ||||||
JKP Capital Loan [Member] | |||||||
Subsequent Events (Details) [Line Items] | |||||||
Conversion price (in Dollars per share) | $ 110,000 |