Sponsorship Revenue and Associated Commitments

12 Months Ended

Dec. 31, 2021

Sponsorship Revenue and Associated Commitments Disclosure [Abstract]

Sponsorship Revenue and Associated Commitments

Note 6: Sponsorship Revenue and Associated Commitments

Johnson Controls, Inc.

On July 2, 2020, the Company entered into an Amended and Restated Sponsorship and Naming Rights Agreement (the “Amended Sponsorship Agreement”) among Newco, PFHOF and Johnson Controls, Inc. (“JCI” or “Johnson Controls”), that amended and restated the Sponsorship and Naming Rights Agreement, dated as of November 17, 2016 (the “Original Sponsorship Agreement”). Among other things, the Amended Sponsorship Agreement: (i) reduced the total amount of fees payable to Newco during the term of the Amended Sponsorship Agreement from $135 million to $99 million; (ii) restricted the activation proceeds from rolling over from year to year with a maximum amount of activation proceeds in one agreement year to be $750,000; and (iii) renamed the “Johnson Controls Hall of Fame Village” to “Hall of Fame Village powered by Johnson Controls”. This is a prospective change, which the Company reflected beginning in the third quarter of 2020.

Additionally, Johnson Controls has a right to terminate the Naming Rights Agreement if (i) the Company does not provide evidence to Johnson Controls by October 31, 2021, subject to day-for-day extension due to force majeure, that the Company has secured sufficient debt and equity financing to complete Phase II, subject to a notice and cure period, (ii) Phase II is not open for business by January 2, 2024 or (iii) HOF Village is in default beyond applicable notice and cure periods under certain agreements, such as the Technology as a Service Agreement (the “TAAS Agreement”), any loan document evidencing or securing any construction loan with respect to the Hall of Fame Village powered by Johnson Controls and any agreement with its general contractor with respect to the construction of the Hall of Fame Village powered by Johnson Controls, among others.

As of December 31, 2021, scheduled future cash to be received under the agreement is as follows:

	Unrestricted		Activation		Total
2022	$	4,000,000	$	750,000	$	4,750,000
2023		4,000,000		750,000		4,750,000
2024		4,250,000		750,000		5,000,000
2025		4,250,000		750,000		5,000,000
Thereafter		39,781,251		6,750,000		46,531,251
Total	$	56,281,251	$	9,750,000	$	66,031,251

As services are provided, the Company is recognizing revenue on a straight-line basis over the expected term of the Amended Sponsorship Agreement. During the years ended December 31, 2021 and 2020, the Company recognized $4,497,864 and $4,742,111 of net sponsorship revenue related to this deal, respectively.

First Data Merchant Services LLC

In December 2018, the Company and PFHOF entered into an 8-year licensing agreement with First Data Merchant Services LLC (“First Data”) and Santander Bank. As of December 31, 2021, scheduled future cash to be received under the agreement is as follows:

Year ending December 31,

2022	$	150,000
2023		150,000
2024		150,000
2025		150,000
2026		150,000
Total	$	750,000

As services are provided, the Company is recognizing revenue on a straight-line basis over the expected term of the agreement. During the years ended December 31, 2021 and 2020, the Company recognized $148,575 and $148,982 of net sponsorship revenue related to this deal, respectively.

Constellation NewEnergy, Inc.

On December 19, 2018, the Company and PFHOF entered into a sponsorship and services agreement with Constellation (the “Constellation Sponsorship Agreement”) whereby Constellation and its affiliates will provide the gas and electric needs in exchange for certain sponsorship rights. The original term of the Company’s Constellation Sponsorship Agreement was through December 31, 2028. However, in June 2020, the Company entered into an amended contract with Constellation which extended the term of the Constellation Sponsorship Agreement through December 31, 2029.

The Constellation Sponsorship Agreement provides certain rights to Constellation and its employees to benefit from the relationship with the Company from discounted pricing, marketing efforts, and other benefits as detailed in the agreement. The Constellation Sponsorship Agreement also requires Constellation to pay sponsorship income and to provide activation fee funds. Activation fee funds are to be used in the year received and do not roll forward for future years as unspent funds. The amounts are due by March 31 of the year to which they apply, which is represented in the chart below.

The Constellation Sponsorship Agreement includes certain contingencies reducing the sponsorship fee amount owed by Constellation if construction is not on pace with the timeframe noted in the Constellation Sponsorship Agreement.

The Company also has a note payable with Constellation. Refer to Note 4 for additional information.

As of December 31, 2021, scheduled future cash to be received and required activation spend under the Constellation Sponsorship Agreement are as follows:

	Unrestricted		Activation		Total
2022	$	1,396,000	$	200,000	$	1,596,000
2023		1,423,220		200,000		1,623,220
2024		1,257,265		166,000		1,423,265
2025		1,257,265		166,000		1,423,265
Thereafter		5,029,057		664,000		5,693,057
Total	$	10,362,807	$	1,396,000	$	11,758,807

As services are provided, the Company is recognizing revenue on a straight-line basis over the expected term of the Constellation Sponsorship Agreement. During the years ended December 31, 2021 and 2020, the Company recognized $1,172,724 and $1,244,655, respectively, of net sponsorship revenue related to this deal.

Other Sponsorship Agreements

The Company maintains other sponsorship agreements of varying size ranging from one to five years in duration.