x
|
QUARTERLY REPORT UNDER SECTION
13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
|
¨
|
TRANSITION REPORT UNDER SECTION
13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Florida
|
65-0385686
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Identification
No.)
|
2255
Glades Road, Suite 221A
|
|
Boca
Raton, Florida
|
33431
|
(Address
of principal executive offices)
|
(zip
code)
|
Accelerated
filer x
|
Non-accelerated
filer ¨
|
Page(s)
|
||
PART I
|
FINANCIAL INFORMATION
|
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
|
Condensed Consolidated Balance Sheets as of March 31, 2009
(unaudited) and December 31, 2008
|
3
|
|
Condensed Consolidated Statements of Operations (unaudited) for the
Three Months ended March 31, 2009 and 2008
|
4
|
|
Condensed Consolidated Statements of Cash Flows (unaudited) for the
Three Months ended March 31, 2009 and 2008
|
5
|
|
Notes to Condensed Consolidated Financial Statements (unaudited)
|
6-15
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
15-27
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
|
27-28
|
|
||
ITEM 4.
|
CONTROLS AND PROCEDURES
|
28-29
|
PART II
|
OTHER INFORMATION
|
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
29
|
|
||
ITEM 1A.
|
RISK FACTORS
|
29
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
29-30
|
ITEM 6.
|
EXHIBITS
|
31
|
March 31,
|
December 31,
|
|||||||
2009
|
2008
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
CURRENT
ASSETS:
|
||||||||
Cash
and cash equivalents
|
$ | 10,805,025 | $ | 12,685,946 | ||||
Receivables,
net
|
1,504,199 | 1,433,797 | ||||||
Inventories
held for sale
|
4,578,005 | 4,491,841 | ||||||
Deferred
ticket costs
|
14,808,441 | 12,085,237 | ||||||
Prepaid
expenses
|
1,250,438 | 1,418,563 | ||||||
Other
receivables
|
1,679,122 | 1,431,216 | ||||||
Other
current assets
|
18,009 | 99,945 | ||||||
Restricted
cash
|
2,009,599 | 2,600,000 | ||||||
Total
current assets
|
36,652,838 | 36,246,545 | ||||||
PROPERTY
AND EQUIPMENT, net
|
4,877,941 | 4,649,202 | ||||||
INVESTMENTS
IN AND ADVANCES TO UNCONSOLIDATED INVESTEES
|
132,241 | 132,800 | ||||||
INTANGIBLE
ASSETS, net
|
598,872 | 682,896 | ||||||
GOODWILL
|
25,154,292 | 25,154,292 | ||||||
OTHER
ASSETS
|
34,548 | 73,126 | ||||||
TOTAL
ASSETS
|
$ | 67,450,732 | $ | 66,938,861 | ||||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
||||||||
CURRENT
LIABILITIES:
|
||||||||
Accounts
payable
|
$ | 1,917,398 | $ | 1,374,661 | ||||
Accrued
expenses and other
|
2,688,906 | 3,663,940 | ||||||
Deferred
revenue
|
18,426,227 | 15,196,455 | ||||||
Gift
certificate liability
|
3,077,927 | 3,434,359 | ||||||
Customer
deposits
|
771,153 | 831,838 | ||||||
Current
portion of capital lease obligations
|
199,462 | 203,579 | ||||||
Current
portion of notes payable
|
42,358 | 43,147 | ||||||
Related
party payable
|
793,554 | 2,622,438 | ||||||
Total
current liabilities
|
27,916,985 | 27,370,417 | ||||||
DEFERRED
REVENUE
|
368,033 | 401,309 | ||||||
CAPITAL
LEASE OBLIGATIONS, less current portion
|
159,273 | 203,901 | ||||||
OTHER
DEFERRED LIABILITY
|
1,152,030 | 1,168,096 | ||||||
NOTES
PAYABLE, less current portion
|
25,003 | 36,258 | ||||||
COMMITMENTS
AND CONTINGENCES
|
||||||||
SHAREHOLDERS’
EQUITY:
|
||||||||
Preferred
stock, $.01 par value, 1,000,000 shares authorized; none
outstanding
|
— | — | ||||||
Common
stock, $.01 par value, 100,000,000 shares authorized; 31,037,656
and
|
||||||||
30,883,913
shares issued and outstanding at March 31, 2009 and
|
||||||||
December
31, 2008, respectively
|
310,376 | 308,839 | ||||||
Additional
paid-in capital
|
309,275,257 | 309,100,760 | ||||||
Accumulated
deficit
|
(271,787,284 | ) | (271,695,431 | ) | ||||
Total
Hollywood Media Corp. shareholders’ equity
|
37,798,349 | 37,714,168 | ||||||
Non-controlling
interest
|
31,059 | 44,712 | ||||||
Total
shareholders’ equity
|
37,829,408 | 37,758,880 | ||||||
TOTAL
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$ | 67,450,732 | $ | 66,938,861 |
Three Months Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
NET
REVENUES
|
||||||||
Ticketing
|
$ | 20,242,565 | $ | 25,297,817 | ||||
Other
|
1,071,332 | 1,675,853 | ||||||
21,313,897 | 26,973,670 | |||||||
OPERATING
COSTS AND EXPENSES
|
||||||||
Cost
of revenues – ticketing
|
17,034,100 | 21,020,025 | ||||||
Editorial,
production, development and technology
|
641,990 | 976,310 | ||||||
Selling,
general and administrative
|
2,680,011 | 3,654,062 | ||||||
Payroll
and benefits
|
2,586,676 | 3,264,359 | ||||||
Depreciation
and amortization
|
407,074 | 527,491 | ||||||
Total
operating costs and expenses
|
23,349,851 | 29,442,247 | ||||||
Loss
from operations
|
(2,035,954 | ) | (2,468,577 | ) | ||||
EQUITY
IN EARNINGS OF UNCONSOLIDATED
|
||||||||
INVESTEES
|
1,913,643 | 3,439 | ||||||
OTHER
INCOME
|
||||||||
Interest,
net
|
11,452 | 178,134 | ||||||
Other,
net
|
15,839 | 7,701 | ||||||
Loss
from continuing operations
|
(95,020 | ) | (2,279,303 | ) | ||||
Loss
from discontinued operations
|
— | (845,973 | ) | |||||
Loss
from discontinued operations
|
— | (845,973 | ) | |||||
Net
loss
|
(95,020 | ) | (3,125,276 | ) | ||||
Net loss
(income) attributable to non-controlling interest
|
3,167 | (23,762 | ) | |||||
Net
loss attributable to Hollywood Media Corp.
|
$ | (91,853 | ) | $ | (3,149,038 | ) | ||
Basic
and diluted loss per common share
|
||||||||
Continuing
operations
|
$ | (0.00 | ) | $ | (0.07 | ) | ||
Discontinued
operations
|
— | (0.03 | ) | |||||
Total
basic and diluted net loss per share
|
$ | (0.00 | ) | $ | (0.10 | ) | ||
Weighted
average common and common equivalent shares
|
||||||||
outstanding
– basic and diluted
|
30,418,516 | 31,854,228 |
Three Months Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net
loss attributable to Hollywood Media Corp.
|
$ | (91,853 | ) | $ | (3,149,038 | ) | ||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
Loss
from discontinued operations
|
— | 845,973 | ||||||
Depreciation
and amortization
|
407,074 | 527,491 | ||||||
401(k)
stock match
|
42,229 | 53,281 | ||||||
Equity
in earnings of unconsolidated investees, net of dividends
|
559 | (3,439 | ) | |||||
Stock
based compensation
|
23,645 | 36,712 | ||||||
Amortization
of deferred compensation costs
|
— | 162,500 | ||||||
Provision
for bad debts
|
59,740 | 128,166 | ||||||
Non-controlling
interest in earnings of subsidiaries, net of distributions
|
(13,653 | ) | 23,762 | |||||
Changes
in assets and liabilities:
|
||||||||
Receivables
|
(130,142 | ) | 33,710 | |||||
Inventories
held for sale
|
(86,164 | ) | (275,344 | ) | ||||
Deferred
ticket costs
|
(2,723,204 | ) | (4,279,878 | ) | ||||
Prepaid
expenses
|
168,125 | 486,257 | ||||||
Other
receivables
|
(247,906 | ) | 1,255,391 | |||||
Other
current assets
|
81,936 | 503,862 | ||||||
Other
assets
|
38,578 | 9,514 | ||||||
Accounts
payable
|
573,873 | (1,433,572 | ) | |||||
Accrued
expenses and other
|
(835,220 | ) | (481,153 | ) | ||||
Deferred
revenue
|
3,196,496 | 3,416,250 | ||||||
Customer
deposits
|
(60,685 | ) | (421,449 | ) | ||||
Gift
certificate liability
|
(356,432 | ) | 633,059 | |||||
Other
deferred liability
|
(16,066 | ) | 181,735 | |||||
Restricted
cash
|
(1,221,000 | ) | — | |||||
Net
cash used in operating activities – continuing operations
|
(1,190,070 | ) | (1,746,210 | ) | ||||
Net
cash used in operating activities - discontinued
operations
|
— | (842,367 | ) | |||||
Net
cash used in operating activities
|
(1,190,070 | ) | (2,588,577 | ) | ||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Capital
expenditures
|
(558,754 | ) | (398,092 | ) | ||||
Acquisition
of businesses, net of cash acquired
|
— | (43,313 | ) | |||||
Proceeds
from sale of assets
|
— | (17,000 | ) | |||||
Loss
on disposition of assets
|
1,646 | — | ||||||
Net
cash used in investing activities – continuing operations
|
(557,108 | ) | (458,405 | ) | ||||
Net
cash used in investing activities – discontinued
operations
|
— | (288,767 | ) | |||||
Net
cash used in investing activities
|
(557,108 | ) | (747,172 | ) | ||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Payments
under capital lease obligations
|
(48,745 | ) | (36,172 | ) | ||||
Payments
of notes payable
|
(12,044 | ) | (13,504 | ) | ||||
Stock
repurchase program
|
(72,954 | ) | — | |||||
Net
cash used in financing activities – continuing operations
|
(133,743 | ) | (49,676 | ) | ||||
Net
cash used in financing activities – discontinued
operations
|
— | — | ||||||
Net
cash used in financing activities
|
(133,743 | ) | (49,676 | ) | ||||
NET
DECREASE IN CASH AND CASH EQUIVALENTS
|
(1,880,921 | ) | (3,385,425 | ) | ||||
CASH
AND CASH EQUIVALENTS, beginning of period
|
12,685,946 | 26,758,550 | ||||||
CASH
AND CASH EQUIVALENTS, end of period
|
$ | 10,805,025 | $ | 23,373,125 | ||||
SUPPLEMENTAL
SCHEDULE OF CASH RELATED ACTIVITIES:
|
||||||||
Interest
paid
|
$ | 13,556 | $ | 20,251 | ||||
Taxes
paid
|
$ | 1,500 | $ | 429,270 |
(1)
|
BASIS
OF PRESENTATION AND CONSOLIDATION:
|
(2)
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES:
|
(3)
|
DISCONTINUED
OPERATIONS:
|
Three Months
Ended
|
||||
March 31, 2008
|
||||
(unaudited)
|
||||
Operating
revenue
|
$ | 1,372,219 | ||
Loss
from discontinued operations
|
$ | (845,973 | ) |
(4)
|
DEBT:
|
(5)
|
COMMON
STOCK:
|
|
·
|
On
March 30, 2009, Hollywood Media issued 225,343 shares of common stock
valued at the December 31, 2008 closing share price of $1.00, or
$225,343, for payment of Hollywood Media’s 401(k) employer match for the
calendar year 2008.
|
|
·
|
On
February 8, 2008, Hollywood Media issued 96,569 shares of common stock
valued at the December 31, 2007 closing share price of $2.90, or $280,050,
for payment of Hollywood Media’s 401(k) employer match for the calendar
year 2007.
|
(6)
|
STOCK REPURCHASE
PROGRAM:
|
(7)
|
SEGMENT
REPORTING:
|
Three months ended March 31,
|
||||||||
(unaudited)
|
||||||||
2009
|
2008
|
|||||||
Net
Revenues:
|
||||||||
Broadway
Ticketing
|
$ | 20,242,565 | $ | 25,297,817 | ||||
Ad
Sales
|
815,358 | 1,342,720 | ||||||
Intellectual
Properties
|
255,974 | 333,133 | ||||||
Other
|
— | — | ||||||
$ | 21,313,897 | $ | 26,973,670 | |||||
Operating
Income (Loss):
|
||||||||
Broadway
Ticketing
|
$ | 117,925 | $ | 400,371 | ||||
Ad
Sales
|
(113,435 | ) | (186,829 | ) | ||||
Intellectual
Properties
|
(6,555 | ) | 56,933 | |||||
Other
|
(2,033,889 | ) | (2,739,052 | ) | ||||
$ | (2,035,954 | ) | $ | (2,468,577 | ) | |||
Capital
Expenditures:
|
||||||||
Broadway
Ticketing
|
$ | 557,540 | $ | 354,268 | ||||
Ad
Sales
|
1,214 | 32,063 | ||||||
Intellectual
Properties
|
— | — | ||||||
Other
|
— | 11,761 | ||||||
$ | 558,754 | $ | 398,092 | |||||
Depreciation
and
|
||||||||
Amortization
Expense:
|
||||||||
Broadway
Ticketing
|
$ | 215,260 | $ | 264,082 | ||||
Ad
Sales
|
90,982 | 154,914 | ||||||
Intellectual
Properties
|
75 | — | ||||||
Other
|
100,757 | 108,495 | ||||||
$ | 407,074 | $ | 527,491 |
March
31,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
(unaudited)
|
||||||||
Segment
Assets:
|
||||||||
Broadway
Ticketing
|
$ | 38,679,392 | $ | 34,958,642 | ||||
Ad
Sales
|
21,743,998 | 21,989,086 | ||||||
Intellectual
Properties
|
516,786 | 543,989 | ||||||
Other
|
6,510,556 | 9,447,144 | ||||||
$ | 67,450,732 | $ | 66,938,861 |
(8)
|
CERTAIN
COMMITMENTS AND CONTINGENCIES:
|
(9)
|
MOVIETICKETS.COM:
|
(10)
|
RELATED
PARTY TRANSACTIONS:
|
(11)
|
RECLASSIFICATION:
|
(12)
|
SUBSEQUENT
EVENTS:
|
ITEM
2.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
|
·
|
our
continuing operating losses,
|
|
·
|
negative
cash flows and accumulated deficit,
|
|
·
|
the
need to manage our growth,
|
|
·
|
our
ability to develop and maintain strategic relationships, including but not
limited to relationships with live theater
venues,
|
|
·
|
our
ability to compete with other online ticketing services and other
competitors,
|
|
·
|
our
ability to maintain and obtain sufficient capital to finance our growth
and operations,
|
|
·
|
our
ability to realize anticipated revenues and cost
efficiencies,
|
|
·
|
technology
risks and risks of doing business over the
Internet,
|
|
·
|
government
regulation,
|
|
·
|
adverse
economic factors such as recession, war, terrorism, international
incidents or labor strikes and
disputes,
|
|
·
|
our
ability to achieve and maintain effective internal
controls,
|
|
·
|
dependence
on our founders, and our ability to recruit and retain key personnel,
and
|
|
·
|
the
volatility of our stock price.
|
Intellectual
|
||||||||||||||||||||
Broadway
|
Properties
|
|||||||||||||||||||
Ticketing
|
Ad Sales
|
(a)
|
Other
|
Total
|
||||||||||||||||
(in
millions)
|
(in
millions)
|
(in
millions)
|
(in
millions)
|
(in
millions)
|
||||||||||||||||
Q1-09
|
||||||||||||||||||||
(unaudited)
|
||||||||||||||||||||
Net
Revenues
|
$ | 20.2 | $ | 0.8 | $ | 0.3 | $ | — | $ | 21.3 | ||||||||||
Operating
Expenses
|
20.1 | 0.9 | 0.3 | 2.0 | 23.3 | |||||||||||||||
Operating
Income (Loss)
|
$ | 0.1 | $ | (0.1 | ) | $ | — | $ | (2.0 | ) | $ | (2.0 | ) | |||||||
%
of Total Net Revenue
|
95 | % | 4 | % | 1 | % | — | 100 | % | |||||||||||
Q1-08
|
||||||||||||||||||||
(unaudited)
|
||||||||||||||||||||
Net
Revenues
|
$ | 25.3 | $ | 1.3 | $ | 0.4 | $ | — | $ | 27.0 | ||||||||||
Operating
Expenses
|
24.9 | 1.5 | 0.3 | 2.8 | 29.5 | |||||||||||||||
Operating
Income (Loss)
|
$ | 0.4 | $ | (0.2 | ) | $ | 0.1 | $ | (2.8 | ) | $ | (2.5 | ) | |||||||
%
of Total Net Revenue
|
94 | % | 5 | % | 1 | % | — | 100 | % |
|
a.
|
Does
not include Hollywood Media’s 50% interest in NetCo Partners which is
accounted for under the equity method of accounting and Hollywood Media’s
share of the income (loss) is reported as Equity in Earnings of
Unconsolidated Investees (discussed
below).
|
|
·
|
Broadway Ticketing –
sells tickets and related hotel and restaurant packages via Broadway.com,
1-800-BROADWAY and TDI to live theater events on Broadway, Off-Broadway
and London’s West End, to individual consumers, groups and domestic and
international travel professionals, including travel agencies, tour
operators, and educational institutions. Beginning in
late September 2007, sales for events in London’s West End are fulfilled
through a partnership arrangement between Theatre.com and an unrelated
London-based ticket agency. This segment also generates revenue
from the sale of sponsorships and advertisements on
Broadway.com.
|
|
·
|
Ad Sales – includes
CinemasOnline, which sells advertising on cinema and theater websites in
the U.K. and plasma TV displays throughout the U.K. and Ireland, and holds
Hollywood Media’s investment in
MovieTickets.com.
|
|
·
|
Intellectual Properties
– owns or controls the exclusive rights to certain intellectual
properties created by best-selling authors and media celebrities, which it
licenses for books and other media. This segment includes a 51%
interest in Tekno Books, and a book development business, and this segment
does not include our 50% interest in NetCo
Partners.
|
|
·
|
Other – is comprised of
payroll and benefits for corporate and administrative personnel as well as
other corporate-wide expenses, such as legal fees, audit fees, proxy
costs, insurance, centralized information technology, and includes
consulting and other fees and costs relating to compliance with the
provisions of the Sarbanes-Oxley Act of 2002 that require Hollywood Media
to assess and report on internal control over financial reporting, and
related development of controls.
|
Three Months
Ended
|
||||
March 31, 2008
|
||||
(unaudited)
|
||||
Operating
revenue
|
$ | 1,372,219 | ||
Loss
from discontinued operations
|
$ | (845,973 | ) |
Three Months Ended
|
||||||||
March 31,
|
||||||||
(unaudited)
|
||||||||
2009
|
2008
|
|||||||
(in
millions)
|
(in
millions)
|
|||||||
NetCo
Partners (a)
|
$ | — | $ | — | ||||
MovieTickets.com
(b)
|
1.9 | — | ||||||
$ | 1.9 | $ | — |
|
·
|
the
U.S. and global economic downturn, which can adversely affect business and
personal discretionary spending for entertainment-related items such as
Broadway theater tickets, and has resulted in a reduction in tickets sold
and in net revenue;
|
|
·
|
increases
in Broadway ticket prices, which can positively affect Hollywood Media’s
revenues as the ticket service fees we earn are based on a percentage of
ticket prices, but which can also result in a lower volume of tickets
being sold and could adversely affect Hollywood Media’s revenues and,
accordingly, its earnings and cash flow;
and
|
|
·
|
New
York State’s 2007 repeal of caps on ticket service fees, which has given
Hollywood Media greater flexibility to charge higher service fees on
tickets for high demand shows.
|
Maximum
|
||||||||||||||||
Total Number of
|
Approximate
|
|||||||||||||||
Shares Purchased
|
Dollar Value of Shares
|
|||||||||||||||
as Part of Publicly
|
that May Yet Be
|
|||||||||||||||
Total Number of
|
Average Price
|
Announced Plans
|
Purchased Under the
|
|||||||||||||
Period
|
Shares Purchased
|
Paid Per Share
|
or Programs
|
Plans or Programs
|
||||||||||||
January
1, 2009 through January 31, 2009
|
71,600 | $ | 1.02 | 71,600 | $ | — | ||||||||||
February
1, 2009 through February 28, 2009
|
— | — | — | — | ||||||||||||
March
1, 2009 through March 31, 2009
|
— | — | — | — | ||||||||||||
Total | 71,600 | $ | 1.02 | 71,600 | $ | 2,697,843 | (1) |
(1)
|
As
of March 31, 2009, calculated by subtracting (i) the total price paid for
all shares purchased under the repurchase program from inception through
March 31, 2009 of $7,302,157, from (ii) the $10,000,000 potential maximum
dollar value of repurchases approved under the life of the
plan.
|
Exhibit
|
Description
|
Location
|
||
31.1
|
Certification
of Chief Executive Officer. (Section 302)
|
(*)
|
||
31.2
|
Certification
of Chief Accounting Officer (Principal financial and accounting
officer). (Section 302)
|
(*)
|
||
32.1
|
Certification
of Chief Executive Officer. (Section 906)
|
(*)
|
||
32.2
|
Certification
of Chief Accounting Officer (Principal financial and accounting officer).
(Section 906)
|
(*)
|
*
|
Filed
as an exhibit to this Form 10-Q
|
HOLLYWOOD MEDIA CORP. | |||
Date: May
11, 2009
|
By:
|
/s/ Mitchell Rubenstein
|
|
Mitchell
Rubenstein, Chief Executive Officer
(Principal
executive
officer)
|
Date: May
11, 2009
|
By:
|
/s/ Scott Gomez
|
|
Scott
Gomez, Chief Accounting Officer
(Principal
accounting officer)
|