Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 10, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Information [Line Items] | ||
Entity Registrant Name | HALL OF FAME RESORT & ENTERTAINMENT COMPANY | |
Entity Central Index Key | 0001708176 | |
Entity File Number | 001-38363 | |
Entity Tax Identification Number | 84-3235695 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Contact Personnel [Line Items] | ||
Entity Address, Address Line One | 2014 Champions Gateway | |
Entity Address, City or Town | Canton | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 44708 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | (330) | |
Local Phone Number | 458–9176 | |
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,525,582 | |
Common Stock, $0.0001 par value per share | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | HOFV | |
Security Exchange Name | NASDAQ | |
Warrants to purchase 0.064578 shares of Common Stock | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Warrants to purchase 0.064578 shares of Common Stock | |
Trading Symbol | HOFVW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Assets | ||
Cash | $ 2,713,210 | $ 3,243,353 |
Restricted cash | 4,170,957 | 8,572,730 |
Equity method investments | 2,476,397 | |
Investments available for sale | 2,000,000 | 2,000,000 |
Accounts receivable, net | 1,268,174 | 1,108,460 |
Prepaid expenses and other assets | 8,109,121 | 3,514,135 |
Property and equipment, net | 341,626,103 | 344,378,835 |
Property and equipment held for sale | 12,325,227 | |
Right-of-use lease assets | 7,274,397 | 7,387,693 |
Project development costs | 69,932,439 | 59,366,200 |
Total assets | 439,570,798 | 441,896,633 |
Liabilities | ||
Notes payable, net | 221,653,857 | 219,532,941 |
Accounts payable and accrued expenses | 23,363,469 | 21,825,540 |
Due to affiliate | 2,726,806 | 1,293,874 |
Warrant liability | 176,000 | 225,000 |
Financing liability | 65,867,451 | 62,982,552 |
Operating lease liability | 3,321,009 | 3,440,630 |
Other liabilities | 8,858,499 | 5,858,682 |
Total liabilities | 325,967,091 | 315,159,219 |
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 March 31, 2024 and December 31, 2023 | ||
Common stock, $0.0001 par value; 300,000,000 shares authorized; 6,502,437 and 6,437,020 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 650 | 643 |
Additional paid-in capital | 346,097,951 | 344,335,489 |
Accumulated deficit | (231,531,470) | (216,643,882) |
Total equity attributable to HOFRE | 114,567,133 | 127,692,252 |
Non-controlling interest | (963,426) | (954,838) |
Total equity | 113,603,707 | 126,737,414 |
Total liabilities and stockholders’ equity | 439,570,798 | 441,896,633 |
Series B Convertible Preferred Stock | ||
Stockholders’ equity | ||
Convertible preferred stock | ||
Series C Convertible Preferred Stock | ||
Stockholders’ equity | ||
Convertible preferred stock | $ 2 | $ 2 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Undesignated preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Undesignated preferred stock, shares authorized | 4,917,000 | 4,917,000 |
Undesignated preferred stock, shares issued | ||
Undesignated 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 | 6,502,437 | 6,437,020 |
Common stock, shares outstanding | 6,502,437 | 6,437,020 |
Series B Convertible Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 15,200 | 15,200 |
Preferred stock, shares issued | 200 | 200 |
Preferred stock, shares outstanding | 200 | 200 |
Preferred stock, liquidation preference (in Dollars) | $ 222,011 | |
Series C Convertible Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 15,000 | 15,000 |
Preferred stock, shares issued | 15,000 | 15,000 |
Preferred stock, shares outstanding | 15,000 | 15,000 |
Preferred stock, liquidation preference (in Dollars) | $ 15,707,500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues | ||
Total revenues | $ 4,191,315 | $ 3,120,433 |
Operating expenses | ||
Operating expenses | 6,150,364 | 12,528,716 |
Hotel operating expenses | 974,432 | 1,459,203 |
Impairment expense | 1,145,000 | |
Depreciation expense | 4,158,750 | 2,553,360 |
Total operating expenses | 11,283,546 | 17,686,279 |
Loss from operations | (7,092,231) | (14,565,846) |
Other income (expense) | ||
Interest expense, net | (6,521,534) | (3,632,637) |
Amortization of discount on note payable | (955,322) | (855,891) |
Change in fair value of warrant liability | 49,000 | (238,000) |
Change in fair value of interest rate swap | (100,000) | |
Loss on sale of asset | (140,041) | |
Income from equity method investments | 29,952 | |
Total other expense | (7,537,945) | (4,826,528) |
Net loss | (14,630,176) | (19,392,374) |
Preferred stock dividends | (266,000) | (266,000) |
Loss attributable to non-controlling interest | 8,588 | 48,577 |
Net loss attributable to HOFRE stockholders | $ (14,887,588) | $ (19,609,797) |
Net loss per share, basic (in Dollars per share) | $ (2.3) | $ (3.48) |
Weighted average shares outstanding, basic (in Shares) | 6,486,044 | 5,629,086 |
Sponsorships, net of activation costs | ||
Revenues | ||
Total revenues | $ 859,731 | $ 673,475 |
Event, rents and other revenues | ||
Revenues | ||
Total revenues | 2,054,877 | 908,312 |
Hotel revenues | ||
Revenues | ||
Total revenues | $ 1,276,707 | $ 1,538,646 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Net loss per share, diluted | $ (2.30) | $ (3.48) |
Weighted average shares outstanding, diluted | 6,486,044 | 5,629,086 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) | Convertible Preferred stock Series B | Convertible Preferred stock Series C | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total Equity Attributable to HOFRE Stockholders | Non-controlling Interest | Total |
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 | |||||
Stock-based compensation on RSU and restricted stock awards | 651,034 | 651,034 | 651,034 | |||||
Issuance of restricted stock awards | $ 1 | (1) | ||||||
Issuance of restricted stock awards (in Shares) | 6,207 | |||||||
Vesting of restricted stock units | $ 5 | (5) | ||||||
Vesting of restricted stock units (in Shares) | 46,255 | |||||||
Cancellation of fractional shares | $ (1) | 1 | ||||||
Cancellation of fractional shares (in Shares) | (10,433) | |||||||
Preferred stock dividend | (266,000) | (266,000) | (266,000) | |||||
Net loss | (19,343,797) | (19,343,797) | (48,577) | (19,392,374) | ||||
Balance at Mar. 31, 2023 | $ 2 | $ 565 | 339,689,495 | (166,508,140) | 173,181,922 | (931,150) | 172,250,772 | |
Balance (in Shares) at Mar. 31, 2023 | 200 | 15,000 | 5,646,898 | |||||
Balance at Dec. 31, 2023 | $ 2 | $ 643 | 344,335,489 | (216,643,882) | 127,692,252 | (954,838) | 126,737,414 | |
Balance (in Shares) at Dec. 31, 2023 | 200 | 15,000 | 6,437,020 | |||||
Stock-based compensation on RSU and restricted stock awards | 96,469 | 96,469 | 96,469 | |||||
Vesting of restricted stock units | $ 7 | (7) | ||||||
Vesting of restricted stock units (in Shares) | 65,417 | |||||||
Preferred stock dividend | (266,000) | (266,000) | (266,000) | |||||
Warrants issued for financing liability proceeds | 1,666,000 | 1,666,000 | 1,666,000 | |||||
Net loss | (14,621,588) | (14,621,588) | (8,588) | (14,630,176) | ||||
Balance at Mar. 31, 2024 | $ 2 | $ 650 | $ 346,097,951 | $ (231,531,470) | $ 114,567,133 | $ (963,426) | $ 113,603,707 | |
Balance (in Shares) at Mar. 31, 2024 | 200 | 15,000 | 6,502,437 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) (Parentheticals) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||
Net of shares withheld for taxes | 7,672 | 8,741 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash Flows From Operating Activities | ||
Net loss | $ (14,630,176) | $ (19,392,374) |
Adjustments to reconcile net loss to cash flows used in operating activities | ||
Depreciation expense | 4,158,750 | 2,553,360 |
Amortization of note discount and deferred financing costs | 955,322 | 855,891 |
Amortization of financing liability | 1,798,295 | 1,681,073 |
Impairment of film costs | 1,145,000 | |
Interest income on investments held to maturity | (273,523) | |
Income from equity method investments | (29,952) | |
Interest paid in kind | 2,905,941 | 1,127,491 |
Loss on sale of asset | 140,041 | |
Change in fair value of interest rate swap | 100,000 | |
Change in fair value of warrant liability | (49,000) | 238,000 |
Stock-based compensation expense | 96,469 | 651,034 |
Non-cash operating lease expense | 124,429 | 128,143 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (189,474) | (888,740) |
Prepaid expenses and other assets | (3,106,777) | (1,588,240) |
Accounts payable and accrued expenses | 977,566 | (875,060) |
Operating leases | (76,608) | (78,508) |
Due to affiliate | 1,432,932 | (110,903) |
Other liabilities | 3,015,367 | 3,184,424 |
Net cash used in operating activities | (2,476,875) | (11,542,932) |
Cash Flows From Investing Activities | ||
Investments in securities held to maturity | (30,021,129) | |
Proceeds from securities held to maturity | 15,021,129 | |
Proceeds from sale of assets | 8,126,634 | |
Additions to project development costs and property and equipment | (11,094,441) | (9,679,007) |
Net cash provided by (used in) investing activities | (2,967,807) | (24,679,007) |
Cash Flows From Financing Activities | ||
Proceeds from notes payable | 8,722,258 | 20,500,000 |
Repayments of notes payable | (10,962,096) | (312,431) |
Payment of financing costs | (1,537,342) | |
Payment on financing liability | (747,396) | (1,093,750) |
Proceeds from financing liabilities | 3,500,000 | |
Payment of Series B dividends | (150,000) | |
Net cash provided by financing activities | 512,766 | 17,406,477 |
Net decrease in cash and restricted cash | (4,931,916) | (18,815,462) |
Cash and restricted cash, beginning of year | 11,816,083 | 33,516,382 |
Cash and restricted cash, end of period | 6,884,167 | 14,700,920 |
Cash | 2,713,210 | 7,395,025 |
Restricted Cash | 4,170,957 | 7,305,895 |
Total cash and restricted cash | 6,884,167 | 14,700,920 |
Supplemental disclosure of cash flow information | ||
Cash paid during the year for interest | 1,739,082 | 2,644,324 |
Cash paid for income taxes | ||
Non-cash investing and financing activities | ||
Project development cost acquired through accounts payable and accrued expenses, net | 9,028,091 | |
Warrants issued in connection with financing liability | 1,666,000 | |
Proceeds from sale of assets held in escrow | 1,500,000 | |
Accrued Series B preferred stock dividends | $ 116,000 | $ 116,000 |
Organization, Nature of Busines
Organization, Nature of Business, and Liquidity | 3 Months Ended |
Mar. 31, 2024 | |
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 DoubleTree by Hilton located in downtown Canton and the Hall of Fame Village, which is a multi-use sports, entertainment, and media destination centered around the PFHOF’s campus. The Company is pursuing a differentiation strategy across three business verticals, including destination-based assets, HOF Village Media Group, LLC (“Hall of Fame Village Media”), and gaming. 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. Liquidity and Going Concern The Company has sustained recurring losses through March 31, 2024 and the Company’s accumulated deficit was $231.5 million as of such date. Since inception, the Company’s operations have been funded principally through the issuance of debt and equity. As of March 31, 2024, the Company had approximately $2.7 million of unrestricted cash and $4.2 million of restricted cash. During the three months ended March 31, 2024, the Company used cash for operating activities of $2.5 million. The Company has approximately $90.6 million of debt coming due through May 14, 2025. In April 2024, IRG and its affiliated lenders agreed to extend the maturity of $51.6 million of principal of its debt until March 31, 2025. On May 10, 2024, the Company amended its waterpark ground lease to provide for a cure period resulting from the Company not making a payment due in May 2024 (see Note 14 Subsequent Events). The Company expects that it will need to raise additional financing to accomplish its development plan and fund its working capital. 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, or it may not be able to continue to fund its ongoing operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern to meet its obligations as they come due for at least one year from the issuance of these condensed consolidated financial statements. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and Rule 10 of Regulation S-X under the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, they do not include all of the information and notes required by U.S. GAAP. However, in the opinion of the management of the Company, all adjustments necessary for a fair presentation of the financial position and operating results have been included in these statements. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2023, filed on March 25, 2024. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for any subsequent quarters or for the year ending December 31, 2024. Consolidation The condensed consolidated financial statements include the accounts and activity of the Company and its wholly owned subsidiaries. Investments in a variable interest entity in which the Company is not the primary beneficiary, or where the Company does not own a majority interest but has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method. All intercompany profits, transactions, and balances have been eliminated in consolidation. The Company owns a 60% interest in Mountaineer GM, LLC (“Mountaineer”), whose results are consolidated into the Company’s results of operations. The portion of Mountaineer’s net income (loss) that is not attributable to the Company is included in non-controlling interest. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies Reclassification Certain financial statement line items of the Company’s historical presentation have been reclassified to conform to the corresponding financial statement line items. These reclassifications have no material impact on the historical operating loss, net loss, total assets, total liabilities, or stockholders’ equity previously reported. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed 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 credit losses, depreciation, costs capitalized to project development costs, useful lives of long-lived assets, impairment, 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 statements 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. 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 March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023 were $4,170,957 and $8,572,730, 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.” The Company recognizes interest income on these securities ratably over their term utilizing the interest method. As of March 31, 2024 and December 31, 2023, the Company also had $2,000,000 and $2,000,000, respectively in investments available for sale, which are marked to market value at each reporting period. Equity Method Investments Investments in unconsolidated affiliates, which the Company exerts significant influence but does not control or otherwise consolidate are accounted for using the equity method. Equity method investments are initially recorded at cost. These investments are included in equity method investment in the accompanying condensed consolidated balance sheets. The Company’s share of the profits and losses from these investments is reported in income from equity method investment in the accompanying condensed consolidated statements of operations. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the investees and records reductions in carrying values when necessary. Accounts Receivable Accounts receivable are generally amounts due under sponsorship and other agreements and are recorded at the invoiced amount. Accounts receivable are reviewed for delinquencies on a case-by-case basis and are considered delinquent when the sponsor or customer 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. The Company reviews its Accounts Receivable on a case-by-case basis and writes off any accounts receivable for which collection efforts have been exhausted. As of March 31, 2024 and December 31, 2023, the Company has recorded an allowance for credit losses of $243,964 and $243,081, respectively. 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 utilizing the interest method over the term of the related loan. Any unamortized costs are shown as an offset to “Notes Payable, net” on the accompanying consolidated balance sheets. 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, food & beverage, events (including admissions, concessions, and parking), hotel and restaurant operations. 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 sheets. Refer to Note 6 for more details. Revenue for short-term rentals 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. Restaurant revenue at Company-operated restaurants is recognized when payment is tendered at the point of sale, net of sales tax, discounts and other sales related 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% 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 March 31, 2024 and December 31, 2023, 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 operating expenses on the Company’s consolidated statements of operations. There were no amounts incurred for penalties and interest for the three months ended March 31, 2024 and 2023. 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 2020 through 2023 remain subject to examination. 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 condensed consolidated balance sheets. The costs for each film or media will be expensed over the expected release period. During the three months ended March 31, 2024 and 2023, the Company recorded $0 and $1,305,000 in film and media costs, respectively, including an impairment charge of $0 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, accounts receivable, 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 carrying amount of the Company’s notes payable are considered to approximate their fair value based on the borrowing rates currently available to the Company for loans with similar terms and maturities. The Company uses the fair value hierarchy to measure the fair value of its warrant liabilities, investments available for sale and interest rate swap. The Company revalues its financial instruments at every reporting period. The Company recognizes gains or losses on the change in fair value of the warrant liabilities as “change in fair value of warrant liability” in the condensed consolidated statements of operations. The Company recognizes gains or losses on the change in fair value of the investments available for sale as “change in fair value of investments available for sale” in the condensed consolidated statements of operations. The Company recognizes gains or losses on the change in fair value of the interest rate swap as “change in fair value of interest rate swap” in the condensed consolidated statements of operations. The following table provides the financial liabilities measured on a recurring basis and reported at fair value on the consolidated balance sheets as of March 31, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level March 31, December 31, Warrant liabilities – Public Series A Warrants 1 $ 159,000 $ 204,000 Warrant liabilities – Private Series A Warrants 3 - - Warrant liabilities – Series B Warrants 3 17,000 21,000 Fair value of aggregate warrant liabilities $ 176,000 $ 225,000 Investments available for sale 3 $ 2,000,000 $ 2,000,000 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”) and the Series B Warrants issued in the Company’s November 2020 follow-on public offering, 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 Private Series B Series C Total Fair value as of December 31, 2023 $ 204,000 $ - $ 21,000 - $ 225,000 Change in fair value (45,000 ) - (4,000 ) - (49,000 ) Fair value as of March 31, 2024 $ 159,000 $ - $ 17,000 $ - $ 176,000 The key inputs into the Black Scholes valuation model for the Level 3 valuations as of March 31, 2024 and December 31, 2023 are as follows: March 31, 2024 December 31, 2023 Private Series B Private Series B Term (years) 1.3 1.6 1.5 1.9 Stock price $ 3.59 $ 3.59 $ 3.25 $ 3.25 Exercise price $ 253.11 $ 30.81 $ 253.11 $ 30.81 Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % Expected volatility 85.19 % 83.85 % 88.37 % 85.42 % Risk free interest rate 4.59 % 4.59 % 4.23 % 4.23 % Number of shares 95,576 170,862 95,576 170,862 The valuation of the investments available for sale was based on an option pricing model using market rate assumptions. The interest rate swap was terminated in 2023. Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the periods. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The Company’s potentially dilutive common stock equivalent shares, which include incremental common shares issuable upon (i) the exercise of outstanding stock options and warrants, (ii) vesting of restricted stock units and restricted stock awards, and (iii) conversion of preferred stock, are only included in the calculation of diluted net loss per share when their effect is dilutive. For the three months ended March 31, 2024 and 2023, the Company was in a loss position and therefore all potentially dilutive securities would be anti-dilutive. As of March 31, 2024 and 2023, 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 Three Months Ended 2024 2023 Warrants to purchase shares of Common Stock 3,683,962 2,003,649 Unvested restricted stock units to be settled in shares of Common Stock 210,200 173,450 Shares of Common Stock issuable upon conversion of convertible notes 9,990,227 3,435,659 Shares of Common Stock issuable upon conversion of Series B Preferred Stock 2,971 2,971 Shares of Common Stock issuable upon conversion of Series C Preferred Stock 454,408 454,545 Total potentially dilutive securities 14,341,768 6,070,274 Recent Accounting Standards In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting, to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes, requiring more granular disclosure of the components of income taxes. This ASU is effective for fiscal years beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment [Abstract] | |
Property and Equipment | Note 3: Property and Equipment Property and equipment, net, including property and equipment held for sale consists of the following: Useful Life March 31, December 31, Land $ 27,651,699 $ 27,651,699 Land improvements 25 years 33,571,252 48,478,397 Building and improvements 15 to 39 years 345,156,756 344,006,337 Equipment 5 to 10 years 10,412,936 13,314,547 Property and equipment, gross 416,792,643 433,450,980 Less: accumulated depreciation (75,166,540 ) (76,746,918 ) Property and equipment, net, including property and equipment held for sale $ 341,626,103 $ 356,704,062 Project development costs $ 69,932,439 $ 59,366,200 On January 11, 2024, pursuant to a membership purchase agreement dated December 22, 2023, the Company sold an 80% interest in its ForeverLawn Sports Complex. These assets qualify as “held for sale” under ASC 360 as of December 31, 2023. Therefore, the Company included the property and equipment anticipated to be sold, in the amount of $12,325,227 as “Property and equipment held for sale” on the Company’s consolidated balance sheets as of December 31, 2023. For the three months ended March 31, 2024 and 2023, the Company recorded depreciation expense of $4,158,750 and $2,553,360, respectively. For the three months ended March 31, 2024 and 2023, the Company incurred $10,915,894 and $9,163,643 of capitalized project development costs, respectively. For the three months ended March 31, 2024 and 2023, the Company transferred $349,655 and $6,031,376 from Project development costs to Property and Equipment, respectively. Included in project development costs are film development costs of $200,000 and $200,000 as of March 31, 2024 and December 31, 2023, respectively. |
Notes Payable, Net
Notes Payable, Net | 3 Months Ended |
Mar. 31, 2024 | |
Notes Payable, Net [Abstract] | |
Notes Payable, net | Note 4: Notes Payable, net Notes payable, net consisted of the following at March 31, 2024 (1) Debt discount Interest Rate Maturity Gross financing costs Net Stated Effective Date Preferred equity Loan (2) $ 6,800,000 $ - $ 6,800,000 7.00 % 7.00 % Various City of Canton Loan (3) 3,350,000 (3,861 ) 3,346,139 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 (6) 10,404,320 (103,013 ) 10,301,307 12.50 % 12.50 % 3/31/2025 MKG DoubleTree Loan 11,000,000 - 11,000,000 10.25 % 10.25 % 9/13/2028 Convertible PIPE Notes 30,011,009 (3,823,616 ) 26,187,393 10.00 % 24.40 % 3/31/2025 Canton Cooperative Agreement 2,465,000 (159,645 ) 2,305,355 3.85 % 5.35 % 5/15/2040 CH Capital Loan (5)(6) 14,832,191 (146,873 ) 14,685,318 12.50 % 12.50 % 3/31/2025 Constellation EME #2 (4) 2,282,162 - 2,282,162 5.93 % 5.93 % 4/30/2026 IRG Split Note (6) 4,887,581 (48,392 ) 4,839,189 12.50 % 12.50 % 3/31/2025 JKP Split Note (6) 4,887,581 (48,392 ) 4,839,189 12.50 % 12.50 % 3/31/2025 ErieBank Loan (7) 18,484,250 (453,451 ) 18,030,799 9.50 % 9.74 % 12/15/2034 PACE Equity Loan 8,016,152 (266,746 ) 7,749,406 6.05 % 6.18 % 7/31/2047 PACE Equity CFP 3,171,659 (24,175 ) 3,147,484 6.05 % 6.10 % 7/31/2046 CFP Loan (6) 4,574,734 (45,294 ) 4,529,440 12.50 % 12.50 % 3/31/2025 Stark County Community Foundation 5,000,000 - 5,000,000 6.00 % 6.00 % 5/31/2029 CH Capital Bridge Loan (6) 12,014,052 (118,954 ) 11,895,098 12.50 % 12.50 % 3/31/2025 Stadium PACE Loan 33,092,237 (601,615 ) 32,490,622 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 (9,651 ) 4,990,349 6.00 % 6.04 % 6/30/2029 TDD Bonds 7,345,000 (651,291 ) 6,693,709 5.41 % 5.78 % 12/1/2046 TIF 18,075,000 (1,538,128 ) 16,536,872 6.375 % 6.71 % 12/30/2048 CH Capital Retail 10,509,115 - 10,509,115 12.5 % 12.5 % 12/4/2027 DoubleTree TDD 3,445,000 (665,078 ) 2,779,922 6.875 % 8.53 % 5/15/2044 DoubleTree PACE 2,715,000 - 2,715,000 6.625 % 6.625 % 5/15/2040 Total $ 230,362,032 $ (8,708,175 ) $ 221,653,857 Notes payable, net consisted of the following at December 31, 2023 (1) Gross Debt discount Net Preferred equity Loan (2) $ 6,800,000 $ - $ 6,800,000 City of Canton Loan (3) 3,387,500 (4,155 ) 3,383,345 New Market/SCF 2,999,989 - 2,999,989 JKP Capital Loan (6) 9,982,554 - 9,982,554 MKG DoubleTree Loan 11,000,000 - 11,000,000 Convertible PIPE Notes 29,279,034 (4,721,488 ) 24,557,546 Canton Cooperative Agreement 2,520,000 (161,400 ) 2,358,600 CH Capital Loan (5)(6) 14,278,565 - 14,278,565 Constellation EME #2 (4) 2,543,032 - 2,543,032 IRG Split Note (6) 4,689,449 - 4,689,449 JKP Split Note (6) 4,689,449 - 4,689,449 ErieBank Loan (7) 19,888,626 (470,357 ) 19,418,269 PACE Equity Loan 8,104,871 (268,042 ) 7,836,829 PACE Equity CFP 2,984,572 (24,878 ) 2,959,694 CFP Loan (6) 4,389,284 - 4,389,284 Stark County Community Foundation 5,000,000 - 5,000,000 CH Capital Bridge Loan (6) 11,426,309 - 11,426,309 Stadium PACE Loan 33,387,844 (1,123,635 ) 32,264,209 Stark County Infrastructure Loan 5,000,000 - 5,000,000 City of Canton Infrastructure Loan 5,000,000 (10,047 ) 4,989,953 TDD Bonds 7,345,000 (654,905 ) 6,690,095 TIF 18,100,000 (1,544,466 ) 16,555,534 CH Capital Retail 10,183,932 - 10,183,932 DoubleTree TDD 3,445,000 (668,696 ) 2,776,304 DoubleTree PACE 2,760,000 - 2,760,000 Total $ 229,185,010 $ (9,652,069 ) $ 219,532,941 During the three months ended March 31, 2024 and 2023, the Company recorded amortization of note discounts and deferred financing costs of $955,322 and $855,891, respectively. During three months ended March 31, 2024 and 2023, the Company recorded paid-in-kind interest of $2,905,941 and $1,127,491, 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 March 31, 2024, the Company believes that it 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 3,600 shares of Series A Preferred Stock outstanding and 52,800 shares of Series A Preferred Stock authorized as of March 31, 2024 and December 31, 2023, 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) During the three months ended March 31, 2024, the Company entered into multiple amendments of its CH Capital Loan. See discussion below. (6) On April 7, 2024, the Company entered into an omnibus extension of multiple of its IRG and IRG-affiliated loans. See Note 14 for additional information. (7) On March 15, 2024, ErieBank agreed to release certain of its pledged restricted cash. See discussion below. Accrued Interest on Notes Payable As of March 31, 2024 and December 31, 2023, accrued interest on notes payable, were as follows: March 31, December 31, Preferred Equity Loan $ 124,930 $ 5,930 City of Canton Loan 1,533 5,925 MKG DoubleTree Loan 74,772 80,144 Canton Cooperative Agreement 121,626 92,926 CH Capital Loan 61,143 4,713 ErieBank Loan 171,369 178,893 Stark County Community Foundation 80,447 - PACE Equity Loan 84,076 204,569 PACE Equity CFP 66,139 - CFP Loan 6,672 6,672 New Market/SCF 30,333 - Stadium PACE Loan 172,504 166,939 TDD Bonds 99,396 - DoubleTree PACE 60,509 15,238 DoubleTree TDD 101,975 42,764 Total $ 1,257,424 $ 804,713 The amounts above were included in “accounts payable and accrued expenses” on the Company’s consolidated balance sheets. CH Capital Term Loan On January 11, 2024, the Company amended its Term Loan Agreement with CH Capital Lending, LLC (“CH Capital”) in order to reflect the repayment of a portion of principal out of the proceeds from the sale of the Sports Complex business. The Promissory Note was amended to reflect the change to the outstanding principal balance. On January 17, 2024, the Company amended its Term Loan Agreement with CH Capital to document a $2,200,000 advance to Borrower resulting in an increase of the principal amount of the loan to $12,751,934. The Promissory Note was amended to reflect the increase of the outstanding principal balance. On February 1, 2024, the Company amended its Term Loan Agreement with CH Capital to document an $800,000 advance to Borrower. To the extent monetary references in prior amendments to the underlying Note and Loan Agreement are inconsistent with monetary references in this amendment, Borrower and Lender agreed such references in prior amendments are the result of minor computational error plus the addition of accrued interest through January 31, 2024. The Promissory Note was amended to reflect the increase of the outstanding principal balance. On February 28, 2024, the Company amended its Term Loan Agreement with CH Capital to document a $726,634 advance to Borrower resulting in an increase of the principal amount of the loan to $14,417,076. The Promissory Note was amended to reflect the increase of the outstanding principal balance. IRG Loan Amendments On January 30, 2024, the Company provided timely notice of its intention to exercise the option to extend the maturity date of the IRG Debt Instruments. On April 7, 2024, the Company entered into a formal omnibus extension of certain debt instruments, effective March 31, 2024 (“Omnibus Extension”) with CH Capital Lending, LLC, a Delaware limited liability company (“CHCL”), IRG, LLC, a Nevada limited liability company (“IRGLLC”), JKP Financial, LLC, a Delaware limited liability company (“JKP”), and Midwest Lender Fund, LLC, a Delaware limited liability company (“MLF” individually; IRGLLC, CHCL, JKP, and MLF referred to collectively as “Lenders”). The impacted agreements include the following, as amended from time to time (collectively, “IRG Debt Instruments”): - CH Capital Note - IRG Split Note - JKP Split Note - JKP Capital Loan - CFP Note Stuart Lichter, a director of the Company, is President of IRGLLC and MLF and a director of CHCL. Pursuant to the Omnibus Extension, the parties agreed (i) to modify the maturity date for the IRG Debt Instruments from March 31, 2024 to March 31, 2025; (ii) Borrower will pay Lenders an extension fee equal to one percent (1%) of the outstanding principal balance for each of the IRG Debt Instruments, such fee to be capitalized and added to the outstanding principal balance for each instrument; and (iii) all interest due on the IRG Debt Instruments shall continue to accrue until the extended maturity date at the rates set forth and subject to all other terms and conditions of the respective debt instruments. See Note 14 for additional information. ErieBank Release of Cash Pledge On December 15, 2021, the HOF Village Center for Excellence, LLC (“HOFV CFE”), a wholly-owned subsidiary of the Company, entered into a Loan Agreement with ErieBank, a division of CNB Bank, a wholly owned subsidiary of CNB Financial Corporation (“ErieBank”), pursuant to which HOFV CFE borrowed $22,040,000 (“ErieBank Loan”) in conjunction with the construction of the Center for Excellence. Pursuant to the terms of the ErieBank Loan, ErieBank held back a portion of the loan proceeds pending HOFV CFE’s satisfaction of certain disbursement conditions. On March 15, 2024, ErieBank agreed to release a portion of the held back amount to HOFV CFE with $1,830,000 being released to HOFV CFE for its use in the ongoing construction of the waterpark project and $2,000,000 being applied to reduce the underlying loan commitment from $22,040,000 to $20,040,000. In addition, the parties agreed the loan will convert to a term loan on June 15, 2024 with the expiration of the interest-only period. The fixed rate will be based on the five-year Federal Home Loan Bank of Pittsburgh rate plus 2.65% per annum pursuant to the existing loan documents. Future Minimum Principal Payments The minimum required principal payments on notes payable outstanding as of March 31, 2024 are as follows: For the years ending December 31, Amount 2024 (nine months) $ 4,275,952 2025 86,355,474 2026 4,058,147 2027 17,637,809 2028 13,730,685 Thereafter 104,303,965 Total Gross Principal Payments $ 230,362,032 Less: Debt discount and deferred financing costs (8,708,175 ) Total Net Principal Payments $ 221,653,857 |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders’ Equity [Abstract] | |
Stockholders’ Equity | Note 5: Stockholders’ Equity 2020 Omnibus Incentive Plan On July 1, 2020, the Company’s omnibus incentive plan (the “2020 Omnibus Incentive Plan”) became effective immediately. 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. On June 7, 2023, the Company’s stockholders further approved an amendment to increase by 275,000 the number of shares available under the 2020 Omnibus Incentive Plan. As of March 31, 2024, 101,006 shares remained available for issuance under the 2020 Omnibus Incentive Plan. 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). As of March 31, 2024, 76,674 shares remained available for issuance under the Inducement 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 $50,000,000 (as of September 30, 2023). On October 10, 2023, the Company reduced the amount of shares of its Common Stock that could be issued and sold pursuant to its “at-the-market” program (“ATM”) with Wedbush Securities Inc. and Maxim Group LLC, as agents (the “Agents”), to an amount equal to $39,016,766. The reduction in the amount of shares that can be issued and sold under the ATM was effected pursuant to the Amendment No. 1 to Equity Distribution Agreement, which amended the Company’s Equity Distribution Agreement with the Agents, dated September 30, 2021 (the “Equity Distribution Agreement”), to reduce the aggregate offering price under the Equity Distribution Agreement from $50,000,000 to $39,016,766. The Underwriting Agreement requires that we not issue any shares of our Common Stock for 90 days after October 11, 2023, subject to certain exceptions, and as a result, we have suspended sales pursuant to our ATM under our Equity Distribution Agreement during such period. On April 8, 2024, the Company and Wedbush Securities Inc. and Maxim Group LLC entered into an Amendment No. 2 to the Equity Distribution Agreement, which was effective immediately and increased the compensation to which the Agents are entitled from up to 2.0% to up to 4.0% of the aggregate gross offering proceeds of the shares of Common Stock sold pursuant to the equity distribution agreement. Issuance of Restricted Stock Units During the three months ended March 31, 2024, the Company granted an aggregate of 181,781 Restricted Stock Units (“RSUs”) to its employees and directors , of which 174,824 were granted under the 2020 Omnibus Incentive Plan and 6,957 were granted under the HOFV 2023 Inducement Plan. The RSUs were valued at the value of the Company’s Common Stock on the date of grant, which approximated $3.21 per share 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 three months ended March 31, 2024: Number of Weighted Non–vested at January 1, 2024 126,350 $ 17.54 Granted 181,781 $ 3.21 Vested (73,089 ) $ 20.94 Forfeited (24,842 ) $ 10.98 Non–vested at March 31, 2024 210,200 $ 4.73 For the three months ended March 31, 2024 and 2023, the Company recorded $181,768 and $600,377, respectively, in stock-based compensation expense related to restricted stock units. Stock-based compensation expense is a component of “Operating expenses” in the consolidated statements of operations. As of March 31, 2024, unamortized stock-based compensation costs related to restricted stock units were $826,693 and will be recognized over a weighted average period of 1.0 years. Issuance of Performance Stock Units During the three months ended March 31, 2024, the Company did not grant any Performance Stock Units (“PSUs”) under the 2020 Omnibus Incentive Plan. The PSUs were valued at the value of the Company’s Common Stock on the date of grant, which approximated $9.62 per share for these awards. The PSUs were scheduled to vest upon the achievement of certain performance targets during the year ended December 31, 2023 and certification by the compensation committee in early 2024. In accordance with ASC 718, the Company expensed the portion of the PSUs which were probable to vest. The Company’s activity in PSUs was as follows for the three months ended March 31, 2024: Number of Weighted Non–vested at January 1, 2024 88,965 $ 9.62 Granted - Vested - Forfeited (88,965 ) $ 9.62 Non–vested at March 31, 2024 - During January 2024, the Company determined that none of the performance criteria were met, and the entire PSU award was forfeited. For the three months ended March 31, 2024, the Company recorded a reversal of $85,299 due to the forfeiture of the PSU’s and for the three months ended March 31, 2023, the Company recorded $0, in stock-based compensation expense related to performance stock units. Stock-based compensation expense is a component of “Operating expenses” in the consolidated statements of operations. As of March 31, 2024, unamortized stock-based compensation costs related to performance stock units was $0. Warrants The Company’s warrant activity was as follows for the three months ended March 31, 2024: Number of Weighted Weighted Intrinsic Outstanding - January 1, 2024 2,793,649 $ 107.99 2.68 $ - Granted 890,313 $ 2.81 Outstanding – March 31, 2024 3,683,962 $ 82.57 2.55 $ 694,444 Exercisable – March 31, 2024 3,683,962 $ 82.57 2.55 $ 694,444 Amended and Restated Series C Warrants On March 1, 2022, in connection with the amendment to the IRG Split Note, 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 additional 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, 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 D Warrants to reduce the exercise price to $12.77 per share as part of the IRG Letter Agreement. See Note 4 for additional information. The following assumptions were used to calculate the fair value of Series D Warrants in connection with the modifications: Original 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 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 of the Company’s Series A Preferred Stock at a price of $1,000 per share for an aggregate purchase price of $800,000. Additionally, on May 2, 2023, the Company issued to the Series A Preferred Investor 800 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. |
Sponsorship Revenue and Associa
Sponsorship Revenue and Associated Commitments | 3 Months Ended |
Mar. 31, 2024 | |
Sponsorship Revenue and Associated Commitments [Abstract] | |
Sponsorship Revenue and Associated Commitments | Note 6: Sponsorship Revenue and Associated Commitments 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, the ability to be the exclusive provider of a certain category of product, and advertising on our website and other benefits as detailed in the agreements. As of March 31, 2024, scheduled future cash to be received under the agreements, are as follows: Year ending December 31, 2024 (nine months) $ 1,094,025 2025 2,101,327 2026 1,890,839 2027 1,317,265 2028 1,257,265 Thereafter 1,257,265 Total $ 8,917,986 As services are provided, the Company is recognizing revenue on a straight-line basis over the expected term of the agreement. During the three months ended March 31, 2024 and 2023, the Company recognized $859,731 and $673,475 of net sponsorship revenue, respectively. |
Other Commitments
Other Commitments | 3 Months Ended |
Mar. 31, 2024 | |
Other Commitments [Abstract] | |
Other Commitments | Note 7: Other Commitments 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. The agreement will be terminated on the fifth anniversary of the commencement date, or October 22, 2024, unless otherwise extended. For the three months ended March 31, 2024 and 2023, the Company incurred $35,109 and $45,500, respectively in management fees. Management Agreement with Shula’s Steak Houses, LLLP On October 7, 2020, the Company entered into a management agreement with Shula’s Steak Houses, LLLP (“Shula’s”). The Company appointed and engaged Shula’s to develop, operate and manage the Don Shula’s American Kitchen restaurant. The initial term of the agreement is for a period of ten years or October 7, 2030. For the three months ended March 31, 2024 and 2023, the Company incurred $24,374 and $0, 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 maintain 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 one note payable with Constellation. See Note 4 for additional information. Sports Betting Agreements On July 14, 2022, the Company 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 and maintenance of all necessary licenses. The initial term of the Online Market Access Agreement is ten years. As part of this agreement, the Company 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 initially valued at $4,000,000 at the grant date. The grant date value of these warrants was recorded as deferred revenue (within “Other liabilities” on the consolidated balance sheets) and will be amortized over the life of the sports betting agreement. At March 31, 2024 and December 31, 2023, the amount remaining in deferred revenue was $3,500,000 and $3,600,000, respectively. The Company is also recognizing the change in fair value of the warrants under “Change in fair value of investments available for sale” on the consolidated statements of operations. On November 2, 2022, the Company secured conditional approval from the state for mobile and retail sports betting. The Ohio Casino Control Commission provided the required authorization for HOFV to gain licensing for a physical sports betting operation – called a sportsbook – as well as an online sports betting platform, under Ohio’s sports betting law H.B.29. As of January 1, 2023, sports betting is legal in Ohio for anyone in the state that is of legal betting age. The conditional approval required that the Company accept bets under both the mobile and retail sports books prior to December 31, 2023. The Company satisfied that condition for the mobile sports book. However, the Company does not currently have a sports betting partner for its retail sports book. In November 2023, Ohio granted an extension to June 30, 2024 for all retail license holders. Other Liabilities Other liabilities consisted of the following at March 31, 2024 and December 31, 2023: March 31, December 31, Activation fund reserves $ 243,661 $ 126,685 Deferred revenue 8,150,932 5,441,640 Deposits and other liabilities 463,906 290,357 Total $ 8,858,499 $ 5,858,682 Other Commitments The Company has other commitments, as disclosed in Notes 6, 8 and 9 within these condensed consolidated footnotes. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
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 | 3 Months Ended |
Mar. 31, 2024 | |
Related-Party Transactions [Abstract] | |
Related-Party Transactions | Note 9: Related-Party Transactions Due to Affiliates Due to affiliates consisted of the following at March 31, 2024 and December 31, 2023: March 31, December 31, Due to IRG Member $ 1,961,221 $ 1,127,390 Due to PFHOF 765,585 166,484 Total $ 2,726,806 $ 1,293,874 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. 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. As of March 31, 2024 and 2023, PFHOF owed the Company $75,027 and $10,049, respectively, which is included in “Accounts Receivable, net” on the accompanying consolidated balance sheets. Global License Agreement Effective April 8, 2022, the Company 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 the Company to exploit existing PFHOF works and to create new works. The Global License Agreement grants the Company 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 the Company 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 the Company. 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 the Company 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 the Company to PFHOF for certain usage above specified financial thresholds, as well as a commitment to support PFHOF museum attendance through the Company’s and its affiliates’ ticket sales for certain concerts and youth sports tournaments. Effective September 13, 2023, the Company and PFHOF entered into an Amendment to Global License Agreement, which modified the structure of the ticket sales component to focus on event profitability, with PFHOF receiving a portion of net profits realized from certain covered events at the Tom Benson Hall of Fame Stadium with caps tied to ticket sales. 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 March 31, 2024 are as follows: For the years ending March 31, Amount 2024 (nine months) $ 600,000 2025 600,000 2026 600,000 2027 600,000 2028 750,000 Thereafter 6,000,000 Total Gross Principal Payments $ 9,150,000 During the three months ended March 31, 2024 and 2023, the Company paid $0 and $300,000 of the annual license fee, respectively. The Company is in discussions with PFHOF regarding potential modifications to the Global License Agreement to help ensure alignment between usage and fees. 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 was subject to certain closing conditions, including, but not limited to, the execution and delivery of definitive documentation with respect to the Hotel Construction Loan. The Company and IRGInc did not reach agreement on definitive documentation by the target closing date set forth in the Hotel Construction Loan Commitment Letter. IRGInc. has since informed the Company that it does not intend to provide the Hotel Construction Loan directly through IRGInc. or one of its affiliates; however, IRGInc. and Mr. Lichter have continued to play an active role in supporting the Company’s efforts to secure an alternative source for a different loan facility for a comparable loan amount. 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 the Company 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 of the Company’s stockholders. In addition, the provisions of the IRG Letter Agreement are limited by Nasdaq Listing Rule 5635(c). On June 7, 2023, the stockholders of the Company approved (i) issuance of shares of Common Stock in excess of the Nasdaq 19.99% Cap to IRG Affiliate Lenders with respect to transactions described in the IRG Letter Agreement; and (ii) the issuance to an entity wholly owned by a director of additional shares of Common Stock issuable upon the conversion of certain convertible debt and the exercise of certain warrants described in the IRG Letter Agreement. On November 1, 2023, HOF Village CFE, LLC (“Landlord”) entered into a ten-year lease agreement with Touchdown Work Place, LLC (“Tenant”) to rent approximately twelve thousand three hundred and thirty-one (12,331) square feet with annual increases of two percent (2%) for years two (2) through ten (10) and an abatement for the first five (5) months of year one. On or about March 26, 2024, Landlord and Tenant negotiated a First Amendment to Lease Agreement to redefine the abatement period to six (6) months, waiver of the security deposit, and Landlord agreed to provide monthly rent invoices for the term of the lease. Stuart Lichter is a director of the Company and the Managing Member of Touchdown Work Place, LLC. |
Concentrations
Concentrations | 3 Months Ended |
Mar. 31, 2024 | |
Concentrations [Abstract] | |
Concentrations | Note 10: Concentrations For the three months ended March 31, 2024, two customers represented approximately 34.0% and 31.5% of the Company’s sponsorship revenue. For the three months ended March 31, 2023, two customers represented approximately 42.9% and 18.5% of the Company’s sponsorship revenue. No other customers exceeded 10% of sponsorship revenue in 2024 and 2023. As of March 31, 2024, four customers represented approximately 24.3%, 19.4%, 13.6% and 11.1% of the Company’s sponsorship accounts receivable. As of March 31, 2023, one customer represented approximately 83.5% of the Company’s sponsorship accounts receivable. No other customers exceeded 10% of outstanding accounts receivable as of March 31, 2024 and 2023. 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. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | Note 11: Leases The Company has entered into operating leases as the lessee primarily for ground leases under its stadium, sports complex, parking facilities and equipment leases. At the inception of a contract the Company assesses 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 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 right-of-use (“ROU”) lease 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. Balance sheet information related to our leases is presented below: March 31, December 31, 2024 2023 Operating leases: Right-of-use assets $ 7,274,397 $ 7,387,693 Lease liability 3,321,009 3,440,630 Other information related to leases is presented below: Three Months Three Months Operating lease cost $ 124,429 $ 128,143 Other information: Operating cash flows from operating leases 76,608 78,508 Weighted-average remaining lease term – operating leases (in years) 90.6 91.2 Weighted-average discount rate – operating leases 10.0 % 10.0 % As of March 31, 2024, the annual minimum lease payments of our operating lease liabilities were as follows: For The Years Ending December 31, 2024 (nine months) $ 229,820 2025 304,603 2026 301,400 2027 301,400 2028 328,600 Thereafter 39,116,467 Total future minimum lease payments, undiscounted 40,582,290 Less: imputed interest (37,261,281 ) Present value of future minimum lease payments $ 3,321,009 Lessor Commitments As of March 31, 2024 and December 31, 2023, the Company’s Constellation Center for Excellence and retail facilities were partially leased including leases by the Company’s subsidiaries. Property and equipment currently under lease consists of the following: March 31, December 31, Land $ 5,067,746 $ 5,067,746 Land improvements 189,270 189,270 Building and improvements 72,515,037 71,160,127 Equipment 2,786,805 2,802,324 Property and equipment, gross 80,558,858 79,219,467 Less: accumulated depreciation (5,945,920 ) (5,056,214 ) Property and equipment, net $ 74,612,938 $ 74,163,253 Certain of the Company’s lease arrangements have a base rent component plus a component of lease income that is variable based on the respective tenant’s sales performance. Lease revenue is included in “Event, rents, restaurant, and other revenues” in the consolidated statements of operations. During the three months ended March 31, 2024 and 2023, the Company recorded $641,577 and $94,540 of lease revenue, respectively. The future minimum lease revenue under these leases, excluding leases of the Company’s subsidiaries, are as follows: Year ending December 31: 2024 (nine months) $ 874,956 2025 1,174,695 2026 1,184,837 2027 1,170,697 2028 1,002,686 Thereafter 4,216,921 Total $ 9,624,792 |
Financing Liability
Financing Liability | 3 Months Ended |
Mar. 31, 2024 | |
Financing Liability [Abstract] | |
Financing Liability | Note 12: Financing Liability On September 27, 2022 the Company sold the land under the Company’s Fan Engagement Zone to Twain GL XXXVI, LLC (“Twain”). Simultaneously, the Company entered into a lease agreement with Twain (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. 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. On November 7, 2022, HOF Village Waterpark, LLC (“HOFV Waterpark”), sold the land under the Company’s future waterpark to Oak Street Real Estate Capital, LLC (“Oak Street”). Simultaneously, the Company entered into a lease agreement with Oak Street. The Sale-Leaseback for the waterpark is repayable over a 99-year term. Under the terms of the leaseback 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. 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-type lease in the sale-leaseback transactions 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. On February 23, 2024, the Company entered into a first amendment to lease agreement with Oak Street to amend the existing waterpark ground lease to reflect: (a) Landlord’s tenant allowance for the benefit of the Company in the amount of $2,500,000; (b) an increase in the base rent; (c) the Company’s pledge pursuant to a pledge agreement of its twenty percent (20%) beneficial membership interest in Sandlot HOFV Canton SC, LLC (“Sports Complex Entity”); and (d) the Company’s issuance of a Series H Common Stock Purchase Warrant to Landlord to purchase 890,313 shares of the Company’s common stock, par value $0.0001 per share. The Company recorded the fair value of the warrant as a discount against the Company’s financing liability. On February 29, 2024, the Company entered into a second amendment to lease agreement with Landlord to memorialize: (a) Landlord’s forbearance of base rent due for March and April of 2024, which shall be due on May 1, 2024; and (b) Landlord’s allowance for the benefit of the Tenant of $1,000,000. On May 10, 2024, the parties entered into a third amendment to the lease agreement. See Note 14 – Subsequent Events. As of March 31, 2024, the carrying value of the financing liability was $65,867,451, representing $2,324,731,722 in remaining payments under the leases, net of a discount of $2,258,864,271. The lease payments are split between a reduction of principal and interest expense using the effective interest rate method. As of March 31, 2023, the carrying value of the financing liability was $60,675,230, representing $2,202,986,526 in remaining payments under the leases, net of a discount of $2,142,311,296. The monthly lease payments are split between a reduction of principal and interest expense using the effective interest rate method. Remaining future cash payments related to the financing liability, for the years ending December 31 are as follows: 2024 (nine months) $ 4,181,246 2025 6,179,956 2026 6,328,158 2027 6,479,940 2028 6,635,387 Thereafter 2,294,927,035 Total Minimum Liability Payments 2,324,731,722 Imputed Interest (2,258,864,271 ) Total $ 65,867,451 |
Disposition
Disposition | 3 Months Ended |
Mar. 31, 2024 | |
Disposition [Abstract] | |
Disposition | Note 13: Disposition On January 11, 2024, HOF Village completed the sale to Sandlot Facilities, LLC (“Sandlot”) for a $10 million purchase price, subject to adjustment, of 80% of a newly formed limited liability company named Sandlot HOFV Canton SC, LLC (“Sports Complex Newco”), to which the Company, HOF Village and HOF Village Youth Fields, LLC had contributed the ForeverLawn Sports Complex business prior to closing. The transaction occurred pursuant to the terms of the Membership Interest Purchase Agreement, dated December 22, 2023 (the “Purchase Agreement”), among the Company, HOF Village, Sandlot and Sandlot Youth Sports Holdings, LLC. Under the Purchase Agreement, Sandlot held back $1.5 million of the Purchase Price (which is included in “Prepaid expenses and other assets” on the Company’s condensed consolidated balance sheets) to secure certain indemnification obligations of the Company and HOF Village, which holdback will be released by Sandlot for the benefit of HOF Village in three $500,000 increments at 6, 12 and 18 months after the January 11, 2024 closing date of the Transaction, subject to post-closing adjustment of the Purchase Price and any indemnification claims pursuant to the Purchase Agreement. In connection with this transaction, the Company recognized a loss on the sale of the sports complex of $140,041, as follows: Purchase price $ 10,000,000 Working capital adjustment (214,222 ) Net purchase price 9,785,778 Less: transaction costs (159,144 ) Less: book value of net assets sold (12,213,120 ) Plus: investment retained 2,446,445 Loss on sale $ (140,041 ) The Company will account for the remaining investment in the sports complex as an equity-method investment and record its share of profit or loss as “income/(loss) from equity method investment” on its condensed consolidated statements of operations. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14: Subsequent Events Subsequent events have been evaluated through May 14, 2024, the date the consolidated financial statements were issued. Omnibus Extension of Certain IRG-Related Debt Instruments On April 7, 2024, the Company and HOF Village Newco, LLC (collectively “Borrower”) entered into a formal omnibus extension of certain debt instruments, effective March 31, 2024, with CH Capital Lending, LLC, IRG, LLC, JKP Financial, LLC and Midwest Lender Fund, LLC (collectively “Lenders”). Borrower and Lenders agreed to extend the maturity date from March 31, 2024 to March 31, 2025. The impacted agreements, dated effective November 7, 2022, include the (i) Joinder and First Amended and Restated Secured Cognovit Promissory Note payable to CH Capital Lending, LLC; (ii) Second Amended and Restated Secured Promissory Note payable to CH Capital Lending, LLC; (iii) Joinder and Second Amended and Restated Secured Cognovit Promissory Note payable to IRG, LLC; (iv) Secured Cognovit Promissory Note payable to JKP Financial, LLC (v) Joinder and Second Amended and Restated Secured Cognovit Promissory Note payable to JKP Financial, LLC; and (vi) Secured Cognovit Promissory Note payable to Midwest Lender Fund, LLC. Stuart Lichter, a director of the Company, is President of IRG, LLC and Midwest Lender Fund, LLC and a director of CH Capital Lending, LLC. Second and Third Amendment to the Waterpark Ground Lease On February 29, 2024, HOF Village Waterpark, LLC, as tenant (“Waterpark”), HOF Village Newco, LLC, as guarantor and pledgor, and HOF Village Stadium, LLC, as mortgagor, entered into a second amendment (the “Second Amendment”) to the ground lease agreement for the waterpark with HFAKOH001 LLC (“Landlord”), an affiliate of Blue Owl Real Estate Capital, LLC, to memorialize, among other things, Landlord’s forbearance of base rent due for March and April of 2024, which was due on May 1, 2024. Under the Second Amendment, there is no notice or cure period for the rent payment due on May 1, 2024. On May 10, 2024, the parties entered into a third amendment to the lease agreement (as amended, “Waterpark Ground Lease”), to remove a sentence, effective May 1, 2024, that provided there shall be no notice or cure period for deferred rent due on May 1, 2024. Waterpark has not paid the deferred base rent of $1,197,907 due May 1, 2024, which upon written notice from the Landlord, and after Waterpark’s failure to cure within three days, would be an event of default under the Waterpark Ground Lease and would give Landlord the option to, among other things, and to the extent permitted by applicable law, accelerate and recover all remaining payments owed under the Waterpark Ground Lease. We are in negotiations with the Landlord and believe that we will be able to negotiate an amendment that provides for extending the base rent forbearance payment date under the Waterpark Ground Lease or similar. However, until such time that an amendment is executed, we can provide no assurance that we will be successful in these efforts. |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
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. These reclassifications have no material impact on the historical operating loss, net loss, total assets, total liabilities, or stockholders’ equity previously reported. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed 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 credit losses, depreciation, costs capitalized to project development costs, useful lives of long-lived assets, impairment, 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 | 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 statements 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. |
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 March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023 were $4,170,957 and $8,572,730, 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.” The Company recognizes interest income on these securities ratably over their term utilizing the interest method. As of March 31, 2024 and December 31, 2023, the Company also had $2,000,000 and $2,000,000, respectively in investments available for sale, which are marked to market value at each reporting period. |
Equity Method Investments | Equity Method Investments Investments in unconsolidated affiliates, which the Company exerts significant influence but does not control or otherwise consolidate are accounted for using the equity method. Equity method investments are initially recorded at cost. These investments are included in equity method investment in the accompanying condensed consolidated balance sheets. The Company’s share of the profits and losses from these investments is reported in income from equity method investment in the accompanying condensed consolidated statements of operations. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the investees and records reductions in carrying values when necessary. |
Accounts Receivable | Accounts Receivable Accounts receivable are generally amounts due under sponsorship and other agreements and are recorded at the invoiced amount. Accounts receivable are reviewed for delinquencies on a case-by-case basis and are considered delinquent when the sponsor or customer 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. The Company reviews its Accounts Receivable on a case-by-case basis and writes off any accounts receivable for which collection efforts have been exhausted. As of March 31, 2024 and December 31, 2023, the Company has recorded an allowance for credit losses of $243,964 and $243,081, respectively. |
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 utilizing the interest method over the term of the related loan. Any unamortized costs are shown as an offset to “Notes Payable, net” on the accompanying consolidated balance sheets. |
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, food & beverage, events (including admissions, concessions, and parking), hotel and restaurant operations. 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 sheets. Refer to Note 6 for more details. Revenue for short-term rentals 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. Restaurant revenue at Company-operated restaurants is recognized when payment is tendered at the point of sale, net of sales tax, discounts and other sales related taxes. |
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% 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 March 31, 2024 and December 31, 2023, 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 operating expenses on the Company’s consolidated statements of operations. There were no amounts incurred for penalties and interest for the three months ended March 31, 2024 and 2023. 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 2020 through 2023 remain subject to examination. |
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 condensed consolidated balance sheets. The costs for each film or media will be expensed over the expected release period. During the three months ended March 31, 2024 and 2023, the Company recorded $0 and $1,305,000 in film and media costs, respectively, including an impairment charge of $0 |
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, accounts receivable, 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 carrying amount of the Company’s notes payable are considered to approximate their fair value based on the borrowing rates currently available to the Company for loans with similar terms and maturities. The Company uses the fair value hierarchy to measure the fair value of its warrant liabilities, investments available for sale and interest rate swap. The Company revalues its financial instruments at every reporting period. The Company recognizes gains or losses on the change in fair value of the warrant liabilities as “change in fair value of warrant liability” in the condensed consolidated statements of operations. The Company recognizes gains or losses on the change in fair value of the investments available for sale as “change in fair value of investments available for sale” in the condensed consolidated statements of operations. The Company recognizes gains or losses on the change in fair value of the interest rate swap as “change in fair value of interest rate swap” in the condensed consolidated statements of operations. The following table provides the financial liabilities measured on a recurring basis and reported at fair value on the consolidated balance sheets as of March 31, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level March 31, December 31, Warrant liabilities – Public Series A Warrants 1 $ 159,000 $ 204,000 Warrant liabilities – Private Series A Warrants 3 - - Warrant liabilities – Series B Warrants 3 17,000 21,000 Fair value of aggregate warrant liabilities $ 176,000 $ 225,000 Investments available for sale 3 $ 2,000,000 $ 2,000,000 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”) and the Series B Warrants issued in the Company’s November 2020 follow-on public offering, 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 Private Series B Series C Total Fair value as of December 31, 2023 $ 204,000 $ - $ 21,000 - $ 225,000 Change in fair value (45,000 ) - (4,000 ) - (49,000 ) Fair value as of March 31, 2024 $ 159,000 $ - $ 17,000 $ - $ 176,000 The key inputs into the Black Scholes valuation model for the Level 3 valuations as of March 31, 2024 and December 31, 2023 are as follows: March 31, 2024 December 31, 2023 Private Series B Private Series B Term (years) 1.3 1.6 1.5 1.9 Stock price $ 3.59 $ 3.59 $ 3.25 $ 3.25 Exercise price $ 253.11 $ 30.81 $ 253.11 $ 30.81 Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % Expected volatility 85.19 % 83.85 % 88.37 % 85.42 % Risk free interest rate 4.59 % 4.59 % 4.23 % 4.23 % Number of shares 95,576 170,862 95,576 170,862 The valuation of the investments available for sale was based on an option pricing model using market rate assumptions. The interest rate swap was terminated in 2023. |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the periods. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The Company’s potentially dilutive common stock equivalent shares, which include incremental common shares issuable upon (i) the exercise of outstanding stock options and warrants, (ii) vesting of restricted stock units and restricted stock awards, and (iii) conversion of preferred stock, are only included in the calculation of diluted net loss per share when their effect is dilutive. For the three months ended March 31, 2024 and 2023, the Company was in a loss position and therefore all potentially dilutive securities would be anti-dilutive. As of March 31, 2024 and 2023, 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 Three Months Ended 2024 2023 Warrants to purchase shares of Common Stock 3,683,962 2,003,649 Unvested restricted stock units to be settled in shares of Common Stock 210,200 173,450 Shares of Common Stock issuable upon conversion of convertible notes 9,990,227 3,435,659 Shares of Common Stock issuable upon conversion of Series B Preferred Stock 2,971 2,971 Shares of Common Stock issuable upon conversion of Series C Preferred Stock 454,408 454,545 Total potentially dilutive securities 14,341,768 6,070,274 |
Recent Accounting Standards | Recent Accounting Standards In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting, to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes, requiring more granular disclosure of the components of income taxes. This ASU is effective for fiscal years beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Financial Liabilities Measured on a Recurring Basis and Reported at Fair Value | The following table provides the financial liabilities measured on a recurring basis and reported at fair value on the consolidated balance sheets as of March 31, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level March 31, December 31, Warrant liabilities – Public Series A Warrants 1 $ 159,000 $ 204,000 Warrant liabilities – Private Series A Warrants 3 - - Warrant liabilities – Series B Warrants 3 17,000 21,000 Fair value of aggregate warrant liabilities $ 176,000 $ 225,000 Investments available for sale 3 $ 2,000,000 $ 2,000,000 |
Schedule of Changes in Fair Value of the Warrant Liabilities | The following table presents the changes in fair value of the warrant liabilities: Public Private Series B Series C Total Fair value as of December 31, 2023 $ 204,000 $ - $ 21,000 - $ 225,000 Change in fair value (45,000 ) - (4,000 ) - (49,000 ) Fair value as of March 31, 2024 $ 159,000 $ - $ 17,000 $ - $ 176,000 |
Schedule of Black Scholes Valuation Model for The Level 3 Valuations | The key inputs into the Black Scholes valuation model for the Level 3 valuations as of March 31, 2024 and December 31, 2023 are as follows: March 31, 2024 December 31, 2023 Private Series B Private Series B Term (years) 1.3 1.6 1.5 1.9 Stock price $ 3.59 $ 3.59 $ 3.25 $ 3.25 Exercise price $ 253.11 $ 30.81 $ 253.11 $ 30.81 Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % Expected volatility 85.19 % 83.85 % 88.37 % 85.42 % Risk free interest rate 4.59 % 4.59 % 4.23 % 4.23 % Number of shares 95,576 170,862 95,576 170,862 |
Schedule of Outstanding Common Stock Equivalents have been Excluded from the Calculation of Net Loss Per Share | As of March 31, 2024 and 2023, 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 Three Months Ended 2024 2023 Warrants to purchase shares of Common Stock 3,683,962 2,003,649 Unvested restricted stock units to be settled in shares of Common Stock 210,200 173,450 Shares of Common Stock issuable upon conversion of convertible notes 9,990,227 3,435,659 Shares of Common Stock issuable upon conversion of Series B Preferred Stock 2,971 2,971 Shares of Common Stock issuable upon conversion of Series C Preferred Stock 454,408 454,545 Total potentially dilutive securities 14,341,768 6,070,274 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net, including property and equipment held for sale consists of the following: Useful Life March 31, December 31, Land $ 27,651,699 $ 27,651,699 Land improvements 25 years 33,571,252 48,478,397 Building and improvements 15 to 39 years 345,156,756 344,006,337 Equipment 5 to 10 years 10,412,936 13,314,547 Property and equipment, gross 416,792,643 433,450,980 Less: accumulated depreciation (75,166,540 ) (76,746,918 ) Property and equipment, net, including property and equipment held for sale $ 341,626,103 $ 356,704,062 Project development costs $ 69,932,439 $ 59,366,200 |
Notes Payable, Net (Tables)
Notes Payable, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Payable, Net [Abstract] | |
Schedule of Notes Payable, Net | Notes payable, net consisted of the following at March 31, 2024 (1) Debt discount Interest Rate Maturity Gross financing costs Net Stated Effective Date Preferred equity Loan (2) $ 6,800,000 $ - $ 6,800,000 7.00 % 7.00 % Various City of Canton Loan (3) 3,350,000 (3,861 ) 3,346,139 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 (6) 10,404,320 (103,013 ) 10,301,307 12.50 % 12.50 % 3/31/2025 MKG DoubleTree Loan 11,000,000 - 11,000,000 10.25 % 10.25 % 9/13/2028 Convertible PIPE Notes 30,011,009 (3,823,616 ) 26,187,393 10.00 % 24.40 % 3/31/2025 Canton Cooperative Agreement 2,465,000 (159,645 ) 2,305,355 3.85 % 5.35 % 5/15/2040 CH Capital Loan (5)(6) 14,832,191 (146,873 ) 14,685,318 12.50 % 12.50 % 3/31/2025 Constellation EME #2 (4) 2,282,162 - 2,282,162 5.93 % 5.93 % 4/30/2026 IRG Split Note (6) 4,887,581 (48,392 ) 4,839,189 12.50 % 12.50 % 3/31/2025 JKP Split Note (6) 4,887,581 (48,392 ) 4,839,189 12.50 % 12.50 % 3/31/2025 ErieBank Loan (7) 18,484,250 (453,451 ) 18,030,799 9.50 % 9.74 % 12/15/2034 PACE Equity Loan 8,016,152 (266,746 ) 7,749,406 6.05 % 6.18 % 7/31/2047 PACE Equity CFP 3,171,659 (24,175 ) 3,147,484 6.05 % 6.10 % 7/31/2046 CFP Loan (6) 4,574,734 (45,294 ) 4,529,440 12.50 % 12.50 % 3/31/2025 Stark County Community Foundation 5,000,000 - 5,000,000 6.00 % 6.00 % 5/31/2029 CH Capital Bridge Loan (6) 12,014,052 (118,954 ) 11,895,098 12.50 % 12.50 % 3/31/2025 Stadium PACE Loan 33,092,237 (601,615 ) 32,490,622 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 (9,651 ) 4,990,349 6.00 % 6.04 % 6/30/2029 TDD Bonds 7,345,000 (651,291 ) 6,693,709 5.41 % 5.78 % 12/1/2046 TIF 18,075,000 (1,538,128 ) 16,536,872 6.375 % 6.71 % 12/30/2048 CH Capital Retail 10,509,115 - 10,509,115 12.5 % 12.5 % 12/4/2027 DoubleTree TDD 3,445,000 (665,078 ) 2,779,922 6.875 % 8.53 % 5/15/2044 DoubleTree PACE 2,715,000 - 2,715,000 6.625 % 6.625 % 5/15/2040 Total $ 230,362,032 $ (8,708,175 ) $ 221,653,857 Notes payable, net consisted of the following at December 31, 2023 (1) Gross Debt discount Net Preferred equity Loan (2) $ 6,800,000 $ - $ 6,800,000 City of Canton Loan (3) 3,387,500 (4,155 ) 3,383,345 New Market/SCF 2,999,989 - 2,999,989 JKP Capital Loan (6) 9,982,554 - 9,982,554 MKG DoubleTree Loan 11,000,000 - 11,000,000 Convertible PIPE Notes 29,279,034 (4,721,488 ) 24,557,546 Canton Cooperative Agreement 2,520,000 (161,400 ) 2,358,600 CH Capital Loan (5)(6) 14,278,565 - 14,278,565 Constellation EME #2 (4) 2,543,032 - 2,543,032 IRG Split Note (6) 4,689,449 - 4,689,449 JKP Split Note (6) 4,689,449 - 4,689,449 ErieBank Loan (7) 19,888,626 (470,357 ) 19,418,269 PACE Equity Loan 8,104,871 (268,042 ) 7,836,829 PACE Equity CFP 2,984,572 (24,878 ) 2,959,694 CFP Loan (6) 4,389,284 - 4,389,284 Stark County Community Foundation 5,000,000 - 5,000,000 CH Capital Bridge Loan (6) 11,426,309 - 11,426,309 Stadium PACE Loan 33,387,844 (1,123,635 ) 32,264,209 Stark County Infrastructure Loan 5,000,000 - 5,000,000 City of Canton Infrastructure Loan 5,000,000 (10,047 ) 4,989,953 TDD Bonds 7,345,000 (654,905 ) 6,690,095 TIF 18,100,000 (1,544,466 ) 16,555,534 CH Capital Retail 10,183,932 - 10,183,932 DoubleTree TDD 3,445,000 (668,696 ) 2,776,304 DoubleTree PACE 2,760,000 - 2,760,000 Total $ 229,185,010 $ (9,652,069 ) $ 219,532,941 (1) The Company’s notes payable are subject to certain customary financial and non-financial covenants. As of March 31, 2024, the Company believes that it 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 3,600 shares of Series A Preferred Stock outstanding and 52,800 shares of Series A Preferred Stock authorized as of March 31, 2024 and December 31, 2023, 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) During the three months ended March 31, 2024, the Company entered into multiple amendments of its CH Capital Loan. See discussion below. (6) On April 7, 2024, the Company entered into an omnibus extension of multiple of its IRG and IRG-affiliated loans. See Note 14 for additional information. (7) On March 15, 2024, ErieBank agreed to release certain of its pledged restricted cash. See discussion below. |
Schedule of Accrued Interest on Notes Payable | As of March 31, 2024 and December 31, 2023, accrued interest on notes payable, were as follows: March 31, December 31, Preferred Equity Loan $ 124,930 $ 5,930 City of Canton Loan 1,533 5,925 MKG DoubleTree Loan 74,772 80,144 Canton Cooperative Agreement 121,626 92,926 CH Capital Loan 61,143 4,713 ErieBank Loan 171,369 178,893 Stark County Community Foundation 80,447 - PACE Equity Loan 84,076 204,569 PACE Equity CFP 66,139 - CFP Loan 6,672 6,672 New Market/SCF 30,333 - Stadium PACE Loan 172,504 166,939 TDD Bonds 99,396 - DoubleTree PACE 60,509 15,238 DoubleTree TDD 101,975 42,764 Total $ 1,257,424 $ 804,713 |
Schedule of Principal Payments on Notes Payable Outstanding | The minimum required principal payments on notes payable outstanding as of March 31, 2024 are as follows: For the years ending December 31, Amount 2024 (nine months) $ 4,275,952 2025 86,355,474 2026 4,058,147 2027 17,637,809 2028 13,730,685 Thereafter 104,303,965 Total Gross Principal Payments $ 230,362,032 Less: Debt discount and deferred financing costs (8,708,175 ) Total Net Principal Payments $ 221,653,857 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders’ Equity [Abstract] | |
Schedule of Restricted Common Stock | The Company’s activity in RSUs was as follows for the three months ended March 31, 2024: Number of Weighted Non–vested at January 1, 2024 126,350 $ 17.54 Granted 181,781 $ 3.21 Vested (73,089 ) $ 20.94 Forfeited (24,842 ) $ 10.98 Non–vested at March 31, 2024 210,200 $ 4.73 Number of Weighted Non–vested at January 1, 2024 88,965 $ 9.62 Granted - Vested - Forfeited (88,965 ) $ 9.62 Non–vested at March 31, 2024 - |
Schedule of Warrant Activity | The Company’s warrant activity was as follows for the three months ended March 31, 2024: Number of Weighted Weighted Intrinsic Outstanding - January 1, 2024 2,793,649 $ 107.99 2.68 $ - Granted 890,313 $ 2.81 Outstanding – March 31, 2024 3,683,962 $ 82.57 2.55 $ 694,444 Exercisable – March 31, 2024 3,683,962 $ 82.57 2.55 $ 694,444 |
Schedule of Fair Value of Series C Warrants in Connection | 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 Original 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) | 3 Months Ended |
Mar. 31, 2024 | |
Sponsorship Revenue and Associated Commitments [Abstract] | |
Schedule of Future Cash to be Received Under the Agreement | As of March 31, 2024, scheduled future cash to be received under the agreements, are as follows: 2024 (nine months) $ 1,094,025 2025 2,101,327 2026 1,890,839 2027 1,317,265 2028 1,257,265 Thereafter 1,257,265 Total $ 8,917,986 |
Other Commitments (Tables)
Other Commitments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Commitments [Abstract] | |
Schedule of Other Liabilities | Other liabilities consisted of the following at March 31, 2024 and December 31, 2023: March 31, December 31, Activation fund reserves $ 243,661 $ 126,685 Deferred revenue 8,150,932 5,441,640 Deposits and other liabilities 463,906 290,357 Total $ 8,858,499 $ 5,858,682 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Related-Party Transactions [Abstract] | |
Schedule of Due to Affiliates | Due to affiliates consisted of the following at March 31, 2024 and December 31, 2023: March 31, December 31, Due to IRG Member $ 1,961,221 $ 1,127,390 Due to PFHOF 765,585 166,484 Total $ 2,726,806 $ 1,293,874 |
Schedule of Future Minimum Payments | The future minimum payments under this agreement as of March 31, 2024 are as follows: For the years ending March 31, Amount 2024 (nine months) $ 600,000 2025 600,000 2026 600,000 2027 600,000 2028 750,000 Thereafter 6,000,000 Total Gross Principal Payments $ 9,150,000 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Operating Leases | Balance sheet information related to our leases is presented below: March 31, December 31, 2024 2023 Operating leases: Right-of-use assets $ 7,274,397 $ 7,387,693 Lease liability 3,321,009 3,440,630 |
Schedule of Other Information Related to Leases | Other information related to leases is presented below: Three Months Three Months Operating lease cost $ 124,429 $ 128,143 Other information: Operating cash flows from operating leases 76,608 78,508 Weighted-average remaining lease term – operating leases (in years) 90.6 91.2 Weighted-average discount rate – operating leases 10.0 % 10.0 % |
Schedule of Annual Minimum Lease Payments of our Operating Lease Liabilities | As of March 31, 2024, the annual minimum lease payments of our operating lease liabilities were as follows: For The Years Ending December 31, 2024 (nine months) $ 229,820 2025 304,603 2026 301,400 2027 301,400 2028 328,600 Thereafter 39,116,467 Total future minimum lease payments, undiscounted 40,582,290 Less: imputed interest (37,261,281 ) Present value of future minimum lease payments $ 3,321,009 |
Schedule of Property and Equipment | Property and equipment currently under lease consists of the following: March 31, December 31, Land $ 5,067,746 $ 5,067,746 Land improvements 189,270 189,270 Building and improvements 72,515,037 71,160,127 Equipment 2,786,805 2,802,324 Property and equipment, gross 80,558,858 79,219,467 Less: accumulated depreciation (5,945,920 ) (5,056,214 ) Property and equipment, net $ 74,612,938 $ 74,163,253 |
Schedule of Future Minimum Lease Revenue | The future minimum lease revenue under these leases, excluding leases of the Company’s subsidiaries, are as follows: 2024 (nine months) $ 874,956 2025 1,174,695 2026 1,184,837 2027 1,170,697 2028 1,002,686 Thereafter 4,216,921 Total $ 9,624,792 |
Financing Liability (Tables)
Financing Liability (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Financing Liability [Abstract] | |
Schedule of Remaining Future Cash Payments Related to the Financing Liability | Remaining future cash payments related to the financing liability, for the years ending December 31 are as follows: 2024 (nine months) $ 4,181,246 2025 6,179,956 2026 6,328,158 2027 6,479,940 2028 6,635,387 Thereafter 2,294,927,035 Total Minimum Liability Payments 2,324,731,722 Imputed Interest (2,258,864,271 ) Total $ 65,867,451 |
Disposition (Tables)
Disposition (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Disposition [Abstract] | |
Schedule of Loss on the Sale of the Sports Complex | In connection with this transaction, the Company recognized a loss on the sale of the sports complex of $140,041, as follows: Purchase price $ 10,000,000 Working capital adjustment (214,222 ) Net purchase price 9,785,778 Less: transaction costs (159,144 ) Less: book value of net assets sold (12,213,120 ) Plus: investment retained 2,446,445 Loss on sale $ (140,041 ) |
Organization, Nature of Busin_2
Organization, Nature of Business, and Liquidity (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Organization Nature of Business and Liquidity [Line Items] | |||
Accumulated deficit | $ (231,531,470) | $ (216,643,882) | |
Cash | 2,713,210 | $ 7,395,025 | 3,243,353 |
Restricted cash | 4,170,957 | 7,305,895 | $ 8,572,730 |
Cash from operating activities | (2,476,875) | $ (11,542,932) | |
Debt principal | 90,600,000 | ||
Principal of debt | $ 51,600,000 | ||
Mountaineer GM, LLC [Member] | |||
Organization Nature of Business and Liquidity [Line Items] | |||
Interest rate | 60% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Line Items] | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Restricted cash | $ 4,170,957 | $ 7,305,895 | $ 8,572,730 |
Securities available for sale | 2,000,000 | 2,000,000 | |
Allowance for credit losses | $ 243,964 | $ 243,081 | |
Percentage of amount recognized | 50% | ||
Film and media costs | $ 0 | 1,305,000 | |
Impairment of film costs | $ 1,145,000 |
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 ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of aggregate warrant liabilities | $ 176,000 | $ 225,000 |
Investments available for sale | 2,000,000 | 2,000,000 |
Public Series A Warrants [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of aggregate warrant liabilities | 159,000 | 204,000 |
Private Series A Warrants [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of aggregate warrant liabilities | ||
Series B Warrants [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of aggregate warrant liabilities | $ 17,000 | $ 21,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Changes in Fair Value of the Warrant Liabilities | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Schedule of Changes in Fair Value of the Warrant Liabilities [Line Items] | |
Fair value, beginning balance | $ 225,000 |
Change in fair value | (49,000) |
Fair value, ending balance | 176,000 |
Public Series A Warrants [Member] | |
Schedule of Changes in Fair Value of the Warrant Liabilities [Line Items] | |
Fair value, beginning balance | 204,000 |
Change in fair value | (45,000) |
Fair value, ending balance | 159,000 |
Private Series A Warrants [Member] | |
Schedule of Changes in Fair Value of the Warrant Liabilities [Line Items] | |
Fair value, beginning balance | |
Change in fair value | |
Fair value, ending balance | |
Series B Warrants [Member] | |
Schedule of Changes in Fair Value of the Warrant Liabilities [Line Items] | |
Fair value, beginning balance | 21,000 |
Change in fair value | (4,000) |
Fair value, ending balance | 17,000 |
Series C Warrants [Member] | |
Schedule of Changes in Fair Value of the Warrant Liabilities [Line Items] | |
Fair value, beginning balance | |
Change in fair value | |
Fair value, ending balance |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Black Scholes Valuation Model for The Level 3 Valuations | Mar. 31, 2024 shares | Dec. 31, 2023 shares |
Private Series A Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Number of shares (in Shares) | 95,576 | 95,576 |
Private Series A Warrants [Member] | Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding measurement input | 1.3 | 1.5 |
Private Series A Warrants [Member] | Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding measurement input | 3.59 | 3.25 |
Private Series A Warrants [Member] | Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding measurement input | 253.11 | 253.11 |
Private Series A Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding measurement input | 0 | 0 |
Private Series A Warrants [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding measurement input | 85.19 | 88.37 |
Private Series A Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding measurement input | 4.59 | 4.23 |
Series B Warrants [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Number of shares (in Shares) | 170,862 | 170,862 |
Series B Warrants [Member] | Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding measurement input | 1.6 | 1.9 |
Series B Warrants [Member] | Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding measurement input | 3.59 | 3.25 |
Series B Warrants [Member] | Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding measurement input | 30.81 | 30.81 |
Series B Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding measurement input | 0 | 0 |
Series B Warrants [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding measurement input | 83.85 | 85.42 |
Series B Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding measurement input | 4.59 | 4.23 |
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 | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 14,341,768 | 6,070,274 |
Warrants to purchase shares of Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 3,683,962 | 2,003,649 |
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 potentially dilutive securities | 210,200 | 173,450 |
Shares of Common Stock issuable upon conversion of convertible notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 9,990,227 | 3,435,659 |
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 potentially dilutive securities | 2,971 | 2,971 |
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 potentially dilutive securities | 454,408 | 454,545 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | |||
Jan. 11, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||||
Interest rate of held for sale | 80% | |||
Property and equipment held for sale | $ 12,325,227 | |||
Depreciation expense | 4,158,750 | $ 2,553,360 | ||
Capitalized project development costs | 10,915,894 | 9,163,643 | ||
Transferred amount | 349,655 | $ 6,031,376 | ||
Film development costs | $ 200,000 | $ 200,000 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 416,792,643 | $ 433,450,980 |
Less: accumulated depreciation | (75,166,540) | (76,746,918) |
Property and equipment, net, including property and equipment held for sale | 341,626,103 | 356,704,062 |
Project development costs | 69,932,439 | 59,366,200 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 27,651,699 | 27,651,699 |
Land improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful Life | 25 years | |
Property and equipment, gross | $ 33,571,252 | 48,478,397 |
Building and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 345,156,756 | 344,006,337 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 10,412,936 | $ 13,314,547 |
Minimum [Member] | Building and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful Life | 15 years | |
Minimum [Member] | Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful Life | 5 years | |
Maximum [Member] | Building and improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful Life | 39 years | |
Maximum [Member] | Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Useful Life | 10 years |
Notes Payable, Net (Details)
Notes Payable, Net (Details) - USD ($) | 3 Months Ended | |||||||
Mar. 15, 2024 | Feb. 28, 2024 | Jan. 17, 2024 | Dec. 15, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Feb. 01, 2022 | |
Notes Payable, Net [Line Items] | ||||||||
Amortization of note discounts | $ 955,322 | $ 855,891 | ||||||
Paid-in-kind interest | $ 2,905,941 | $ 1,127,491 | ||||||
Maturity date | Jul. 01, 2030 | |||||||
Percentage of extension fee | 1% | |||||||
Proceeds from issuance | $ 1,830,000 | |||||||
Roadway improvements | $ 2,000,000 | |||||||
Fixed interes rate | 2.65% | |||||||
CH Capital Bridge Loan [Member] | ||||||||
Notes Payable, Net [Line Items] | ||||||||
Maturity loan | Mar. 31, 2024 | |||||||
CH Capital Loan [Member] | ||||||||
Notes Payable, Net [Line Items] | ||||||||
Loan funding amount | $ 726,634 | $ 2,200,000 | $ 800,000 | |||||
Principal amount | $ 14,417,076 | $ 12,751,934 | ||||||
ErieBank Loan [Member] | ||||||||
Notes Payable, Net [Line Items] | ||||||||
borrowed loan | $ 22,040,000 | |||||||
Maximum [Member] | ||||||||
Notes Payable, Net [Line Items] | ||||||||
Reduction of underlying loan | $ 22,040,000 | |||||||
Minimum [Member] | ||||||||
Notes Payable, Net [Line Items] | ||||||||
Reduction of underlying loan | $ 20,040,000 | |||||||
Series A Preferred Stock [Member] | ||||||||
Notes Payable, Net [Line Items] | ||||||||
Preferred shares outstanding (in Shares) | 3,600 | 3,600 | ||||||
Preferred shares authorized (in Shares) | 52,800 | 52,800 |
Notes Payable, Net (Details) -
Notes Payable, Net (Details) - Schedule of Notes Payable, Net - USD ($) | 3 Months Ended | ||||
Mar. 31, 2024 | Dec. 31, 2023 | ||||
Schedule of Notes Payable, Net [Line Items] | |||||
Gross | [1] | $ 230,362,032 | $ 229,185,010 | ||
Debt discount and deferred financing costs | [1] | (8,708,175) | (9,652,069) | ||
Net | [1] | 221,653,857 | 219,532,941 | ||
Preferred Equity Loan [Member] | |||||
Schedule of Notes Payable, Net [Line Items] | |||||
Gross | [1],[2] | 6,800,000 | 6,800,000 | ||
Debt discount and deferred financing costs | [1],[2] | ||||
Net | [1],[2] | $ 6,800,000 | 6,800,000 | ||
Interest Rate, Stated | [1],[2] | 7% | |||
Interest Rate, Effective | [1],[2] | 7% | |||
Maturity Date | [1],[2] | Various | |||
City of Canton Loan [Member] | |||||
Schedule of Notes Payable, Net [Line Items] | |||||
Gross | [1],[3] | $ 3,350,000 | 3,387,500 | ||
Debt discount and deferred financing costs | [1],[3] | (3,861) | (4,155) | ||
Net | [1],[3] | $ 3,346,139 | 3,383,345 | ||
Interest Rate, Stated | [1],[3] | 0.50% | |||
Interest Rate, Effective | [1],[3] | 0.53% | |||
Maturity Date | [1],[3] | 7/1/2027 | |||
New Market/SCF [Member] | |||||
Schedule of Notes Payable, Net [Line Items] | |||||
Gross | [1] | $ 2,999,989 | 2,999,989 | ||
Debt discount and deferred financing costs | [1] | ||||
Net | [1] | $ 2,999,989 | 2,999,989 | ||
Interest Rate, Stated | [1] | 4% | |||
Interest Rate, Effective | [1] | 4% | |||
Maturity Date | [1] | 12/30/2024 | |||
JKP Capital loan [Member] | |||||
Schedule of Notes Payable, Net [Line Items] | |||||
Gross | [1],[4] | $ 10,404,320 | 9,982,554 | ||
Debt discount and deferred financing costs | [1],[4] | (103,013) | |||
Net | [1],[4] | $ 10,301,307 | 9,982,554 | ||
Interest Rate, Stated | [1],[4] | 12.50% | |||
Interest Rate, Effective | [1],[4] | 12.50% | |||
Maturity Date | [1],[4] | 3/31/2025 | |||
MKG DoubleTree Loan [Member] | |||||
Schedule of Notes Payable, Net [Line Items] | |||||
Gross | [1] | $ 11,000,000 | 11,000,000 | ||
Debt discount and deferred financing costs | [1] | ||||
Net | [1] | $ 11,000,000 | 11,000,000 | ||
Interest Rate, Stated | [1] | 10.25% | |||
Interest Rate, Effective | [1] | 10.25% | |||
Maturity Date | [1] | 9/13/2028 | |||
Convertible PIPE Notes [Member] | |||||
Schedule of Notes Payable, Net [Line Items] | |||||
Gross | [1] | $ 30,011,009 | 29,279,034 | ||
Debt discount and deferred financing costs | [1] | (3,823,616) | (4,721,488) | ||
Net | [1] | $ 26,187,393 | 24,557,546 | ||
Interest Rate, Stated | [1] | 10% | |||
Interest Rate, Effective | [1] | 24.40% | |||
Maturity Date | [1] | 3/31/2025 | |||
Canton Cooperative Agreement [Member] | |||||
Schedule of Notes Payable, Net [Line Items] | |||||
Gross | [1] | $ 2,465,000 | 2,520,000 | ||
Debt discount and deferred financing costs | [1] | (159,645) | (161,400) | ||
Net | [1] | $ 2,305,355 | 2,358,600 | ||
Interest Rate, Stated | [1] | 3.85% | |||
Interest Rate, Effective | [1] | 5.35% | |||
Maturity Date | [1] | 5/15/2040 | |||
CH Capital Loan [Member] | |||||
Schedule of Notes Payable, Net [Line Items] | |||||
Gross | [1],[4],[5] | $ 14,832,191 | 14,278,565 | ||
Debt discount and deferred financing costs | [1],[4],[5] | (146,873) | |||
Net | [1],[4],[5] | $ 14,685,318 | 14,278,565 | ||
Interest Rate, Stated | [1],[4],[5] | 12.50% | |||
Interest Rate, Effective | [1],[4],[5] | 12.50% | |||
Maturity Date | [1],[4],[5] | 3/31/2025 | |||
Constellation EME #2 [Member] | |||||
Schedule of Notes Payable, Net [Line Items] | |||||
Gross | [1],[6] | $ 2,282,162 | |||
Debt discount and deferred financing costs | [1],[6] | ||||
Net | [1],[6] | $ 2,282,162 | |||
Interest Rate, Stated | [1],[6] | 5.93% | |||
Interest Rate, Effective | [1],[6] | 5.93% | |||
Maturity Date | [1],[6] | 4/30/2026 | |||
IRG Split Note [Member] | |||||
Schedule of Notes Payable, Net [Line Items] | |||||
Gross | [1],[4] | $ 4,887,581 | 4,689,449 | ||
Debt discount and deferred financing costs | [1],[4] | (48,392) | |||
Net | [1],[4] | $ 4,839,189 | 4,689,449 | ||
Interest Rate, Stated | [1],[4] | 12.50% | |||
Interest Rate, Effective | [1],[4] | 12.50% | |||
Maturity Date | [1],[4] | 3/31/2025 | |||
JKP Split Note [Member] | |||||
Schedule of Notes Payable, Net [Line Items] | |||||
Gross | [1],[4] | $ 4,887,581 | 4,689,449 | ||
Debt discount and deferred financing costs | [1],[4] | (48,392) | |||
Net | [1],[4] | $ 4,839,189 | 4,689,449 | ||
Interest Rate, Stated | [1],[4] | 12.50% | |||
Interest Rate, Effective | [1],[4] | 12.50% | |||
Maturity Date | [1],[4] | 3/31/2025 | |||
ErieBank Loan [Member] | |||||
Schedule of Notes Payable, Net [Line Items] | |||||
Gross | [1],[7] | $ 18,484,250 | 19,888,626 | ||
Debt discount and deferred financing costs | [1],[7] | (453,451) | (470,357) | ||
Net | [1],[7] | $ 18,030,799 | 19,418,269 | ||
Interest Rate, Stated | [1],[7] | 9.50% | |||
Interest Rate, Effective | [1],[7] | 9.74% | |||
Maturity Date | [1],[7] | 12/15/2034 | |||
PACE Equity Loan [Member] | |||||
Schedule of Notes Payable, Net [Line Items] | |||||
Gross | [1] | $ 8,016,152 | 8,104,871 | ||
Debt discount and deferred financing costs | [1] | (266,746) | (268,042) | ||
Net | [1] | $ 7,749,406 | 7,836,829 | ||
Interest Rate, Stated | [1] | 6.05% | |||
Interest Rate, Effective | [1] | 6.18% | |||
Maturity Date | [1] | 7/31/2047 | |||
PACE Equity CFP [Member] | |||||
Schedule of Notes Payable, Net [Line Items] | |||||
Gross | [1] | $ 3,171,659 | 2,984,572 | ||
Debt discount and deferred financing costs | [1] | (24,175) | (24,878) | ||
Net | [1] | $ 3,147,484 | 2,959,694 | ||
Interest Rate, Stated | [1] | 6.05% | |||
Interest Rate, Effective | [1] | 6.10% | |||
Maturity Date | [1] | 7/31/2046 | |||
CFP Loan [Member] | |||||
Schedule of Notes Payable, Net [Line Items] | |||||
Gross | [1],[4] | $ 4,574,734 | 4,389,284 | ||
Debt discount and deferred financing costs | [1],[4] | (45,294) | |||
Net | [1],[4] | $ 4,529,440 | 4,389,284 | ||
Interest Rate, Stated | [1],[4] | 12.50% | |||
Interest Rate, Effective | [1],[4] | 12.50% | |||
Maturity Date | [1],[4] | 3/31/2025 | |||
Stark County Community Foundation [Member] | |||||
Schedule of Notes Payable, Net [Line Items] | |||||
Gross | [1] | $ 5,000,000 | 5,000,000 | ||
Debt discount and deferred financing costs | [1] | ||||
Net | [1] | $ 5,000,000 | 5,000,000 | ||
Interest Rate, Stated | [1] | 6% | |||
Interest Rate, Effective | [1] | 6% | |||
Maturity Date | [1] | 5/31/2029 | |||
CH Capital Bridge Loan [Member] | |||||
Schedule of Notes Payable, Net [Line Items] | |||||
Gross | [1] | $ 12,014,052 | [2] | 11,426,309 | [4] |
Debt discount and deferred financing costs | [1],[4] | (118,954) | |||
Net | [1],[4] | $ 11,895,098 | 11,426,309 | ||
Interest Rate, Stated | [1],[4] | 12.50% | |||
Interest Rate, Effective | [1],[4] | 12.50% | |||
Maturity Date | [1],[4] | 3/31/2025 | |||
Stadium PACE Loan [Member] | |||||
Schedule of Notes Payable, Net [Line Items] | |||||
Gross | [1] | $ 33,092,237 | 33,387,844 | ||
Debt discount and deferred financing costs | [1] | (601,615) | (1,123,635) | ||
Net | [1] | $ 32,490,622 | 32,264,209 | ||
Interest Rate, Stated | [1] | 6% | |||
Interest Rate, Effective | [1] | 6.51% | |||
Maturity Date | [1] | 1/1/2049 | |||
Stark County Infrastructure Loan [Member] | |||||
Schedule of Notes Payable, Net [Line Items] | |||||
Gross | [1] | $ 5,000,000 | 5,000,000 | ||
Debt discount and deferred financing costs | [1] | ||||
Net | [1] | $ 5,000,000 | 5,000,000 | ||
Interest Rate, Stated | [1] | 6% | |||
Interest Rate, Effective | [1] | 6% | |||
Maturity Date | [1] | 8/31/2029 | |||
City of Canton Infrastructure Loan [Member] | |||||
Schedule of Notes Payable, Net [Line Items] | |||||
Gross | [1] | $ 5,000,000 | 5,000,000 | ||
Debt discount and deferred financing costs | [1] | (9,651) | (10,047) | ||
Net | [1] | $ 4,990,349 | 4,989,953 | ||
Interest Rate, Stated | [1] | 6% | |||
Interest Rate, Effective | [1] | 6.04% | |||
Maturity Date | [1] | 6/30/2029 | |||
TDD Bonds [Member] | |||||
Schedule of Notes Payable, Net [Line Items] | |||||
Gross | [1] | $ 7,345,000 | 7,345,000 | ||
Debt discount and deferred financing costs | [1] | (651,291) | (654,905) | ||
Net | [1] | $ 6,693,709 | 6,690,095 | ||
Interest Rate, Stated | [1] | 5.41% | |||
Interest Rate, Effective | [1] | 5.78% | |||
Maturity Date | [1] | 12/1/2046 | |||
TIF loan [Member] | |||||
Schedule of Notes Payable, Net [Line Items] | |||||
Gross | [1] | $ 18,075,000 | 18,100,000 | ||
Debt discount and deferred financing costs | [1] | (1,538,128) | (1,544,466) | ||
Net | [1] | $ 16,536,872 | 16,555,534 | ||
Interest Rate, Stated | [1] | 6.375% | |||
Interest Rate, Effective | [1] | 6.71% | |||
Maturity Date | [1] | 12/30/2048 | |||
CH Capital Retail [Member] | |||||
Schedule of Notes Payable, Net [Line Items] | |||||
Gross | [1] | $ 10,509,115 | 10,183,932 | ||
Debt discount and deferred financing costs | [1] | ||||
Net | [1] | $ 10,509,115 | 10,183,932 | ||
Interest Rate, Stated | [1] | 12.50% | |||
Interest Rate, Effective | [1] | 12.50% | |||
Maturity Date | [1] | 12/4/2027 | |||
DoubleTree TDD [Member] | |||||
Schedule of Notes Payable, Net [Line Items] | |||||
Gross | [1] | $ 3,445,000 | 3,445,000 | ||
Debt discount and deferred financing costs | [1] | (665,078) | (668,696) | ||
Net | [1] | $ 2,779,922 | 2,776,304 | ||
Interest Rate, Stated | [1] | 6.875% | |||
Interest Rate, Effective | [1] | 8.53% | |||
Maturity Date | [1] | 5/15/2044 | |||
DoubleTree PACE [Member] | |||||
Schedule of Notes Payable, Net [Line Items] | |||||
Gross | [1] | $ 2,715,000 | 2,760,000 | ||
Debt discount and deferred financing costs | [1] | ||||
Net | [1] | $ 2,715,000 | 2,760,000 | ||
Interest Rate, Stated | [1] | 6.625% | |||
Interest Rate, Effective | [1] | 6.625% | |||
Maturity Date | [1] | 5/15/2040 | |||
Constellation EME #2 [Member] | |||||
Schedule of Notes Payable, Net [Line Items] | |||||
Gross | [1],[6] | 2,543,032 | |||
Debt discount and deferred financing costs | [1],[6] | ||||
Net | [1],[6] | $ 2,543,032 | |||
[1]The Company’s notes payable are subject to certain customary financial and non-financial covenants. As of March 31, 2024, the Company believes that it 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 3,600 shares of Series A Preferred Stock outstanding and 52,800 shares of Series A Preferred Stock authorized as of March 31, 2024 and December 31, 2023, 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] On April 7, 2024, the Company entered into an omnibus extension of multiple of its IRG and IRG-affiliated loans. See Note 14 for additional information. |
Notes Payable, Net (Details) _2
Notes Payable, Net (Details) - Schedule of Accrued Interest on Notes Payable - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Accrued Interest on Notes Payable [Line Items] | ||
Total | $ 1,257,424 | $ 804,713 |
Preferred Equity Loan [Member] | ||
Schedule of Accrued Interest on Notes Payable [Line Items] | ||
Total | 124,930 | 5,930 |
City of Canton Loan [Member] | ||
Schedule of Accrued Interest on Notes Payable [Line Items] | ||
Total | 1,533 | 5,925 |
MKG DoubleTree Loan [Member] | ||
Schedule of Accrued Interest on Notes Payable [Line Items] | ||
Total | 74,772 | 80,144 |
Canton Cooperative Agreement [Member] | ||
Schedule of Accrued Interest on Notes Payable [Line Items] | ||
Total | 121,626 | 92,926 |
CH Capital Loan [Member] | ||
Schedule of Accrued Interest on Notes Payable [Line Items] | ||
Total | 61,143 | 4,713 |
ErieBank Loan [Member] | ||
Schedule of Accrued Interest on Notes Payable [Line Items] | ||
Total | 171,369 | 178,893 |
Stark County Community Foundation [Member] | ||
Schedule of Accrued Interest on Notes Payable [Line Items] | ||
Total | 80,447 | |
PACE Equity Loan [Member] | ||
Schedule of Accrued Interest on Notes Payable [Line Items] | ||
Total | 84,076 | 204,569 |
PACE Equity CFP [Member] | ||
Schedule of Accrued Interest on Notes Payable [Line Items] | ||
Total | 66,139 | |
CFP Loan [Member] | ||
Schedule of Accrued Interest on Notes Payable [Line Items] | ||
Total | 6,672 | 6,672 |
New Market/SCF [Member] | ||
Schedule of Accrued Interest on Notes Payable [Line Items] | ||
Total | 30,333 | |
Stadium PACE Loan [Member] | ||
Schedule of Accrued Interest on Notes Payable [Line Items] | ||
Total | 172,504 | 166,939 |
TDD Bonds [Member] | ||
Schedule of Accrued Interest on Notes Payable [Line Items] | ||
Total | 99,396 | |
DoubleTree PACE [Member] | ||
Schedule of Accrued Interest on Notes Payable [Line Items] | ||
Total | 60,509 | 15,238 |
DoubleTree TDD [Member] | ||
Schedule of Accrued Interest on Notes Payable [Line Items] | ||
Total | $ 101,975 | $ 42,764 |
Notes Payable, Net (Details) _3
Notes Payable, Net (Details) - Schedule of Principal Payments on Notes Payable Outstanding - Notes Payable [Member] | Mar. 31, 2024 USD ($) |
Schedule of Principal Payments on Notes Payable Outstanding [Line Items] | |
2024 (nine months) | $ 4,275,952 |
2025 | 86,355,474 |
2026 | 4,058,147 |
2027 | 17,637,809 |
2028 | 13,730,685 |
Thereafter | 104,303,965 |
Total Gross Principal Payments | 230,362,032 |
Less: Debt discount and deferred financing costs | (8,708,175) |
Total Net Principal Payments | $ 221,653,857 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 3 Months Ended | ||||||||||||||
Apr. 08, 2024 | Oct. 11, 2023 | Oct. 10, 2023 | Jun. 07, 2023 | May 02, 2023 | Jan. 24, 2023 | Jan. 23, 2023 | Jan. 12, 2023 | Nov. 07, 2022 | Mar. 01, 2022 | Jun. 02, 2021 | Jul. 01, 2020 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2021 | |
Stockholders’ Equity [Line Items] | |||||||||||||||
Stock issued during period under incentive plan, shares (in Shares) | 275,000 | 181,818 | 82,397 | 101,006 | |||||||||||
Sale of shares (in Shares) | 110,000 | ||||||||||||||
Common stock issued and sold | $ 39,016,766 | ||||||||||||||
Common stock duration period | 90 days | ||||||||||||||
Exercise price (in Dollars per share) | $ 1,000 | $ 1,000 | $ 151.8 | ||||||||||||
Relative rights, percentage | 7% | ||||||||||||||
Stock issued during period shares (in Shares) | 800 | 800 | |||||||||||||
Preferred stock redemption price per share (in Dollars per share) | $ 1,000 | ||||||||||||||
Purchase price | $ 800,000 | $ 800,000 | $ 1,600,000 | ||||||||||||
Maximum [Member] | |||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||
Distribution agreement | 50,000,000 | ||||||||||||||
Gross offering rate | 4% | ||||||||||||||
Minimum [Member] | |||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||
Distribution agreement | $ 39,016,766 | ||||||||||||||
Gross offering rate | 2% | ||||||||||||||
Inducement Plan [Member] | |||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||
Shares available for issuance (in Shares) | 76,674 | ||||||||||||||
2020 Omnibus Incentive Plan [Member] | |||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||
Restricted stock units (in Shares) | 174,824 | ||||||||||||||
HOFV 2023 Inducement Plan [Member] | |||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||
Restricted stock units (in Shares) | 6,957 | ||||||||||||||
Restricted Stock Units [Member] | |||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||
Restricted stock units (in Shares) | 181,781 | ||||||||||||||
Issuance of restricted stock units per share (in Dollars per share) | $ 3.21 | ||||||||||||||
Stock–based compensation | $ 600,377 | ||||||||||||||
Unamortized compensation cost | $ 826,693 | ||||||||||||||
Weighted average period | 1 year | ||||||||||||||
Restricted Stock [Member] | |||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||
Stock–based compensation | $ 181,768 | ||||||||||||||
Unamortized compensation cost | $ 0 | ||||||||||||||
PSU [Member] | |||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||
Unamortized compensation cost | $ 0 | ||||||||||||||
Price of per share (in Dollars per share) | $ 9.62 | ||||||||||||||
Reversal due to forfeiture | $ 85,299 | ||||||||||||||
Equity Distribution Agreement [Member] | |||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||
Aggregate offering price | $ 50,000,000 | ||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||
Relative rights, percentage | 7% | ||||||||||||||
Stock issued during period shares (in Shares) | 1,600 | ||||||||||||||
Preferred stock redemption price per share (in Dollars per share) | $ 0.0001 | ||||||||||||||
Convertible preferred stock, percentage | 2% | ||||||||||||||
Series C Warrants [Member] | |||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||
Exercise price (in Dollars per share) | $ 12.77 | $ 30.8 | |||||||||||||
Series D Warrants [Member] | |||||||||||||||
Stockholders’ Equity [Line Items] | |||||||||||||||
Exercise price (in Dollars per share) | $ 12.77 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of Restricted Common Stock | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
RSUs [Member] | |
Schedule of Restricted Common Stock [Line Items] | |
Number of shares, Non-vested, Beginning balance | 126,350 |
Weighted average grant date fair value, Non–vested, Beginning balance (in Dollars per share) | $ / shares | $ 17.54 |
Number of shares, Granted | 181,781 |
Weighted average grant date fair value, Granted (in Dollars per share) | $ / shares | $ 3.21 |
Number of shares, Vested | (73,089) |
Weighted average grant date fair value, Vested (in Dollars per share) | $ / shares | $ 20.94 |
Number of shares, Forfeited | (24,842) |
Weighted average grant date fair value, Forfeited (in Dollars per share) | $ / shares | $ 10.98 |
Number of shares, Non-vested, Ending balance | 210,200 |
Weighted average grant date fair value, Non–vested, Ending balance (in Dollars per share) | $ / shares | $ 4.73 |
PSUs [Member] | |
Schedule of Restricted Common Stock [Line Items] | |
Number of shares, Non-vested, Beginning balance | 88,965 |
Weighted average grant date fair value, Non–vested, Beginning balance (in Dollars per share) | $ / shares | $ 9.62 |
Number of shares, Granted | |
Number of shares, Vested | |
Number of shares, Forfeited | (88,965) |
Weighted average grant date fair value, Forfeited (in Dollars per share) | $ / shares | $ 9.62 |
Number of shares, Non-vested, Ending balance |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Schedule of Warrant Activity - Warrant [Member] - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Mar. 31, 2024 | |
Class of Warrant or Right [Line Items] | ||
Number of Shares Granted | 890,313 | |
Weighted Average, Granted | $ 2.81 | |
Number of Shares Outstanding, Ending balance | 2,793,649 | 3,683,962 |
Weighted Average Exercise Price, Ending balance | $ 107.99 | $ 82.57 |
Weighted Average Contractual Life (years), Ending balance | 2 years 8 months 4 days | 2 years 6 months 18 days |
Intrinsic Value, Ending balance | $ 694,444 | |
Number of shares, Exercisable | 3,683,962 | |
Weighted Average Exercise Price, Exercisable | $ 82.57 | |
Weighted Average Contractual Life (years), Exercisable | 2 years 6 months 18 days | |
Intrinsic Value, Exercisable | $ 694,444 |
Stockholders_ Equity (Details_3
Stockholders’ Equity (Details) - Schedule of Fair Value of Series C Warrants in Connection | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Series C 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) | $ 30.8 |
Dividend yield | 0% |
Expected volatility | 54.70% |
Risk free interest rate | 1.50% |
Number of shares (in Shares) | shares | 455,867 |
Aggregate fair value (in Dollars) | $ | $ 3,336,000 |
March 1, 2022 Modification [Member] | Series C Warrants [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) | shares | 455,867 |
Aggregate fair value (in Dollars) | $ | $ 3,648,000 |
March 1, 2022 Modification [Member] | 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 | 50.80% |
Risk free interest rate | 1.60% |
Number of shares (in Shares) | shares | 111,321 |
Aggregate fair value (in Dollars) | $ | $ 138,000 |
November 7, 2022 Modification [Member] | Series C Warrants [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) | shares | 455,867 |
Aggregate fair value (in Dollars) | $ | $ 3,230,000 |
November 7, 2022 Modification [Member] | Series D Warrants [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) | shares | 111,321 |
Aggregate fair value (in Dollars) | $ | $ 910,000 |
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) | shares | 111,321 |
Aggregate fair value (in Dollars) | $ | $ 50,000 |
Sponsorship Revenue and Assoc_3
Sponsorship Revenue and Associated Commitments (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Sponsorships, net of activation costs [Member] | ||
Sponsorship Revenue and Associated Commitments [Line Items] | ||
Net sponsorship revenue | $ 859,731 | $ 673,475 |
Sponsorship Revenue and Assoc_4
Sponsorship Revenue and Associated Commitments (Details) - Schedule of Future Cash to be Received Under the Agreement - First Data Merchant Services LLC [Member] | Mar. 31, 2024 USD ($) |
Sponsorship Revenue and Associated Commitments (Details) - Schedule of Future Cash to be Received Under the Agreement [Line Items] | |
2024 (nine months) | $ 1,094,025 |
2025 | 2,101,327 |
2026 | 1,890,839 |
2027 | 1,317,265 |
2028 | 1,257,265 |
Thereafter | 1,257,265 |
Total | $ 8,917,986 |
Other Commitments (Details)
Other Commitments (Details) | 1 Months Ended | 3 Months Ended | ||||
Jul. 14, 2022 | Apr. 30, 2021 USD ($) | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) | Oct. 07, 2020 | |
Other Commitments [Line Items] | ||||||
Agreement term | 10 years | |||||
Monthly installments | $ 103,095 | |||||
Number of notes payable | 1 | |||||
Online market access agreement term | 10 years | |||||
Deferred revenue | $ 3,500,000 | $ 3,600,000 | ||||
Warrant [Member] | ||||||
Other Commitments [Line Items] | ||||||
Equity interest in the form of warrants | 4,000,000 | |||||
Crestline Hotels & Resorts [Member] | ||||||
Other Commitments [Line Items] | ||||||
Payment of management fee | 35,109 | $ 45,500 | ||||
Shula’s Steak Houses, LLLP [Member] | ||||||
Other Commitments [Line Items] | ||||||
Payment of management fee | $ 24,374 | $ 0 |
Other Commitments (Details) - S
Other Commitments (Details) - Schedule of Other Liabilities - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Other Liabilities [Abstract] | ||
Activation fund reserves | $ 243,661 | $ 126,685 |
Deferred revenue | 8,150,932 | 5,441,640 |
Deposits and other liabilities | 463,906 | 290,357 |
Total | $ 8,858,499 | $ 5,858,682 |
Related-Party Transactions (Det
Related-Party Transactions (Details) | 3 Months Ended | 12 Months Ended | ||||
Nov. 01, 2023 m² | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) m² | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) | |
Related-Party Transactions [Line Items] | ||||||
Percentage of development costs | 4% | |||||
Accounts receivable | $ 1,268,174 | $ 1,108,460 | ||||
Annual license fee | $ 0 | $ 300,000 | ||||
Loan amount | $ 28,000,000 | |||||
Acres of land (in Square Meters) | m² | 1.64 | |||||
Percentage of bear Interest | 12.50% | |||||
Contractual Percentage | 25% | |||||
Related parties maximum requirement percentage | 19.99% | |||||
License Agreement [Member] | ||||||
Related-Party Transactions [Line Items] | ||||||
Payments for other fee | $ 900,000 | |||||
Touchdown Work Place, LLC [Member] | ||||||
Related-Party Transactions [Line Items] | ||||||
Acres of land (in Square Meters) | m² | 12,331 | |||||
Percentage of annual increase in rent | 2% | |||||
Related Party [Member] | ||||||
Related-Party Transactions [Line Items] | ||||||
Accounts receivable | $ 75,027 | $ 10,049 | ||||
License Agreement [Member] | ||||||
Related-Party Transactions [Line Items] | ||||||
Payments for other fee | $ 900,000 | |||||
Contract Year Two through Six [Member] | ||||||
Related-Party Transactions [Line Items] | ||||||
Payments for other fee | 600,000 | |||||
Contract Year Seven [Member] | ||||||
Related-Party Transactions [Line Items] | ||||||
Payments for other fee | 750,000 | |||||
IRG Affiliate Lender loans [Member] | ||||||
Related-Party Transactions [Line Items] | ||||||
Payments for other fee | $ 4,500,000 | |||||
Shares issued (in Shares) | shares | 90,909 | |||||
(in Dollars per share) | $ / shares | $ 0.0001 | |||||
Accrued interest rate | 8% | |||||
Convertible price (in Dollars per share) | $ / shares | $ 12.77 | |||||
Membership interest | 100% | |||||
Nasdaq [Member] | ||||||
Related-Party Transactions [Line Items] | ||||||
Related parties maximum requirement percentage | 19.99% |
Related-Party Transactions (D_2
Related-Party Transactions (Details) - Schedule of Due to Affiliates - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Due to Affiliates [Line Items] | ||
Due to affiliates, total | $ 2,726,806 | $ 1,293,874 |
Due to IRG [Member] | ||
Schedule of Due to Affiliates [Line Items] | ||
Due to affiliates, total | 1,961,221 | 1,127,390 |
Due to PFHOF [Member] | ||
Schedule of Due to Affiliates [Line Items] | ||
Due to affiliates, total | $ 765,585 | $ 166,484 |
Related-Party Transactions (D_3
Related-Party Transactions (Details) - Schedule of Future Minimum Payments | Mar. 31, 2024 USD ($) |
Schedule of Future Minimum Payments [Abstract] | |
2024 (nine months) | $ 600,000 |
2025 | 600,000 |
2026 | 600,000 |
2027 | 600,000 |
2028 | 750,000 |
Thereafter | 6,000,000 |
Total Gross Principal Payments | $ 9,150,000 |
Concentrations (Details)
Concentrations (Details) - Customer Concentration Risk [Member] | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Customer One [Member] | Revenue Benchmark [Member] | ||
Concentrations [Line Items] | ||
Concentration risk percentage | 34% | 42.90% |
Customer One [Member] | Accounts Receivable [Member] | ||
Concentrations [Line Items] | ||
Concentration risk percentage | 24.30% | 83.50% |
Customer Two [Member] | Revenue Benchmark [Member] | ||
Concentrations [Line Items] | ||
Concentration risk percentage | 31.50% | 18.50% |
Customer Two [Member] | Accounts Receivable [Member] | ||
Concentrations [Line Items] | ||
Concentration risk percentage | 19.40% | |
Customer Three [Member] | Accounts Receivable [Member] | ||
Concentrations [Line Items] | ||
Concentration risk percentage | 13.60% | |
Customer Four [Member] | Accounts Receivable [Member] | ||
Concentrations [Line Items] | ||
Concentration risk percentage | 11.10% |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Line Items] | ||
Lease revenue | $ 641,577 | $ 94,540 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Operating Leases - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Operating leases: | ||
Right-of-use assets | $ 7,274,397 | $ 7,387,693 |
Lease liability | $ 3,321,009 | $ 3,440,630 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Other Information Related to Leases - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Other Information Related to Leases [Abstract] | ||
Operating lease cost | $ 124,429 | $ 128,143 |
Other information: | ||
Operating cash flows from operating leases | $ 76,608 | $ 78,508 |
Weighted-average remaining lease term – operating leases (in years) | 90 years 7 months 6 days | 91 years 2 months 12 days |
Weighted-average discount rate – operating leases | 10% | 10% |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Annual Minimum Lease Payments of our Operating Lease Liabilities | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Schedule of Annual Minimum Lease Payments of our Operating Lease Liabilities [Abstract] | |
2024 (nine months) | $ 229,820 |
2025 | 304,603 |
2026 | 301,400 |
2027 | 301,400 |
2028 | 328,600 |
Thereafter | 39,116,467 |
Total future minimum lease payments, undiscounted | 40,582,290 |
Less: imputed interest | (37,261,281) |
Present value of future minimum lease payments | $ 3,321,009 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of Property and Equipment - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Property and Equipment [Line Items] | ||
Property and equipment, gross | $ 80,558,858 | $ 79,219,467 |
Less: accumulated depreciation | (5,945,920) | (5,056,214) |
Property and equipment, net | 74,612,938 | 74,163,253 |
Land [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment, gross | 5,067,746 | 5,067,746 |
Land Improvements [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment, gross | 189,270 | 189,270 |
Building and Improvements [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment, gross | 72,515,037 | 71,160,127 |
Equipment [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,786,805 | $ 2,802,324 |
Leases (Details) - Schedule o_5
Leases (Details) - Schedule of Future Minimum Lease Revenue | Mar. 31, 2024 USD ($) |
Schedule of Future Minimum Lease Revenue [Abstract] | |
2024 (nine months) | $ 874,956 |
2025 | 1,174,695 |
2026 | 1,184,837 |
2027 | 1,170,697 |
2028 | 1,002,686 |
Thereafter | 4,216,921 |
Total | $ 9,624,792 |
Financing Liability (Details)
Financing Liability (Details) - USD ($) | 1 Months Ended | ||||||
Feb. 29, 2024 | Feb. 23, 2024 | Mar. 31, 2023 | Nov. 07, 2022 | Sep. 27, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | |
Financing Liability [Line Items] | |||||||
Sale-leaseback term | 99 years | ||||||
Initial base rent | $ 4,375,000 | $ 307,125 | |||||
Percentage of annual increases | 2% | ||||||
Discount rate | 10.25% | ||||||
Tenant allowance for benefit | $ 1,000,000 | $ 2,500,000 | |||||
Percentage of beneficial membership interest | 20% | ||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Financing liability | $ 60,675,230 | $ 65,867,451 | $ 62,982,552 | ||||
Remaining lease payments | 2,324,731,722 | ||||||
Remaining lease payments net of discount | 2,142,311,296 | $ 2,258,864,271 | |||||
Lease payments | $ 2,202,986,526 | ||||||
Series H Common Stock [Member] | |||||||
Financing Liability [Line Items] | |||||||
Purchase warrant (in Shares) | 890,313 | ||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.0001 |
Financing Liability (Details) -
Financing Liability (Details) - Schedule of Remaining Future Cash Payments Related to the Financing Liability - Financing Liability [Member] | Dec. 31, 2023 USD ($) |
Financing Liability (Details) - Schedule of Remaining Future Cash Payments Related to the Financing Liability [Line Items] | |
2024 (nine months) | $ 4,181,246 |
2025 | 6,179,956 |
2026 | 6,328,158 |
2027 | 6,479,940 |
2028 | 6,635,387 |
Thereafter | 2,294,927,035 |
Total Minimum Liability Payments | 2,324,731,722 |
Imputed Interest | (2,258,864,271) |
Total | $ 65,867,451 |
Disposition (Details)
Disposition (Details) - USD ($) | 3 Months Ended | ||
Jan. 11, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Disposition (Details) [Line Items] | |||
Purchase price of sale on business | $ 10,000,000 | ||
Amount of increments | $ 500,000 | ||
Loss on the sale of assets | $ (140,041) | ||
Sandlot HOFV Canton SC, LLC [Member] | |||
Disposition (Details) [Line Items] | |||
Percentage of limited liability company | 80% | ||
Purchase Agreement [Member] | |||
Disposition (Details) [Line Items] | |||
Prepaid expenses and other assets | $ 1,500,000 |
Disposition (Details) - Schedul
Disposition (Details) - Schedule of Loss on the Sale of the Sports Complex - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Loss on the Sale of the Sports Complex [Abstract] | ||
Purchase price | $ 10,000,000 | |
Working capital adjustment | (214,222) | |
Net purchase price | 9,785,778 | |
Less: transaction costs | (159,144) | |
Less: book value of net assets sold | (12,213,120) | |
Plus: investment retained | 2,446,445 | |
Loss on sale | $ (140,041) |
Subsequent Events (Details)
Subsequent Events (Details) | May 01, 2024 USD ($) |
Subsequent Event [Member] | |
Subsequent Events [Line Items] | |
Deferred base rent | $ 1,197,907 |