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U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
COMMISSION FILE NO. 0-22908
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HOLLYWOOD MEDIA CORP.
(Exact name of registrant as specified in its charter)
FLORIDA 65-0385686
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2255 GLADES ROAD, SUITE 237 WEST
BOCA RATON, FLORIDA 33431
(Address of principal executive offices) (zip code)
(561) 998-8000
(Registrant's telephone number)
Hollywood.com, Inc.
-------------------
(Former Name)
Indicate by check whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
------ ------
As of August 9, 2002, the number of shares outstanding of the issuer's
common stock, $.01 par value, was 28,803,060.
HOLLYWOOD MEDIA CORP.
TABLE OF CONTENTS
PAGE(S)
PART I FINANCIAL INFORMATION
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ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets as of June 30, 2002
(unaudited) and December 31, 2001...................................................... 2
Consolidated Statements of Operations for the Six and Three
Months ended June 30, 2002 and 2001 (unaudited) ...................................... 3
Consolidated Statement of Shareholders' Equity for the
Six Months ended June 30, 2002 (unaudited)............................................ 4
Consolidated Statements of Cash Flows for the Six
Months ended June 30, 2002 and 2001 (unaudited)....................................... 5
Notes to Consolidated Financial Statements (unaudited)................................ 6-20
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.............................................................................. 21-35
PART II OTHER INFORMATION
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ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS............................................... 36
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K......................................................... 38
Signatures ......................................................................................... 40
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HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, December 31,
2002 2001
------------- -------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 3,163,451 $ 1,980,966
Receivables, net 1,616,324 1,507,199
Inventories, net 6,643,550 7,086,444
Prepaid expenses 1,448,495 746,482
Other receivables 656,770 600,537
Other current assets 184,993 --
Deferred advertising - CBS 18,310,392 13,054,321
------------- -------------
Total current assets 32,023,975 24,975,949
PROPERTY AND EQUIPMENT, net 4,470,986 2,792,512
INVESTMENTS IN AND ADVANCES TO EQUITY METHOD INVESTEES 938,685 1,522,519
NONCURRENT DEFERRED ADVERTISING - CBS 55,261,215 70,120,029
IDENTIFIABLE INTANGIBLE ASSETS, net 3,077,405 2,344,089
GOODWILL, net 40,775,736 40,655,452
OTHER ASSETS 1,263,303 959,669
------------- -------------
TOTAL ASSETS $ 137,811,305 $ 143,370,219
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 1,885,309 $ 1,668,494
Accrued expenses and other 2,491,591 2,529,281
Notes payable 250,000 350,000
Loan from shareholder/officer -- 450,000
Accrued exit and retail closure costs 130,257 42,144
Deferred revenue 8,313,481 8,968,641
Current portion of capital lease obligations 414,180 659,620
------------- -------------
Total current liabilities 13,484,818 14,668,180
------------- -------------
CAPITAL LEASE OBLIGATIONS, less current portion 292,899 458,390
------------- -------------
DEFERRED REVENUE 604,433 1,072,153
------------- -------------
MINORITY INTEREST 28,278 --
------------- -------------
OTHER DEFERRED LIABILITY 3,145,211 --
------------- -------------
CONVERTIBLE DEBENTURES, NET 2,900,691 --
------------- -------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred Stock, $.01 par value, 539,127 shares authorized; none outstanding -- --
Common stock, $.01 par value, 100,000,000 shares authorized; 28,585,051
and 27,971,409 shares issued and outstanding at June 30,2002 and
December 31, 2001, respectively 285,851 279,714
Deferred compensation (1,034,074) (2,174,368)
Additional paid-in capital 287,194,572 283,687,361
Accumulated deficit (169,091,374) (154,621,211)
------------- -------------
Total shareholders' equity 117,354,975 127,171,496
------------- -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 137,811,305 $ 143,370,219
============= =============
The accompanying notes to consolidated financial statements
are an integral part of these consolidated balance sheets.
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HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2002 AND 2001
(Unaudited)
Six Months Ended June 30, Three Months Ended June 30,
----------------------------- -----------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
NET REVENUES $ 29,433,438 $ 26,357,466 $ 16,522,685 $ 15,479,694
COST OF REVENUES 19,909,513 17,361,275 11,468,041 10,594,110
------------ ------------ ------------ ------------
Gross margin 9,523,925 8,996,191 5,054,644 4,885,584
------------ ------------ ------------ ------------
OPERATING EXPENSES:
General and administrative 3,097,661 3,123,118 1,245,679 1,698,961
Selling and marketing 1,787,711 2,032,495 861,779 1,106,902
Salaries and benefits 7,053,087 6,223,580 3,489,967 3,103,744
Amortization of CBS advertising 9,602,743 9,810,064 5,025,145 4,761,772
Depreciation and amortization 1,847,736 4,387,449 942,681 2,237,371
------------ ------------ ------------ ------------
Total operating expenses 23,388,938 25,576,706 11,565,251 12,908,750
------------ ------------ ------------ ------------
Operating loss (13,865,013) (16,580,515) (6,510,607) (8,023,166)
EQUITY IN EARNINGS - INVESTMENTS 230,958 476,634 14,575 28,759
OTHER:
Interest expense (455,328) (235,075) (237,705) (179,439)
Interest income 10,231 79,330 7,209 29,605
Other, net 2,400 (168,175) (18,446) (173,089)
------------ ------------ ------------ ------------
Loss before minority interest (14,076,752) (16,427,801) (6,744,974) (8,317,330)
MINORITY INTEREST IN EARNINGS OF SUBSIDIARIES (393,411) (101,997) (189,411) (57,124)
------------ ------------ ------------ ------------
Net loss $(14,470,163) $(16,529,798) $ (6,934,385) $ (8,374,454)
============ ============ ============ ============
Basic and diluted loss per common share $ (0.51) $ (0.66) $ (0.25) $ (0.33)
============ ============ ============ ============
Weighted average common and common equivalent
shares outstanding - basic and diluted 28,197,227 25,226,067 28,276,884 25,739,897
============ ============ ============ ============
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
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HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2002
(Unaudited)
Common Stock Additional
----------------------------- Deferred Paid-in
Shares Amount Compensation Capital
------------- ------------- ------------- -------------
Balance - December 31, 2001 27,971,409 $ 279,714 $ (2,174,368) $ 283,687,361
Issuance of options and warrants for services rendered -- -- -- 176,339
Issuance of stock - 401(k) employer match and other 21,940 220 -- 134,407
Issuance of restricted common stock and amortization of
deferred compensation 520,682 5,207 1,140,294 (5,207)
Issuance of stock - note extension 43,044 430 -- 186,787
Employee stock compensation 54,392 544 -- 292,551
Stock option and warrant exercise - net issuance 34,644 346 -- (346)
Interest payment to convertible debenture holders 21,969 220 -- 37,259
Issuance of stock for acquisitions 28,571 286 -- 109,998
Warrants and beneficial conversion feature - convertible debentures -- -- -- 2,903,838
Shares repurchased and retired (111,600) (1,116) -- (328,415)
Net loss -- -- -- --
------------- ------------- ------------- -------------
Balance - June 30, 2002 28,585,051 $ 285,851 $ (1,034,074) $ 287,194,572
============= ============= ============= =============
[RESTUBBED]
Accumulated
Deficit Total
------------- -------------
Balance - December 31, 2001 $(154,621,211) $ 127,171,496
Issuance of options and warrants for services rendered -- 176,339
Issuance of stock - 401(k) employer match and other -- 134,627
Issuance of restricted common stock and amortization of
deferred compensation -- 1,140,294
Issuance of stock - note extension -- 187,217
Employee stock compensation -- 293,095
Stock option and warrant exercise - net issuance -- --
Interest payment to convertible debenture holders -- 37,479
Issuance of stock for acquisitions -- 110,284
Warrants and beneficial conversion feature - convertible debentures -- 2,903,838
Shares repurchased and retired -- (329,531)
Net loss (14,470,163) (14,470,163)
------------- -------------
Balance - June 30, 2002 $(169,091,374) $ 117,354,975
============= =============
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
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HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30,
----------------------------
2002 2001
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(14,470,163) $(16,529,798)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 1,847,736 4,387,449
Interest - non-cash 293,051 --
Equity in earnings of investments, net of return of invested capital 533,834 230,714
Issuance of compensatory stock, stock options and warrants for services rendered 437,739 394,983
Amortization of deferred compensation costs 1,140,294 102,067
Provision for bad debts 186,840 143,339
Reversal for retail closure costs -- (289,801)
Amortization of CBS advertising 9,602,743 9,810,064
Minority interest 393,411 101,997
Return of capital from Tekno Books to minority partner (321,397) (298,956)
Changes in assets and liabilities:
Receivables (258,590) (421,073)
Prepaid expenses (702,013) (309,042)
Inventories 442,894 (1,509,922)
Other current assets (184,993) 40,554
Other assets 914 (20,079)
Accounts payable 216,815 94,000
Deferred revenue (1,122,880) 1,839,312
Other accrued expenses 91,315 35,974
------------ ------------
Net cash used in operating activities (1,872,450) (2,198,218)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net advances from equity method investees -- 375,620
Capital expenditures (1,050,709) (643,511)
------------ ------------
Net cash used in investing activities (1,050,709) (267,891)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from shareholder/officer loan 1,651,000 250,000
Payments of shareholder/officer loan (2,101,000) --
Payments to repurchase common stock (329,531) (200,888)
Payments under note payable (100,000) (266,667)
Net proceeds from issuance of common stock -- 5,386,349
Proceeds from issuance of convertible debentures and warrants, less issuance costs 5,419,713 --
Cash paid for acquisition (10,000) --
Payments under capital lease obligations (424,538) (134,571)
------------ ------------
Net cash provided by financing activities 4,105,644 5,034,223
------------ ------------
Net increase in cash and cash equivalents 1,182,485 2,568,114
CASH AND CASH EQUIVALENTS, beginning of period 1,980,966 1,911,224
------------ ------------
CASH AND CASH EQUIVALENTS, end of period $ 3,163,451 $ 4,479,338
============ ============
SUPPLEMENTAL SCHEDULE OF CASH RELATED ACTIVITIES:
Interest paid $ 116,347 $ 108,844
============ ============
The accompanying notes to consolidated financial statements
are an integral part of these consolidated statements.
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HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) BASIS OF PRESENTATION:
In the opinion of management, the accompanying unaudited consolidated
financial statements have been prepared by Hollywood Media Corp. ("Hollywood
Media") in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Certain information and footnote disclosures normally included
in annual financial statements prepared in accordance with accounting principles
generally accepted in the United States have been condensed or omitted pursuant
to those rules and regulations. However, management believes that the
disclosures contained herein are adequate to make the information presented not
misleading. The financial statements reflect, in the opinion of management, all
material adjustments (which include only normal recurring adjustments) necessary
to present fairly Hollywood Media's financial position and results of
operations. The results of operations and cash flows for the six months ended
June 30, 2002 are not necessarily indicative of the results of operations or
cash flows which may be recorded for the remainder of 2002. The accompanying
unaudited consolidated financial statements should be read in conjunction with
the audited consolidated financial statements and notes thereto included in
Hollywood Media's Annual Report on Form 10-K for the year ended December 31,
2001, as filed with the Securities and Exchange Commission.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Per Share Amounts
Basic loss per common share is computed by dividing net loss by the
weighted average number of common shares outstanding during the period. There
were 5,034,983 and 5,482,660 options and warrants to purchase common shares
outstanding at June 30, 2002 and 2001, respectively, that could potentially
dilute earnings per share in the future. In addition, the convertible debentures
(Note 4) are convertible into 1,647,399 shares of common stock and these shares
have been excluded from the weighted average number of common shares outstanding
for the three and six months ended June 30, 2002. Such options and warrants were
not included in the computation of diluted net loss per share because to do so
would have been antidilutive for all periods presented.
Accounting Estimates
The preparation of the consolidated financial statements in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Significant estimates and assumptions embodied in the accompanying
unaudited financial statements include the adequacy of reserves for accounts
receivables and Hollywood Media's
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ability to realize the carrying value of goodwill, intangible assets,
investments in less than 50% owned companies and other long-lived assets.
Receivables
Receivables consist of amounts due from customers who have advertised
on Hollywood Media's web sites, have purchased content from Hollywood Media's
syndication businesses, have purchased live theater tickets and amounts due from
publishers relating to signed contracts, to the extent that the earnings process
is complete and amounts are realizable. Receivables are net of an allowance for
doubtful accounts of $326,850 and $375,681 at June 30, 2002 and December 31,
2001, respectively.
In 2001, Hollywood Media entered into an agreement with a third party
whereby a certain portion of its accounts receivable can be monetized. Hollywood
Media receives an initial advance of 80% of the invoice amount, with the
remaining 20%, less fees, transferred to Hollywood Media upon payment by the
customer to the third party. At June 30, 2002 and December 31, 2001, a liability
of $340,331 and $341,856, respectively, was recorded for advances that had been
paid to Hollywood Media but remain payable by Hollywood Media's customers to the
third party.
Recent Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141 "Business
Combinations" and SFAS 142, "Goodwill and Other Intangible Assets." SFAS 141
requires all business combinations initiated after June 30, 2001 to be accounted
for using the purchase method. SFAS 141 also requires allocation of purchase
price to certain classes of identifiable intangibles. Under SFAS 142, goodwill
related to acquisitions after June 30, 2001 will not be amortized. In addition,
amortization of goodwill related to businesses acquired prior to June 30, 2001
ceased on January 1, 2002. In addition, SFAS 142 changes the way Hollywood Media
evaluates goodwill and intangibles for impairment. On January 1, 2002, goodwill
and certain intangibles are no longer amortized; however, they will be subject
to evaluation for impairment at least annually using a fair value based test.
The fair value based test is a two-step test. The first step involves comparing
the fair value of each of Hollywood Media's reporting units to the carrying
value of those reporting units. If the carrying value of a reporting unit
exceeds the fair value of the reporting unit, Hollywood Media will be required
to proceed to the second step. In the second step, the fair value of the
reporting unit will be allocated to the assets (including unrecognized
intangibles) and liabilities of the reporting unit, with any residual
representing the implied fair value of goodwill. An impairment loss will be
recognized if and to the extent that the carrying value of goodwill exceeds the
implied value.
Hollywood Media has completed test one for each of its reporting units
utilizing an outside appraisal firm. For its business to business and ticketing
reporting units, no impairment exists, as the fair value of those reporting
units were determined to be in excess of their carrying values as of January 1,
2002. The fair value of the Internet ad sales reporting unit was approximately
$4.8 million lower than its carrying value of approximately $21.2 million as of
January 1, 2002. Hollywood Media will complete test two during the third quarter
and if an impairment results will record it as a cumulative effect of a change
in method of accounting at that time. The transition provisions of SFAS 142
allow until June 30, 2002 to complete step one of the test and, if required,
until December 31, 2002 to complete step 2. Effective January 1, 2002,
amortization of
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approximately $40.7 million of goodwill ceased. Amortization of goodwill for the
six months ended June 30, 2001 was $2,624,405.
Rollforward of Goodwill, net:
Goodwill, net January 1, 2002 $40,655,452
Addition - Earn-out BroadwayTheater.com 110,284
Addition - acquisition 10,000
-----------
Goodwill, net June 30, 2002 $40,775,736
===========
In June 2001, the FASB issued SFAS 143, "Accounting for Asset
Retirement Obligations." This statement is effective for financial statements
issued for fiscal years beginning after June 15, 2002. SFAS 143 addresses the
accounting and reporting for obligations associated with the retirement of
tangible long lived assets. Costs of retiring tangible long-lived assets will be
charged to expense and a liability established when incurred at the present
value of the future obligation. This statement requires a cumulative effect
approach to recognizing transition amounts for existing retirement obligations.
Hollywood Media does not believe that the adoption of SFAS 143 will have a
material impact on its consolidated results of operations.
In August 2001, the FASB issued SFAS 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS 144 supercedes SFAS 121
"Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed Of" and Accounting Principles Board Opinion ("APB") No. 30, "Reporting
the Results of Operations - Reporting the Effects of the Disposal of a Segment
Business and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions." SFAS 144 establishes a single accounting model for assets to be
disposed of by sale whether previously held and used or newly acquired. SFAS 144
retains the provisions of APB No. 30 for presentation of discontinued operations
in the income statement, but broadens the presentation to include a component of
an entity. SFAS 144 is effective for fiscal years beginning after December 15,
2001 and the interim periods within. Hollywood Media does not believe that the
adoption of SFAS 144 will have a material impact on its results of operations.
In April 2002, the FASB issued SFAS 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." SFAS 145 rescinds FASB No.4, "Reporting Gains and Losses from
Extinguishment of Debt," and an amendment of that Statement, FASB No. 64,
"Extinguishments of Debt to Satisfy Sinking-Fund Requirements." This Statement
also rescinds FASB No. 44, "Accounting for Intangible Assets of Motor Carriers."
This Statement amends FASB No. 13, "Accounting for Leases," to eliminate
inconsistency between the required accounting for sale-leaseback transactions
and the required accounting for certain lease modifications that have economic
effects that are similar to sale-leaseback transactions. This Statement also
amends other existing authoritative pronouncements to make various technical
corrections, clarify meanings, or describe their applicability under changed
conditions. SFAS 145 is effective for fiscal years beginning after May 15, 2002
with regard to rescission of Statement 4; the provisions in paragraph 8 and 9(c)
of this Statement related to Statement 13 are effective for transactions
occurring after May 15, 2002; and all other provisions are effective for
financial statements issued on or after May 15, 2002. Hollywood Media does not
believe that the adoption of the provisions of SFAS 145 will have a material
impact on its results of operations.
FASB Statement 146, Accounting for Costs Associated with Exit or
Disposal Activities, addresses financial accounting and reporting for costs
associated with exit or disposal activities and nullifies EITF Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)." The
principal difference between Statement 146 and Issue 94-3 relates to Statement
146's requirements for recognition of a liability for a cost associated with an
exit or disposal activity. Statement 146 requires that a liability for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred. Under Issue 94-3, a liability for an exit cost as generally defined in
Issue 94-3 was recognized at the date of an entity's commitment to an exit plan.
A fundamental conclusion reached by the FASB in this Statement is that an
entity's commitment to a plan, by itself, does not create an obligation that
meets the definition of a liability. Therefore, this Statement eliminates the
definition and requirements for recognition of exit costs in Issue 94-3. This
Statement also establishes that fair value is the objective for initial
measurement of the liability.
Severance pay under Statement 146, in many cases, would be recognized
over time rather than up front. The FASB decided that if the benefit arrangement
requires employees to render future service beyond a "minimum retention period"
a liability should be recognized as employees render service over the future
service period even if the benefit formula used to calculate an employee's
termination benefit is based on length of service. The provisions of this
Statement are effective for exit or disposal activities that are initiated after
December 31, 2002, with early application encouraged.
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(3) ACQUISITION:
On July 27, 2001, Hollywood Media acquired certain assets of Always
Independent Entertainment Corp. ("AlwaysI"), a privately held company, for
210,731 shares of common stock valued at $5.79 per share, the closing market
price on the date the transaction closed, or $1,220,132. Hollywood.com Indie
Films f/k/a AlwaysI offers independent films to subscribers over the Internet
and licenses films to third parties. Hollywood Media has integrated the AlwaysI
subscription service as a distinct channel on Hollywood.com. Filmmakers are
charged a fee to place their films on the web site and subscribers are charged a
monthly fee to view the films.
The acquisition of AlwaysI was accounted for under the purchase method
of accounting and, accordingly, its operating results have been included in the
consolidated financial statements since the date of acquisition.
The pre-acquisition results of operations of AlwaysI are not material
to the consolidated results of operations and therefore pro forma combined
results of operations have not been presented.
(4) DEBT:
In connection with the acquisition of Theatre Direct NY, Inc. ("TDI")
on September 15, 2000, Hollywood Media signed two promissory notes payable to
the former owner. The first is an interest bearing note payable with a face
value of $500,000 with principal payable monthly. The note bears interest at
Citibank, N.A. prime plus 1% per annum (5.75% at June 30, 2002). The second
promissory note is a one year non-interest bearing note with a face value of
$250,000. The outstanding balance due under the notes payable at June 30, 2002
is $250,000. An agreement was reached on March 31, 2002 between Hollywood Media
and the former owner of TDI that the remaining notes payable balance, plus
interest, would be paid in restricted common stock of Hollywood Media.
In the event that Hollywood Media requires additional funding,
Hollywood Media's Chairman of the Board and Chief Executive Officer and
Hollywood Media's Vice Chairman and President, have indicated their intention to
provide Hollywood Media, if required, with an amount not to exceed $5 million in
order to enable Hollywood Media to meet its working capital requirements during
2002; provided, however, that the commitment will be reduced dollar for dollar
to the extent Hollywood Media raises no less than $5 million from other sources
and such additional funding is not expended on acquisitions. The proceeds
received from the issuance of the Senior Convertible Debentures in May 2002 did
not reduce the amount of the commitment. This commitment terminates May 21,
2003. During the six months ended June 30, 2002, advances of $1,651,000 were
provided to Hollywood Media, $450,000 was advanced in the prior year, and
$2,101,000 was repaid in May 2002. There was no outstanding balance under this
commitment at June 30, 2002. These advances bear interest at the J.P. Morgan
prime rate (4.75% at June 30, 2002). Interest expense on these advances was
$16,684 for the six months ended June 30, 2002.
On May 22, 2002, Hollywood Media issued an aggregate of $5.7 million in
principal amount of 6% Senior Convertible Debentures due May 22, 2005 (the
"Debentures") to a group of four institutional investors, including existing
shareholders of Hollywood Media. Mitchell Rubenstein, the Chairman of the Board
and Chief Executive Officer and Laurie S. Silvers, the
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Vice Chairman and President of Hollywood Media participated in the financing
with a $500,000 cash investment. The Debentures are convertible at the option of
the investors at any time through May 22, 2005 into shares of Hollywood Media
common stock, par value $0.01 per share, at a conversion price of $3.46 per
share. In addition, Hollywood Media can elect at its option to convert the
convertible debentures if the debentures are still outstanding at maturity,
subject to certain conditions. Prior to conversion, the Debentures bear interest
at 6% per annum, payable quarterly in common stock or cash at the option of
Hollywood Media. The investors also received fully vested detachable warrants to
acquire at any time through May 22, 2007 an aggregate of 576,590 shares of
common stock at exercise prices ranging from $3.78 to $3.91 per share. If on May
22, 2003, an investor holds (net of any short position) at least seventy-five
percent of such investor's shares of common stock issued or issuable to such
investor under the Debentures, then the exercise price of the warrants held by
such investor will decrease to $3.46 per share which equals the conversion price
of the debenture. The Debentures and Warrants contain anti-dilution provisions
as more fully described in the agreements. In addition, the investors will have
the right to purchase an aggregate of $1 million in principal amount of
additional Debentures on the same terms at any time through May 22, 2003. A
total of $280,287 in fees were incurred for the convertible debentures,
including $161,695 in fees paid to a placement agent ($130,000 in cash and a
warrant valued at $31,695, with substantially the same terms as debenture
holders.)
The warrants granted to these investors were recorded at a relative
fair value of $1,608,422 by first assigning a value calculated by using Black
Scholes and then adjusting that value by a percentage of the fair value of the
debenture to the total stated value of the debenture. The variables used to
calculate the value of the warrants using Black Scholes are as follow: a
volatility of 83.7%, a 5 year expected life, exercise prices of $3.91 and $3.78
per share, a stock price of $3.27 per share and a risk free interest rate of 4%.
The value of the beneficial conversion feature of the Debenture was $1,295,416.
The value of the warrants and the beneficial conversion feature will be expensed
to interest over 3 years, the term of the Debenture. The value of the warrants
and the beneficial conversion feature of the Debenture were recorded as a
discount to the convertible debenture and included in additional paid-in
capital. For the six months ended June 30, 2002 Hollywood Media recorded
$104,529 as interest expense for the accretion of the warrant and beneficial
conversion feature of the convertible debentures.
- 10 -
(5) ACCRUED EXPENSES AND OTHER:
Accrued Expenses and other consist of the following:
JUNE 30, DECEMBER 31,
2002 2001
---------------- ----------------
Compensation and benefits $ 622,803 $ 802,308
Accrued liability - theater tickets purchased 97,960 430,323
Insurance 521,516 130,811
Professional fees 325,830 249,207
Licensing fees - 47,517
Interest 70,000 24,069
Royalties 49,718 44,517
Advances from third party 340,331 341,856
Other 463,433 458,673
------------- -------------
$ 2,491,591 $ 2,529,281
============= =============
(6) COMMON STOCK:
On January 2, 2002, Hollywood Media issued 520,682 shares of restricted
common stock to Hollywood Media's Chairman of the Board and Chief Executive
Officer and Hollywood Media's Vice Chairman and President in accordance with the
exchange and cancellation on December 14, 2001, of 1,045,000 stock options. The
approximate fair value of the stock options was $2,280,587 at December 14, 2001,
and was equal to the fair value of the restricted stock for which it was
exchanged. Fifty percent of the shares vested on June 30, 2002, with the
remaining 50% of the shares vesting on January 1, 2003. Compensation expense of
$1,140,294 was recorded for the six months ended June 30, 2002.
Hollywood Media issued a total of 40,344 shares of common stock valued
at $187,217 during 2002 to extend the term of a promissory note that Hollywood
Media guaranteed. In 1999, Hollywood Media loaned approximately $1.7 million to
the former owner ("borrower") of CinemaSource (currently an employee of
CinemaSource) so that he could pay a portion of the taxes due resulting from the
sale of CinemaSource to Hollywood Media. Hollywood Media was obligated to make
this loan as part of the original purchase agreement to acquire CinemaSource.
Hollywood Media sold the note to an independent third party in 2000. The
outstanding balance of the loan at June 30, 2002 was $723,511 and is
collaterized by 301,191 shares of Hollywood Media stock that was pledged by the
borrower to the third party. The borrower on the note is obligated to pay to
Hollywood Media an amount equal to 50% of the value of the shares issued to
extend the maturity date of the note. Hollywood Media recorded $93,609 as
interest expense and $93,608 as other receivables for the six months ended June
30, 2002. The total amount due Hollywood Media and included in other receivables
at June 30, 2002 was $153,094.
In February 2002, Hollywood Media issued 1,163 shares of common stock
valued at $6,390 in connection with an amendment to a settlement agreement. The
shares were valued at the market price of the common stock on the date the
amendment was entered into.
On March 27, 2002, Hollywood Media issued 20,777 shares of common stock
valued at $136,920 for payment of Hollywood Media's 401(k) employer match for
calendar year 2001.
During the first quarter of 2002, Hollywood Media issued 54,392 shares
of unrestricted common stock valued at $293,095, calculated using the closing
market price on the various dates of issuance in accordance with the Hollywood
Media 2000 Stock Incentive Plan.
- 11 -
In May 2001, Hollywood Media sold 1,252,789 shares of common stock to
investors in a private placement. These investors were, under certain
circumstances entitled to receive additional shares of common stock upon
exercise of the series B adjustment warrants for no additional consideration if
the average market price of Hollywood Media's common stock falls below a
specified average price per share (currently set at $2.15) during the stated
adjustment periods (June 16, 2002 or September 16, 2002.) The series B warrants
are exercisable on the last day of each twenty trading day period beginning on
each of these two dates. The market price of the common stock under the series B
warrants is defined as the average of the ten lowest closing sales prices of the
common stock during the twenty trading days following each of these two dates,
but can be no less than $2.15. The number of shares issuable upon exercise of a
series B warrant on each of the two exercise dates is equal to (1) the lower of
$3.03 or market price minus the market price, divided by (2) the market price,
and multiplied by (3) a number of shares specified in each series B warrant. On
July 24, 2002, Hollywood Media issued 218,009 shares of common stock pursuant to
an exercise notice to an investor for the June 16, 2002 adjustment period, and
no further common shares are issuable to this investor in this private
placement. One of the investors, Societe Generale, failed to comply with certain
provisions of the Securities Purchase Agreement between the parties and
therefore Hollywood Media believes that Societe Generale is not entitled to any
of the additional 328,275 shares of common stock that may otherwise be issuable
to it under the warrants. On May 21, 2002, Hollywood Media entered into an
agreement with Velocity, an investor that participated in the May 2001 private
placement, to cancel the outstanding series B Warrant dated May 1, 2001 under
which 218,849 shares of common stock of Hollywood Media were issuable and in
consideration amended the terms of the Series A warrant dated May 1, 2001 held
by Velocity to change the exercise price of the Series A Warrant from $6.44 per
share to $5.25 per share. Therefore, no further shares will become issuable to
this investor on account of the Series B Warrant.
On May 15, 2002, Hollywood Media issued 28,571 shares of common stock
valued at $110,284 to the previous owner of BroadwayTheater.com under the terms
of an earn-out provision in the Asset Purchase Agreement. Pursuant to this
provision the previous owner is entitled to additional consideration if
specified gross profit targets are attained in each of the three years following
the acquisition. This stock issuance represents payment for year two of the
earn-out provision. The value of the shares was recorded as additional goodwill.
On June 28, 2002, Hollywood Media issued 21,969 shares of common stock
valued at $37,479 to the holders of the convertible debentures for interest due
for the period May 22, 2002 to June 30, 2002.
During the first quarter of 2002, Hollywood Media completed net
issuances of 34,644 shares of common stock upon the exercise of outstanding
stock options and warrants for which no proceeds were received.
Pursuant to Hollywood Media's stock repurchase plan, during the three
months ended June 30, 2002, Hollywood Media repurchased 111,600 shares of its
common stock for aggregate consideration of $329,531, or an average purchase
price of $2.95 per share.
During the six months ended June 30, 2002, Hollywood Media issued stock
options and warrants valued at $144,644 to independent third parties for
services rendered.
(7) FILMTRACKER TRANSACTION:
On January 14, 2002, Fountainhead Media Services ("FMS"),
FilmTracker's parent company, acquired a 20% equity interest in Baseline, Inc.
("Baseline"), a wholly owned subsidiary of Hollywood Media, for $4 million.
Consideration consisted of a $2 million
- 12 -
promissory note payable to Hollywood Media in installments over a five-year
period with a final payment of approximately $1.2 million, and the contribution
of the FilmTracker database, intellectual property rights, and all existing
contracts with a stated value of $2 million. The promissory note is secured by
the 20% equity interest in Baseline held by FMS. FMS will have the right to
convert its 20% equity interest in Baseline into common stock of Hollywood Media
at any time during the two-year period following the payment in full of the
promissory note based upon a multiple of Baseline's EBITDA (earnings before
interest, taxes, depreciation and amortization) for the year preceding the
conversion. For purposes of any such conversion, Hollywood Media's stock will be
valued at the greater of (i) $7.50 per share, and (ii) the average closing price
of the stock on the Nasdaq Stock Market for the 15 trading days preceding the
notice of conversion. Hollywood Media will also have the right to cause the
conversion of the equity interest in Baseline to Hollywood Media common stock at
any time after the earlier of the payment in full of the promissory note and
January 14, 2006. For accounting purposes this transaction is treated as an
acquisition of the FilmTracker assets in exchange for:
o an issuance of a five year option on Baseline stock with a $2 million
exercise price and
o the issuance of a put and call option on Hollywood Media common stock.
Management of Hollywood Media has preliminarily estimated the net value of the
option in Baseline stock and the put and call options in Hollywood Media common
stock as $3,145,211 and has assigned that value to the FilmTracker assets. The
purchase price of $3,145,211 was allocated as follows: 1) $1.5 million to fixed
assets (equipment, software, etc.) and 2) $1,645,211 to intangible assets
(amortization period is 5 years). The purchase price allocation is preliminary,
pending an appraisal by a third party.
(8) INVESTMENTS IN AND ADVANCES TO EQUITY METHOD INVESTEES:
Investments in and advances to equity method investees consist of the
following:
JUNE 30, DECEMBER 31,
2002 2001
-------------- ---------------
NetCo Partners (a) $ 1,117,696 $ 1,527,494
MovieTickets.com (b) (179,011) (4,975)
-------------- ---------------
$ 938,685 $ 1,522,519
============== ===============
(a) NETCO PARTNERS
Hollywood Media owns a 50% interest in a joint venture called NetCo
Partners. NetCo Partners is engaged in the development and licensing of Tom
Clancy's Net Force. This investment is recorded under the equity method of
accounting, recognizing 50% of NetCo Partners' income or loss as Equity in
Earnings - Investments. The revenues, gross profit and net income of NetCo
Partners for the six and three months ended June 30, 2002 and 2001 are presented
below:
- 13 -
SIX MONTHS ENDED JUNE 30, THREE MONTHS ENDED JUNE 30,
---------------------------------- -----------------------------------
2002 2001 2002 2001
-------------- --------------- ----------------- --------------
Revenues $ 936,706 $ 1,927,191 $ 172,301 $ 754,713
Gross Profit 715,132 1,576,844 136,810 578,058
Net Income 709,988 1,565,601 135,840 569,085
Hollywood Media's
share of net income 354,994 782,801 67,920 284,543
Hollywood Media and C.P. Group are each 50% partners in NetCo Partners.
C.P. Group contributed to NetCo Partners all rights to Tom Clancy's NetForce,
and Hollywood Media contributed to NetCo Partners all rights to Tad Williams'
MirrorWorld, Arthur C. Clarke's Worlds of Alexander, Neil Gaiman's Lifers, and
Anne McCaffrey's Saraband.
Pursuant to the terms of the NetCo Partners Joint Venture Agreement,
Hollywood Media is responsible for developing, producing, manufacturing,
advertising, promoting, marketing and distributing NetCo Partners' illustrated
novels and related products and for advancing all costs incurred in connection
therewith. All amounts advanced by Hollywood Media to fund NetCo Partners'
operations are treated as capital contributions of Hollywood Media and Hollywood
Media is entitled to a return of such capital contributions before distributions
of cash flow are split equally between Hollywood Media and C.P. Group.
NetCo Partners has signed several significant licensing agreements for
Tom Clancy's NetForce. These agreements include book licensing agreements for
North American rights to a series of adult and young adult books, an audio book
agreement and licensing agreements with various foreign publishers for rights to
publish Tom Clancy's NetForce books in different languages. These contracts
typically provide for payment of non-refundable advances to NetCo Partners upon
achievement of specific milestones, and for additional royalties based on sales
of the various products at levels in excess of the levels implicit in the
non-refundable advances. NetCo Partners recognizes revenue pursuant to these
contracts when the earnings process has been completed based on performance of
all services and delivery of completed manuscripts.
As of June 30, 2002, NetCo Partners has $2,649,435 in accounts
receivable. Management of NetCo Partners believes that these receivables will be
collected in full and no reserves have been established. These accounts
receivable are not included in Hollywood Media's consolidated balance sheets.
NetCo Partners' deferred revenues, consisting of cash advances received
but not yet recognized as revenue, amounted to $750,000 as of June 30, 2002.
These deferred revenues are not included in Hollywood Media's consolidated
balance sheets.
As of June 30, 2002, Hollywood Media has received cumulative profit
distributions from NetCo Partners since its formation totaling $7,857,819, in
addition to reimbursement of substantially all amounts advanced by Hollywood
Media to fund the operations of NetCo Partners.
(b) MOVIETICKETS.COM
Hollywood Media entered into a joint venture agreement on February 29,
2000 with the movie theater chains AMC Entertainment Inc. ("AMC") and National
Amusements, Inc. to form
- 14 -
MovieTickets.com, Inc. ("MovieTickets.com"). In August 2000, the joint venture
entered into an agreement with Viacom Inc. to acquire a five percent interest
in the joint venture for $25 million of advertising over 5 years. In addition
to the Viacom advertising and promotion, MovieTickets.com is promoted through
on-screen advertising on each participating exhibitor's movie screens. In March
2001, America Online Inc. ("AOL") purchased a non-interest bearing convertible
preferred equity interest in MovieTickets.com for $8.5 million in cash, which
can be converted into approximately 3% of the common stock of MovieTickets.com,
Inc. In connection with this transaction, MovieTickets.com's ticket inventory
is promoted through AOL's interactive properties and ticket inventory of AOL's
Moviefone is available on MovieTickets.com.
Hollywood Media owns 26.4% of the equity in MovieTickets.com, Inc. at
June 30, 2002. Excluding AOL's convertible preferred equity interest, Hollywood
Media shares in 27.1% of the income or losses generated by the joint venture.
This investment is recorded under the equity method of accounting, recognizing
27.1% of MovieTickets.com income or loss as Equity in Earnings - Investments.
Hollywood Media recorded losses of $124,036 and $178,914 for the six months
ended June 30, 2002 and 2001, respectively and $53,345 and $128,531 for the
three months ended June 30, 2002 and 2001, respectively in its investment in
MovieTickets.com. During 2000 Hollywood Media issued a warrant to AMC to acquire
90,573 shares of common stock at an exercise price of $17.875 per share valued
at $1,000,000. The fair market value of the warrant was recorded as additional
investment and is being amortized over a period of ten years.
MovieTickets.com is a leading destination for the purchase of movie
tickets through the Internet. Hollywood Media launched the MovieTickets.com web
site in May 2000 with several major theater exhibitors. The MovieTickets.com web
site allows users to purchase movie tickets and retrieve them at "will call"
windows or kiosks at theaters. The web site also features bar coded tickets that
can be printed at home and presented directly to the ticket taker at
participating theaters. The web site contains movie content from Hollywood.com
for all current and future release movies, movie reviews and synopses, digitized
movie trailers and photos, and box office results. The web site generates
revenues from service fees charged to users for the purchase of tickets and the
sale of advertising which includes ads on the "print-at-home" ticket. Service
fees on ticket sales were introduced in November 2000. MovieTickets.com's
current participating exhibitors include AMC Entertainment, Inc., National
Amusements, Inc., Famous Players, Inc., Hoyts Cinemas, Marcus Theaters,
Consolidated Theaters, and other regional exhibitors.
(9) BARTER TRANSACTIONS:
Barter arrangements are periodically entered into with other companies
to exchange advertising on each other's web sites. In January 2000, the Emerging
Issues Task Force ("EITF") of the FASB reached consensus on EITF Issue No.
99-17, "Accounting for Advertising Barter Transactions." As permitted under EITF
99-17 we adopted the consensus prospectively for transactions occurring after
January 20, 2000. EITF 99-17 allows gross reporting of advertising barter
transactions only where barter transactions can be supported by an equivalent
quantity of similar cash transactions.
Hollywood Media also records barter revenue and expense under an
agreement with the National Association of Theater Owners ("NATO"), which was
acquired through the acquisition of hollywood.com, Inc. in 1999. In connection
with the NATO contract, Hollywood Media also acquired rights and obligations
under ancillary agreements with individual theaters that
- 15 -
participate in the NATO organization. Pursuant to these agreements, Hollywood
Media provides them with movie showtime information and content as well as
hosting web sites for the theaters. In addition, Hollywood Media provides
ongoing web site maintenance services for each of the theaters including
providing promotional materials, movie and theater information, advertising and
editorial content. In exchange, the theaters promote the Hollywood.com web site
to movie audiences by airing movie trailers about Hollywood.com 40 out of 52
weeks per year, before feature films that play in most NATO-member theaters.
Hollywood Media records revenue and expense from these activities measured at
the fair value of the services exchanged.
Barter transactions by type for the six and three months ended June 30, 2002 and
2001 are as follows:
Six Months Ended June 30, Three Months Ended June 30,
---------------------------------- ----------------------------------
2002 2001 2002 2001
-------------- -------------- ------------- --------------
Barter Advertising $ 17,689 $ 77,139 $ 5,258 $ 24,009
Barter - NATO 1,338,788 1,490,875 593,350 745,437
-------------- -------------- ------------ --------------
$ 1,356,477 $ 1,568,014 $ 598,608 769,446
============== ============== ============ ==============
Barter transactions accounted for approximately 48% and 52% of net
Internet ad sales revenues for the six months ended June 30, 2002 and 2001,
respectively, and accounted for 45% and 50% of net Internet ad sales revenue for
the three months ended June 30, 2002 and 2001, respectively.
Barter transactions accounted for approximately 5% and 6% of net
revenues for the six months ended June 30, 2002 and 2001, respectively, and
accounted for 4% and 5% of net revenues for the three months ended June 30, 2002
and 2001, respectively.
(10) SEGMENT REPORTING:
Hollywood Media's main reportable segments are ticketing, business to
business, Internet ad sales and other, and intellectual properties. The
ticketing segment sells tickets to live theater events for Broadway,
off-Broadway and London, online and offline and to domestic and international
travel professionals including travel agencies and tour operators, educational
institutions and traveling consumers. The business to business segment licenses
entertainment content and data. The business to business segment includes
CinemaSource (which licenses movie showtimes and other movie content),
EventSource (which licenses local listings of events around the country) to
media, wireless and Internet companies, AdSource (which creates exhibitor paid
directory ads for insertion in newspapers around the country) and
Baseline/FilmTracker (a provider of information services to studios and
professionals in the feature film and television industries and a pay-per-use
subscription website geared towards professionals in the entertainment
industry, news and financial organizations). The Internet ad sales and other
segment sells advertising on Hollywood.com and Broadway.com web sites and
offers independent films to subscribers over the internet. The intellectual
properties segment owns or controls the exclusive rights to certain
intellectual properties created by best-selling authors and media celebrities,
which it licenses across all media. This segment also includes a 51% interest
in Tekno Books, a book development business. Hollywood Media's e-commerce
segment and retail segment were closed in January 2001 and December 1999,
respectively.
- 16 -
Management evaluates performance based on a comparison of actual
profit or loss from operations before income taxes, depreciation, interest, and
nonrecurring gains and losses to budgeted amounts and to forecasts. There are
no intersegment sales or transfers.
The following table illustrates the financial information regarding
Hollywood Media's reportable segments.
SIX MONTHS ENDED JUNE 30, THREE MONTHS ENDED JUNE 30,
----------------------------------- -------------------------------------
2002 2001 2002 2001
--------------- ---------------- --------------- ----------------
NET REVENUES:
Ticketing $ 22,203,365 $ 19,160,425 $ 13,163,210 $ 11,906,203
Business to Business 2,947,948 3,232,269 1,523,347 1,565,513
Internet Ad Sales and Other 2,839,520 2,993,889 1,342,174 1,528,987
Intellectual Properties 1,442,605 955,384 493,954 479,393
E-Commerce (A) - 15,499 - (402)
--------------- ---------------- --------------- ----------------
$ 29,433,438 $ 26,357,466 $ 16,522,685 $ 15,479,694
=============== ================ =============== ================
GROSS MARGIN:
Ticketing $ 3,147,614 $ 2,718,495 $ 2,001,837 $ 1,837,191
Business to Business 2,833,582 3,080,561 1,456,096 1,491,104
Internet Ad Sales and Other 2,629,402 2,868,480 1,232,889 1,410,607
Intellectual Properties 913,327 339,251 363,822 147,599
E-Commerce (A) - (10,596) - (917)
--------------- ---------------- --------------- ----------------
$ 9,523,925 $ 8,996,191 $ 5,054,644 $ 4,885,584
=============== ================ =============== ================
OPERATING INCOME (LOSS):
Ticketing $ 979,405 $ 546,152 $ 892,532 $ 660,016
Business to Business (B) (264,114) 373,526 (94,727) 98,706
Internet Ad Sales and Other (C) (10,926,017) (11,824,464) (5,605,575) (5,671,336)
Intellectual Properties 727,529 139,255 268,028 31,289
E-Commerce (A) - 11,130 - (8,419)
Retail (D) - 285,940 - 16,877
Corporate and other (4,381,816) (6,112,054) (1,970,865) (3,150,299)
--------------- ----------------- --------------- ----------------
$ (13,865,013) $ (16,580,515) $ (6,510,607) $ (8,023,166)
=============== ================= =============== ================
JUNE 30, 2002 DECEMBER 31, 2001
----------------- -------------------
SEGMENT ASSETS:
Ticketing $ 8,621,664 $ 9,278,211
Business to Business 4,175,243 1,033,270
Internet Ad Sales and Other 76,863,618 87,697,880
- 17 -
Intellectual Properties 456,557 334,356
Corporate and other 47,694,223 45,026,502
--------------- -----------------
$ 137,811,305 $ 143,370,219
=============== =================
(A) The e-commerce segment was closed in January 2001.
(B) Includes $261,399 in additional expenses for the six months ended June
30, 2002 relating to the closure of the New York Baseline office. The
Baseline operations were moved to the new Baseline office in
California.
(C) Includes $9,602,743 and $9,810,064 in amortization of CBS advertising
for the six months ended June 30, 2002 and 2001, respectively, and
$5,025,145 and $4,761,772 for the three months ended June 30, 2002 and
2001, respectively, used to promote Hollywood.com and Broadway.com.
(D) The retail segment was closed in December 1999. The operating income in
2001 results from the reversal of reserves for retail closure costs.
(11) COMMITMENTS AND CONTINGENCIES:
Hollywood Media is a party to various legal proceedings arising in the
ordinary course of business, including the proceeding described below. Hollywood
Media does not expect any of these legal proceedings to have a material adverse
impact on the financial condition or results of operations.
Water Garden Company, LLC, as Plaintiff, v. Hollywood Media Corp., a
Florida corporation; hollywood.com, Inc. a California corporation; and The
Tribune Company, (as successor in interest to the Times Mirror Company), as
Defendants; filed July 16, 2001 in the Superior Court of the State of California
for the County of Los Angeles. Water Garden Company, LLC has filed suit against
Hollywood Media and its subsidiary, hollywood.com, Inc., among others, claiming
damages as a result of alleged defaults by us under a lease for office space
entered into by hollywood.com, Inc. Hollywood Media believes that it has valid
defenses to such claims and therefore denies any liability. In the event
Hollywood Media is unsuccessful in its defense, management believes that there
will not be a material impact on Hollywood Media's financial condition.
(12) RECLASSIFICATION:
Certain amounts in the 2001 financial statements have been reclassified
to conform with the 2002 classification.
(13) SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:
For The Six Months Ended June 30, 2002:
o Capital lease transactions totaled $13,607.
- 18 -
o 54,392 shares of Hollywood Media common stock, valued at $293,095, were
issued under the Hollywood Media 2000 Stock Incentive Plan.
o Hollywood Media issued 1,163 shares of common stock, valued at $6,390,
to satisfy an outstanding obligation.
o 20,777 shares of Hollywood Media common stock, valued at $136,920 were
issued as payment of Hollywood Media's 401(k) employer match for
calendar year 2001.
o Hollywood Media issued 43,044 shares of common stock, valued at
$187,217, for the extension of a promissory note guaranteed by
Hollywood Media.
o 34,644 shares of Hollywood Media were issued for the net exercise of
stock options and warrants during the first quarter of 2002.
o Options and warrants, valued at $144,644, under Black Scholes, were
granted for services rendered.
o Hollywood Media issued 28,571 shares of common stock, valued at
$110,284, under the terms of an earn-out provision in accordance with
the acquisition of BroadwayTheater.com.
o Hollywood Media issued 21,969 shares of common stock, valued at $37,479
for interest due to the holders of the convertible debentures.
For The Six Months Ended June 30, 2001:
o Warrants to acquire 70,000 shares of common stock at exercise prices of
$3.00 and $4.25 per share and valued at $266,322 were granted to
placement agents for proceeds raised in August of 2000.
o Hollywood Media issued 160,000 shares of common stock valued at
$799,564 in exchange for payment of $799,564 in certain media, goods
and services statements of Hollywood Media by a third party.
o Capital lease transactions totaled $117,564.
o Hollywood Media issued 88,000 shares of common stock, valued at
$500,720, as a payment towards outstanding capital lease obligations.
o Hollywood Media issued 15,615 shares of common stock, valued at
$87,182, for the extension of a promissory note. Hollywood Media
recorded $43,591 as interest expense and $43,591 as other receivables.
- 19 -
o Hollywood Media issued 28,572 shares of common stock, valued at
$150,003, under the terms of an earn-out provision in accordance with
the acquisition of BroadwayTheater.com.
o Hollywood Media issued 270,210 shares of common stock for no proceeds
pursuant to the exercise of adjustment warrants, to the investors who
participated in the August 2000 private placement.
- 20 -
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion contains, in addition to historical
information, "forward-looking statements" with respect to Hollywood Media Corp.
("Hollywood Media") which represents Hollywood Media's expectations or beliefs,
including, but not limited to, statements concerning industry performance,
operations, performance, financial condition, acquisition and divestiture
strategies, margins, and growth in sales of our products. For this purpose, any
statements contained in this report that are not statements of historical fact
may be deemed to be forward-looking statements. Without limiting the generality
of the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "intend," "could," "estimate," or "continue" or the negative or
other variations thereof or comparable terminology are intended to identify
forward-looking statements. These statements by their nature involve substantial
risks and uncertainties, certain of which are beyond our control, and actual
results may differ materially depending on a variety of important factors.
Factors that may affect Hollywood Media's results and the market price of our
common stock include, but are not limited to, our continuing operating losses,
negative cash flows from operations and accumulated deficit, our limited
operating history, the need for additional capital to finance our operations,
the need to manage our growth and integrate new businesses into Hollywood Media,
our ability to develop strategic relationships, our ability to compete with
other Internet companies, technology risks and the general risk of doing
business over the Internet, future government regulation, dependence on our
founders, the interests of our largest shareholder, Viacom Inc., accounting
considerations related to our strategic alliance with Viacom Inc., the
volatility of our stock price, and the effects of outstanding warrants that
include market-based adjustment features. Hollywood Media is also subject to
other risks detailed herein or detailed in our Annual Report on Form 10-K for
the year ended December 31, 2001 and in other filings made by Hollywood Media
with the Securities and Exchange Commission.
OVERVIEW
Hollywood Media is a provider of entertainment-related information,
content and ticketing services to consumers and businesses. We manage a number
of integrated business units focused on Hollywood, Broadway, and the
entertainment industry. Hollywood Media derives a diverse stream of revenues
from this array of business units, including revenue from individual and group
Broadway ticket sales, business to business content syndication, subscription
fees, content licensing fees, advertising and book development. Due to a common
focus on the entertainment vertical, each of these business units supports the
others, with content shared between multiple business units and customers
cross-generated for one unit by another. For instance, our Hollywood.com
consumer content site funnels customers into our MovieTickets.com affiliate
while making use of movie listings supplied by our wholly owned CinemaSource
unit, which is the largest business to business supplier of movie showtimes, and
movie data supplied by our Baseline/FilmTracker business to business unit.
BUSINESS TO BUSINESS SYNDICATION DIVISIONS
CINEMASOURCE. CinemaSource is the largest supplier of movie showtimes
as measured by market share and compiles movie showtimes for every movie theater
in the United States and Canada, representing approximately 34,000 movie
screens. Since its start in 1995, CinemaSource has substantially increased its
operations and currently provides movie showtime listings to more than 200
newspapers, wireless companies, Internet sites, and other media outlets,
including newspapers, such as The New York Times and The Washington Post,
wireless companies such as
- 21 -
Sprint PCS, AT&T Wireless, Cingular Wireless, Verizon and Vindigo, Internet
companies including AOL's Digital City, MSN, Yahoo! and Lycos and other media
outlets.
CinemaSource also syndicates entertainment news, movie reviews, and
celebrity biographies. In addition to charging fixed amounts for the data that
it provides to its customers, CinemaSource often shares in the advertising
revenue generated by its customers in connection with the data.
EVENTSOURCE. We launched the EventSource business in mid-1999 as an
expansion of the operations of CinemaSource. EventSource compiles and syndicates
detailed information on community events in cities around the country, including
concerts and live music, sporting events, festivals, fairs and shows on
Broadway, of-Broadway, touring companies, community playhouses and dinner
theaters throughout North America and in London's West End. EventSource entered
into an agreement with AOL's Digital City in April 2000 to provide event
listings for up to 200 cities nationwide. In addition to Digital City, other
EventSource customers include Vindigo and the web site of The New York Times.
ADSOURCE. We launched AdSource in January 2002, as yet another
expansion of the CinemaSource operations. AdSource leverages the movie theater
showtimes from the CinemaSource data collection systems and our relationship
with various movie exhibitors to create exhibitor paid directory ads for
insertion in newspapers around the country. We are providing this service
nationally for our first customer, a major theater chain.
BASELINE/FILMTRACKER. During January 2002, we merged Baseline, our
pay-per-use subscription service, with FilmTracker, a leading provider of
information services to professionals in the feature film and television
industries. The new combined service, which is targeted at studios, production
companies, distributors, agents, managers, producers, news organizations, and
financial analysts, incorporates all of Baseline's data into FilmTracker's
user-friendly interface. The result is a film and television database that
contains over 1.5 million records, including over one million listings of people
in the media industry, 7,000 entertainment personality biographies, credits for
over 45,000 released feature films dating back 50 years, nearly 35,000
television series, miniseries, movies of the week and specials, over 11,000 film
and television projects in every stage of development and production, 1,800
movie reviews, box office grosses going back nearly 20 years including over
5,800 feature films, 16,000 company rosters and representation for about 19,000
entertainment professionals.
In connection with the launch of the combined service, we signed
multi-year licensing agreements with two major film studios during the first
quarter of 2002. Baseline customers also include Bloomberg, Daily Variety,
People Magazine, Lexis-Nexis, NBC, HBO, ABC, Paramount Pictures, 20th Century
Fox, DreamWorks, Sony Pictures, MGM, E! Entertainment Television, and the
Directors Guild of America. In connection with the merger that occurred on
January 14, 2002, FilmTracker's parent company, Fountainhead Media Services
("FMS"), acquired a 20% equity interest in Baseline, Inc. for $4 million, with
consideration consisting of a $2 million promissory note payable to Hollywood
Media in installments over a five-year period with a final payment of
approximately $1.2 million, and the contribution of the FilmTracker database,
intellectual property rights, and all existing contracts with a stated value of
$2 million. The promissory note is secured by the 20% equity interest in
Baseline held by FMS. FMS will have the right to convert its 20% equity interest
in Baseline into common stock of Hollywood Media at any time during the two-year
period following the payment in full of the promissory note based upon a
multiple of Baseline's EBITDA (earnings before interest, taxes, depreciation and
- 22 -
amortization) for the year preceding the conversion. For purposes of any such
conversion, Hollywood Media's stock will be valued at the greater of (i) $7.50
per share, and (ii) the average closing price of the stock on the Nasdaq Stock
Market for the 15 trading days preceding the notice of conversion. Hollywood
Media will also have the right to cause the conversion of the equity interest in
Baseline to Hollywood Media common stock at any time after the earlier of the
payment in full of the promissory note and January 14, 2006. For accounting
purposes this transaction is treated as an acquisition of the FilmTracker assets
in exchange for 1) an issuance of a five year option on Baseline stock with a $2
million exercise price and 2) the issuance of a put and call option on Hollywood
Media common stock.
TICKETING DIVISIONS
THEATRE DIRECT INTERNATIONAL, BROADWAY.COM AND 1-800-BROADWAY. We
acquired Theatre Direct International ("TDI") as of September 15, 2000. Founded
in 1990, TDI is a live theater ticketing wholesaler that provides groups and
individuals with access to theater tickets and knowledgeable service, covering
shows on Broadway, long running shows off-Broadway, shows in London's West End
theatre district and shows in Toronto. TDI sells tickets directly to travel
agents and tour groups. As a marketing agency, TDI represents numerous producers
and Broadway shows to the travel industry around the world. The Broadway shows
currently include Aida, Beauty and the Beast, Cabaret, Chicago, Contact, 42nd
Street, Harlem Song, Into the Woods, Les Miserables, Mamma Mia!, Oklahoma, Rent,
The Full Monty, The Graduate, The Lion King, The Phantom of the Opera,
Thoroughly Modern Millie, Urinetown and Metamorphoses. In addition, TDI's
education division, Broadway Classroom, markets group tickets to schools across
the country. We launched Broadway.com on May 1, 2000. Broadway.com features the
ability to purchase Broadway, off-Broadway and London's West End theater tickets
online. Our 1-800-BROADWAY number, which we acquired in October 2001, is
marketed in tandem by us with Broadway.com. TDI's offline ticketing service
complements the online ticketing services available on our Broadway.com and our
ticket sales through our 1-800-BROADWAY number. The combined businesses provide
live theater ticketing and related content for over 200 venues in multiple
markets to a customer base consisting of over 40,000 travel agencies, tour
operators, corporations and educational institutions, in addition to numerous
newspapers and web sites.
MOVIETICKETS.COM, INC. MovieTickets.com is a leading destination for
the purchase of movie tickets through the Internet. Hollywood Media launched the
MovieTickets.com web site in May 2000 with several major theatre exhibitors.
Hollywood Media currently owns 26.4% of the equity of MovieTickets.com, Inc.
MovieTickets.com, Inc. entered into an agreement with Viacom Inc. effective
August 2000 whereby Viacom Inc. acquired a five percent interest in
MovieTickets.com, Inc. for $25 million of advertising and promotion over five
years. In addition to the Viacom advertising and promotion, MovieTickets.com is
promoted through on-screen advertising in each participating exhibitor's movie
screens. In March 2001, AOL purchased a non-interest bearing convertible
preferred equity interest in MovieTickets.com for $8.5 million in cash, which
can be converted into approximately 3% of the common stock of MovieTickets.com,
Inc. In connection with that transaction, MovieTickets.com's ticket inventory is
promoted throughout America Online's interactive properties and ticket inventory
of AOL's Moviefone is available on MovieTickets.com. MovieTickets.com has been
selected by MSN Network, Yahoo!, and Lycos Entertainment as the exclusive
provider for online movie ticketing services.
MovieTickets.com. Inc.'s current participating exhibitors include AMC
Entertainment Inc., National Amusements, Inc., Famous Players Inc., Hoyts
Cinemas, Marcus Theaters,
- 23 -
Consolidated Theaters, and other regional exhibitors. A recent addition includes
theaters formerly owned by General Cinemas, which were acquired by AMC
Entertainment, Inc. These exhibitors operate theaters located in all of the top
20 markets and approximately 70% of the top 50 markets in the United States and
Canada and represent approximately 50% of the top 100 grossing theaters in North
America. The MovieTickets.com web site allows users to purchase movie tickets
and retrieve them at "will call" windows or kiosks at theaters. The web site
also features bar coded tickets that can be printed at home and presented
directly to the ticket taker at participating theaters. The web site contains
movie content from Hollywood Media's various divisions for all current and
future release movies, movie reviews and synopses, digitized movie trailers and
photos, and box office results. The web site generates revenues from service
fees charged to users for the purchase of tickets and the sale of advertising
which includes ads on the "print-at-home" ticket.
INTERNET DIVISIONS
HOLLYWOOD.COM. Hollywood.com is a premier entertainment related web
site featuring over one million pages of in-depth movie, television and other
entertainment content, including movie descriptions and reviews, digitized movie
trailers and photos, movie showtimes listings, entertainment news, box office
results, interactive games, movie soundtracks, television listings, concert
information, celebrity profiles and biographies, comprehensive coverage of
entertainment awards shows and film festivals and exclusive video coverage of
movie premieres.
We sell sponsorships and banner advertising on Hollywood.com through
relationships with advertising representative firms and through an internal
sales staff. Some of our recent advertisers include Citibank, Time, Inc.,
Kelloggs, M&M's, Microsoft, Best Buy, Disney, Fox Home Entertainment, Verizon
Wireless, The Sci-Fi Channel, HBO, Purina, People Magazine, Verisign, VISA,
Showtime and movie studios including New Line, Universal, Warner Brothers and
Sony.
Effective January 2000, we entered into a strategic, seven-year
relationship with CBS that provides for extensive promotion of the Hollywood.com
and Broadway.com web sites. Viacom has agreed to provide Hollywood.com and
Broadway.com with $105.5 million of promotion across certain of its media
properties, including the CBS television network, CBS owned and operated
television stations, the TNN and CMT cable networks, Infinity Broadcasting
Corporation's radio stations and Viacom Outdoor billboards and CBS syndicated
television and radio programs. The advertising provided by Viacom is valued
based upon the average price charged by Viacom for similar advertisements. To
supplement our internal sales efforts, we also have the right to reallocate a
portion of each year's advertising and promotion budget provided by Viacom and
require Viacom to sell up to $1.5 million of advertising on the Hollywood.com
and Broadway.com web sites. We have already exercised this right through
December 2003. We will pay an 8% commission on any additional advertising
revenues generated by Viacom for us in excess of the $1.5 million guaranteed
amount selected by us each year.
BROADWAY.COM. We launched Broadway.com on May 1, 2000. Broadway.com
features the ability to purchase Broadway, off-Broadway and London's West End
theater tickets online; theater showtimes for professional live theater venues
throughout the U.S. as well as London's West End and hundreds of college and
local live theater venues; the latest theater news; interviews with stage actors
and playwrights; opening-night coverage; original theater reviews; and video
excerpts from selected shows. Broadway.com also offers current box office
results, show synopses, cast and crew credits and biographies, digitized show
previews, digitized
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showtunes, and an in-depth Tony Awards(R) area. Broadway.com generates revenue
from the sale of tickets and advertising.
INTELLECTUAL PROPERTIES BUSINESS
INTELLECTUAL PROPERTIES. Our intellectual properties division owns the
exclusive rights to intellectual properties, which are complete stories and
ideas for stories, created by best-selling authors and media celebrities. Some
examples of our intellectual properties are Anne McCaffrey's Acorna the Unicorn
Girl, Leonard Nimoy's Primortals, and Mickey Spillane's Mike Danger. We license
rights to our intellectual properties to companies such as book publishers, film
and television studios, multi-media software companies and producers of other
products. These licensees develop books, television series and other products
based on the intellectual properties licensed from us. We generally obtain the
exclusive rights to the intellectual properties and the right to use the
creator's name in the titles of the intellectual properties (e.g., Mickey
Spillane's Mike Danger and Leonard Nimoy's Primortals).
NETCO PARTNERS. In June 1995, Hollywood Media and C.P. Group Inc.
("C.P. Group"), entered into an agreement to form NetCo Partners. NetCo Partners
owns Tom Clancy's NetForce. Hollywood Media and C.P. Group are each 50% partners
in NetCo Partners. Tom Clancy is a shareholder of C.P. Group. At the inception
of the partnership, C.P. Group contributed to NetCo Partners all rights to Tom
Clancy's NetForce, and Hollywood Media contributed to NetCo Partners all rights
to Tad Williams' MirrorWorld, Arthur C. Clarke's Worlds of Alexander, Neil
Gaiman's Lifers, and Anne McCaffrey's Saraband. NetCo Partners licensed Tom
Clancy's NetForce to Putnam Berkley for a series of mass market paperbacks and
to ABC Television for a television mini-series and video distribution in
accordance with the terms of the partnership agreement and the other properties
have reverted back to Hollywood Media.
BOOK DEVELOPMENT AND BOOK LICENSING. Our intellectual properties
division also includes a book development and book licensing business through
our 51% owned subsidiary, Tekno Books, that develops and executes book projects,
typically with best-selling authors. Tekno Books has worked with approximately
50 New York Times best-selling authors, including Tom Clancy, Jonathan
Kellerman, Dean Koontz, Tony Hillerman, Robert Ludlum and Scott Turow, and
numerous media celebrities, including David Copperfield, Louis Rukeyser and
Willard Scott. Our intellectual properties division has licensed books for
publication with more than 60 book publishers, including HarperCollins, Bantam
Doubleday Dell, Random House, Simon & Schuster, Penguin Putnum and Warner Books.
The book development and book licensing division has a library of more than
1,300 books. Another 2,620 foreign editions and other editions (audio,
paperback, etc.) of these books have been sold to 330 publishers around the
world, and published in 33 languages. Tekno Books has approximately 300
forthcoming books under contract. We believe the library of books is valuable as
many of the books can be resold and reissued in future years, and also moved
into various electronic formats. We are expanding into one of the largest areas
of publishing, which is romance fiction, and the fastest growing area of
publishing, which is the Christian book market. The Chief Executive Officer of
Tekno Books, Dr. Martin H. Greenberg, is also a director of Hollywood Media and
owner of the remaining 49% interest in Tekno Books.
RESULTS OF OPERATIONS
The following table summarizes Hollywood Media's revenues, cost of
revenues and gross margin by reportable segment for the six months ended June
30, 2002 ("Y2-02") and 2001
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("Y2-01"), and the three months ended June 30, 2002 ("Q2-02") and 2001 ("Q2-01")
respectively:
BUSINESS TO INTERNET AD INTELLECTUAL
TICKETING BUSINESS SALES PROPERTIES* E-COMMERCE TOTAL
AND OTHER
-------------- ------------- ---------------- ---------------- -------------- ---------------
Y2-02
- -----
Net Revenues $ 22,203,365 $ 2,947,948 $ 2,839,520 $ 1,442,605 $ - $ 29,433,438
Cost of Revenues 19,055,751 114,366 210,118 529,278 - 19,909,513
-------------- ------------- ---------------- ---------------- -------------- ---------------
Gross Margin $ 3,147,614 $ 2,833,582 $ 2,629,402 $ 913,327 $ - $ 9,523,925
============== ============= ================ ================ ============== ===============
Y2-01
- -----
Net Revenues $ 19,160,425 $ 3,232,269 $ 2,993,889 $ 955,384 $ 15,499 $ 26,357,466
Cost of Revenues 16,441,930 151,708 125,409 616,133 26,095 17,361,275
-------------- ------------- ---------------- ---------------- -------------- ---------------
Gross Margin $ 2,718,495 $ 3,080,561 $ 2,868,480 $ 339,251 $ (10,596) $ 8,996,191
============== ============= ================ ================ ============== ===============
Q2-02
- -----
Net Revenues $ 13,163,210 $ 1,523,347 $ 1,342,174 $ 493,954 $ - $ 16,522,685
Cost of Revenues 11,161,373 67,251 109,285 130,132 - 11,468,041
-------------- ------------- ---------------- ---------------- -------------- ---------------
Gross Margin $ 2,001,837 $ 1,456,096 $ 1,232,889 $ 363,822 $ - $ 5,054,644
============== ============= ================ ================ ============== ===============
Q2-01
- -----
Net Revenues $ 11,906,203 $ 1,565,513 $ 1,528,987 $ 479,393 $ (402) $ 15,479,694
Cost of Revenues 10,069,012 74,409 118,380 331,794 515 10,594,110
-------------- ------------- ---------------- ---------------- -------------- ---------------
Gross Margin $ 1,837,191 $ 1,491,104 $ 1,410,607 $ 147,599 $ (917) $ 4,885,584
============== ============= ================ ================ ============== ===============
- -----------------
*This does not include our 50% interest in NetCo Partners which is
accounted for under the equity method of accounting and is reported as equity in
earnings of investments.
COMPOSITION OF OUR SEGMENTS IS AS FOLLOWS:
o TICKETING - Includes our TDI ticketing business as well as our Broadway.com
online ticketing operations and our 1-800-BROADWAY operations.
o BUSINESS TO BUSINESS - Includes our CinemaSource, EventSource, AdSource,
and Baseline/FilmTracker syndication operations.
o INTERNET AD SALES AND OTHER - Includes advertising sold on the web sites
Hollywood.com and Broadway.com, the AlwaysI subscription service which
offers films to subscribers over the Internet and barter revenues derived
from the collection and compilation of movie showtimes data and the hosting
of web sites for movie theaters in exchange for advertising services from
the theaters.
- 26 -
o INTELLECTUAL PROPERTIES - Includes our book development and book licensing
operation through our 51% owned subsidiary Tekno Books. This segment does
not include our 50% interest in NetCo Partners.
o E-COMMERCE - Hollywood Media exited the e-commerce business in January
2001.
NET REVENUES
Total net revenues were $29,433,438 for Y2-02 as compared to
$26,357,466 for Y2-01, an increase of $3,075,972 or 12%. Total net revenues were
$16,522,685 for Q2-02 as compared to $15,479,694 for Q2-01, an increase of
$1,042,991 or 7%. The increase in revenue for both periods presented was
primarily due to an increase in net ticketing revenues. Non-cash barter revenue
was $1,356,477 and $1,568,014 for Y2-02 and Y2-01, respectively and $598,608 and
$769,446 for Q2-02 and Q2-01, respectively. Barter revenue as a percentage of
total net revenue was 5% and 6% for Y2-02 and Y2-01, respectively and 4% and 5%
for Q2-02 and Q2-01, respectively. In Y2-02 net revenues were derived 75% from
ticketing, 10% from business to business, 10% from Internet ad sales and other
and 5% from intellectual properties. In Q2-02 net revenues were derived 80% from
ticketing, 9% from business to business, 8% from Internet ad sales and other and
3% from intellectural properties.
Ticketing revenues were $22,203,365 and $19,160,425 for Y2-02 and
Y2-01, respectively an increase of $3,042,940 or 16%. Ticketing revenues were
$13,163,210 and $11,906,203 for Q2-02 and Q2-01, respectively an increase of
$1,257,007 or 11%. Ticketing revenues increased from sales to individuals and
also in part due to our participation in the NYC & Co. "Red, White and Blue
Freedom Package" promotion aimed at bringing groups of tourists to New York
City, following the events of September 11, 2001. TDI is the exclusive supplier
of Broadway theater tickets for these packages. Ticketing revenue is generated
from the sale of live theater tickets for Broadway, off-Broadway and London both
online (Broadway.com) and offline (1-800-BROADWAY), to domestic and
international travel professionals, traveling consumers and New York area
theater patrons. Ticketing revenue is recognized on the date of performance of
the show.
Business to business revenues (which includes CinemaSource,
EventSource, AdSource and Baseline/FilmTracker) were $2,947,948 for Y2-02 as
compared to $3,232,269 for Y2-01, a decrease of $284,321 or 9%. Business to
business revenues were $1,523,347 for Q2-02 as compared to $1,565,513 for Q2-01,
a decrease of $42,166 or 3%. The decrease in business to business revenues in
Y2-02 as compared to Y2-01 is primarily attributable to the loss of
technology-based customers of CinemaSource that ceased operations during fiscal
year 2001, offset by an increase in revenues from the AdSource and Baseline
operations. Our growth trend has been positive for three consecutive quarters
for our CinemaSource business. Revenue for CinemaSource and EventSource is
generated by the licensing of movie, event and theater showtimes and other
information to other media outlets and Internet companies including newspapers
such as the New York Times and The Washington Post, Internet companies including
AOL's Digital City, MSN, Lycos, and Yahoo! and wireless providers such as AT&T
Wireless, Cingular Wireless, Sprint PCS and Verizon. AdSource generates revenues
by creating exhibitor paid directory ads for insertion in newspapers around the
country. Baseline/FilmTracker generates revenues from the syndication of its
data, licensing information to professionals in the feature film and television
industries as well as operating a pay-per-use subscription web site geared
towards professionals in the entertainment industry. The increase in Baseline
revenue is
- 27 -
a result of the combination of Baseline with FilmTracker.com on January 14,
2002, and reflects revenue from customers for unlimited data access for one
monthly fee. This model is used to target the larger customer, mainly film
studios that use the combined Baseline/FilmTracker product. We signed multi-year
licensing agreements with two major film studios during the first quarter of
2002.
Internet ad sales and other revenue was $2,839,520 for Y2-02 and
$2,993,889 for Y2-01, a decrease of $154,369 or 5%. Internet ad sales and other
revenue was $1,342,174 for Q2-02 as compared to $1,528,987 for Q2-01, a decrease
of $186,813 or 12%. The decrease in revenues is primarily attributable to a
decrease in revenue recorded from barter transactions. The number of unique
visitors to Hollywood.com was 12,885,000 for Y2-02 as compared to 5,791,000 for
Y2-01, an increase of 7,094,000 or 123%, and 6,094,000 for Q2-02 as compared to
3,384,000 for Q2-01, an increase of 2,710,000 or 80% as reported by Media
Metrix. Internet ad sales revenue is generated from the sale of sponsorships and
banner advertisements on Hollywood.com and Broadway.com. Included in Internet ad
sales and other are non-cash barter revenues of $1,356,477 and $1,568,014 for
Y2-02 and Y2-01, respectively and $598,608 and $769,446 for Q2-02 and Q2-01,
respectively. As a percentage of Internet ad sales and other, barter revenues
comprised 48% and 52% of Internet ad sales and other for Y2-02 and Y2-01,
respectively and 45% and 50% for Q2-02 and Q2-01, respectively. Hollywood Media
records two types of barter revenue related to Internet advertising as more
fully described below.
Barter transactions that generate non-cash advertising revenue
(included in Internet ad sales and other revenues), in which Hollywood Media
received advertising in exchange for content advertising on its web site was
$17,689 for Y2-02 and $77,139 for Y2-01, a reduction of $59,450 or 77% and
accounted for less then 1% total net revenue for Y2-02 and Y2-01. Barter
transactions were $5,258 and $24,009 for Q2-02 and Q2-01, respectively.
Hollywood Media records barter revenue only in instances where the fair value of
the advertising surrendered can be determined based on our historical practice
of receiving cash for similar advertising. Although management is focused on
maximizing cash advertising revenue, we will continue to enter into a small
number of barter relationships when deemed appropriate as a cashless method to
market our business.
Hollywood Media also records barter revenue and an equal amount of
expense earned under a contract with The National Association of Theater Owners
("NATO"), which Hollywood Media acquired through its acquisition of
hollywood.com, Inc. on May 20, 1999. This income is included in Internet ad
sales and other revenue. Through the NATO contract, Hollywood Media promotes its
web site to movie audiences by airing movie trailers about Hollywood.com, 40 out
of 52 weeks per year, before feature films that play in many NATO-member
theaters. In exchange, Hollywood Media hosts web sites for member theaters and
collects and compiles movie showtimes for exhibiting NATO members as well as
providing promotional materials and movie information and editorial content.
Hollywood Media recorded $1,338,788 and $1,490,875 in promotional non-cash
revenue and non-cash expense for Y2-02 and Y2-01, respectively and accounted for
5% and 6% of total net revenues for Y2-02 and Y2-01, respectively. Hollywood
Media recorded $593,350 and $745,437 in promotional non-cash revenue and
non-cash expense included in selling and marketing expense under the NATO
contract for Q2-02 and Q2-01, respectively. Barter revenue from NATO recorded
accounted for 4% and 5% of total net revenue for Q2-02 and Q2-01 respectively.
Revenues from our intellectual properties division were $1,442,605 for
Y2-02 as compared to $955,384 for Y2-01, an increase of $487,221 or 51%.
Revenues were $493,954 for
- 28 -
Q2-02 as compared to $479,393 for Q2-01, an increase of $14,561 or 3%. The
increase in revenues is attributable to a greater number of manuscripts being
delivered and royalties earned in Y2-02 and Q2-02 as compared to Y2-01 and
Q2-01. The intellectual properties division generates revenues from several
different activities including book development and licensing, intellectual
property licensing. Revenues vary quarter to quarter dependent on the timing of
the delivery of the manuscripts to the publishers. Revenues are recognized when
the earnings process is complete and ultimate collection of such revenues is no
longer subject to contingencies.
Our E-commerce division was closed in January 2001.
COST OF REVENUES
Cost of revenues was $19,909,513 for Y2-02 as compared to $17,361,275
for Y2-01, an increase of $2,548,238 or 15%. Cost of revenues increased to
$11,468,041 for Q2-02 from $10,594,110 for Q2-01, an increase of $873,931 or 8%.
The increase in the cost of revenues is primarily the result of an increase in
ticketing revenues. The ticketing segment accounts for 96% and 97% of the cost
of revenues for Y2-02 and Q2-02, respectively. Cost of revenue consists
primarily of the cost of tickets and credit card fees for the ticketing segment;
commissions due to advertising agencies, advertising rep firms and other third
parties for revenue generated from the business to business and Internet ad
sales and other segments; and fees and royalties paid to authors and co-editors
for the intellectual properties segment.
GROSS MARGIN
Gross margin was $9,523,925 for Y2-02 as compared to $8,996,191 for
Y2-01, an increase of $527,734 or 6% and $5,054,644 for Q2-02 as compared to
$4,885,584 for Q2-01, an increase of $169,060 or 3%. Gross margin increased
predominately because of the increases in revenue in Y2-02 and Q2-02 from our
ticketing and intellectual properties segments. As a percentage of net revenues
the gross margin percentage in Y2-02 was 32% as compared to 34% in Y2-01. As a
percentage of net revenue gross margin in Q2-02 was 31% as compared to 32% in
Q2-01. The decrease in gross margin percentage in Y2-02 is attributable to an
increased percentage of our revenues being generated from ticketing, which
generate lower gross margins than our other business segments. In addition, the
gross margins generated from our participation in the "Red, White and Blue
Freedom Package" promotion were lower than normal due to the nature of the
campaign.
EQUITY IN EARNINGS OF INVESTMENTS
Equity in earnings of investments consists of the following:
Six Months Ended June 30, Three Months Ended June 30,
--------------------------------------- --------------------------------------
2002 2001 2002 2001
----------------- ---------------- ----------------- -----------------
NetCo Partners (a) $ 354,994 $ 782,801 $ 67,920 $ 284,543
MovieTickets.com (b) (124,036) (178,914) (53,345) (128,531)
Beach Wrestling LLC (c) - (127,253) - (127,253)
----------------- ---------------- ----------------- -----------------
$ 230,958 $ 476,634 $ 14,575 $ 28,759
================= ================ ================= =================
- 29 -
(a) NetCo Partners
NetCo Partners owns Tom Clancy's NetForce and is primarily engaged
in the development and licensing of Tom Clancy's Net Force. NetCo Partners
recognizes revenues when the earnings process has been completed based on the
terms of the various agreements, generally upon the delivery of the manuscript
to the publisher and at the point where ultimate collection is substantially
assured. When advances are received prior to completion of the earnings process,
NetCo Partners defers recognition of revenue until the earnings process has been
completed. Hollywood Media owns 50% of NetCo Partners and accounts for its
investment under the equity method of accounting. Hollywood Media's 50% share of
earnings was $354,994 for Y2-02 as compared to $782,801 for Y2-01, a decrease of
$427,807 and $67,920 for Q2-02 as compared to $284,543 for Q2-01, a decrease of
$216,623.
(b) MovieTickets.com
Hollywood Media owns 26.4% of the total equity in MovieTickets.com,
Inc. joint venture at June 30, 2002. Hollywood Media records its investment in
MovieTickets.com, Inc. under the equity method of accounting, recognizing its
percentage of ownership of MovieTickets.com income or loss as equity in earnings
of investments. Excluding AOL's three percent convertible preferred equity
interest, Hollywood Media shares in 27.1% of the losses or income generated by
the joint venture. We recorded losses of $124,036 and $178,914 in Y2-02 and
Y2-01, respectively and $53,345 and $128,531 in Q2-02 and Q2-01, respectively in
our investment in MovieTickets.com. The web site generates revenues from service
fees charged to users for the purchase of tickets and the sale of advertising
which includes ads on the "print-at-home" ticket.
(c) Beach Wrestling LLC
For the six months ended June 30, 2001, Hollywood Media recorded
$127,253 in losses from its investment in Beach Wrestling LLC. As of December
31, 2001 operations have ceased and we do not anticipate any further obligations
with respect to this joint venture.
OPERATING EXPENSES
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses decreased $25,457 or 1% to $3,097,661 for Y2-02 from $3,123,118 for
Y2-01, and decreased $453,282 or 27% to $1,245,679 for Q2-02 from $1,698,961 for
Q2-01. The decrease of general and administrative expenses in Q2-02 is
attributable to an overall reduction in expenses due to cost saving measures
implemented during 2001. General and administrative expenses consist of
occupancy costs, production costs, human resources and administrative expenses,
professional and consulting fees, telecommunication costs, provision for
doubtful accounts receivable and general insurance costs. As a percentage of
revenue, general and administrative expenses decreased to 11% for Y2-02 from 12%
for Y2-01 and decreased to 8% for Q2-02 from 11% for Q2-01.
- 30 -
SELLING AND MARKETING EXPENSES. Selling and marketing expenses
decreased $244,784 or 12% to $1,787,711 for Y2-02 from $2,032,495 for Y2-01 and
decreased $245,123 or 22% to $861,779 for Q2-02 from $1,106,902 for Q2-01. The
decreases are attributable to a decrease in non-cash barter transactions.
Selling and marketing expenses includes advertising, marketing, promotional,
business development and public relations expenses. Also included in selling and
marketing expenses are non-cash barter transactions of $1,356,477 and $1,568,014
for Y2-02 and Y2-01, respectively and $598,608 and $769,446 for Q2-02 and Q2-01,
respectively. Barter transactions accounted for approximately 76% and 77% of
selling and marketing expense Y2-02 and Y2-01, respectively, and 69% and 70% for
Q2-02 and Q2-01, respectively. As a percentage of revenue, selling and marketing
expenses decreased to 6% for Y2-02 from 8% for Y2-01 and decreased to 5% for
Q2-02 from 7% for Q2-01.
SALARIES AND BENEFITS. Salaries and benefits increased $829,507 or 13%
to $7,053,087 for Y2-02 from $6,223,580 for Y2-01 and increased $386,223 or 12%
to $3,489,967 for Q2-02 from $3,103,744 for Q2-01. This increase is attributable
to the increase in non-cash amortization of deferred compensation of $1,038,227
for Y2-02 and $519,113 for Q2-02. Excluding the non-cash amortization of
deferred compensation, salaries and benefits decreased $208,720 or 3% in Y2-02
and $132,890 or 4% in Q2-02 as compared to Y2-01 and Q2-01, respectively. As a
percentage of revenue, salaries and benefits was 24% for Y2-02 and Y2-01 and
increased to 21% for Q2-02 from 20% for Q2-01.
AMORTIZATION OF CBS ADVERTISING. Amortization of CBS advertising
relating to the agreement with Viacom was $9,602,743 and $9,810,064 for Y2-02
and Y2-01, respectively, and $5,025,145 and $4,761,772 for Q2-02 and Q2-01,
respectively. Under the agreement with Viacom, Hollywood Media issued shares of
common stock and warrants in exchange for cash and CBS's advertising and
promotional efforts over seven years across its full range of media properties.
The fair value of the common stock and warrants issued to Viacom has been
recorded in the balance sheet as deferred advertising and is being amortized as
the advertising is used each related contract year. The advertising contract
year begins on October 1 and ends September 30.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization was
$1,847,736 for Y2-02 and $4,387,449 for Y2-01, representing a decrease of
$2,539,713 or 58%, and $942,681 for Q2-02 and $2,237,371 for Q2-01, representing
a decrease of $1,294,690 or 58%. The decrease is primarily attributable to the
cessation of amortization of goodwill on January 1, 2002 in accordance with SFAS
No. 142.
INTEREST EXPENSE. Interest expense was $455,328 for Y2-02 as compared
to $235,075 for Y2-01, an increase of $220,253 or 94%, and $237,705 for Q2-02 as
compared to $179,439 for Q2-01, an increase of $58,266 or 32%. The increase for
Y2-02 is primarily attributable to interest charges and amortization of the
beneficial conversion feature related to the convertible debentures of $142,008,
non-cash charges of $93,609 related to the extension of a promissory note
guaranteed by Hollywood Media and a $50,000 fee to extend the term of notes
payable.
INTEREST INCOME. Interest income was $10,231 for Y2-02 as compared to
$79,330 for Y2-01, a decrease of $69,099 and $7,209 for Q2-02 as compared to
$29,605 for Q2-01, a decrease of $22,396.
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LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2002, we had cash and cash equivalents of $3,163,451
compared to cash and cash equivalents of $1,980,966 at December 31, 2001.
Working capital at June 30, 2002, which included $18,310,392 in deferred CBS
advertising was $18,539,157 as compared to working capital of $10,307,769 at
December 31, 2001 which included $13,054,321 in deferred CBS advertising. Net
cash used in operating activities during the six months ended June 30, 2002 was
$1,872,450, primarily resulting from a decrease in deferred revenue for our
ticketing division and an increase in prepaid expenses for business insurance.
Net cash used in investing activities was $1,050,709 and was comprised entirely
of capital expenditures, while $4,105,644 in cash was provided by financing
activities which was primarily due to the issuance of the convertible
debentures. As a result of the above, cash and cash equivalents increased by
$1,182,485 for the six months ended June 30, 2002. In comparison, during the six
months ended June 30, 2001, net cash used in operating activities was
$2,198,218, net cash used in investing activities was $267,891, and $5,034,223,
in cash was provided by financing activities. Net cash used in operating
activities improved by $325,768 or 15% from $2,198,218 for Y2-01 to $1,872,450
for Y2-02.
In the event that we require additional funding, Hollywood Media's
Chairman of the Board and Chief Executive Officer and Hollywood Media's Vice
Chairman and President, have indicated their intention to provide to Hollywood
Media, if required, with an amount not to exceed $5 million in order to enable
us to meet our working capital requirements during 2002; provided, however, that
the commitment will be reduced dollar for dollar to the extent Hollywood Media
raises no less than $5 million from other sources and such additional funding is
not expended on acquisitions. This commitment terminates May 21, 2003. The
proceeds received from the issuance of the Senior Convertible Debentures in May
2002 did not reduce the amount of the commitment. There was no outstanding
balance under this commitment at June 30, 2002.
On May 22, 2002, Hollywood Media issued an aggregate of $5.7 million in
principal amount of 6% Senior Convertible Debentures due May 22, 2005 (the
"Debentures") to a group of four institutional investors, including existing
shareholders of Hollywood Media. Mitchell Rubenstein, the Chairman of the Board
and Chief Executive Officer and Laurie S. Silvers, the Vice Chairman and
President of Hollywood Media participated in the financing with a $500,000 cash
investment. The Debentures are convertible at the option of the investors at any
time through May 22, 2005 into shares of Hollywood Media common stock, par value
$0.01 per share, at a conversion price of $3.46 per share. In addition,
Hollywood Media can elect at its option to convert the convertible debentures if
the debentures are still outstanding at maturity, subject to certain conditions.
Prior to conversion, the Debentures bear interest at 6% per annum, payable
quarterly in common stock or cash at the option of Hollywood Media. The
investors also received fully vested detachable warrants to acquire at any time
through May 22, 2007 an aggregate of 576,590 shares of common stock at exercise
prices ranging from $3.78 to $3.91 per share. If on May 22, 2003, an investor
holds (net of any short position) at least seventy-five percent of such
investor's shares of common stock issued or issuable to such investor under the
Debentures, then the exercise price of the warrants held by such investor will
decrease to $3.46 per share which equals the conversion price of the debenture.
The Debentures and Warrants contain anti-dilution provisions as more fully
described in the agreements. In addition, the investors will have the right to
purchase an aggregate of $1 million in principal amount of additional Debentures
on the same terms at any time through May 22, 2003. A total of $280,287 in fees
were incurred for the convertible debentures, including $161,695 in fees paid to
a placement agent ($130,000 in cash and a warrant valued at $31,695, with
substantially the same terms as debenture holders.)
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In 2001, Hollywood Media entered into an agreement with a third party
whereby we monetized a certain portion of our accounts receivable. Hollywood
Media receives an initial advance of 80% of the invoice amount, with the
remaining 20%, less fees, transferred to Hollywood Media upon payment by the
customer to the third party. At June 30, 2002 and December 31, 2001, a liability
of $340,331 and $341,856, respectively, was recorded for advances that had been
paid to Hollywood Media but remain payable by Hollywood Media's customers to the
third party.
Hollywood Media issued a total of 40,344 shares of common stock valued
at $187,217 during 2002 to extend the term of a promissory note that Hollywood
Media guaranteed. In 1999, Hollywood Media loaned approximately $1.7 million to
the former owner ("borrower") of CinemaSource (currently an employee of
CinemaSource) so that he could pay a portion of the taxes due resulting from the
sale of CinemaSource to Hollywood Media. Hollywood Media was obligated to make
this loan as part of the original purchase agreement to acquire CinemaSource.
Hollywood Media sold the note to an independent third party in 2000. The
outstanding balance of the loan at June 30, 2002 was $723,511 and is
collaterized by 301,191 shares of Hollywood Media stock that was pledged by the
borrower to the third party. The borrower on the note is obligated to pay to
Hollywood Media an amount equal to 50% of the value of the shares issued to
extend the maturity date of the note.
CRITICAL ACCOUNTING POLICIES
The consolidated financial statements include the accounts of Hollywood
Media and all majority-owned subsidiaries. The consolidated financial statements
are prepared in conformity with accounting principles generally accepted in the
United States of America. As such, we are required to make certain estimates,
judgments and assumptions that we believe are reasonable based upon the
information available. These estimates and assumptions affect the reported
amounts of assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the periods presented. The
significant accounting policies which we believe are among the most critical to
aid in fully understanding and evaluating our reported financial results include
the following:
Ticketing Revenue Recognition
Ticket revenue is derived from the sale of live theater tickets for
Broadway, off-Broadway and London shows to individuals, groups, travel agencies,
tour groups and educational facilities. Revenue recognition is deferred on
ticket sales until performance has taken place. Ticket revenue and cost of
revenue are recorded on a gross basis.
Advertising Costs
Hollywood Media expenses the cost of advertising as incurred or when
such advertising initially takes place. In the first quarter of 2000, Hollywood
Media issued common stock and warrants to CBS with a fair value of approximately
$137 million in exchange for approximately $105 million of advertising on CBS
properties to be received over a period of seven years. Hollywood Media is
entitled to utilize a specified portion of this advertising each contract year.
The deferred advertising is carried on Hollywood Media's balance sheet as a
deferred asset and is being amortized over the contract period as the
advertising is utilized. Advertising expense recorded related to CBS advertising
for six months ended June 30, 2002 and 2001 was $9,602,743 and $9,810,064,
respectively, and for the three months ended June 30, 2002 and 2001
- 33 -
was $5,025,145 and $4,761,772, respectively, and is separately reported in the
accompanying consolidated statements of operations under the caption
"Amortization of CBS advertising." These CBS advertising expenses are non-cash.
Barter Transactions
Hollywood Media records barter revenue and expense under the NATO
contract, which Hollywood Media acquired through its acquisition of
hollywood.com, Inc. in 1999. In connection with the NATO contract, Hollywood
Media also acquired rights and obligations under ancillary agreements with
individual theaters that participate in the NATO organization. Pursuant to these
agreements, Hollywood Media collects and compiles movie showtimes data for NATO
member theaters and hosts web sites for each of the theaters so as to display
the movie showtimes and other information about the theater. In addition,
Hollywood Media provides ongoing web site maintenance services for each of the
theaters including providing promotional materials, movie and theater
information, advertising and editorial content. In exchange, the theaters
promote the hollywood.com web site to movie audiences by airing movie trailers
about Hollywood.com, 40 out of 52 weeks per year, before feature films that play
in many NATO-member theaters. Hollywood Media records revenue and expense from
these activities measured at the fair value of the services exchanged in
accordance with Accounting Principles Board Opinion ("APB") No. 29, "Accounting
for Nonmonetary Transactions."
Stock Based Compensation
Statement of Financial Accounting Standards ("SFAS") No. 123,
"Accounting for Stock-Based Compensation," allows either adoption of a fair
value method of accounting for stock-based compensation plans or continuation of
accounting under APB No. 25, "Accounting for Stock Issued to Employees," and
related interpretations with supplemental disclosures. Hollywood Media has
chosen to account for all stock-based arrangements under which employees receive
shares of Hollywood Media's stock under APB 25 and make the related disclosures
required by SFAS No. 123. Stock options and warrants granted to non-employees
are accounted for under the fair value method prescribed by SFAS No. 123 and
related interpretations.
Impairment of Long-Lived Assets
In June 2001, the Financial Accounting Standards Board issued SFAS No.
142, "Goodwill and Other Intangible Assets." Under SFAS No. 142, goodwill and
intangible assets acquired after June 30, 2001 were no longer subject to
amortization. Goodwill and intangibles with indefinite lives acquired prior to
June 30, 2001 ceased to be amortized beginning January 1, 2002. In addition,
SFAS 142 will change the way we evaluate goodwill and intangibles for
impairment. On January 1, 2002, goodwill and certain intangibles are no longer
amortized; however, they will be subject to evaluation for impairment at least
annually using a fair value based test. The fair value based test is a two-step
test. The first step involves comparing the fair value of each of our reporting
units to the carrying value of those reporting units. If the carrying value of a
reporting unit exceeds the fair value of the reporting unit, we will be required
to proceed to the second step. In the second step, the fair value of the
reporting unit will be allocated to the assets (including unrecognized
intangibles) and liabilities of the reporting unit, with any residual
representing the implied fair value of goodwill. An impairment loss will be
recognized if and to the extent that the carrying value of goodwill exceeds the
implied value.
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Hollywood Media has completed test one for each of its reporting units
utilizing an outside appraisal firm. For its business to business and ticketing
reporting units, no impairment exists, as the fair value of those reporting
units were determined to be in excess of their carrying values as of January 1,
2002. The fair value of the Internet ad sales reporting unit was approximately
$4.8 million lower than its carrying value of approximately $21.2 million as of
January 1, 2002. Hollywood Media will complete test two during the third quarter
and if an impairment results will record it as a cumulative effect of a change
in method of accounting at that time. The transition provisions of SFAS 142
allow until June 30, 2002 to complete step one of the test and, if required,
until December 31, 2002 to complete step 2. Effective January 1, 2002, we ceased
to amortize approximately $40.7 million of goodwill.
INFLATION AND SEASONALITY
Although Hollywood Media cannot accurately determine the precise
effects of inflation, it does not believe inflation has a material effect on
sales or results of operations. Hollywood Media considers its business to be
somewhat seasonal and expects net revenues to be generally higher during the
second and fourth quarters of each fiscal year for its Tekno Books book
licensing business as a result of the general publishing industry practice of
paying royalties semi-annually. The ticketing business is also effected by
seasonal variations with net revenues generally higher in the second quarter as
a result of increased sales volumes due to the Tony Awards(R) and in the fourth
quarter due to increased levels during the holidays. In addition, although not
seasonal, Hollywood Media's intellectual properties division and NetCo Partners
both experience fluctuations in their respective revenue streams, earnings and
cash flow as a result of the amount of time that is expended in the creation and
development of the intellectual properties and their respective licensing
agreements. The recognition of licensing revenue is typically triggered by
specific contractual events which occur at different points in time rather than
on a regular periodic basis.
35
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On January 2, 2002, Hollywood Media issued 520,682 shares of restricted
common stock to Hollywood Media's Chairman of the Board and Chief Executive
Officer and Hollywood Media's Vice Chairman and President in accordance with the
exchange and cancellation on December 14, 2001, of 1,045,000 stock options. The
approximate fair value of the stock options was $2,280,587 at December 14, 2001,
and was equal to the fair value of the restricted stock for which it was
exchanged. Fifty percent of the shares vested on June 30, 2002, with the
remaining 50% of the shares vesting on January 1, 2003. Compensation expense of
$1,140,294 was recorded for the six months ended June 30, 2002.
On May 21, 2002 Hollywood Media entered into an agreement with one of
the investors that participated in the May 2001 private placement to cancel the
outstanding series B adjustment Warrant dated May 1, 2001 under which 218,849
shares of common stock of Hollywood Media were issuable and in consideration
amended the terms of the series A warrant dated May 1, 2001 held by this
investor to change the exercise price from $6.44 per share to $5.25 per share.
On May 15, 2002, Hollywood Media issued 28,571 shares of common stock
valued at $110,284 to the previous owner of BroadwayTheater.com under the terms
of an earn-out
- 36 -
provision in the Asset Purchase Agreement. Pursuant to this provision the
previous owner is entitled to additional consideration if specified gross profit
targets are attained in each of the three years following the acquisition. This
stock issuance represents payment for year two of the earn-out provision. The
value of the shares was recorded as additional goodwill.
On May 22, 2002, Hollywood Media issued an aggregate of $5.7 million in
principal amount of 6% Senior Convertible Debentures due May 22, 2005 (the
"Debentures") to a group of four institutional investors, including existing
shareholders of Hollywood Media. Mitchell Rubenstein, the Chairman of the Board
and Chief Executive Officer and Laurie S. Silvers, the Vice Chairman and
President of Hollywood Media participated in the financing with a $500,000 cash
investment. The Debentures are convertible at the option of the investors at any
time through May 22, 2005 into shares of Hollywood Media common stock, par value
$0.01 per share, at a conversion price of $3.46 per share. In addition,
Hollywood Media can elect to convert at its option the convertible debentures if
the debentures are still outstanding at maturity, subject to certain conditions.
Prior to conversion, the Debentures bear interest at 6% per annum, payable
quarterly in common stock or cash at the option of Hollywood Media. The
investors also received fully vested detachable warrants to acquire at any time
through May 22, 2007 an aggregate of 576,590 shares of common stock at exercise
prices ranging from $3.78 to $3.91 per share. If on May 22, 2003, an investor
holds (net of any short position) at least seventy-five percent of such
investor's shares of common stock issued or issuable to such investor under the
Debentures, then the exercise price of the warrants held by such investor will
decrease to $3.46 per share which equals the conversion price of the debenture.
The Debentures and Warrants contain anti-dilution provisions as more fully
described in the agreements. In addition, the investors will have the right to
purchase an aggregate of $1 million in principal amount of additional Debentures
on the same terms at any time through May 22, 2003. A total of $280,287 in fees
were incurred for the convertible debentures, including $161,695 in fees paid to
a placement agent ($130,000 in cash and a warrant valued at $31,695, with
substantially the same terms as debenture holders.)
On June 28, 2002, Hollywood Media issued 21,969 shares of common stock
valued at $37,479 to the holders of the convertible debentures for interest due
for the period May 22, 2002 to June 30, 2002.
During the quarter ended June 30, 2002, Hollywood Media issued stock
options to purchase an aggregate of 45,000 shares of common stock and warrants
to purchase an aggregate of 611,590 shares of common stock at exercise prices
generally ranging from $1.75 to $6.00 per share. Options granted to employees
are subject to vesting periods ranging from six months to four years and
generally expire five to ten years from the date of issuance.
The securities described above were issued without registration under
the Securities Act of 1933 by reason of the exemption from registration afforded
by the provisions of Section 4 (2) thereof and/or Regulation D thereunder, each
recipient of securities having delivered appropriate investment representations
to Hollywood Media with respect thereto and having consented to the imposition
of restrictive legends upon certificates evidencing such securities.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
--------------------------------
(A) EXHIBITS:
INCORPORATED BY
EXHIBIT DESCRIPTION REFERENCE FROM
------- ---------------
3.1 Third Amended and Restated Articles of Incorporation (1)
3.2 Bylaws (2)
4.1 Form of Common Stock Certificate (3)
4.2 Rights Agreement dated as of August 23, 1996 between Hollywood Media
Corp. and American Stock Transfer & Trust Company, as Rights Agent
(4)
10.1 Employment Agreement dated as of February 25, 2002 between
Hollywood Media Corp. and Jerrold A. Wish. (*)
10.2 Securities Purchase Agreement dated as of May 22, 2002, among
Hollywood Media Corp., Federated Kaufman Fund, Portside Growth &
Opportunity Fund Ltd., Leonardo, L.P., Carpe Diem
Long Short Fund, LLC and Mitchell Rubenstein and Laurie S. Silvers. (5)
10.3 6% Senior Convertible Debenture Due May 2005 issued by
Hollywood Media Corp. as of May 22, 2002. (5)
10.4 Registration Rights Agreement, dated as of May 22, 2002, among Hollywood
Media Corp., Federated Kaufman Fund, Portside Growth & Opportunity Fund
Ltd., Leonardo, L.P., Carpe Diem
Long Short Fund, LLC and Mitchell Rubenstein. (5)
10.5 Warrant dated as of May 22, 2002. (5)
10.6 Exchange Agreement dated as of December 14, 2001 between Hollywood Media
Corp. and Laurie S. Silvers. (*)
10.7 Exchange Agreement dated as of December 14, 2001 between Hollywood Media
Corp. and Mitchell Rubenstein. (*)
10.8 Agreement dated as of May 21, 2002 between Hollywood Media Corp. and
Velocity Investment Partners Ltd., providing for the cancellation of
Warrant No. W-B-2 dated May 1, 2001 and a reduction in the exercise price
of Warrant No. W-A-2. (*)
10.9 Warrant W-A-3 dated May 30, 2002 issued to Velocity Investment Partners
Ltd. in replacement of Warrant No. W-A-2. (*)
99.1 Certification of Chief Executive Officer. (*)
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99.2 Certification of Vice President of Finance. (*)
- -----------------------------
* Filed as an exhibit to this Form 10-Q
(1) Incorporated by reference from the exhibit filed with Hollywood Media's
Annual Report on Form 10-K for the year ended December 31, 2000.
(2) Incorporated by reference from the exhibit filed with Hollywood Media's
Registration Statement on Form S-3 (No. 333-91090).
(3) Incorporated by reference from the exhibit filed with Hollywood Media's
Registration Statement on Form SB-2 (No. 33-69294).
(4) Incorporated by reference from exhibit 1 to Hollywood Media's Current
Report on Form 8-K filed on October 20, 1999.
(5) Incorporated by reference from the exhibit filed with Hollywood Media's
Current Report on Form 8-K filed on May 23, 2002.
(a) REPORTS ON FORM 8-K
Hollywood Media filed a Current Report on Form 8-K on May 23, 2002
disclosing the issuance of $5.7 million in principal amount of 6% Senior
Convertible Debentures due May 22, 2005 to a group of four institutional
investors, including existing shareholders of Hollywood Media.
Hollywood Media filed a Current Report on Form 8-K on May 28, 2002
disclosing the termination of its independent certified public accountants,
Arthur Andersen LLP and the engagement of the services of Ernst & Young LLP as
its new independent auditors for the fiscal year ending December 31, 2002,
effective immediately.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HOLLYWOOD MEDIA CORP.
Date: August 14, 2002 By: /s/ Mitchell Rubenstein
------------------------------------
Mitchell Rubenstein, Chairman of the
Board and Chief Executive
Officer (Principal executive and
financial officer)
By: /s/ Margaret H. Fenton
------------------------------------
Margaret H. Fenton, Vice President
of Finance
(Principal accounting officer)
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