8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2008
 

HOLLYWOOD MEDIA CORP.

(Exact Name of Registrant as Specified in its Charter)

Florida	1-14332	65-0385686
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
2255 Glades Road, Suite 221A, Boca Raton, Florida		33431
(Address of Principal Executive Office)		(Zip Code)

Registrant’s telephone number, including area code (561) 998-8000
 

Not Applicable

(Former Name or Former Address, If Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 2 — FINANCIAL INFORMATION

Item 2.02 Results of Operations and Financial Condition.

The following information is furnished pursuant to Item 2.02 of Form 8-K.

On August 6, 2008, Hollywood Media Corp. issued a press release reporting its financial results for the quarter ended June 30, 2008, which is furnished herewith as Exhibit 99.1 hereto.

The information in this Item 2.02 of this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01	Financial Statements and Exhibits.
(c)	Exhibits.
	The following exhibit is filed in connection with the disclosure pursuant to Item 2.02 of this Form 8-K:
	99.1	Press Release of Hollywood Media Corp. dated August 6, 2008 (“Hollywood Media Corp. Reports Second Quarter 2008 Results”).

2

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 hereunto duly authorized.

	HOLLYWOOD MEDIA CORP.
	By:	/s/ Mitchell Rubenstein
		Mitchell Rubenstein
Date: August 6, 2008		Chief Executive Officer

3

EX-99.1

EXHIBIT 99.1

Hollywood Media Corp. Reports Second Quarter 2008 Results

- Broadway Ticketing EBITDA Increases 56.9% Compared to 2Q07 -

BOCA RATON, Fla., August 6, 2008 — Hollywood Media Corp. (NasdaqGM: HOLL), a leading provider of news, information and ticketing covering the entertainment and media industries, today reported financial results for the second quarter ended June 30, 2008.

Second Quarter 2008 Financial Results

As previously reported, in August 2007 Hollywood Media sold its Showtimes business unit to West World Media, LLC. For purposes of the financial results presented in this press release, the operating results and the gain on sale of the sold business are reported as discontinued operations in accordance with GAAP and are excluded from Hollywood Media’s net revenues and results of continuing operations for all periods presented.

Hollywood Media’s net revenues for the three months ended June 30, 2008 decreased 2.2 percent to $37.1 million compared to $37.9 million for the second quarter of 2007. The decrease was primarily driven by a 2.9 percent decline in the Broadway Ticketing division due to a $1.1 million decrease in revenue from Theatre.com, the Company’s London West End ticketing operation. Theatre.com transitioned from handling its own sales to an arrangement with a third party ticket agency. As a result of this arrangement, Theatre.com recognizes an agency commission based on ticket price which reduced its revenue while increasing the profitability of the UK ticketing business as there are now less operational costs associated with this business.

The loss from continuing operations for the second quarter of 2008 decreased 62.9 percent to $734,362, or $0.02 per basic and diluted share based on 31,964,851 weighted average common shares outstanding, compared to a $2.0 million loss from continuing operations for the second quarter of 2007, or $0.06 per basic and diluted share based on 33,445,413 weighted average common shares outstanding.

EBITDA (Modified)* for the Company as a whole for the second quarter of 2008 decreased to a loss of $237,728 compared to a loss of $1.4 million in EBITDA (Modified) for the second quarter of 2007, an 83.6 percent improvement.

Net loss for the second quarter of 2008 was $734,362, or $0.02 per basic and diluted share based on 31,964,851 weighted average common shares outstanding, compared to a net loss for the second quarter of 2007 of $1.4 million, or $0.04 per basic and diluted share, based on 33,445,413 weighted average common shares outstanding. Second quarter 2008 results include a $1.3 million dividend related to the Company’s 26.2 percent equity interest in MovieTickets.com. The decrease in weighted average common shares outstanding in the second quarter of 2008 as compared to the same period of 2007 was due to the Company’s stock repurchases during the fourth quarter of 2007.

Hollywood Media’s cash and cash equivalents were $20.9 million at June 30, 2008, as compared to cash and cash equivalents of $26.8 million at December 31, 2007. Hollywood Media’s cash and cash equivalents at June 30, 2008 did not include the dividend declared by MovieTickets.com in the second quarter of 2008, which was received by Hollywood Media in July 2008.

Hollywood Media Corp. Reports Second Quarter 2008 Results Page 2

“We reported solid second quarter results, particularly given the current general economic slowdown,” said Mitchell Rubenstein, Hollywood Media’s Chief Executive Officer. ”While overall revenues were down slightly, primarily due to the changes we made to our UK ticketing business, the Company benefited from increased profitability at Broadway.com. We are also seeing strength in ticket purchases among foreign buyers as well as strong sponsorship sales on Broadway.com and increased group sales. We are looking forward to the launch of an exciting line-up of new Broadway shows in the fourth quarter positioning us well for the holiday season.”

Rubenstein continued, “We continue to review potential M&A opportunities that are focused on helping us to build our profitability and unlock the value of our assets.”

Second Quarter 2008 Business Review

During the second quarter of 2008, Broadway Ticketing revenues were $33.8 million, a 2.9 percent decrease from the second quarter of 2007. The decrease resulted from a $1.1 million decrease in revenue from Theatre.com, the Company’s London West End ticketing operation. As previously reported, in late 2007 Theatre.com transitioned from handling its own sales to an arrangement with a third party ticket agency. As a result of this arrangement, Theatre.com recognizes an agency commission based on ticket price, which reduced its revenue while increasing the profitability of the UK ticketing business as there are now less operational costs associated with this business.

EBITDA* for the Broadway Ticketing division in the second quarter 2008 was $1.3 million, an increase of 56.9 percent as compared to $802,796 in the second quarter of 2007, driven by the benefit from the pricing flexibility resulting from regulatory changes in New York and an increase in sponsorship revenue on Broadway.com.

Revenues for the Ad Sales segment were $2.8 million in the second quarter of 2008, flat compared to the same quarter in 2007.

EBITDA* for the Ad Sales segment was a loss of $398,346 in the second quarter of 2008, compared to income of $134,189 in the second quarter of 2007. EBITDA for the recent period was impacted by the continued investment in Hollywood.com.

Hollywood Media Corp. Reports Second Quarter 2008 Results Page 3

Select Segment Highlights

The following tables provide revenue, EBITDA* and net income data for our two highest revenue generating segments. The tables below should be reviewed in conjunction with (i) the “Note on EBITDA” in this press release below and (ii) the attached financial tables which include EBITDA results for all of our reportable segments, with reconciliations to the GAAP results reflected in Hollywood Media’s consolidated income statements. The segment results for our operating divisions do not include expenses in our “Other” segment comprised mainly of specified corporate and public company expenses.

Quarter Ended June 30 (“Q2”)

Net Revenue

	Q2 2008		Q2 2007		% Change
Broadway Ticketing Division	$	33,764,778	$	34,768,110		-2.9	%
Ad Sales Division	$	2,810,525	$	2,828,335		-0.6	%

EBITDA*

	Q2 2008			Q2 2007		% Change
Broadway Ticketing Division	$	1,259,533		$	802,796		56.9	%
Ad Sales Division	$	(398,346	)	$	134,189		-396.9	%

Net Income (Loss)

	Q2 2008			Q2 2007			% Change
Broadway Ticketing Division	$	1,086,357		$	733,431			48.1	%
Ad Sales Division	$	(693,150	)	$	(71,580	)		-868.4	%

Teleconference Information

Management will host a teleconference to discuss Hollywood Media’s second quarter 2008 financial results on Wednesday, August 6, 2008 at 10:00 a.m. Eastern Time. To access the teleconference, please dial 888-562-3654 (U.S.) or 973-582-2703 (International) approximately 10 minutes prior to the start of the call. The reference passcode for the call is 57215840. The teleconference will also be available via live Web cast on the investor relations portion of Hollywood Media’s Web site, located at http://www.hollywood.com/corporate_profile/about_us/468707. Following prepared remarks, management will take questions from the audience via phone and e-mail. To ask a question via e-mail, please send your questions to questions@exec.hollywood.com in advance of, or during, the live call.

If you are unable to listen to the live teleconference at its scheduled time, there will be a replay available through September 4, 2008 and can be accessed by dialing 800-642-1687 (U.S.) or 706-645-9291 (Int’l), passcode 57215840. An archived version of the webcast will also be available on the investor relations portion of Hollywood Media’s Web site.

Hollywood Media Corp. Reports Second Quarter 2008 Results Page 4

About Hollywood Media Corp.

Hollywood Media Corp. is a leading provider of news, information and ticketing covering the entertainment and media industries. Hollywood Media’s businesses include: its Broadway Ticketing division including Broadway.com, 1-800-Broadway and Theatre Direct International; and its Ad Sales division including Hollywood.com and the UK-based CinemasOnline. Other Hollywood Media businesses include Hollywood.com Television, a free VOD cable TV network, and Hollywood Media’s minority interest in MovieTickets.com.

*Note on EBITDA
EBITDA and EBITDA (Modified) are non-GAAP financial measures. EBITDA is defined as net income before interest, taxes, depreciation and amortization. EBITDA (Modified) is defined as loss from continuing operations before interest, taxes, depreciation and amortization on continuing operations. Hollywood Media has presented EBITDA in this release because it considers such information an important supplemental measure which management utilizes as one of its tools in evaluating performance and believes it is frequently used by securities analysts, investors and other interested parties in the evaluation and comparison of companies in our industry as well as our results of operations from period to period. EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for Hollywood Media’s financial results as reported under GAAP. Some of these limitations are: (a) EBITDA does not reflect changes in, or cash requirements for, Hollywood Media’s working capital needs; (b) EBITDA does not reflect interest expense, or the cash requirements necessary to service interest or principal payments, if any; and (c) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and EBITDA does not reflect any cash requirements for such capital expenditures. Because of these limitations, EBITDA should not be considered as a principal indicator of Hollywood Media’s performance. Hollywood Media compensates for these limitations by relying primarily on Hollywood Media’s GAAP results and using EBITDA only supplementally. Hollywood Media has provided a reconciliation of net income to EBITDA in the attached tables.

Note on Forward-Looking Statements
Statements in this press release may be “forward-looking statements” within the meaning of federal securities laws. The matters discussed herein that are forward-looking statements are based on current management expectations that involve risks and uncertainties that may result in such expectations not being realized. Actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous potential risks and uncertainties, including, but not limited to, the need to manage our growth and integrate new businesses, our ability to realize anticipated revenues, cost efficiencies and sources of capital, the impact of potential future dispositions or other strategic transactions by Hollywood Media, our ability to develop and maintain strategic relationships, our ability to compete with other media, data and internet companies, technology risks, the volatility of our stock price, and other risks and factors described in Hollywood Media Corp.’s filings with the Securities and Exchange Commission including our Form 10-K for 2007. Such forward-looking statements speak only as of the date on which they are made.

Attached are the following financial tables:

CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF OPERATIONS
SEGMENT SUMMARY FINANCIAL DATA AND EBITDA RECONCILIATION

Contact:

Investor Relations Department
Hollywood Media Corp.
L. Melheim
ir@boca.hollywood.com
561-998-8000

HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2008			2007
	(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	20,946,053		$	26,758,550
Receivables, net		3,051,683			3,038,711
Inventories held for sale		4,704,413			3,950,578
Deferred ticket costs		12,832,064			16,481,861
Prepaid expenses		1,972,518			2,290,182
Other receivables		1,903,537			3,873,799
Dividend receivable		1,311,100			—
Other current assets		143,294			629,298
Total current assets		46,864,662			57,022,979
PROPERTY AND EQUIPMENT, net		5,238,071			4,890,120
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED INVESTEES		290,243			286,985
INTANGIBLE ASSETS, net		1,620,594			1,477,822
GOODWILL		29,822,422			30,237,137
OTHER ASSETS		54,711			63,793
TOTAL ASSETS	$	83,890,703		$	93,978,836
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	4,004,313		$	5,655,729
Accrued expenses and other		3,767,873			4,808,551
Deferred revenue		20,184,994			24,273,625
Customer deposits		1,432,357			1,928,357
Current portion of capital lease obligations		161,316			141,809
Current portion of notes payable		59,463			53,422
Total current liabilities		29,610,316			36,861,493
DEFERRED REVENUE		586,915			544,491
CAPITAL LEASE OBLIGATIONS, less current portion		223,652			255,971
OTHER DEFERRED LIABILITY		873,711			622,189
NOTES PAYABLE, less current portion		79,699			94,289
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:
Preferred Stock, $.01 par value, 1,000,000 shares authorized; none outstanding		—			—
Common stock, $.01 par value, 100,000,000 shares authorized; 32,095,552 and 31,897,983 shares issued and outstanding at June 30, 2008 and December 31, 2007, respectively		320,956			318,980
Additional paid-in capital		310,917,962			310,120,531
Accumulated deficit		(258,722,508	)		(254,839,108	)
Total shareholders’ equity		52,516,410			55,600,403
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	83,890,703		$	93,978,836

HOLLYWOOD MEDIA CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	SIX MONTHS ENDED						THREE MONTHS ENDED
	JUNE 30,						JUNE 30,
	2008			2007			2008			2007
NET REVENUES
Ticketing	$	59,062,595		$	58,851,282		$	33,764,778		$	34,768,110
Other		6,347,644			5,786,994			3,299,472			3,148,530
		65,410,239			64,638,276			37,064,250			37,916,640
OPERATING COSTS AND EXPENSES
Cost of revenues — ticketing		49,782,868			50,513,554			28,762,843			30,150,574
Editorial, production, development and technology (exclusive of depreciation and amortization shown separately below)		3,180,216			2,669,638			1,566,843			1,362,063
Selling, general and administrative (exclusive of depreciation and amortization shown separately above)		8,561,579			7,794,311			4,105,835			3,724,871
Payroll and benefits		8,030,321			8,074,525			4,115,078			4,120,580
Depreciation and amortization		1,255,694			857,446			601,040			428,125
Total operating costs and expenses		70,810,678			69,909,474			39,151,639			39,786,213
Loss from operations		(5,400,439	)		(5,271,198	)		(2,087,389	)		(1,869,573	)
EQUITY IN EARNINGS OF UNCONSOLIDATED INVESTEES		1,317,513			875			1,314,074			671
OTHER INCOME (EXPENSE)
Interest, net		300,333			(319,621	)		122,199			(138,296	)
Other, net		(34,985	)		39,262			(41,186	)		37,400
Loss from continuing operations before minority interest		(3,817,578	)		(5,550,682	)		(692,302	)		(1,969,798	)
MINORITY INTEREST IN INCOME OF SUBSIDIARIES		(65,822	)		(382	)		(42,060	)		(10,370	)
Loss from continuing operations		(3,883,400	)		(5,551,064	)		(734,362	)		(1,980,168	)
Income from discontinued operations		—			1,048,938			—			538,161
Net loss	$	(3,883,400	)	$	(4,502,126	)	$	(734,362	)	$	(1,442,007	)
Basic and diluted income (loss) per common share
Continuing operations	$	(0.12	)	$	(0.16	)	$	(0.02	)	$	(0.06	)
Discontinued operations		—			0.03			—			0.02
Total basic and diluted net loss per share	$	(0.12	)	$	(0.13	)	$	(0.02	)	$	(0.04	)
Weighted average common and common equivalent shares outstanding — basic and diluted		31,909,540			33,351,780			31,964,851			33,445,413

Hollywood Media Corp.
Segment Summary Financial Data and EBITDA Reconciliation

For the Six Months Ended June 30, 2008
(unaudited)

	Broadway						Intellectual
	Ticketing			Ad Sales (1)			Properties			Cable TV			Other (2)			Total
Net Revenues	$	59,062,595		$	5,423,012		$	742,040		$	182,592		$	—		$	65,410,239
Operating Income (Loss)	$	1,479,861		$	(1,647,003	)	$	143,221		$	(102,940	)	$	(5,273,578	)	$	(5,400,439	)
Net Income (Loss) from continuing operations	$	1,525,678		$	(1,619,156	)	$	76,743		$	(102,940	)	$	(3,763,725	)	$	(3,883,400	)
Add back (Income) Expense:
Interest, net		(55,521	)		7,976			(2,154	)		—			(250,634	)		(300,333	)
Taxes		—			(18,107	)		—			—			52,000			33,893
Depreciation and Amortization		459,520			581,424			—			661			214,089			1,255,694
EBITDA Income (Loss) from continuing operations	$	1,929,677		$	(1,047,863	)	$	74,589		$	(102,279	)	$	(3,748,270	)	$	(2,894,146	)

For the Six Months Ended June 30, 2007
(unaudited)

	Broadway						Intellectual
	Ticketing			Ad Sales (1)			Properties			Cable TV			Other (2)			Total
Net Revenues	$	58,851,282		$	5,192,171		$	478,693		$	116,130		$	—		$	64,638,276
Operating Income (Loss)	$	951,754		$	(528,357	)	$	(121	)	$	(271,230	)	$	(5,423,244	)	$	(5,271,198	)
Net Income (Loss) from continuing operations	$	964,346		$	(495,723	)	$	5,329		$	(271,230	)	$	(5,753,786	)	$	(5,551,064	)
Add back (Income) Expense:
Interest		(20,344	)		(110	)		(4,957	)		—			345,032			319,621
Taxes		(7,400	)		(30,565	)		—			—			735			(37,230	)
Depreciation and Amortization		169,404			450,607			—			5,439			231,996			857,446
EBITDA Income (Loss) from continuing operations	$	1,106,006		$	(75,791	)	$	372		$	(265,791	)	$	(5,176,023	)	$	(4,411,227	)

For the Three Months Ended June 30, 2008
(unaudited)

	Broadway						Intellectual
	Ticketing			Ad Sales (1)			Properties			Cable TV			Other (2)			Total
Net Revenues	$	33,764,778		$	2,810,525		$	408,907		$	80,040		$	—		$	37,064,250
Operating Income (Loss)	$	1,079,490		$	(689,826	)	$	86,288		$	(28,815	)	$	(2,534,526	)	$	(2,087,389	)
Net Income (Loss) from continuing operations	$	1,086,357		$	(693,150	)	$	47,967		$	(28,815	)	$	(1,146,721	)	$	(734,362	)
Add back (Income) Expense:
Interest, net		(22,262	)		2,334			(765	)		—			(101,506	)		(122,199	)
Taxes		—			(7,207	)		—			—			25,000			17,793
Depreciation and Amortization		195,438			299,677			—			331			105,594			601,040
EBITDA Income (Loss) from continuing operations	$	1,259,533		$	(398,346	)	$	47,202		$	(28,484	)	$	(1,117,633	)	$	(237,728	)

For the Three Months Ended June 30, 2007
(unaudited)

	Broadway						Intellectual
	Ticketing			Ad Sales (1)			Properties			Cable TV			Other (2)			Total
Net Revenues	$	34,768,110		$	2,828,335		$	282,240		$	37,955		$	—		$	37,916,640
Operating Income (Loss)	$	712,302		$	(95,332	)	$	22,594		$	(136,873	)	$	(2,372,264	)	$	(1,869,573	)
Net Income (Loss) from continuing operations	$	733,431		$	(71,580	)	$	15,521		$	(136,873	)	$	(2,520,667	)	$	(1,980,168	)
Add back (Income) Expense:
Interest		(8,316	)		(28	)		(2,626	)		—			149,266			138,296
Taxes		(7,400	)		(24,131	)		—			—			—			(31,531	)
Depreciation and Amortization		85,081			229,928			—			2,424			110,692			428,125
EBITDA Income (Loss) from continuing operations	$	802,796		$	134,189		$	12,895		$	(134,449	)	$	(2,260,709	)	$	(1,445,278	)

(1)

The Ad Sales segment includes Internet advertising sales on Hollywood.com, commissions from advertising sales on MovieTickets.com and Internet and other advertising sales by CinemasOnline.

(2)

The Other segment is comprised of payroll and benefits for corporate and administrative personnel as well as other corporate-wide expenses such as audit fees, proxy costs, insurance, centralized information technology, and includes consulting fees and other fees and costs relating to compliance with the provisions of the Sarbanes-Oxley Act of 2002 that require Hollywood Media and its Independent Registered Public Accounting Firm to make an assessment of and report on internal control over financial reporting.