-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SYCg3CverkacZ/pJJvXO/HVM22h2J+Zh5eghfNCd8f45EgTJfY/YXyMg/gATMfT1 1cj5TtxFhfs4u+qOzs5Xlg== 0001116502-02-001132.txt : 20020814 0001116502-02-001132.hdr.sgml : 20020814 20020814181033 ACCESSION NUMBER: 0001116502-02-001132 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOLLYWOOD MEDIA CORP CENTRAL INDEX KEY: 0000912544 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 650385686 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-14332 FILM NUMBER: 02738131 BUSINESS ADDRESS: STREET 1: 2255 GLADES RD STREET 2: STE 237 W CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5619988000 MAIL ADDRESS: STREET 1: 2255 GLADES RD STREET 2: STE 237 W CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: BIG ENTERTAINMENT INC DATE OF NAME CHANGE: 19930924 FORMER COMPANY: FORMER CONFORMED NAME: HOLLYWOOD COM INC DATE OF NAME CHANGE: 20000511 10-Q 1 hollywood-10q.txt QUARTERLY REPORT 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 ------- 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 - ------ --------------------- 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 - ------- ----------------- ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS............................................... 36 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K......................................................... 38 Signatures ......................................................................................... 40
- 1 - 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. - 2 - 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. - 3 - 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. - 4 - 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. - 5 - 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 - 6 - 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 - 7 - 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. - 8 - (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 - 9 - 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 - 24 - 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 - 25 - ("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. - 31 - 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.) - 32 - 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. - 34 - 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. - 37 - 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. (*)
- 38 - 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. - 39 - 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) - 40 - EX-10.1 3 wish-employment101.txt WISH EMPLOYMENT AGREEMENT Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (hereinafter referred to as the "Agreement") is entered into by and between HOLLYWOOD MEDIA CORP. (hereinafter referred to as the "Company") and JERROLD A. WISH (hereinafter referred to as the "Executive"). 1. EFFECTIVE DATE. This Agreement is effective February 25, 2002 (the "Effective Date"), and will terminate without further notice at 5:00 p.m. on February 26, 2004 (the "Term"). 2. DUTIES AND RESPONSIBILITIES. The Company hereby employs Executive as Senior Vice President and General Counsel with such powers and duties in that capacity as may be established from time to time by the Company in its reasonable discretion. Executive will devote his entire business time, attention and energies to the business of the Company and its affiliates as necessary to fulfill such duties. The Company shall provide such offices, equipment, supplies and staff as are customary and reasonably necessary for Executive to perform such duties. The Company shall pay (or reimburse Executive) for all necessary and reasonable travel-related expenses incurred by Executive in the performance of Executive's duties hereunder. All such expenses shall be in accordance with any reasonable guidelines established by the Company from time-to-time. 3. COMPENSATION. a. BASE SALARY. The Company will pay Executive an annualized base salary of One Hundred Fifty Thousand Dollars ($150,000), less applicable deductions, payable in installments according to the Company's normal payroll practices. b. ANNUAL BONUS. In addition to his base salary, Executive shall be paid an annual bonus (the "Bonus") during each year of the Term in an amount determined by the Board of Directors or a committee thereof, which shall be paid in Company stock or cash at the discretion of the Board of Directors or such committee; provided, that Executive shall be entitled to receive a Bonus of at least Twenty-Five Thousand Dollars ($25,000) during each year of the Term. c. STOCK OPTIONS. On the Effective Date of this Agreement, Executive will be granted options (the "Options") excercisable for an aggregate of thirty-five thousand (35,000) shares of the Company's Common Stock under the Company's 1993 Stock Option Plan as in effect on the Effective Date of this Agreement or any other stock option or incentive plan adopted by the Company (the "Option Plan"). The Options shall have an exercise price equal to the Fair Market Value (as defined in the Option Plan) of the Company's Common Stock on the date of grant. All of the Options with an exercise price equal to the Fair Market Value of the Common Stock shall be Incentive Stock Options (as defined in the Option Plan). The Options shall vest as to twenty-five percent (25%) of the underlying shares of Common Stock on the first anniversary of the Effective Date and twenty-five percent (25%) on each subsequent anniversary of the Effective Date. The Options shall expire 10 years after the date of grant. In addition to the Options, on the first anniversary of the Effective Date, Executive will be awarded additional options under the Option Plan exercisable for a number of shares of the Company's Common Stock (collectively, the "Additional Options") determined by the Board of Directors or a committee thereof; provided, that Executive will be awarded options to purchase at least thirty-five thousand (35,000) shares of Common Stock on such anniversary date. The Additional Options shall have such terms as are determined by the Board of Directors; provided, that the exercise price thereof shall be no higher than the Fair Market Value of the Company's Common Stock on the date of grant, and the vesting schedule and expiration date of the Additional Options shall be no less favorable to Executive than the terms of the initial Options. d. OTHER BENEFITS. Executive will be entitled to participate in any group health, life, disability, pension or other employee benefit plan and is entitled to any other benefits that the Company may maintain from time to time for similarly situated executives, provided that Executive meets the respective eligibility requirements; and provided further that the Company will at all times make available to Executive Company's group health insurance at the Company's expense. Executive will be entitled to twenty (20) business days paid vacation in each calendar year during the Term (with not more than ten business days of vacation taken consecutively), which shall not accrue from year to year. ______________________ Page 2 ____________________ Company Executive 4. PERFORMANCE REVIEW. The Company shall provide Executive with an interim review and evaluation of his performance at the anniversary date of this Agreement. Executive shall be responsible for taking action to initiate the performance review. 5. DEATH OR INABILITY TO PERFORM JOB DUTIES. In the event of Executive's death, this Agreement and Executive's salary and compensation shall automatically end, and the Company shall promptly pay to Executive's legal representative any unpaid base salary accrued through the date of his death, as well as a lump sum payment equal to the share of Bonus to which he would have been entitled prorated based on the percentage of the current fiscal year that had been completed on the date of his death. If during the Term hereof, Executive suffers a disability (as defined below), the Company shall continue to pay Executive the compensation provided for in Section 3 hereof during the period of his disability; provided, however, that in the event Executive is disabled for a period of more than 120 days in any 12 month period, the Company may, at its election, terminate this Agreement. As used in this Agreement, the term "disability" shall mean the complete inability of Executive to perform his abilities under this Agreement as determined by an independent physician selected with the approval of the Company and the Executive. 6. TERMINATION BY THE COMPANY FOR CAUSE. The Company may terminate this Agreement and Executive's employment "for cause" at any time by delivery of written notice to Executive specifying the basis for termination. As used herein, "for cause" shall only mean any one of the following: ______________________ Page 3 ____________________ Company Executive A. Any act or omission of the Executive which constitutes a willful and material breach of this Agreement which is not cured or as to which diligent attempts to cure have not been commenced within 30 business days after receipt by Executive from Company of notice of same; B. Fraud, embezzlement or misappropriation as against the Company or any of its affiliates; or C. The conviction (from which no appeal can be taken) of Executive of any criminal act which is a felony. In the event the Company terminates Executive's employment for cause, it shall pay to Executive any unpaid base salary accrued through the date of termination specified in the notice, and otherwise, Executive's salary and other compensation described in Section 3 of this Agreement shall automatically terminate and be forfeited by Executive (except for vested stock options, which shall be governed by the Option Plan and the applicable grant agreement). 7. TERMINATION OF AGREEMENT BY THE COMPANY WITHOUT CAUSE. The Company may terminate this Agreement and Executive's employment without cause at any time upon thirty (30) days' prior written notice to Executive. The Company will pay to Executive on the date of termination without cause a lump sum cash payment, less taxes and other applicable withholding amounts, in an amount equal to the aggregate amount of base salary that Executive would have received for the remaining Term of this Agreement. Executive shall also automatically vest, on the date on which he receives notice of termination, in one hundred percent (100%) of the unvested underlying shares of Common Stock subject to the initial Options, and to the extent awarded, the Additional Options. 8. TERMINATION OF AGREEMENT BY EXECUTIVE. Executive may terminate this Agreement and his employment with the Company without cause upon thirty (30) days' prior written notice to the Company. In such a case, Executive may be required to perform his business duties and will be paid his regular salary up to the date of the termination. At the option of the Company, the Company may require Executive to depart from the Company on the date the Company receives thirty (30) days' notice from Executive of the termination of this Agreement, in which case any compensation or benefits described in Section 3 of this Agreement shall automatically terminate and be forfeited by Executive (except for vested stock options). ______________________ Page 4 ____________________ Company Executive 9. COOPERATION. Upon the termination of this Agreement for any reason, Executive agrees to cooperate with the Company in effecting a smooth transition of the management of the Company with respect to the duties and responsibilities which Executive performed for the Company. After termination of this Agreement, Executive will, upon reasonable notice, furnish such information and proper assistance to the Company as it may reasonably require in connection with any litigation to which the Company is or may become party. 10. AGREEMENT NOT TO DISCLOSE TRADE SECRETS OR CONFIDENTIAL INFORMATION. During the term of this Agreement and forever thereafter, Executive promises and agrees that he will not disclose or utilize any trade secrets, confidential information, or other proprietary information acquired during the course of his service with the Company and/or any related business entities. As used herein, "trade secret" and "confidential information" mean the whole or any portion or phase of any formula, pattern, device, combination of devices, or compilation of information which is for use, or is used, in the operation of the Company's business and which provides the Company an advantage, or an opportunity to obtain an advantage, over those who do not know or use it. "Trade secret" and "confidential information" also include any scientific, technical, or commercial information, including any design, list of suppliers, list of customers, or improvement thereof, as well as pricing information or methodology, contractual arrangements with vendors or suppliers, business development plans or activities, or financial information regarding the Company. Executive's obligations under this Section shall survive the termination of this Agreement. ______________________ Page 5 ____________________ Company Executive 11. AGREEMENT NOT TO HIRE THE COMPANY EMPLOYEES. If Executive leaves the employ of the Company for any reason, Executive promises and agrees that, during the six-month period following his departure from the Company, he will not, without the express written permission of the Company, directly or indirectly employ as a consultant or employee any person who is employed as a consultant or employee of the Company at the time of Executive's departure. 12. INJUNCTIVE RELIEF. In recognition of the unique services to be performed by Executive and the possibility that any violation by Executive of Section 10 or Section 11 of this Agreement may cause irreparable or indeterminate damage or injury to the Company, Executive expressly stipulates and agrees that the Company shall be entitled, upon ten (10) days written notice to Executive, to obtain an injunction from any court of competent jurisdiction, restraining any violation or threatened violation of this Agreement. Such right to an injunction shall be in addition to, and not in limitation of, any other rights or remedies the Company may have for damages or liquidated damages. 13. JUDICIAL MODIFICATION OF AGREEMENT. The Company and Executive specifically agree that a court of competent jurisdiction (or an arbitrator, as appropriate) may modify or amend Section 10 or Section 11 of this Agreement if absolutely necessary to conform with relevant law or binding judicial decisions in effect at the time the Company seeks to enforce any or all of said provisions. 14. RESOLUTION OF DISPUTES BY ARBITRATION. Any claim or controversy that arises out of or relates to this Agreement, or the breach of it, will be resolved by arbitration in the County of Palm Beach, Florida in accordance with the rules then obtaining of the American Arbitration Association. Judgment upon the award rendered may be entered in any court possessing jurisdiction over arbitration awards. This Section shall not limit or restrict the Company's right to obtain injunctive relief for violations of Section 10 or Section 11 of this Agreement directly from a court under Section 12 of this Agreement. Both parties shall bear their own costs and attorney's fees incurred in any lawsuit or arbitration arising under this Agreement, and in no circumstances shall either party be entitled to trial by jury of any issues arising under or relating to this Agreement. ______________________ Page 6 ____________________ Company Executive 15. ADEQUATE CONSIDERATION. Executive expressly agrees that the Company has provided adequate, reasonable consideration for the obligations imposed upon him in this Agreement. 16. EFFECT OF PRIOR AGREEMENTS. This Agreement supersedes any prior agreement or understanding between the Company and Executive. 17. LIMITED EFFECT OF WAIVER BY COMPANY. If the Company waives a breach of any provision of this Agreement by Executive, that waiver will not operate or be construed as a waiver of later breaches by Executive. 18. SEVERABILITY. If any provision of this Agreement is held invalid for any reason, the other provisions of this Agreement will remain in effect, insofar as is consistent with law. 19. ASSUMPTION OF AGREEMENT BY THE COMPANY'S SUCCESSORS AND ASSIGNS. Except as herein otherwise provided, this Agreement shall inure to the benefit of and shall be binding upon the parties hereto, their personal representatives, successors, heirs and assigns. Executive may not assign his rights and obligations under this Agreement. 20. RENEWAL. On each twelve (12) month anniversary of the Effective Date, the expiration date of the Term of this Agreement shall automatically be extended for an additional period of one (1) year (such that there shall again be two (2) years remaining in the Term), upon the same terms and conditions as described herein, unless either party notifies the other party in writing at least six (6) months prior to the next anniversary of the Effective Date that it desires for this Agreement to expire at the end of the then existing Term; in which event the Term shall not be extended and shall expire on the natural end of the then existing Term. ______________________ Page 7 ____________________ Company Executive 21. APPLICABLE LAW. Executive and the Company agree that this Agreement shall be subject to, and enforceable under, the laws of the State of Florida. 22. ENTIRE AGREEMENT; ORAL MODIFICATIONS NOT BINDING. This instrument is the entire Agreement of the Company and Executive. Executive agrees that no other promises or commitments have been made to Executive. This Agreement may be altered by the parties only by a written agreement signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought. ______________________ Page 8 ____________________ Company Executive IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of _____________, 2002. HOLLYWOOD MEDIA CORP. JERROLD A. WISH By: /s/ Mitchell Rubenstein /s/ Jerrold A. Wish -------------------------------- --------------------------- Mitchell Rubenstein Jerrold A. Wish Chief Executive Officer EX-10.6 4 exchange-ls106.txt SILVERS EXCHANGE AGREEMENT Exhibit 10.6 EXCHANGE AGREEMENT Exchange Agreement, dated as of December 14, 2001, by and between Hollywood Media Corp. (the "Company") and Laurie S. Silvers (the "Executive"). WHEREAS, Laurie Silvers has served as the Vice Chairman and President of the Company from its inception in 1993; WHEREAS, the Executive is a party to an Employment Agreement, dated as of July 1, 1993, and amended as of July 1, 1998, with the Company (the "Employment Agreement"); WHEREAS, the Executive holds options to purchase 522,500 shares of the Company's common stock, par value $.01 per share (the "Common Stock"), at a purchase price of $8.00 or more per share and the Company's common stock has recently traded on the Nasdaq National Market at $4.00 per share. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereto agree as follows: Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Employment Agreement. 1. Outstanding Options. The Executive holds options to purchase 522,500 shares of the Common Stock as identified on Schedule I attached hereto (collectively, the "Options"). The aggregate fair value of the Options using the Black-Scholes valuation model is $1,041,364. 2. Exchange for Common Stock. Effective as of the date of this Agreement, the Options shall be cancelled and no longer in effect and in place thereof, the Executive shall receive a grant of 260,341 shares of Common Stock (the "Shares"), which values the Common Stock at $4.00 per share. 3. Vesting. Fifty percent (50%) of the Shares held by the Executive shall vest on June 30, 2002 and the remaining fifty percent (50%) of the Shares held by the Executive shall vest on January 1, 2003. The Shares shall not be sold, assigned, pledged or otherwise transferred by the Executive prior to vesting. Any attempted transfer of the Shares prior to vesting shall be void and of no force or effect. In the event that any other person succeeds to all or any part of the interest of the Executive in the Shares, by operation of law or otherwise, such holder and any succeeding holder shall hold such interest subject to the restrictions imposed by this Agreement, including without limitation those restrictions relating to vesting and the forfeiture of unvested Shares upon a termination of employment of the Executive. Notwithstanding the foregoing: (a) If the Executive's employment by the Company is terminated by the Company without Cause, or as a result of the Executive's death or Disability, then all of the Shares shall vest on the date of termination. (b) All of the Shares shall vest upon the occurrence of a Change of Control with respect to the Company. (c) If, at any time prior to January 1, 2003, the Executive's employment with the Company is terminated (i) by the Executive or (ii) by the Company with Cause, then any Shares that are not vested shall be reacquired by the Company immediately upon such termination for no consideration and thereby forfeited to the Company. 4. Notices. All notices under this agreement shall be in writing and shall be delivered by personal service, facsimile or registered or certified mail (if such service is not available, then by first class mail), postage pre-paid, to: If to the Company: ----------------- Hollywood Media Corp. 2255 Glades Road, Suite 237W Boca Raton, FL 33431 Fax: (561) 998-2974 Attention: General Counsel If to the Executive: ------------------- Ms. Laurie S. Silvers 2255 Glades Road, Suite 237W Boca Raton, FL 33431 Fax: (561) 998-2974 All notices shall be deemed given when received. 5. No Effect on Terms of Employment. This Agreement is not a contract of employment and the terms of the Executive's employment shall not be affected hereby or by any agreement referred to herein except to the extent specifically so provided. Nothing herein shall be construed to impose any obligation on the Company to continue the Executive's employment and it shall not impose any obligation on the Executive's part to remain in the employ of the Company. 6. Transfer Restrictions. Executive covenants and agrees with the Company: (a) that she is acquiring the Shares for her own account and not with a view to the resale or distribution thereof; (b) that any subsequent offer for sale or sale of any of the Shares shall be made either: (i) pursuant to a Registration Statement on an appropriate form under the Securities Act of 1933 (the "Act"), which Registration Statement shall have become effective and shall be current with respect to the shares being offered and sold, or (ii) a specific exemption from the registration requirements of the Act, but in claiming such exemption, the Executive shall, prior to any offer for sale or sale of such shares, obtain a favorable written opinion from counsel for or approved by the Company as to the applicability of such exemption, and (c) that the certificates evidencing the Shares shall bear a legend to the effect of the foregoing restrictions set forth in this Section 6. For so long as the Shares remain unvested in whole or in part, certificates for unvested Shares shall also bear a legend to the effect that the Shares are subject to the restrictions on transfer and Company reacquisition right set forth in Section 3 of this Agreement. 7. Severability of Provisions. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof and this agreement shall be construed and enforced as if it did not include such provision. 8. Amendment. This Agreement cannot be amended except by a writing executed by the Company and the Executive. 9. Applicable Law; Headings. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida, without giving effect to the conflicts of laws principles thereof. The headings in this agreement are solely for convenience of reference and shall not affect its meaning or interpretation. HOLLYWOOD MEDIA CORP. By: /s/ Nicholas G. Hall ------------------------- Name: Nicholas G. Hall ------------------------- Title: Chief Operating Officer ------------------------- Attest: /s/ Melissa H. Siegel ------------------------- /s/ Laurie S. Silvers ------------------------- Laurie S. Silvers EX-10.7 5 exchange-mr107.txt RUBENSTEIN EXCHANGE AGREEMENT Exhibit 10.7 EXCHANGE AGREEMENT Exchange Agreement, dated as of December 14, 2001, by and between Hollywood Media Corp. (the "Company") and Mitchell Rubenstein (the "Executive"). WHEREAS, Mitchell Rubenstein has served as the Chairman and Chief Executive Officer of the Company from its inception in 1993; WHEREAS, the Executive is a party to an Employment Agreement, dated as of July 1, 1993, and amended as of July 1, 1998, with the Company (the "Employment Agreement"); WHEREAS, the Executive holds options to purchase 522,500 shares of the Company's common stock, par value $.01 per share (the "Common Stock"), at a purchase price of $8.00 or more per share and the Company's common stock has recently traded on the Nasdaq National Market at $4.00 per share. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereto agree as follows: Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Employment Agreement. 1. Outstanding Options. The Executive holds options to purchase 522,500 shares of the Common Stock as identified on Schedule I attached hereto (collectively, the "Options"). The aggregate fair value of the Options using the Black-Scholes valuation model is $1,041,364. 2. Exchange for Common Stock. Effective as of the date of this Agreement, the Options shall be cancelled and no longer in effect and in place thereof, the Executive shall receive a grant of 260,341 shares of Common Stock (the "Shares"), which values the Common Stock at $4.00 per share. 3. Vesting. Fifty percent (50%) of the Shares held by the Executive shall vest on June 30, 2002 and the remaining fifty percent (50%) of the Shares held by the Executive shall vest on January 1, 2003. The Shares shall not be sold, assigned, pledged or otherwise transferred by the Executive prior to vesting. Any attempted transfer of the Shares prior to vesting shall be void and of no force or effect. In the event that any other person succeeds to all or any part of the interest of the Executive in the Shares, by operation of law or otherwise, such holder and any succeeding holder shall hold such interest subject to the restrictions imposed by this Agreement, including without limitation those restrictions relating to vesting and the forfeiture of unvested Shares upon a termination of employment of the Executive. Notwithstanding the foregoing: (a) If the Executive's employment by the Company is terminated by the Company without Cause, or as a result of the Executive's death or Disability, then all of the Shares shall vest on the date of termination. (b) All of the Shares shall vest upon the occurrence of a Change of Control with respect to the Company. (c) If, at any time prior to January 1, 2003, the Executive's employment with the Company is terminated (i) by the Executive or (ii) by the Company with Cause, then any Shares that are not vested shall be reacquired by the Company immediately upon such termination for no consideration and thereby forfeited to the Company. 4. Notices. All notices under this agreement shall be in writing and shall be delivered by personal service, facsimile or registered or certified mail (if such service is not available, then by first class mail), postage pre-paid, to: If to the Company: ----------------- Hollywood Media Corp. 2255 Glades Road, Suite 237W Boca Raton, FL 33431 Fax: (561) 998-2974 Attention: General Counsel If to the Executive: ------------------- Mr. Mitchell Rubenstein 2255 Glades Road, Suite 237W Boca Raton, FL 33431 Fax: (561) 998-2974 All notices shall be deemed given when received. 5. No Effect on Terms of Employment. This Agreement is not a contract of employment and the terms of the Executive's employment shall not be affected hereby or by any agreement referred to herein except to the extent specifically so provided. Nothing herein shall be construed to impose any obligation on the Company to continue the Executive's employment and it shall not impose any obligation on the Executive's part to remain in the employ of the Company. 6. Transfer Restrictions. Executive covenants and agrees with the Company: (a) that he is acquiring the Shares for his own account and not with a view to the resale or distribution thereof; (b) that any subsequent offer for sale or sale of any of the Shares shall be made either: (i) pursuant to a Registration Statement on an appropriate form under the Securities Act of 1933 (the "Act"), which Registration Statement shall have become effective and shall be current with respect to the shares being offered and sold, or (ii) a specific exemption from the registration requirements of the Act, but in claiming such exemption, the Executive shall, prior to any offer for sale or sale of such shares, obtain a favorable written opinion from counsel for or approved by the Company as to the applicability of such exemption, and (c) that the certificates evidencing the Shares shall bear a legend to the effect of the foregoing restrictions set forth in this Section 6. For so long as the Shares remain unvested in whole or in part, certificates for unvested Shares shall also bear a legend to the effect that the Shares are subject to the restrictions on transfer and Company reacquisition right set forth in Section 3 of this Agreement. 7. Severability of Provisions. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof and this agreement shall be construed and enforced as if it did not include such provision. 8. Amendment. This Agreement cannot be amended except by a writing executed by the Company and the Executive. 9. Applicable Law; Headings. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida, without giving effect to the conflicts of laws principles thereof. The headings in this agreement are solely for convenience of reference and shall not affect its meaning or interpretation. HOLLYWOOD MEDIA CORP. By: /s/ Nicholas G. Hall ------------------------- Name: Nicholas G. Hall ------------------------- Title: Chief Operating Officer ------------------------- Attest: /s/ Melissa H. Siegel ------------------------ /s/ Mitchell Rubenstein ------------------------ Mitchell Rubenstein EX-10.8 6 volocityagmnt-108.txt VELOCITY INVESTMENT AGREEMENT Exhibit 10.8 AGREEMENT --------- THIS AGREEMENT (this "AGREEMENT"), is made and entered into as of the 21st day of May, 2002, by and between Hollywood Media Corp., a Florida corporation (the "COMPANY"), and Velocity Investment Partners Ltd., a company organized under the laws of the Cayman Islands ("VELOCITY"). WITNESSETH: WHEREAS, the Company has heretofore granted to Velocity that certain Warrant to Purchase Shares of Common Stock of Hollywood Media Corp., under Certificate No. W-A-2, dated May 1, 2001 (the "WARRANT"), for the right to purchase 177,524 shares of common stock, par value $0.01, of the Company ("COMMON STOCK") at a purchase price of $6.44 (the "EXERCISE PRICE") per share of Common Stock; and WHEREAS, the Company has heretofore granted to Velocity that certain Adjustment Warrant to Purchase Shares of Common Stock of Hollywood Media Corp., under Certificate No. W-B-2, dated May 1, 2001 (the "ADJUSTMENT WARRANT"), for the right to purchase 439,251 shares of Common Stock; and WHEREAS, Velocity has requested that the Company reduce the Exercise Price from $6.44 per share to $5.25 per share; and WHEREAS, the Company has agreed to so reduce the Exercise Price solely upon the terms and conditions as hereinafter set forth. NOW, THEREFORE, in consideration of the sum of $10.00, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as well as in consideration of the mutual covenants and agreements contained herein, the parties, intending to be legally bound, hereby amend the Warrant and otherwise acknowledge and agree as follows: 1. EXERCISE PRICE. The first sentence of the Warrant, that appears after the words " Certificate No. W-A-2", is hereby amended to read in its entirety as follows: "THIS IS TO CERTIFY THAT, VELOCITY INVESTMENT PARTNERS LTD., or its registered assigns, is entitled to purchase in whole or in part from time to time from HOLLYWOOD MEDIA CORP., a Florida corporation (the "Company"), at any time up to 5:00 p.m., New York time, on May 1, 2006 (the "Expiration Date"), 177,524 shares of Common Stock, par value $0.01, of the Company (the "Common Stock") at a purchase price of $5.25 per share of Common Stock (the "Exercise Price"), as adjusted from time to time pursuant to Sections 2 and 4 below), subject to the terms and conditions herein." 2. SURRENDER OF ADJUSTMENT WARRANT. Velocity hereby surrenders to the Company the Adjustment Warrant, and the parties irrevocably and unconditionally agree that the Adjustment Warrant is hereby cancelled, void and of no further force or effect. 3. REPRESENTATIONS OF VELOCITY. Velocity hereby represents and warrants to the Company as follows: that Velocity is the sole owner and holder of the Warrant and Adjustment Warrant; that the Warrant and Adjustment Warrant are unencumbered and have not been pledged, assigned, hypothecated or otherwise transferred or conveyed, in whole or in part, to any party; that Velocity is a company organized under the laws of the Cayman Islands; that Velocity has full power and authority to enter into this Agreement; that this Agreement does not violate any agreement to which Velocity is a party or by which it is bound; that all consents and authorizations required in order to enter into and perform this Agreement have been obtained and are in full force and effect; that Velocity has not filed, or had filed against it, any petition in bankruptcy that has not been dismissed; and that Velocity is solvent and able to pay its debts as they become due. Velocity hereby agrees to indemnify and hold the Company harmless from and against any and all loss or liability (including, without limitation, any and all attorneys' fees and costs, throughout all trial and appellate levels) that the Company may incur or become liable for as a result of, or in connection with, any inaccuracy in any of said representations or warranties. 4. REPRESENTATIONS OF THE COMPANY. The Company hereby represents and warrants to Velocity as follows: that the Company is a company organized under the laws of Florida; that the Company has full power and authority to enter into this Agreement; that this Agreement does not violate any agreement to which the Company is a party or by which it is bound; that all consents and authorizations required in order to enter into and perform this Agreement have been obtained and are in full force and effect; that Company has not filed, or had filed against it, any petition in bankruptcy that has not been dismissed; and that the Company is solvent and able to pay its debts as they become due. The Company hereby agrees to indemnify and hold Velocity harmless from and against any and all loss or liability (including, without limitation, any and all attorneys' fees and costs, throughout all trial and appellate levels) that Velocity may incur or become liable for as a result of, or in connection with, any inaccuracy in any of said representations or warranties. 5. RESALE OF WARRANT SHARES. The Company agrees that it will file acurrent report on Form 8-K reflecting the terms of this Agreement within three (3) business days after this Agreement has been fully executed . 6. MISCELLANEOUS. This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of New York. This Agreement constitutes the entire understanding and agreement between the parties hereto with respect to the subject matter hereof, and no oral representations have been made or relied upon by the parties in connection herewith. The prevailing party in any litigation, controversy or dispute hereunder shall be entitled to recover its attorneys' fees and costs from the non-prevailing party. The parties hereby waive any right to have a trial by jury in any action or proceeding hereunder, as a material inducement to each of the parties in entering into this Agreement. Except as amended hereby, the Warrant shall remain in full force and effect unless and until subsequently amended in compliance with the terms thereof. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have hereunto set their respective hands and seals as of the day and year first above written.
HOLLYWOOD MEDIA CORP., VELOCITY INVESTMENT PARTNERS LTD., a Florida corporation a company organized under the laws of the Cayman Islands By: /s/ Mitchell Rubenstein By: Velocity Asset Management LLC, Investment Manager --------------------------- Name: Mitchell Rubenstein Title: Chief Executive Officer By: /s/ John D. Ziegelman ------------------------------------ Name: John D. Ziegelman Title: Managing Member
EX-10.9 7 replacemnt-warrant109.txt REPLACMENT WARRANT W-A-3 Exhibit 10.9 THIS WARRANT IS ISSUED IN REPLACEMENT OF THAT CERTAIN WARRANT ISSUED UNDER CERTIFICATE NO. W-A-2 DATED MAY 1,2002 WHICH HAD AN EXERCISE PRICE OF $6.44. THE SECURITIES REPRESENTED BY THIS CERTIFICATE (AND, AS OF THE DATE OF ORIGINAL ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, ANY UNDERLYING SECURITIES) HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR ANY SECURITIES ISSUABLE UPON THE EXERCISE HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (A) TO HOLLYWOOD MEDIA CORP. (THE "COMPANY") OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT. THE HOLDER OF THIS CERTIFICATE AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY OR ANY SECURITY ISSUED UPON EXERCISE HEREOF IS TRANSFERRED (UNLESS SUCH SECURITY IS TRANSFERRED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND IN CONNECTION WITH ANY PROPOSED TRANSFER PURSUANT TO CLAUSES (B), (C) OR (D) ABOVE, THE COMPANY MAY REQUIRE THAT THE TRANSFEROR FURNISH IT WITH AN OPINION OF COUNSEL CONFIRMING THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE RESPECTIVE MEANINGS ASSIGNED TO THEM IN REGULATION S UNDER THE SECURITIES ACT. WARRANT to Purchase Shares of Common Stock of HOLLYWOOD MEDIA CORP. Certificate No. W-A-3 ----- THIS IS TO CERTIFY THAT, VELOCITY INVESTMENT PARTNERS LTD., or its registered assigns, is entitled to purchase in whole or in part from time to time from HOLLYWOOD MEDIA CORP., a Florida corporation (the "Company"), at any time up to 5:00 p.m., New York time, on May 1, 2006 (the "Expiration Date"), 177,524 shares of Common Stock, par value $0.01, of the Company (the "Common Stock") at a purchase price of $5.25 per share of Common Stock (the "Exercise Price", as adjusted from time to time pursuant to Sections 2 and 4 below), subject to the terms and conditions herein. Each exercise made hereunder must be for a minimum of the lesser of (x) one thousand (1,000) shares of Common Stock and (y) the entire remaining number of shares of Common Stock covered by this Warrant. All capitalized terms used herein without definition shall have the respective meanings assigned thereto in the Securities Purchase Agreement, dated as of April 25, 2001 (the "Securities Purchase Agreement"), entered into among the Company, Societe Generale ("SG") and Velocity Investment Partners, Ltd. ("Velocity") (SG and Velocity, together the `Purchasers"). SECTION 1. Exercise of Warrant. (a) At any time until 5:00 p.m., New York time, on the Expiration Date, the registered holder of this Warrant (the "Holder") may exercise this Warrant, on one or more occasions, in whole or in part, by delivering to the Company, (a) a written notice of the Holder's election to exercise this Warrant in substantially the form of Annex A hereto, which notice (the "Exercise Notice") shall specify the number of shares of Common Stock to be purchased and may be delivered by facsimile transmission, (b) a certified or bank check or checks payable to the Company, or by wire transfer of immediately available funds, in an aggregate amount equal to the aggregate Exercise Price for the number of shares of Common Stock as to which this Warrant is being exercised (unless the Holder elects to effect a Cashless Exercise (as hereinafter defined) pursuant to this Section 1) and (c) this Warrant. Subject to applicable law, in the event the Holder may resell shares of Common Stock acquired upon exercise of this Warrant without restriction pursuant to an effective registration statement or otherwise, the Company shall cause the transfer agent with respect to its Common Stock, which transfer agent is participating in the Depositary Trust Company ("DTC") Fast Automated Securities Transfer ("EAST") program, to electronically transmit the shares of Common Stock issuable to the Holder upon exercise of this Warrant by crediting the account of the Holder's prime broker with DTC through DTC's Deposit Withdrawal Agent Commission ("DWAC") system, within three (3) business days after exercise of this Warrant by the Holder. In the event the Holder otherwise elects in writing, however, or such shares of Common Stock can not be resold without restriction, the Company shall, as promptly as practicable and in any event within three (3) business days after exercise of this Warrant by the Holder, cause the transfer agent to deliver to the Holder a stock certificate or certificates representing the aggregate number of shares of Common Stock issuable to the Holder as a result of such exercise. The stock certificate or certificates representing shares of Common Stock so delivered shall be in such denominations as may be specified in the Exercise Notice and shall be registered in the name of the Holder or, subject to compliance with Section 9.03 below, such other name or names as shall be designated in such Exercise Notice. (b) Shares of Common Stock shall be deemed to have been issued and the Holder or, subject to compliance with Section 9.03 below, any other Person so designated to be named therein shall he deemed to have become a Holder of record of such shares, including, to the extent permitted by law, the right to vote such shares or to consent or to receive notice as a stockholder, as of the date of the date of receipt of the Exercise Notice; provided that the payment of the Exercise Price is received by the Company within twenty-four hours of receipt of the Exercise Notice and this Warrant is received by the Company within three (3) business days of receipt of the Exercise Notice. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of shares of Common Stock, execute and deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the shares of Common Stock represented by the unexercised portion of this Warrant, which new Warrant shall in all other respects be identical to this Warrant, or, if the Company elects, it shall make appropriate notation on this Warrant and the same returned to the Holder. (c) Upon exercise of this Warrant, in whole or in part, the Holder may elect, only at such time as there shall not be an effective registration statement covering the resale of shares of Common Stock to be issued upon exercise of this Warrant, to receive a reduced number of shares of Common Stock in lieu of tendering the Exercise Price in cash ("Cashless Exercise"). In such case, the number of shares of Common Stock to be issued to the holder shall be computed using the following formula: X=Y (A-B) ----- A where: X = the number of shares of Common Stock to be issued to the Holder; Y = the number of shares of Common Stock for which an election to exercise under this Warrant has been made; A =The Market Price (as hereinafter defined) of one share of Common Stock on the trading day immediately prior to the date that the Exercise Notice is duly surrendered to the Company for full or partial exercise; and B = the Exercise Price. The "Market Price" per share of Common Stock or any other security at any date means (i) the average closing sale price for such security for the five (5) consecutive trading days immediately prior to (but excluding) the date of determination on The Nasdaq Stock Market, Inc., or such other U.S. national securities exchange, as reported by The Nasdaq Stock Market, Inc. or, if not so reported by The Nasdaq Stock Market, Inc., the average of the high bid and low asked quotations for one share of such security as reported by the National Quotations Bureau Incorporated or similar organization for such five consecutive trading days, (ii) if the closing price for such security cannot be calculated in the manner specified in clause (i) at the relevant time, the fair market value of one share of such security as of the date of determination as determined in good faith by the Board of Directors of the Company. (d) All shares of Common Stock issuable upon the exercise of this Warrant shall, upon payment therefor in accordance herewith, be duly and validly issued, fully paid and nonassessable and free and clear of any liens (unless created by or through the Holder of this Warrant). The Company shall not be required to issue a fractional share of Common Stock upon exercise of this Warrant. As to any fraction of a share that the Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash adjustment in respect of such fraction in an amount equal to the same fraction of the applicable Market Price determined in accordance with the foregoing. SECTION 2. Reset Adjustments. ----------------- (a) If on January 30, 2002, Velocity holds at least 75% of the Common Shares issued to it pursuant to the Securities Purchase Agreement and 75% of any shares of Common Stock, if any, issued upon exercise of Velocity's "B" Warrant (in each case, net of any sales of Common Stock sold short by such Purchaser), then the Exercise Price shall be reset to $5.37. (b) If on April 30, 2002, Velocity holds at least 75% of the Common Shares issued to it pursuant to the Securities Purchase Agreement and 75% of any shares of Common Stock, if any, issued upon exercise of Velocity's "B" Warrant (in each case, net of any sales of Common Stock sold short by such Purchaser) then the Exercise Price shall be reset to $4.51. (c) Within twenty (20) Trading Days of each of January 30, 2002 and April 30. 2002, if Velocity is entitled to a reset under this Section 2, it shall deliver to the Company a certificate signed by an officer of Velocity certifying (i) the number of shares of Common Shares and shares of Common Stock issued upon the exercise of Velocity's "B" Warrant held by Velocity as of January 30, 2002 and April 30, 2002, as applicable, and (ii) Velocity's short position, if any, with respect to the Common Stock as of January 30, 2002 and April 30, 2002, as applicable. Any shares redeemed pursuant to Section 2.02 (a) of the Securities Purchase Agreement shall not be included in any calculation under this Section 2. (d) Each of the reset Exercise Prices set forth in Sections 2(a) and (b) shall be adjusted consistent with the principals set forth in Section 4 herein. SECTION 3. Transfer, Division and Combination. Subject to Section 9.03 hereof, transfer of this Warrant and all rights hereunder, in whole or in part, shall be registered on the books of the Company, upon surrender of this Warrant to the Company, together with a written assignment of this Warrant, substantially in the form of Annex B hereto, duly executed by the Holder or its agent or attorney. Upon such surrender, the Company shall, subject to Section 9.04 hereof, (a) execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, (b) issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned and (c) promptly cancel this Warrant. SECTION 4. Antidilution Provisions. ----------------------- 4.01 Changes in Common Stock. In the event that at any time or from time to time the Company shall, (i) pay a dividend or make a distribution on its Common Stock in shares of Common Stock or other shares of capital stock of the Company, (ii) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock or (iv) increase or decrease the number of shares of Common Stock outstanding by reclassification of its Common Stock, then the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the happening of such event shall be adjusted so that, after giving effect to such adjustment, the Holder of this Warrant shall be entitled to receive the number of shares of Common Stock upon exercise of this Warrant that the Holder would have been entitled to receive had this Warrant been exercised immediately prior to the happening of such event (or in the case of a dividend or distribution of shares of Common Stock, immediately prior to the record date therefor). An adjustment made pursuant to this Section 4.01 shall become effective immediately after the distribution date, retroactive to the record date therefor in the case of a dividend or distribution in shares of Common Stock, and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. 4.02 Cash Dividends and Other Distributions. In the event that at any time or from time to time the Company shall distribute to holders of Common Stock (i) any dividend or other distribution (including any dividend or distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) of cash, evidences of its indebtedness, shares of its capital stock or any other assets or securities or (ii) any options, warrants, securities or other rights to subscribe for or purchase any of the foregoing (other than (A) any dividend or distribution described in Section 4.01, (B) any rights, options, warrants or securities described in Section 4.03 or Section 4.04 and (C) any cash dividends or other cash distributions made to holders of Common Stock from current or retained earnings, provided that such dividends do not exceed $500,000 in any fiscal year), then the number of shares of Common Stock that may be acquired upon exercise of this Warrant immediately prior to such record date for any such distribution shall be increased to a number determined by multiplying the number of shares of Common Stock that may be acquired upon the exercise of this Warrant immediately prior to such record date for any such distribution by a fraction, the numerator of which shall be the Market Price per share of Common Stock as of such record date and the denominator of which shall be such Market Price per share of Common Stock less the sum of (x) the amount of cash, if any, distributed per share of Common Stock and (y) the then fair value (as determined in good faith by the Company's Board of Directors, whose determination shall be evidenced by a board resolution that will be sent to Holders) of the portion, if any, of the distribution applicable to one share of Common Stock consisting of evidences of indebtedness, shares of stock, securities, other property, warrants, options or subscription or purchase rights; and the Exercise Price shall be decreased to an amount determined by dividing the Exercise Price immediately prior to such record date by the above fraction. Such adjustments shall be made, and shall only become effective, whenever any such distribution is made; provided, however, that the Company is not required to make an adjustment pursuant to this Section 4.02 if at the time of such distribution the Company makes the same distribution to Holders of Warrants as it makes to holders of Common Stock pro rata based on the number of shares of Common Stock for which such Warrants are exercisable. No adjustment shall be made pursuant to this Section 4.02 if such adjustment would have the effect of decreasing the number of shares of Common Stock issuable upon exercise of this Warrant or increasing the Exercise Price. 4.03 Issuance of Common Stock. In the event that at any time or from time to time the Company shall (other than (i) upon the exercise, exchange or conversion of any securities of the Company that are exercisable or exchangeable for, or convertible into, shares of Common Stock and that are outstanding as of the date of the issuance of this Warrant (the "Initial Issuance Date"), or (ii) upon the exercise of stock options granted under or pursuant to any stock option plan of the Company that has been approved by its Board of Directors), issue shares of Common Stock for a consideration per share that is less than the lesser of the then effective Exercise Price or the Market Price per share of Common Stock on the date of issuance, the number of shares of Common Stock that may be acquired upon the exercise of this Warrant immediately after such issuance shall be increased by multiplying the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such issuance by a fraction, the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding on the date of such issuance plus (B) the number of additional shares of Common Stock to be issued and the denominator of which shall be the sum of (X) the number of shares of Common Stock outstanding on the date of such issuance plus (Y) the number of shares of Common Stock that the aggregate offering price of the total number of shares of Common Stock so to be issued would purchase at the lesser of the then effective Exercise Price or such Market Price. In the event of any such adjustment, the Exercise Price shall be decreased to an amount determined by dividing the Exercise Price immediately prior to such issuance by the aforementioned fraction. Such adjustment shall be made, and shall only become effective, whenever such shares are issued. No adjustment shall he made pursuant to this Section 4.03 if such adjustment would have the effect of decreasing the number of shares of Common Stock issuable upon exercise of this Warrant or increasing the Exercise Price. In case the consideration for any shares of Common Stock may be paid in whole or in part in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company. Such adjustment shall be made successively whenever the date of such issuance is fixed. 4.04 Issuance of Convertible Securities. In the event that at any time or from time to time the Company shall issue rights, options or warrants to acquire, or securities convertible or exchangeable into, Common Stock (other than the issuance by the Company of stock options under or pursuant to any stock option plan of the Company that has been approved by its Board of Directors) entitling the holders thereof to acquire shares of Common Stock at an exercise or conversion price per share that (when aggregated, as applicable, with the price or other consideration received for any such rights, options or warrants exercisable for Common Stock or for such securities convertible or exchangeable into Common Stock) for consideration per share that is less than the lesser of the then effective Exercise Price or Market Price on the date of issuance of such Common Stock, the number of shares of Common Stock that may be acquired upon exercise of this Warrant immediately after such issuance shall be increased by multiplying the number of shares of Common Stock that may be acquired upon exercise of this Warrant immediately prior to such issuance by a fraction, the numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding on the date of such issuance plus (B) the number of additional shares of Common Stock to be issued (or into which the convertible or exchangeable securities so to be issued are initially convertible), and the denominator of which shall be the sum of (X) the number of shares of Common Stock outstanding on the date of such issuance plus (Y) the number of shares of Common Stock that the aggregate offering price of the total number of shares of Common Stock so to be issued (or the aggregate issue price of the convertible or exchangeable securities so to be issued) would purchase at the lesser of the then Effective Exercise Price or such Market Price on the date of issuance of such convertible securities. In the event of any such adiustment, the Exercise Price shall be decreased to a number determined by dividing the Exercise Price immediately prior to such issuance by the aforementioned fraction. Such adjustment shall be made, and shall only become effective, whenever such rights, options, warrants or securities are issued. No adjustment shall be made pursuant to this Section 4.04 if such adjustment would have the effect of decreasing the number of shares of Common Stock issuable upon exercise of this Warrant or increasing the Exercise Price. In case the price for such securities may be paid in a consideration part or all of which shall be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board of Directors of the Company. Such adjustment shall be made successively whenever the date of such issuance is fixed. 4.05 Combination; Liquidation. (a) Except as provided in Section 4.05(b), in the event of a Combination (as hereinafter defined), the Holder shall have the right to receive upon exercise of this Warrant the kind and amount of shares of capital stock or other securities or property that the Holder would have been entitled to receive upon completion of or as a result of such Combination had such Warrant been exercised immediately prior to such event or to the relevant record date for any such entitlement. Unless paragraph (b) is applicable to a Combination, the Company shall provide, as a condition to such Combination, that the surviving or acquiring Person (the "Successor Company") in such Combination will enter into an agreement confirming the Holders' rights pursuant to this Section 4.05(a) and providing for adjustments, that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3. The provisions of this Section 4.05(a) shall similarly apply to successive Combinations involving any Successor Company. A "Combination" means an event in which the Company consolidates with or merges with or into another Person. (b) In the event of (i) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (ii) the dissolution, liquidation or winding-up of the Company, the Holder of this Warrant shall be entitled to receive, upon surrender of this Warrant, such cash distributions on an equal basis with the holders of Common Stock, as if this Warrant had been exercised immediately prior to such event, less the product of the Exercise Price times the number of shares of Common Stock with respect to which this Warrant was then exercisable. In the event of any Combination described in this Section 4.05(b), the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company shall distribute as promptly as practicable under the circumstances to the Holder upon surrender of this Warrant, the funds, if any, necessary to pay the Holder the amounts to which the Holder is entitled as described above. 4.06 Superseding Adjustment. Upon the expiration of any rights, options, warrants or conversion or exchange privileges that resulted in adjustments pursuant to this Section 4, if any thereof shall not have been exercised, the number of shares of Common Stock issuable upon the exercise of this Warrant shall be readjusted pursuant to the applicable section of Section 4 as if (i) the only shares of Common Stock issuable upon exercise of such rights, options, warrants, conversion or exchange privileges were the shares of Common Stock, if any, actually issued upon the exercise of such rights, options, warrants or conversion or exchange privileges and (ii) shares of Common Stock actually issued, if any, were issuable for the consideration actually received by the Company upon such exercise plus the aggregate consideration, if any, actually received by the Company for this issuance, sale or grant of all such rights, options,warrants or conversion or exchange privileges whether or not exercised and the Exercise Price shall be readjusted inversely; provided, however, that no such readjustment shall have the effect of decreasing the number of shares of Common Stock issuable upon the exercise of this Warrant below the number of shares of Common Stock issuable upon the exercise of this Warrant, or increasing the Exercise Price to an amount below the Exercise Price in effect, immediately prior to any adjustment made therein on account of such issuance, sale or grant of such rights, options, warrants or conversion or exchange privileges. 4.07 Minimum Adjustment. The adjustments required by the preceding sections of this Section 4 shall be made whenever and as often as any specified event requiring an adjustment shall occur, except that no adjustment of the Exercise Price or the number of shares of Common Stock issuable upon exercise of this Warrant that would otherwise be required shall be made unless and until such adjustment either by itself or with other adjustments not previously made increases or decreases by at least 1% the Exercise Price or the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to the making of such adjustment. Any adjustment representing a change of less than such minimum amount shall be carried forward and made as soon as such adjustment, together with other adjustments required by this Section 4 and not previously made, would result in a minimum adjustment. For the purpose of any adjustment, any specified event shall be deemed to have occurred at the close of business on the date of its occurrence. In computing adjustments under this Section 4, fractional interests in Common Stock shall be taken into account to the nearest one-tenth of a share. 4.08 Notice of Adjustment. Whenever the Exercise Price or the number of shares of Common Stock and other property, if any, issuable upon exercise of the Warrants is adjusted, as herein provided, the Company shall deliver to the Holder of this Warrant a certificate setting forth, in reasonable detail, the event requiring the adjustment and the method by which such adjustment was calculated (including a description of the basis on which (i) the Company's Board of Directors determined the then fair value of any evidences of indebtedness, other securities or property or warrants, options or other subscription or purchase rights and (ii) the Market Price of the Common Stock was determined, to the extent such determinations were required hereunder), and specifying the Exercise Price and the number of shares of Common Stock issuable upon exercise of this Warrant after giving effect to such adjustment. 4.09 Notice of Certain Transactions. In the event that the Company shall propose to (a) pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) issue to the holders of its Common Stock any (i) shares of Common Stock, (ii) rights, options or warrants entitling the holders thereof to subscribe for shares of Common Stock or (iii) securities convertible into, or exchangeable or exercisable for, shares of Common Stock (in the case of (i), (ii) and (iii), if such issuance or adjustment would result in an adjustment hereunder), (d) effect any capital reorganization, reclassification, consolidation or merger, (e) effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company or (f) make a tender offer or exchange offer with respect to the Common Stock, the Company shall within five (5) days after any such event send the Holder a notice of such proposed action or offer unless the same is publicly announced. Such notice shall, to the extent the same has not been publicly announced, specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and the same has not been publicly announced and if the same would have any effect on the Common Stock and on the number of shares of Common Stock, the number and kind of any other shares of stock and other property issuable upon exercise of this Warrant and the Exercise Price (after giving effect to any adjustment pursuant to Section 4 that will be required as a result of such action), specify such effect. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier. Notwithstanding anything contained herein to the contrary, the Company shall not provide to the Holder any material non-public information in order to satisfy its obligations pursuant to this Section 4.09. 4.10 Adjustment to Warrant Certificate. This Warrant Certificate need not be changed because of any adjustment made pursuant to this Section 4, and any Warrant issued after such adjustment may state the same Exercise Price and the same number of shares of Common Stock issuable upon exercise of the Warrant as are stated in this Warrant. The Company, however, may at any time in its sole discretion make any change in the form of this Warrant that it may deem appropriate to give effect to such adjustments and that does not affect the substance of this Warrant, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for this Warrant or otherwise, may be in the form as so changed. SECTION 5. [Intentionally Omitted] SECTION 6. Taking of Record; Stock and Warrant Transfer Books. In the case of all dividends or other distributions by the Company to the holders of its Common Stock with respect to which any provision hereof refers to the taking of a record of such holders, the Company shall in each such case take such a record as of the close of business on a business day. SECTION 7. Expenses, Transfer Taxes and Other Charges. The Company shall pay any and all expenses (other than transfer taxes) and other charges, including all costs associated with the preparation, issue and delivery of stock or warrant certificates, that are incurred in respect of the issuance or delivery of shares of Common Stock upon exercise of this Warrant pursuant to Section 1 hereof or in connection with any division or combination of this Warrant pursuant to Section 3 hereof. The Company shall not, however, be required to pay any tax that may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which this Warrant is registered, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Company the amount of any such tax, or has established, to the satisfaction of the Company, that such tax has been paid. SECTION 8. No Voting Rights. This Warrant shall not entitle the Holder to any voting or other rights as a stockholder of the Company. SECTION 9. Miscellaneous. ------------- 9.01 Office of Company. So long as any of this Warrant remains outstanding, the Company shall maintain an office in the United States of America where this Warrant may be presented for exercise, transfer, division or combination as in this Warrant provided. Such office shall be at 2255 Glades Road, Suite 237W Boca Raton, Florida or at the office of such registrar and transfer agent as the Company may from time to time designate, unless and until the Company shall designate and maintain some other office for such purposes and give notice thereof to all Holders. 9.02 Notices Generally. Any notices and other communications pursuant to the provisions hereof shall be sent in accordance with Section 7.03 of the Securities Purchase Agreement. 9.03 Restrictions on Transferability; Restriction on Exercise. (a) The number of shares of Common Stock that may be acquired by the Holder upon exercise pursuant to the terms hereof shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by such Holder (other than by virtue of the ownership of securities or rights to acquire securities (including the Warrants) that have limitations on the Holder's right to convert, exercise or purchase similar to the limitation set forth herein (the "Excluded Shares")), together with all shares of Common Stock deemed beneficially owned (not counting such affiliate's Excluded Shares) by the Holder's "affiliates" (as defined Rule 144 of the Act) ("Aggregation Parties") that would he aggregated for purposes of determining whether a group under Section 13(d) of the Securities Exchange Act of 1934, as amended, exists, would exceed 4.99% of the total issued and outstanding shares of the Company's Common Stock (the "Restricted Ownership Percentage"). (b) The Holder covenants at all times on each day (each such day being referred to as a "Covenant Day") as follows: During the balance of such Covenant Day and the succeeding sixty-one (61) days (the balance of such Covenant Day and the succeeding 61 days being referred to as the "Covenant Period") such Holder will not acquire shares of Common Stock pursuant to any right (including the exercise of the Warrants) existing at the commencement of the Covenant Period to the extent the number of shares so acquired by such Holder and its Aggregation Parties (ignoring all dispositions) would exceed: (x) the Restricted Ownership Percentage of the total number of shares of Common Stock outstanding at the commencement of the Covenant Period, MINUS (y) the number of shares of Common Stock owned by such holder and its Aggregation Parties at the commencement of the Covenant Period. A new and independent covenant will be deemed to be given by the holder as of each moment of each Covenant Day. No covenant will terminate, diminish or modify any other covenant. The Holder agrees to comply with each such covenant. This Section controls in the case of any conflict with any other provision of the Transaction Documents. The Company's obligation to issue shares of common stock upon exercise of the Warrant B which would exceed such limits referred to in this Section shall be suspended to the extent necessary until such time, if any, as such Shares may be issued in compliance with such restrictions. The provisions of this section shall be applicable and binding on any successor Holder of this Warrant. This section may only be amended upon the approval of the stockholders of the Company and the stockholders are deemed third party beneficiaries of this section. 9.04 Assignment. This Warrant and the rights, duties and obligations hereunder may not be assigned or delegated by the Company or any Holder may not assign its rights hereunder, without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, no consent shall be required for a transfer by a Holder to any of its Affiliates. 9.05 Saturdays, Sundays or Holidays. If the last appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or legal holiday, then such action may be taken or such right may be exercised on the next succeeding day. 9.06 Governing Law. This Warrant shall be governed by, and construed in accordance with, the law of the State of New York without giving effect to conflicts of law principles thereof 9.07 Limitation of Liability. No provision hereof, in the absence of affirmative action by the Holder to purchase shares of Common Stock, and no mere enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the Exercise Price or as a stockholder of the Company, whether such liability is asserted by the Company, by any creditor of the Company or any other Person. IN WITNESS WHEREOF, the Company has duly executed this Warrant. Dated: May 30. 2002 HOLLYWOOD MEDIA CORP. By: /s/ Mitchell Rubenstein ------------------------------------------ Name: Mitchell Rubenstein Title: Chairman and Chief Executive Officer ANNEX A ------- ELECTION TO PURCHASE (To Be Executed Upon Exercise of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant, to receive _______ shares of Common Stock of Hollywood Media Corp. and [herewith tenders payment of the Exercise Price for such shares in the amount of $ _____ [hereby elects to effect a Cashless Exercise] in accordance with the terms of this Warrant. The undersigned requests that [certificates for such shares in denominations of ___________ be registered in the name of _____________________ whose address is _______________________ and that such shares be delivered to ______________, whose address is ________________________]. [Such shares be delivered to [the undersigned] [other person] electronically through DTC]. The undersigned represents and warrants that the number of shares of Common Stock to be received pursuant to this Election to Purchase, together with the shares of Common Stock beneficially owned by the undersigned (and its affiliates) on the date of this Election to Purchase. if applicable. do not exceed 4.9% of the outstanding shares of Common Stock of the Company (as set forth in the Company's most recent filing with the Securities and Exchange Commission unless the Company shall notify the Holder that a greater or lesser number of shares is outstanding). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Warrant to which Election to Purchase is attached. [Name of holder] By: _____________________ Name: Title: NOTE: The above signature(s) must correspond with the name written upon the face of this Warrant in every particular, without alteration or enlargement or any change whatever. Date: EX-99.1 8 rubenstein-cert991.txt CEO CERTIFICATION Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Mitchell Rubenstein, as Chief Executive Officer of Hollywood Media Corp. (the "Company") certify, pursuant to 18 U.S.C.ss. 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) the accompanying Form 10-Q report for the period ending June 30, 2002 as filed with the U.S. Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m or 78o(d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: August 14, 2002 /s/ Mitchell Rubenstein -------------------------------------- Mitchell Rubenstein Chairman of the Board and Chief Executive Officer (Principal Executive and Financial Officer) EX-99.2 9 fenton-certif992.txt FINANCE OFFICE CERTIFICATION Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Margaret H. Fenton, as Vice President of Finance of Hollywood Media Corp. (the "Company") certify, pursuant to 18 U.S.C.ss. 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) the accompanying Form 10-Q report for the period ending June 30, 2002 as filed with the U.S. Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m or 78o(d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: August 14, 2002 /s/ Margaret H. Fenton --------------------------- Margaret H. Fenton Vice President of Finance (Principal Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----