Executive Summary / Key Takeaways

• Strategic Transformation Underway: Hall of Fame Resort & Entertainment Company (HOFV) is an early-stage, unique sports-themed entertainment destination company undergoing a critical transformation, including a definitive agreement to go private at $0.90 per share, aimed at simplifying its complex capital structure and fostering long-term stability.
• Unique IP and Synergistic Model: HOFV leverages its exclusive partnership with the Pro Football Hall of Fame, operating three synergistic verticals: destination-based assets (Hall of Fame Village), media, and gaming. This unique brand association and integrated approach are designed to drive cross-venue engagement and diversified revenue streams.
• Operational Efficiencies Driving Profitability: Despite fluctuating revenues, HOFV has demonstrated significant improvements in operational efficiency and expense management, narrowing its adjusted EBITDA loss from -$10.9 million in Q1 2023 to -$2.9 million in Q1 2024, and further to -$4.2 million in Q2 2024.
• Development Delays and Liquidity Challenges: The completion of key Phase 2 assets, the Gameday Bay Waterpark and the on-site Tapestry Hotel, has been delayed to mid-to-late 2025 due to complex financing in a restrictive credit environment. The company faces substantial doubt about its ability to continue as a going concern, with an accumulated deficit of $301.1 million and $126 million in debt due by June 30, 2026.
• Revised 2024 Outlook: Management has revised its FY 2024 revenue guidance to $20 million to $22 million, down from earlier projections, while reiterating an adjusted EBITDA loss in the mid-teen millions range, reflecting the impact of event mix and asset development delays.

The Vision of Canton's Football Mecca

Hall of Fame Resort & Entertainment Company (HOFV) is carving out a unique niche in the entertainment landscape, positioning itself as a premier destination centered around the revered legacy of professional football. Headquartered in Canton, Ohio, the company operates a multi-faceted business model across three synergistic verticals: destination-based assets, media, and gaming. This integrated approach aims to create an immersive "eat, play, stay" experience, leveraging its exclusive partnership with the Pro Football Hall of Fame (PFHOF) to attract a dedicated audience of sports enthusiasts.

HOFV's competitive landscape is diverse, ranging from global entertainment giants like The Walt Disney Company (DIS) to regional amusement park operators such as Six Flags Entertainment Corporation (SIX) and Cedar Fair (FUN). While Disney commands unparalleled scale and diversified media ecosystems, and Six Flags and Cedar Fair offer broader amusement options, HOFV differentiates itself through its deep thematic focus on sports heritage. This specialization allows HOFV to cultivate a unique value proposition, fostering authenticity and strong community ties that larger, more generalized competitors cannot easily replicate. The company's unique intellectual property (IP) related to the Pro Football Hall of Fame provides a distinct brand association, enhancing its pricing power for events and merchandise and potentially leading to stronger customer loyalty and recurring revenue from repeat visitors.

A key differentiator for HOFV lies in its strategic use of operational technology. The company employs AI geo-tracking data to monitor visitor attendance, arrival/departure patterns, and movement across its campus. This data-driven approach is not merely a reporting tool; it's a strategic asset that enables smarter, more targeted marketing on-site and helps optimize staffing models and expense management. For instance, this technology helped HOFV exceed its 2024 attendance targets in 2023, welcoming over 3.1 million visitors. Furthermore, HOFV is implementing a new campus-wide operating system designed to streamline guest experiences, facilitate preselling of packages, and enhance bundling opportunities. This system, expected to be fully operational by mid-summer 2024, is intended to increase guest satisfaction and drive greater revenue by making it easier for visitors to access and combine various offerings, from hotel stays and dining to rides and gaming. These technological integrations are crucial for converting growing attendance into higher "spend per caps" and increased length of stay, thereby strengthening HOFV's competitive moat and supporting its synergistic business model.

A Foundation Forged in Football: Historical Context and Strategic Evolution

HOFV's journey began on July 1, 2020, through a business combination that established it as a resort and entertainment entity. Its initial strategy focused on developing the Hall of Fame Village, a multi-use sports and entertainment destination in Canton, Ohio. Early operational milestones included the management of the DoubleTree by Hilton in downtown Canton and the Don Shula's American Kitchen restaurant, both contributing to the burgeoning destination. The company's Phase I assets, including the Tom Benson Hall of Fame Stadium and ForeverLawn Park, became operational, hosting a growing number of events.

A pivotal strategic move occurred in January 2024, when HOFV partnered with Josh David Blitzer, who acquired an 80% ownership stake in the Sports Complex's P&L. This divestiture was strategic, aiming to bring world-class sports programming expertise to the village and drive new visitation. The company also successfully resolved an arbitration with Johnson Controls (JCI) in late 2023. While the financial award was less than anticipated, the resolution eliminated a significant ongoing operational burden and opened new categories for sponsorship, a testament to HOFV's commitment to its contractual rights.

The media vertical has seen significant growth, with management reporting a 50% increase in projects in the pipeline from Q2 2023 to Q2 2024. Shows like The Perfect Ten (a highly successful documentary for Fox), The GOAT Code, and Hometown Heroes are being produced and distributed across national platforms, including Amazon (AMZN), Brink's Television, and Reach Television. This content strategy not only generates direct revenue through sales and sponsorships but also serves as a powerful marketing tool, with over 70 hours of nationally televised event coverage in Q2 2024 alone. In gaming, HOFV secured mobile and retail sports betting licenses in Ohio, partnering with Instabet, Inc. (betr) for mobile operations. HOFV holds an ownership stake in betr, which was valued at $375 million in Q4 2023, with management anticipating growing value from this investment. The company also hosts various gaming events, including the "largest fantasy football expo in the country," further diversifying its offerings.

HOFV's sponsorship strategy has evolved from a rush to secure early deals to a more patient, strategic approach. By delaying certain categories, the company aimed to increase the value proposition for sponsors as new assets opened and attendance grew. This strategy has proven effective, with 24 new sponsors signed in 2023, including significant partners like Diageo (DEO), Coke (KO), Jim Beam, and the Ohio Lottery. These partnerships not only enhance guest offerings but also drive long-term revenue.

Financial Performance: A Path Towards Operational Efficiency

HOFV's financial performance reflects its early-stage growth and the challenges of developing a large-scale entertainment destination. As of June 30, 2025, the company reported an accumulated deficit of $301.1 million, indicating sustained losses since inception.

Recent revenue trends show a mixed picture. For the three months ended June 30, 2025, total revenues decreased to $4.34 million from $4.70 million in the prior year. Similarly, for the six months ended June 30, 2025, total revenues were $7.29 million, down from $8.89 million in the same period of 2024. This decline was primarily attributed to a different mix of events and a decrease in larger-scale events. Sponsorship revenues, while slightly up by 1.5% in Q2 2025, saw a 15.7% decrease for the six-month period due to the expiration of certain agreements. Event, rents, restaurant, and other revenues decreased by 15.7% in Q2 2025 and 30.3% in H1 2025. Hotel revenues also experienced slight decreases of 1.3% and 1.0% for the respective periods, impacted by lower occupancy.

Despite these revenue fluctuations, HOFV has demonstrated significant progress in operational efficiency. Operating expenses decreased substantially by 41.4% in Q2 2025 and 25.9% in H1 2025, driven by lower production fees, reduced personnel costs, and decreased professional fees. This focus on cost management has led to a narrowing of the adjusted EBITDA loss, from -$10.9 million in Q1 2023 to -$2.9 million in Q1 2024, and further to -$4.2 million in Q2 2024. Management explicitly stated that "while revenue was down... due to operational efficiencies and getting smarter at the types of events... we close the gap towards profitability." Interest expense also saw a decrease, falling by 7.7% in Q2 2025 and 11.5% in H1 2025, primarily due to the termination of the waterpark ground lease.

Liquidity remains a critical challenge. As of June 30, 2025, HOFV had approximately $0.8 million of unrestricted cash and $4.4 million of restricted cash. Cash used in operating activities for the six months ended June 30, 2025, was $6.3 million. The company faces significant debt maturities, with approximately $126 million due through June 30, 2026. Management has acknowledged that cash flows from operations are insufficient to meet current operating costs, leading to a "substantial doubt about the Company’s ability to continue as a going concern." HOFV has actively worked to restructure its debt, extending $49 million of debt with IRG affiliates to March 2025 and restructuring $21 million of local community debt to longer terms. IRG affiliates are currently funding the company's working capital needs, underscoring the reliance on related-party support.

The Road Ahead: Strategic Initiatives and Outlook

HOFV's future hinges on the successful execution of several strategic initiatives, particularly the completion of its Phase 2 assets and the "going private" transaction. The Gameday Bay Waterpark and the on-site Tapestry Hotel are critical for driving synergistic revenue. While construction on the waterpark has slowed, and the hotel has yet to break ground, management anticipates their completion in mid-to-late 2025. This delay, however, has impacted near-term revenue projections.

For fiscal year 2024, management has revised its revenue guidance to a range of $20 million to $22 million, a downward adjustment from earlier projections of $27 million to $30 million. This revision reflects the impact of event mix and the delayed opening of key assets. Despite this, the adjusted EBITDA loss is reiterated in the mid-teen millions range, indicating continued focus on cost control. Management expects year-over-year attendance growth to continue, projecting 3.5 million to 3.7 million visitors for 2024, driven by a diversified event calendar and enhanced guest experiences through the new campus-wide operating system. Long-term, HOFV targets an annual run rate revenue of $150 million and adjusted EBITDA of $50 million once stabilization is achieved across its three pillars.

A significant development is the definitive merger agreement entered on May 7, 2025, to be acquired by HOFV Holdings, LLC, an investment vehicle affiliated with Industrial Realty Group (IRG). This "going private" transaction, offering $0.90 per common stock share, is intended to simplify the company's capital structure and provide long-term stability, with IRG, a major shareholder and lender, demonstrating strong commitment to HOFV's success. This move could alleviate some of the public market pressures and financing complexities that have plagued the company.

Navigating the Headwinds: Risks and Competitive Realities

HOFV faces significant risks and competitive challenges that could impact its investment thesis. The most pressing is the "going concern" doubt, stemming from recurring losses and insufficient operating cash flows to meet current obligations. The company's reliance on additional financing, particularly from IRG affiliates, highlights its vulnerability in a restrictive credit environment. The complex capital stack required for Phase 2 assets, involving multiple public and private entities, has already caused delays and could continue to pose challenges.

The company's delisting from Nasdaq in June 2025, due to failing minimum bid price and annual meeting requirements, has moved its common stock to the OTC Markets Pink Sheets, potentially impacting liquidity and investor confidence. Operational risks include the termination of the waterpark ground lease in October 2024 due to payment default, and the looming December 2027 deadline for its retail sports book license, which could be lost if no bet is taken. Management has also identified material weaknesses in internal control over financial reporting and ineffective disclosure controls, which need to be fully remediated.

In the competitive arena, HOFV's niche focus, while a strength for authenticity, also presents vulnerabilities. Compared to diversified entertainment conglomerates like Disney, HOFV lacks the scale and broad appeal, making it more susceptible to regional economic downturns and shifts in consumer preferences. Against amusement park operators like Six Flags and Cedar Fair, HOFV's single-location dependence and initial higher operational costs can lead to less robust financial performance and slower innovation. The sports betting market, while prolific in Ohio, is dominated by mobile platforms (97% of bets), rendering the retail sportsbook opportunity more of a "guest experience" than a significant revenue driver, a reality that has seen some operators exit the market. HOFV's strategy to partner with mobile betting platforms like betr and explore non-traditional gaming experiences is a direct response to this market dynamic.

Conclusion

Hall of Fame Resort & Entertainment Company stands at a pivotal juncture, embodying a compelling, yet high-risk, investment narrative. Its core thesis rests on the unique appeal of a multi-faceted, football-centric entertainment destination, bolstered by a synergistic business model across destination, media, and gaming verticals. The company's strategic use of operational technology, such as AI geo-tracking and a forthcoming campus-wide operating system, is crucial for optimizing guest experiences and driving efficiency, thereby enhancing its competitive moat in a specialized market.

Despite significant operational improvements, including narrowing adjusted EBITDA losses and growing attendance, HOFV faces substantial financial hurdles, notably its "going concern" status and complex debt structure. The proposed "going private" transaction with its largest shareholder, IRG, represents a critical step towards simplifying its capital structure and securing long-term stability, potentially unlocking the inherent value of its assets. For investors, the success of this transformation, coupled with the timely completion of Phase 2 assets and continued operational discipline, will be paramount in determining HOFV's ability to convert its unique brand and growing visitor engagement into sustainable profitability and a leading position in the specialized sports entertainment sector.