Good morning and welcome to the Hall of Fame Resort and Entertainment Company’s third quarter 2021 earnings conference call. This conference call is being recorded and all participants are in a listen-only mode. We will open the conference up for questions and answers following the prepared remarks.

I will now turn the conference over to Anne Graffice, Executive Vice President of Public Affairs. .

Good morning and thank you for joining us for our third quarter 2021 earnings conference call. Our latest press release, supplemental slides and 10-Q were posted yesterday evening after market hours. These documents can be found in the Investor Relations section of our website at hofreco.com.

After this brief introduction, Michael Crawford, our President and CEO will give an overview of the quarter’s results and an update on our fiscal year priorities. Jason Crom, our CFO will then provide analysis of the quarter’s financial results, an update on our fiscal 2021 and fiscal 2022 financial outlook.

During today’s call, we will make forward-looking statements that reflect the company’s current expectations about future plans and performance. These statements rely on assumptions and estimates, and actual results may differ materially due to risks and uncertainties.

I encourage you to read the full disclosure concerning forward-looking statements in the earnings press release. Additionally, please note the company uses non-GAAP results to evaluate performance internally, as detailed in the press release. We have posted a supplementary slide deck summarizing the quarterly results.

These slides can be accessed on our website and will be archived there, along with a replay of this call. If you have any additional questions after today’s call, please contact me directly. It is now my pleasure to turn the call over to Michael Crawford..

number one, it adds additional amenities, ticket sales amenities, concession amenities, coach and athlete amenities that allow us to expand the offering there and really engage in a world-class way with those coming. That also drives revenue for us. The second way that of course we’re excited about is the opportunity to expand capacity.

We have had significant demand, and in fact demand that we’ve had to share with surrounding area fields and facilities, which is not a bad thing, but that we haven’t been able to capture onsite.

Adding additional fields allows us already, and we’re booking bigger events next year, more people on campus, more people staying in our hotels, more people eating in our restaurants and having fun in our entertainment venues, significant uplift in revenue opportunity there as well. I talked about Tom Benson Hall of Fame Stadium.

From an events point of view, we’re hosting the Ohio State football championships. We have the division 3 college football championship we’re hosting there. You would have seen the announcement of ASM Global - this is a very important step for us.

ASM is one of the best event booking companies from my perspective in the United States, and so we have a big event agenda for ’22 and beyond, and we’re excited to get them going and they are already going for us to really get those events, festivals, concerts, other things lined up. Moving on to media, media has had a lot of progress in Q3.

Some of the existing projects that I’ve already spoken about, our NFL Alumni Academy is in production with Whistle Studios. We’re looking forward to both short form and long form content being distributed. We’ve had several players called up.

These are real life stories that I think our fans are going to be excited to watch, and we couldn’t be more pleased with the progress that the Alumni Academy has allowed for onsite engagement, hotel stays, studio and media events. That is well under production.

Inspired was another project that we spoke briefly about before, about NFL athletes doing great things in their community, and again will be in production later this year with the goal of finalizing and distributing to be on air in 2022.

I think this really encapsulates the kinds of projects from a media perspective, that we want to do heartfelt stories that inspire others to do great things, leveraging our access to intellectual property and athletes that other companies don’t have access to, and so a project that we’re looking forward to in ’22 coming forward, inspiring people, and also again driving that revenue and potential synergy with our other business units.

I’ve talked to the Perfect 10 project in the past. I was fortunate enough to be a part of watching the production of this happening over the last couple of months.

We look to end production towards the end of this year and develop this documentary for distribution in ’22, so a lot of exciting things in ’22 from a media perspective, along with NFTs, the non-fungible tokens. We believe that this medium will continue to grow. We were early to the party. We have had success there. Athletes continue to sign with us.

We haven’t announced new athletes. We have sort of reframed our strategy in terms of distribution - we talked about that in Q3. We’ve sold several thousands of these now.

The ability to drive unique type of product through the digital space, the digital collectible space is something that, as a company, we feel very strongly about and giving access to our fans and our guests to that product is something that we think will continue to not only drive revenue for us as a company but synergy in terms of marketing and positioning other product.

As an example of that, the Perfect 10, the 10 gentlemen that won a Heisman Trophy and also have been inducted into the Pro Football Hall of Fame, we’ve put out several NFTs that have highlighted great moments in their careers, and these are the best to have ever played and a very unique club.

We’re excited about adding more talent and more content to that as well. The other thing we were successful in doing in the NFT space is really helping launch our Hall of Fantasy league in our gaming space with an original NFT for that game, the league as it started, so more revenue from that perspective but more marketing for the league itself.

Moving into gaming, I think you would have seen the Hall of Fantasy league has launched - you know, two mobile apps, certainly our website, our relationship with StakeKings, our online merchandise store, all very active, and probably as important, the business thesis of a community-based fantasy league that had franchises that were being run by professional fantasy football players, ex-professional football players themselves, a Hall of Fame commissioner, and so the ecosystem that we’ve created there, I’m very proud of, and the social dynamic and interaction between the fans and the front offices on our Discord just continue to escalate.

The other thing that we’ve done is allowed for what we call side action - you know, weekly gaming that allows our stakers to participant and win cash in predicting outcomes of certain aspects of the games. So again, activating that was really important. From a media perspective, we do a weekly show on Twitch, hosted by Jeff Eisenband.

We have lots of guests that come on there and talk about the fantasy space, talk about the league, and again I referenced that NFT opportunity there as well. I wouldn’t be surprised if we’ll continue to look for opportunities from an NFT perspective in our league.

It again showcases all the different ways that we can synergize and drive revenue, and you can imagine, at least from my perspective, this is a league where we have teams playing each other virtually on a weekly basis, and we all know that the prop betting or the micro betting when teams play each other, it allows for potential betting to occur, so that’s another area of opportunity that we’ll be focusing on as it relates to our league next year.

Sports betting, I’ve already spoken about that, but there is potential for e-gaming from a betting perspective as well, and we’re waiting to see how the legislation in Ohio evolves.

It’s traditional sports betting, of course, but sports betting as e-gaming really takes off is something that could be interesting for us as a new way to engage those fans that are there watching the e-gaming tournaments or virtually engaging with those tournaments and placing bets on their favorite athletes or teams.

Lastly, partnerships and sponsorships. Hopefully you would have also seen that we’ve continued to drive new partnerships.

It’s great to see big brands that really want to be and are excited to be associated with our company, brands like Comsco , brands like Hilscher-Clarke, Hendrickson , a deal that I talked about earlier with ASM that will really power our booking engine for new events.

These are all the types of partnerships as a company that will enable us to grow much more quickly, enable us to grow revenue, events, and significant contribution to construction as well over time.

Again, I think from my seat, Q3 was a very successful integration, demonstration of synergy and standing up all the verticals, delivering upon what we committed to do this year in terms of the objectives that we laid out.

Let me now turn it over to Jason Crom, and Jason can take us through our financial results and then I’ll come back and have some closing statements, and then take Q&A from there.

Jason?.

Great, thanks Mike, and good morning everyone. As Anne mentioned earlier, we filed our third quarter fiscal 2021 Form 10-Q post market yesterday. That document can be found on the SEC website as well as our Investor Relations site.

Third quarter total revenue was $3.5 million, which represents an increase of 108% from the prior year and 47% sequentially from the second quarter.

Revenue growth was primarily driven by the Doubletree Hotel with event revenue at the Hall of Fame Village sports complex and Tom Benson Hall of Fame Stadium also positively and synergistically contributing to our results. Sponsorship revenue was in line with the prior year and continues to be largely derived from our long term contracts.

Third quarter adjusted EBITDA was minus $7.3 million, driven by property operating and hotel operating expenses as we continue to invest across all three of our business verticals. We remain diligent in balancing operating expenses with driving growth. Net income was a positive $8.1 million, driven by the accounting treatment of warrant liabilities.

Due to the SEC statement from the second quarter of 2021, we’ll show decreased liabilities and expense if the company’s stock price declines.

While the line items on the financial statements will vary based on the company’s stock price, it does not impact our cash flow from operations, cash and cash equivalents, or liquidity for all prior and future periods. Now let’s move over to the balance sheet.

We finished the quarter with a cash balance of about $28 million compared to about $74 million at the end of the second quarter. Both of these values are inclusive of our restricted cash balances. That $46 million decrease in our cash balance was primarily driven by three items.

First, operating activities accounted for about $10 million; second, construction spending on campus during third quarter represented about $15 million; and third, we also had the repayment of about $20 million, or half the balance of the Aquarian loan.

Our net debt balance at Q3 was $84 million, as represented in notes payable, compared to $104 million at the end of the second quarter. The driver of that reduction is the change in the Aquarian loan. I would also like to give a bit more detail on the construction financing.

As Mike stated during his earlier remarks, we announced the Erie bank term sheet for the Constellation Center for Excellence. This financing unlocks other public and private financing options available to us that are dependent on a senior loan.

We expect to finalize the loan within the next few weeks, and with that expect to recover some of the equity that we used during the construction of the building. We continue to strategically align construction spend with our achievement of financing.

This is especially important given the global supply chain constraints, construction completion timelines, and volatility within the commodity markets. The expected phase 2 total construction spend has not materially changed, and we’re working to make sure we have the right financing with the ideal structure for our company and our shareholders.

We continue to have frequent conversations with multiple lenders to round out the rest of the phase 2 capital stack. This is best equated to a jigsaw puzzle, and while we continue to make progress, we are not yet completed.

Our team is committed to obtaining the best overall financing options for the company and our shareholders over the near, medium and long term. As a relatively younger high growth company, we do not want to be encumbered with high cost loans that limit our ability to invest for future growth.

Along those lines, as Mike mentioned earlier, we filed an ATM, or at-the-market offering on October 1 for up to $50 million as an opportunistic option that many companies that use. We have tested the waters on this in October, and as we disclosed in our 10-Q, we’ve so far raised about half a million dollars.

We’ll continue to provide updates as financing gets finalized. While there’s only a month and a half remaining in this fiscal year, we wanted to provide more detailed guidance for 2021 and an outlook for fiscal 2022.

In terms of the overall fiscal 2021 financials, we anticipate revenue to be in millions in the low teens and an adjusted EBITDA in the minus mid $20 millions. We expect similar capital expenditures in the fourth quarter to what we saw in the third quarter.

Based on our budget process for next year, current revenue expectations for 2022 are in the mid $30 million range with adjusted EBITDA expected to be in the negative mid-teens again in millions.

This accounts for continued investment across all of our verticals as we add capabilities and expect to open some of our phase 2 assets here on campus around the middle of 2022.

I want to continue to reiterate that our longer term goalposts have not moved and by the time construction on phase 2 is fully complete and operational, we continue to target $150 million of annual run rate revenue and approximately 50 - and that’s five-zero - million of annual run rate adjusted EBITDA across our key pillars.

Those key pillars again are destination-based assets, our media platforms and our gaming vertical. The revenue and EBITDA generation is expected to be diversified across multiple streams with each one driving synergies to support the ecosystem that we’re building.

As Mike alluded to earlier, we’ll drive the traffic and attendance needed to capitalize on and achieve these financial targets. Additionally, we view e-gaming and sports betting as potential upside to our targets and guidance for 2022, and at the very least risk mitigation to any unexpected headwinds we might face into.

The team continues to execute on the financial priorities that have been communicated. We also remain committed to maintaining a balance sheet providing financial flexibility throughout the growth phase to deliver long term value to all of our shareholders. With that, let me turn it back to Mike, who will provide some closing comments..

Thank you Jason, well done. I guess I would end with this - there are a lot of headwinds, a lot of companies are facing them. COVID is still very uncertain and present. It impacted us this year in a fairly significant way. Supply chain, cost of goods, all are real obstacles that we’re going to face.

There is political risk that we’re going to face, and yet if you look at the accomplishments in Q3 and what I see coming in Q4 and beyond, you have a team that has a mentality of we will overcome these, and we have. We have overcome supply chain constraints and costs associated with that.

We have overcome the ability to host big events due to COVID, sometimes having to be very much more cautious, but overall we continue to have events and grow revenue, as you’ve seen in our updates. Our goals of low cost debt, enhancing our cap stack are very important.

We want to make sure that we’re taking full advantage of public and private financing.

I think you’ll see that in the coming months, this concept of just-in-time financing without interrupting construction, very important for us, and taking the pragmatic approach I referenced in terms of when to take in cash and how to take in cash to ensure that our growth is continuing, not only from a construction point of view, which is amazing if you’re on campus in Canton - almost every single aspect of the campus is under construction, but also creating new media, new gaming, and the content that will flow through all of those, which will allow us to continue to grow our businesses across all three verticals.

We have an incredible team. We have a great board that is focused on success. The experiences we’ve launched already are really exciting. For those of you who are in our fantasy league, you’ve got five teams that are six and three going into week 10, and we’re looking forward to how this season ends and building upon that.

We always talk about building a dynasty - we’re adding talent that will make a difference for us today and in the future, and as we talk about investment, we’re talking about cost as well. Cost is investment for us. Loss is investment for us.

It’s not loss from operations, it’s investment, and so the first downs that we make leading to touchdowns are all predicated upon great human resources, and I do believe that we’ve added a lot of talent. We’re adding more.

We’ve had some significant hires in our media division, allowing us to create new content and do new business development deals that we’ll start to be able to reference in the months to come.

We’re just as much on the near term as we are on the long term, and I think you’ll start to see this through the announcements that we make, the partnerships that we build, and the revenue growth that we’ll be able to demonstrate. I’ll close by saying thank you to all of our shareholders, our investors, our board, and especially our team.

None of this would be possible without all of you. Thank you for that belief, and hopefully, as I said many months ago, our commitment is to do what we say we’re going to do, and I think we’ve done that. I’ll stop there and turn it back over to Anne to open it up for questions. .

Our first question comes from the line of Jack Vander Aarde with Maxim Group. Please proceed with your question..

Great, good morning guys. Thanks for taking my questions. Appreciate the quarterly update. Michael, I want to explore the gaming front comments you made in your prepared remarks. It’s good to hear you’re actively searching to on-board an industry leader to kind of spearhead that division.

A recent topic that’s been receiving a lot of buzz in the news lately has been the topic of the metaverse, and just tying in how the metaverse and gaming NFTs are also kind of being intertwined. It’s very early on, but it just seems like a unique opportunity for Hall of Fame with the assets that you guys own and the NFTs and the players.

Is there any--do you have any initial thoughts on maybe how Hall of Fame could be involved in this space?.

Yes, you know, from a gaming point of view, this concept of virtual environments, personal experiences, augmented reality are all things that we have had many discussions with partners that are in the space.

It’s interesting - as you can imagine, our Hall of Famers are also being asked about how they could help support creating these types of environments for fans and guests to access, right? I do think that we are aware of what they represent. It’s early days, in some cases it makes sense for us, like NFTs, to be a first mover.

I think there’s ways for us, Jack, to align experiences with the intellectual property and our Hall of Famers and others that are engaged with the sport of professional football to create those environments that become more real time and personalized for our fans to enjoy.

There’s several platforms out there that I’ve had discussions with and that have been brought to our attention that are trying to crack the code on how to do those very things. It’s a very circular answer I’m giving you, I understand.

It’s early days, but I do think there’s ways for us to connect what we do and how we do it with that type of metaverse experience..

Okay, great. I appreciate the color there. I was just curious, it’s such a polarizing topic. Then maybe another question on the Hall of Fantasy league.

Can you just speak again and kind of provide some more detail on the side activities, or some of these side--new features that you’ve added to the league, that you mentioned in your prepared remarks, and then also talk about the feedback you’re hearing, maybe from some of the actual players, the participants in the league now that we’re halfway through the season, and how you’re incorporating that feedback to maybe improve or make the league better for next year..

Well, I think the--you know, the feedback has been very positive. Those that are engaged have a high level of appreciation around the community involvement, the ability to talk to and learn from Terrell Davis and the managing front offices on how to think about fantasy.

Remember, this was based on a concept, sort of a whitespace that was franchises versus individuals picking their teams, and so we find that there are players that are playing because they want to root for a team, be a part of a community, and learn from those professional fantasy players, but it’s also helping them in their own individual leagues.

Could we incorporate some of that kind of concept in the future? Sure.

I think what we’re going to take away from this season is a lot of input, a lot of lessons learned, and just like any good new movie or new film or television show, you learn and then you grow and the characters kind of evolve in season 2, and that’s what we’ve done with our NFL Alumni Academy as well, the lessons learned from year one, we’ve really implemented in year 2, and it’s yielding results for us.

I think the same thing here. The business model is very different. Allowing guests to stake or back teams versus create their own leagues is something that we’re considering and how that works in the future. I think sports betting, as I said, comes into play here as another economic driver for the league.

I think the biggest thing is awareness and continuing to build awareness, marketing, having the right profile of individuals associated with the league is very important, and for us as a company, learning the spaces that these types of gamers really want to be, or these fantasy players really want to be involved with, but net-net the engagement from the fans that are participating in the league has been incredibly high and I think they’ve appreciated this new experience that we’ve created..

Excellent, great to hear. Maybe just one more housekeeping question for Jason Crom. Can you just please repeat your comments on the 2021 and 2022 guidance parameters? I didn’t quite catch that all the way..

Yes, no problem, Jack. As you think about 2021, what we’re currently projecting now is revenue in the low teens in terms of millions, and adjusted EBITDA in the minus mid $20 million range. Then for 2022, we’re currently targeting revenue in the mid $30 million range and adjusted EBITDA in the negative mid teen range..

Got it, okay. Appreciate the update, guys. I’ll hop back in the queue. Thank you..

Thanks Jack..

We have reached the end of this portion of the Q&A session. I’ll now turn the call back over to Anne for any additional questions..

Thank you. We have had a couple of questions come in, and so I will recite them as they’ve come in. All eyes are on Ohio currently, obviously. Mike, you touched on sports betting legislation.

Are you able to share additionally timing of the opportunity for Hall of Fame Resort & Entertainment Company, and how big that opportunity could potentially be for the company?.

Well you know, it’s hard to predict. We stay closely connected to it. I know that the legislator want to have the right bill for Ohio passed into law, and we respect that. Our job is to just stay closely connected to that through legislators, lobbyists, and our consultants.

We’ve learned a lot over these past couple of months around the type of business that we want to be engaged with as it relates to sports betting.

The first thing that I said earlier is an onsite experience that our guests and fans can visit and engage with is going to be really important to round out the destination, and so we’re very focused on that.

The second is the gaming revenue and the industry itself has turned largely mobile, and so having the ability to take our brand and extend it with a partner into a mobile environment which will create a much greater reach for us beyond just the asset on campus has become just as important, if not more important for us, and so what we’ve tried to do is develop a strategy that leverages both.

The quantum of that is significant for us as a company, and we would look to try to have long term partnerships that would really help us grow the base of sports bettors that engage in our ecosystem, either onsite or through our mobile connectivity, which would allow for the profitability to grow year-over-year.

There are many, many companies in this space. We have continued to engage with a lot of those companies to understand their goals. The best partnerships are ones that drive benefit for both. Again, access to celebrity in terms of professional football players that are the highest recognized in the field is something that’s really unique for us.

The brands of the Hall of Fame Village, the Pro Football Hall of Fame, other things, very unique for us to be able to leverage as well. I would just say this - you know, we will continue to look to partner with quality operators, sports betting operators, but also drive maximum value to the bottom line for us as a company and for our shareholders.

I would estimate this in the millions over years that drives significant uplift to us as a company, and as Jason said, it does one of two things. These are not in our working numbers - sport betting was not. This is us being nimble as a company, taking advantage of a trend and opportunity and being smart about how we do it.

It either protects us in a significant downside scenario where we’re impacted by supply chain or timing of materials or cost of materials, which we’re continuing to offset, or it provides uplift for us, so time will tell as we go by.

NFTs were another one of those strategies, sports betting, those are the kinds of things that as a company, we’re focused on in terms of driving value, and we’re staying connected in this environment to ensure the timeliness of what we do versus the law that gets passed is important. We want to be there and be prepared and ready to go, so.

We’ll wait and see how t his bill progresses - I’m optimistic, but it’s got to be passed into law before we really have an opportunity to leverage and take advantage of it..

Great. The next question is obviously you’ve touched on lender conversations and how that’s progressed related to the project.

Are you able to comment on lenders’ confidence levels? Is it changing related to destination-based assets and how lenders are willing to fund?.

Yes, I’ll take that on briefly and then I’ll ask Jason to provide an update on this, because he’s done an incredible job at getting lenders to the table, executing term sheets, etc. in both public and private financing as well.

I would say that we have seen a more positive uptick in momentum for lending to companies like ours, that create virtual environments but also physical destinations over the course of this year.

It’s still very difficult - COVID still looms heavily in the mind of lenders, and yet I think there’s a lot of money out there to be lent, to directly quote one of the lenders that I’ve been speaking to, or that we’ve spoken to. Erie coming in was a great first step for us as a commercial lender.

Of course, we’ve had in Aquarian in for a year, and that helps stabilize and helped allow us to start building. As with anything else, you have proof of concept now. You have assets that have been built and opened, you have assets that are now generating revenue through sales. You have assets that are coming out the ground.

When lenders come into an environment where they see the significant amount of construction progress going on across all aspects of our destination in Canton, it’s much more exciting for them and becomes easier for them to understand the model that we put forward, the revenue model, the synergy model between our business units.

Being able to watch the NFL Alumni Academy on the field while we’re having discussions, talking about a docuseries, watching Whistle Studios film them is very impactful, so I’m optimistic that that’s all leading us in a near term to additional financing, smart financing, lower cost financing that will help round out our cap stack that is the set-up for additional financing that comes into play from a public and private sourcing perspective.

Jason, you want to add to that?.

Sure, thanks Mike. I totally agree with what you said. The only things I’d really reinforce is as we have these conversations with lenders, it really does help to bring them on campus, let them really see and experience what this is and what it can be. That just helps with those conversations.

They’re not renderings anymore, there’s real tangible things happening here on campus. Then I’d reinforce probably two terms we talked about in our earlier remarks, first of which is it is a bit of a jigsaw puzzle and it’s all coming together.

There’s multiple pieces of the capital stack that we’re working on at any one particular time across public, across private, and we want to make sure we’ve got that ideal capital stack for phase 2 for the company and for our shareholders.

Then I think Mike has the perfectly coined term for this in terms of just-in-time lending, so not wanting to get out too far in front from when we need the funds. We definitely keep the roster going, the communications going in terms of lenders and how everything is coming together..

Yes, and the only other thing I would say is I’ve been really proud of the fact that Jason and his team, our outside consultant at BGL, others have really stayed focused on this, and while it sounds complicated, it’s not.

We have the ability to identify, we know the assets, we know the costs, we’ve managed those costs accordingly to make them as affordable as they can be in a very difficult environment.

We’re demonstrating revenue growth quarter over quarter, we’re showing how assets are being built, media is being created, gaming environments are being created, and so the hope and the belief is that that’s really inspiring lenders, especially lenders that are focused on the growth of our community.

The support in the community and the city and the county and the state, from our mayor, our county commissioner, state senators, others has been just overwhelming. That’s a very positive sign for us in terms of lending. The other thing that I’d just reference, the work that we continue to do to position this company for success.

Taking long term debt down or near term debt down by almost half over the course of an 18-month period of time was not insignificant, and I think our shareholders and investors should really take great comfort in the fact that you have a management team that had the ability to do that and is focused on the right profile in the capital stack to ensure our success..

Thank you Mike, and with that, there are no other questions in the queue. If there are any additional questions after today’s call, please, as I shared earlier, reach out to me directly and we will be back with you happily. We also share again, on behalf of the company, our most sincere gratitude to all those who have served our great nation.

We want to thank you all for your continued interest in and support of Hall of Fame Resort & Entertainment Company, and I hope you all have a great day. Thank you..

Happy Veterans Day. Thank you..

This concludes today’s conference, and you may disconnect your line at this time. Thank you for your participation..