Good morning and welcome to the Hall of Fame Resort & Entertainment Company's Fourth Quarter 2023 Earnings Conference Call. This conference call is being recorded. [Operator Instructions] I will now turn the call over to Anne Graffice, Executive Vice President, Global Marketing and Public Affairs..

Thank you, and good morning. Welcome to our fourth quarter 2023 earnings conference call. Our latest press release, supplemental slides were posted last evening after market hours. These documents can be found on the Investor Relations section of our website at hofreco.com.

After my brief introduction, Michael Crawford, our President and CEO, will give an update on the company's strategy and outlook. John Van Buiten, our Vice President and Corporate Controller, will then provide analysis of the quarter's financial results and the company's fiscal 2024 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 each of 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 our press release. It's now my pleasure to turn the call over to Michael Crawford.

Mike?.

restructuring our balance sheet. I've talked about this in the past. As times were difficult through COVID and then the inflationary environment that we've all had to face supply chain issues we've had to face, we're coming through this. But what that forced us to do was finance all assets individually.

And my focus and our company's focus now is to take those particular individual asset financing instruments and see if we can realign those. Much of the debt we have in the company is very good long-term debt. Some of that is not. And so we've already engaged in extending some of the debt that was coming due this year.

We've taken advantage of extensions and we'll be extending those at least for another year. But the primary goal is to restructure the balance sheet to have more equity in the company and then also the debt restructuring to make it longer term and more user-friendly for an early-stage company.

We want to continue to focus on developing our phase 2 assets, Gameday Water Park and the Tapestry Hotel. So let me sort of put some rumors to rest here. Construction has not stopped on the Gameday water park. We've released images just as recent as last week and today showing a lot of progress on the inside of the water park, but it has slowed.

And why has it slowed? Because as we've always said, we will not overextend ourselves as we complete financial capital stack raise, we will continue to more aggressively pursue construction. We finished the foundation and the site work for the hotel. There is a lot of work progressing still.

The parking lot beside the water park is full of equipment that is getting ready to be installed into the water park, but our opening has been impacted by the slowing of our construction there.

And so now we're projecting a 2025 and I'm hopeful early 2025 opening of the water park because our goal is to finalize the capital stock for both the hotel and the water park in the next month or 2 months. And we've had a ton of support from our community, both at the city, the county and the state level. We have all of the instruments aligned.

The trick is everything has to close at the same time, and that's fairly complicated. And so while disappointing that I don't believe we'll have it open by the end of this year, a few months later, in '25, we hope to have this asset open and ready to roll and having a great experience for our guests. Speaking of experience.

Always our goal is to focus on creating unique experiences and content. And I think you're seeing that and you're seeing that in our results, right? You're seeing that in revenue. You're seeing that in attendance. You're seeing that in media views, social media views.

Every metric that we're using grew in 2023 and we expect to have those things grow in 2024 as well. Lastly, I'll say we're examining off-site asset development.

We have a plan to leverage access to the brand of the Pro Football Hall of Fame that we have and potentially create much smaller assets, restaurant bar, cafe-type restaurants that have programming, that have memorabilia, that have opportunities for our guests to engage with the teams in the cities that these types of locations would exist.

We've hired somebody who is an absolute pro at doing this. We have a plan, and we have a business plan. This is not something that we intend to invest in as a company. We're not there yet. But taking on partners or maybe spinning that off and having a separate opportunity is something that we're exploring. I said lastly, but I will say one other thing.

Partnerships are very important to us. So we're continuing to look at how we grow our partnership with the NFL. I was in New York 2 months ago, I had the opportunity to meet with the commissioner and his team. We then shortly after that, announced one of the largest flag football tournaments that the NFL host every single year.

we'll be moving to Canton, Ohio, and it will be this year, bringing literally thousands of guests to our campus for multiple days. The number of hotel rooms, the number of food, meals that have to be served, rides, special event areas, meeting space, these are the types of partnerships with the NFL that we want to continue to grow.

And I think as we continue to grow our capabilities and our ability to execute, it gives them confidence that we can do more and more with them. We've been working with them very closely on media with the NFL Films division. We've produced several pieces of content with them, Perfect 10 being a good example of that.

I think we're going to have an opportunity because the NFL flag event is nationally televised to really showcase yet again the campus and everything that we have to offer. These are very unique things that a lot of companies our size don't have the opportunity to do.

Our partnership with the Pro Football Hall of Fame, they announced a significant expansion and renovation over the next 3 years -- 3 to 5 years, I should say, almost $80 million worth of new expansion. I think it complements what we're doing very well. We are building new exciting experiences here. That is the jewel that we're building around.

And I think them becoming more modern, more engaging, more personalized. I know Jim Porter and his team are doing a really good job focusing on a plan there, and we're excited about how we can continue to build that partnership in a much more meaningful way.

And with that renovation, we hope new and exciting guests come stay longer and give an opportunity to showcase our campus as well.

The same weekend that we're hosting or the same week that we're hosting the NFL flag event, we're also hosting the American Corn Holding League Championships again, second year in a row, nationally totalized on ESPN, very busy week out here.

We are now seeing, as you saw Q4 last year, our plan and our strategy of flattening seasonality and pushing revenue through all 4 quarters come to life. But we will have incredibly busy weekends over the course of the summer. Set aside black college hall of fame kickoff classic.

All of those events, we are now adding more festivals, we're now adding more organically built festivals. Our team is excited to have those opportunities to continue to engage and grow our roster of events for our guests to enjoy. I'll just close by saying this.

I think we've shown that executing our strategy is delivering results, and in some cases, delivering them on a much more expedited calendar than what we originally expected it to be. And I hope that what people are seeing is that while I know there's a lot of traders out there, there's a lot of opportunity to convert those into investors.

This is a stock that I think is undervalued. I've said that before. I think the company has a great opportunity to grow. The fundamentals are there. We have the right focus and we have the right team.

So I'm very appreciative of everybody who takes the time to understand who we are and really values the experience, the content we create, the gaming environments, but I think this company will continue to grow this year in a very meaningful way just as it did last year. So an exciting '24 ahead of us.

I'll come back in just a few moments, but let me turn it over to John Van Buiten, our Principal Accounting Officer, and he will provide us the financial results for Q4 of last year..

Thanks, Mike, and good morning, everyone. Moving on to our financial results. Our fourth quarter total revenue was $6.1 million, which represents an increase of 101% from the same period last year. Revenue growth in the quarter was primarily driven by event and rental revenue at the Hall of Fame Village.

Fiscal year 2023 revenue as a whole was $24.1 million, which was an increase of 51% from the prior year. For the full year, revenue growth was primarily driven by increased event and rental revenue at the Hall of Fame Village as well as higher operating revenue at our DoubleTree Hotel.

The company's revenue mix continues to become more diversified as we have completed construction of our -- of many of our phase 2 assets and have realized revenue from our media and gaming verticals.

This change in revenue mix highlights the synergies and that have diverse revenue streams that we are creating within the company, from event revenue, tenanting and rentals, hotel and restaurant revenue, media and gaming. We expect that the revenue streams will continue to grow and broaden in future years as we reach stabilization.

Fourth quarter adjusted EBITDA was minus $1.9 million compared to minus $5.5 million in the same quarter last year. For the full year, adjusted EBITDA was minus $25.5 million compared to minus $26 million for 2022.

The company continued to invest in headcount and other resource needs as we've opened destination assets and developed our other business verticals. We expect to see operating leverage improve throughout the course of this fiscal year. The company posted a net loss of $20.2 million in the quarter.

Included in this net loss, the company recognized an $8.8 million impairment expense, of which $7.7 million was related to the anticipated sale of our Forever Lawn Sports Complex. Interest expense increased to $4.7 million, resulting from both higher debt balances as well as lower capitalized interest as assets are placed into service.

This was partially offset by $4.1 million in other income representing the gain on the outcome of the arbitration with Johnson Controls. Moving to the balance sheet. We finished the quarter with a cash and liquid investment balance of approximately $12 million, which was largely unchanged from the balance at the end of the third quarter.

The company's usage of cash was attributed to operating activities as well as construction expenditures, which totaled approximately $15 million during the fourth quarter. Our net debt balance increased to $219 million compared to $202 million at the end of the prior quarter.

The increase in notes payable during the quarter was primarily due to new drawdowns under our fan engagement zone senior loan, which was previously reassigned to CH Capital Lending as well as accruals of paid-in-kind interest.

Regarding upcoming debt maturities this year, we have already provided notice to IRG and its affiliate lenders to exercise the 1-year extension for the approximately $49 million in debt coming due at the end of this month.

As we have noted in prior quarters, we are working to restructure and optimize our overall capital structure in a way that provides the company the best opportunity to move efficiently towards continued stabilization of all facets of our stated business model.

Recent macro trends and credit conditions have resulted in significant tightening in the lending markets and higher borrowing costs.

We continue to work towards closing all of the necessary financing required for the remaining phase 2 construction, including multiple financing transactions related to our Gameday Bay Water Park and Onsite Tapestry Hotel.

To reiterate, we are in a very challenging and restrictive credit environment, but we are working diligently towards closing the remaining construction financing needed to fund these critical assets. Moving to our 2024 financial guidance.

We are expecting revenue to be in the range of $27 million to $30 million based on current water park construction time line. We are guiding to an adjusted EBITDA loss in the mid-teens millions range. As we have highlighted, the company in our Hall of Fame Village are in the very early growth stages.

Following the sale of 80% of our ownership of the Forever Long Sports Complex, we will not be recognizing future revenue or adjusted EBITDA from the asset due to accounting rules. The resulting income will instead be shown as income from our investment going forward.

The company is intensely focused on expense management and staying lean where possible, while at the same time balancing the need to invest in order to support our continued growth. We expect increased diversification of revenue and EBITDA across multiple streams, with each one driving synergies to support the ecosystem that we are working to build.

In closing, the company is mindful of the current economic environment and will remain intensely focused on driving profitability through diverse revenue streams and disciplined cost management while making strategic investments to support our continued growth.

Finally, as you've come to expect, we will continue to provide transparent and timely updates to our shareholders as we move ahead. Operator, we would now like to open the line for any questions..

[Operator Instructions] And our first question is from the line of David Marsh with Singular Research. Please proceed with your question..

Congrats on the quarter. Top line growth is really impressive..

Thank you..

First I wanted to ask about the arbitration outcome. I saw there was something running through the P&L there. Maybe you could just give us a little bit more detail around that? Seems as though you guys did get some -- perhaps got some cash inflow there. And I just wanted to make sure that, that is a binding and nonappealable outcome..

Yes. Let me -- I'm going to turn it over to John, but let me address the last part first. So I anticipated this question, but I wanted to have John go through it from a financial point of view. And in my closing remarks, I was planning on addressing this.

I know this was very hotly watched over the course of last year, and I don't blame everyone because this was a significant sponsorship for our company. We went through the process just as we committed that we would because we felt like what we had done was right, and that's what we do with all of our partners.

We treat them respectfully, we treat them according to our contracts; more importantly, we treat them as partners, and we want to be engaged with them the entire time. I think Johnson Controls didn't feel like that was the case. And so we went through the original process of trying to come to resolution with mediation; that didn't work.

So we went to binding arbitration. In binding arbitration, I think our team did a very good job laying out our case, so much so that the verdict came our way. And while the financial outcome that was provided to us from the arbitral panel was less than what we had hoped for, I think what it really suggested was we were right.

And as you're right, you have to stand up for yourself, whether you're a small company or a big company. And I think the -- we were appreciative of the panel's findings and then how that impacted us financially was not as great as what we wanted to, and John will talk about that in just a moment. But let me say this.

It eliminated a significant burden for the company in the hundreds of millions of dollars from an ongoing maintenance and upkeep point of view with Johnson Controls. That was a big win for us. And it also opened up categories now that we are actively pursuing for additional sponsored partners.

And I think that we've now cleared the way for that, there is no appeal process. There was, it was not followed. Both sides chose to honor the finding of the arbitral panel, so the proceeding is officially closed.

But I'm excited now about what our opportunities are in the context of new sponsor partners, and we're already getting partnership opportunities from this. And so I'll let John explain more of the financial outcome.

But I just wanted to make that very clear that some vindication around the verdict and also eliminating a significant burden that we had in that contract was a big, big win for us..

Yes. Thanks, Mike. As we noted in our earnings release and in my remarks this morning, we did have a gain on our P&L for the quarter of $4.1 million. That represents -- we did receive a $2.87 million award. However, all of that award goes to cover the fees and the cost of the arbitration.

So the gain primarily represents the fact that we were able to write off our liabilities that represented the amounts that we had accrued under the technology-as-a-service agreement, the amounts that we had accrued for the naming rights agreement and any deferred revenue that we had under the naming rights agreement, which was net of any amounts that we had on our books that were due from Johnson Controls under the naming rights agreement..

And just one other thing that is probably worth noting, if you may recall, if you read through the original filings, the claim was default from Johnson Controls towards us could have resulted in them receiving several millions of dollars worth of an award, that didn't happen. And so again, appreciative of the arbitral panel's view of this.

I thought our team did an excellent job representing this case. And in the end, we won and it frees up a lot of opportunity for us going forward and eliminates a lot of obligation..

That's very comprehensive and very helpful. I appreciate that. Next question I have is just around the USL, it looks like, unfortunately, you guys are going to be able to host any USL events this year with the merger of the 2 leagues. Just wondered what -- from -- just from -- unfortunately, we all have to build financial model.

So from a first quarter perspective, what was the impact of the USL or well, the old USFL in kind of first and second quarter last year? And how do you make up for that lost revenue this year?.

Yes. Thank you for the question. I mean it's an important question. But the good news is we had already anticipated that, and we have significant programming being built already in the first and second quarter of this year that will hopefully not only fill that gap, but also extend revenue growth.

Listen, we have a great relationship with Fox, Barrick Shank, Dan Carey, all high-quality guys that I consider friends. We have communicated with them the entire way. The merger offered them an opportunity to play in existing markets. I don't blame them for that.

Frankly, it's more cost efficient where the XFL and the USFL were already playing to play in those markets. You don't have to have as much travel, the expense is set up, et cetera. So they were incredibly supportive and appreciative of everything that we did in our relationship. And I'll just say this, we're still having conversations about the future.

I mean I would love to have a team here in Canton, Ohio. I would love to continue to have an opportunity to play and play off for a championship game or maybe a preseason game. So I wouldn't say that those things are on the table, but I also wouldn't say that they're off the table either, and we'll continue to have conversations with those guys.

And our relationship with Fox is very strong, and we're hopeful to announce some more things from a media point of view that involve Fox in the coming months..

Okay. So I appreciate that qualitative color, Michael.

But could you just kind of help us from a quantitative perspective a little bit, just help us understand what the impact on the top line was in '23 from those teams being present there in the village and what we're looking to replace here?.

I think it was between around $800,000 to $1 million, that's what it represented. And remember, that wasn't just to the village, those were hotel stays. It's again, that diversified revenue model that we talk about, catering events, food and beverage, concession, merchandise, tickets, those types of things.

That's quantitatively what we estimated it was..

And then just as we look forward in '24, you've talked about a lot of really exciting events that you guys have planned.

Maybe you could just talk about what the opportunity set looks like in terms of growing those events and maybe you could just provide a little bit more color on the success of some of the more recent events that you've had such as the comedian and some of the concerts and things of that nature..

Yes.

I mean, look, we've announced several large acts comedic festivals, music festivals, we are on sale already with most of those things, bringing in revenue earlier into the year through those ticket sales, which is, again, why we're trying to advance calendars and allow people the chance to buy earlier and plan their calendars accordingly, things like bringing a circus here and the Harris, Blitzer partnership, bringing in very large-scale sporting events that are on the docket already.

The NFL flag event, we anticipate having a significant financial impact for us and the community, frankly. Carrie Underwood is almost sold out. There's a lot of those large-scale events that we've announced. And then we are also focused on creating tentpole events ourselves. Winter Blitz is our annual winter event. It was larger this year.

In Q4, generated more revenue. We expect that to be a very large-scale event for us. But we're talking about month-long festivals and really creating packaging opportunities that drive greater revenue growth for the company using the existing assets we have in a much smarter and efficient way, allowing guests to have access to them.

So our roster of events is on our website. You can see that we continue to announce and add new things to those almost on a weekly basis to that roster. And I think that, that is going to really generate the attendance growth and the repeat visitation that I spoke about, which are 2 key metrics for destination-based assets like this..

Our next questions are from the line of Michael Diana with Maxim Group. Please proceed with your question..

Mike, you talked about increasing the length of stay, which I'm sure is a multipronged thing, and one of the events you just talked about. Could you maybe just talk a little more about the impact of technology on that and also to really benefit from that, obviously, your Tapestry Hotel.

Are you also considering other hotels? Because I assume the DoubleTree and the Tapestry at some point are going to all be full a lot?.

I believe that our current deal with Hilton considers a third hotel and that third hotel would come in phase 3. As we have the financial capability, we'll continue to implement phase 3. As I've said before, phase 3 is not going to be what we did in phase 2. We had to build a lot of assets at the same time to create a destination.

Phase 3, we can be more surgical and add things as we need to. And as the company has financial capabilities, we don't want to continue to leverage more and more debt. We want to leverage operating income and be very responsible about how we spend. But I do anticipate a third hotel in phase 3. Technology plays a part in almost everything we do.

And we're very focused on understanding guest behavior. So this placer AI technology that we use that shows point of arrival, movement of guests throughout the property allows us to really be more targeted in how we communicate and market to those guests when we're here.

We're not there yet, but that's the next evolution of this, knowing who's coming, when they're coming, where they're going is a very important part. Now implementing this campus-wide operating system that we're talking about allows us to get to guests prearrival.

And as they're booking as an example, if we have a 3,000-person event out at our sports complex, we can advance sell water park tickets, ride tickets, plaza, we can advance sell parking, which allows us to be more efficient in the guest arrival and departure experience.

And so length of stay, technology plays a very significant role there because as you do and I do, if I'm planning a vacation, the easier it is you make for me to choose more things, to get access to dining to see that I can go and engage in a water park or I can stay at one of your hotels, it automatically gives me an opportunity to stay longer.

And the longer I stay, obviously, the more fun I have and the more fun I have, the more opportunity there is for revenue growth. So it's a very strategic implementation.

We expect that to be -- to begin in the next month and to be completed before the end of the summer; in fact, I'm hoping by middle of summer, so that we can continue to grow that length of stay through that implementation..

And it sounds just based on everything you've said today, once the water parks out, Tapestry hotels out technologies, it sounds like 2025 is a year where you can really capitalize on the synergies.

Is that right?.

I think that's right.

But I will say that even now, we're showing, in some cases, manually, that by giving guests exposure, by giving them advanced notification of all the things that we're doing, it gives them a chance and us a chance, we do a document that many companies do know before you go, right? It gives them a chance to link to reservations for dining or link to hotel reservations or playing in top golf or riding rides, whatever the case may be, we don't want to wait for the hotel.

We want to start training that muscle to create that synergy and that integrated model of revenue growth today. And guests want that. They want the ease and efficiency of booking these different experiences. It's why you come to a destination like this.

The number of guests I interact with that say, it's incredible now, I can get a Starbucks, my kids can go on a ride. I can go have a nice dinner, I can play games, and I can do things other than just coming for a soccer tournament. I don't have to leave.

I can stay here and have an all-encompassing experience, that's really gratifying because that was our goal always, and we're starting to see that come to life.

Adding a water park, adding an on-site hotel, it's just going to enhance that, and it's going to give them more to do and more reasons to -- for new visitors to come to engage at that entry point with the water park experience and then go the other way and have dining and hotels and et cetera.

So very strategic, what we're trying to accomplish, and I think we're already seeing some of the benefits of that today..

At this time, I'd like to turn the call back over to Michael Crawford for closing remarks..

make sure we're creating the best experiences for our guests, ever. If you create great content, if you create great experiences for them to have fun in one-of-a-kind entertainment, people will come back and people enjoy what we do. Our team is doing that today.

I think we have to stay focused on making sure that financially, the structure of our company is right for long-term success. And we've done that, and we will continue to do that. We've done that through very difficult times.

And we're hopeful that as time start to ease over the course of this year and into next year, we will have the chance to restructure some of our debt and also attract new investors into our company because they're going to start to see the growth and the opportunity for this company long term.

And then lastly, I would just say that our synergistic model is unique to our company.

The more we can build great media and have events around that media here, the more we have events like NFL flag or corn hole or state high school football championships or black college football, hall of fame kickoff classic, you can't -- I mean that the amount of marketing that, that provides for our destination and our company is astronomical.

The value of that, the earned media value of that is not replaceable. And so I think that separates us from many other destinations like us that are starting to grow. And that all comes from access to unique IP and our ability to leverage that IP in our experiences and in our storytelling and in our gaming environments.

So we'll continue to focus on how do we expand those. We'll continue to manage the cost as we do, matching revenue with costs and this company is narrowing the gap. And I'm really, as I said before, proud of the team. And I think everybody else who has stuck by us continues to understand the vision here. And hopefully, it's seeing it come to life.

We always say we do what we say we're going to do. And I believe that, and we continue to do that. There's not been a false promise we've made that hasn't come to fruition.

Timing-wise, sometimes, just like every other company, you see big projects being delayed, you see others being canceled, we haven't gotten to that point because of the support we have in our community at the state level, the county and the city level and through several other community leaders that are incredible and support us on an ongoing basis.

So we're very appreciative of that. And we look forward to a great 2024. Even though we've had some delays, I think 2024 is going to be an exceptional year for us. As I said, I think attendance growth will be there. I think like the stay will be there, repeat visitation will be there. And I think overall spend per caps will grow as well.

And that's our goal. So I just want to thank everybody and wish everybody a great day..

This will conclude today's conference. You may disconnect your lines at this time. Thank you for your participation, and have a wonderful day..